UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
THIRD POINT REINSURANCE LTD.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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SIRIUSPOINT LTD.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required.
oFee paid previously with preliminary materials.
Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

WHO WE AREDescription: 3.jpg
SiriusPoint is a global underwriter of insurance and reinsurance, headquartered in Bermuda. Our common shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “SPNT.” As of December 31, 2023, we had common shareholders’ equity of $2.3 billion, total capital of $3.3 billion and total assets of $12.9 billion. Our operating companies have a financial strength rating of A- (Stable) from AM Best, A- (Stable) from Standard & Poor's and A- (Stable) from Fitch. On March 22, 2023, Fitch Ratings revised our outlook from negative to stable and on November 9, 2023, Standard & Poor’s revised our outlook from negative to stable as both rating agencies highlighted improvement in underwriting performance. For more information, please visit www.siriuspt.com.

Description: 4.jpg

OUR PURPOSE

•     Providing security and resilience in an uncertain world

Description: 6.jpg

OUR VISION

•     Being a best-in-class insurer and re-insurer utilizing deep risk expertise to protect our customers.

•     Blending our talent, expertise, and data to provide intelligent risk solutions.

Description: Our Values.jpg

OUR VALUES

•     Integrity: Integrity, respect and trust are our core principles

•     Customer-Focused: Our customers are the reason we exist

•     Solutions Driven: Creating solutions is our mindset

•     Diversity: Diversity makes us stronger

•     Collaboration: Collaboration drives out-performance

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oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)

Our 2024 Annual General Meeting

Dear Fellow Shareholders,

On behalf of the Exchange Act. ☐






tprelogoa08.jpg

Point House
3 Waterloo Lane
Pembroke HM 08, Bermuda
March 27, 2018
Dear Shareholder:
We cordiallyBoard of Directors, it is my pleasure to invite you to attend Third Point Reinsurance Ltd.’s 2018 Annual General Meeting of Shareholders. The meeting will be held on Wednesday, May 9, 2018, at 10:00 a.m., Atlantic Daylight Time, at the Executive Boardroom, “The WaterFront Residence”, 11 Waterloo Lane, Pembroke HM 08, Bermuda.
Details regarding admission to the Annual General Meeting and the business to be conducted at the Annual General Meeting are described in the accompanying Notice of Annual General Meeting of Shareholders and Proxy Statement.
Your vote is important. At the meeting, shareholders will vote on a number of important matters. Please take the time to carefully read each of the proposals described in the attached Proxy Statement.
Thank you for your support of Third Point Reinsurance Ltd.
Sincerely,

/s/ Joshua L. Targoff

Joshua L. Targoff
Chairman of the Board



tprelogoa08.jpg

Point House
3 Waterloo Lane
Pembroke HM 08, Bermuda

NOTICE OF 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 9, 2018

To Our Shareholders:

The 20182024 Annual General Meeting (the “Annual General Meeting”) of Third Point ReinsuranceSiriusPoint Ltd. (the “Company”)The meeting will be held in a virtual format on Monday, May 20, 2024, beginning at 10:00 a.m., Atlantic (Atlantic Daylight Time, on Wednesday, May 9, 2018,Time). The meeting will be conducted via a live audio webcast at www.meetnow.global/MAHXJL7, where you will be able to vote electronically and submit questions during the meeting.

Your vote is important, and all shareholders are cordially invited to attend the Annual General Meeting virtually. Details are in the attached proxy statement. Whether or not you plan to attend the Annual General Meeting, you are encouraged to submit your proxy as soon as possible.

Our Board is deeply committed to the company, its shareholders, and enhancing shareholder value. We look forward to your participation at the Executive Boardroom, “The WaterFront Residence” 11Annual General Meeting. Thank you for your support of SiriusPoint Ltd.

Sincerely,

/s/ SCOTT EGAN

Chief Executive Officer &
Director

April 9, 2024

Safe Harbor Statement Regarding Forward-Looking Statements

This letter and the accompanying proxy statement include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future plans and profitability and environmental, social and governance plans and goals. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking information is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this letter and the accompanying proxy statement. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “objective,” “seek,” “will,” “expect,” “intend,” “estimate,” “target,” “aim,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the risk factors listed in our most recent Annual Report on Form 10-K and subsequent periodic and current disclosures filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date made and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information or otherwise.

SiriusPoint Ltd. | Point Building | 3 Waterloo Lane | Pembroke HM 08, Bermuda and at any adjournments or postponements thereof. The Annual General Meeting is called for the following purposes:

1 (441) 542-3333 | siriuspt.com


1.NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SIRIUSPOINT LTD.To elect three
WHENVIRTUAL WEBCASTRECORD DATE

Monday, May 20, 2024

10:00 a.m. Atlantic Daylight Time

Via live audio webcast at www.meetnow.global/MAHXJL7Thursday, April 4, 2024
ITEMS OF BUSINESSBOARD RECOMMENDATIONS
1Election of four Class II directors and one Class I director nominees named in this proxy statement for election to serve for termsa 3-year term, expiring in 2021 and 2020, respectively, or until their respective office shall otherwise be vacated pursuant to the Company’s Bye-laws.

2027:FOReach nominee
2.To approve and adopt the amended and restated Bye-laws of the Company.

●   Bronek Masojada

●   Daniel S. Loeb
●   Mehdi A. Mahmud
●   Jason Robart

3.To approve,
2Approval, by a non-binding advisory vote, of the executive compensation payable to the Company’s named executive officers (as described in this Proxy Statement) (“Say on Pay”).

NEOs (Say-on-Pay)Description: 18.jpgFOR
4.3To elect certain individuals as Designated Company Directors (as defined in this Proxy Statement)

Approval of:

(i) the appointment of certain of our non-U.S. subsidiaries, as required by our Bye-laws.


5.To appoint Ernst & Young Ltd., an independent registered public accounting firm,PwC as our independent auditor, to serve until the Annual General Meeting to be held in 2019,2025; and to authorize
(ii) the authorization of our Board of Directors, acting by the Audit Committee, to determine PwC’s remuneration

Description: 18.jpgFOR
4

Transaction of any other business as may properly come before the independent auditor’s remuneration.Annual General Meeting and any adjournments or postponements thereof


In addition, we will consider any other business as may properly come before the Annual General Meeting and any adjournments or postponements thereof.

Our audited financial statements as of and for the year ended December 31, 2017,2023, as approved by our Board of Directors, will be presented at the 2024 Annual General Meeting, pursuant to the provisions of the Companies Act 1981 of Bermuda, as amended, and the Company’s Bye-laws.

YouBye-laws of SiriusPoint Ltd. (the “Company,” “SiriusPoint,” “we,” “our” or “us”).

Shareholders of record at the close of business on April 4, 2024, are entitled to notice of and to vote at the Annual General Meeting and at any adjournments or postponements thereofthereof.

Even if you were a shareholder of record at the close of business on March 7, 2018 (the “Record Date”).

Your vote is very important. Whether or not you plan to attend the meeting in person, please vote by submittingAnnual General Meeting virtually, you are encouraged to submit your proxy as soon as possible. You may vote your shares by internet, telephone or mail pursuant to the instructions included in the proxy card or voting instructions using one ofinstruction form. If you attend the voting methodsAnnual General Meeting virtually and want to revoke your previously submitted proxy, you may do so as described in the accompanying materials to ensure that your shares are represented atproxy statement and vote during the meeting on all matters properly brought before the Annual General Meeting. We encourage

If you to take advantage of our telephonehold shares beneficially in street name, you may direct your vote in the manner prescribed by your broker, bank or internet voting options. Please note that submitting a proxy using either of these methods will not preventother nominee or you from attendingmay vote during the Annual General Meeting andMeeting. Please refer to the voting instruction form included by your broker, bank or nominee.

NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SIRIUSPOINT LTD.

You can find detailed information regarding voting in person.

This year, we will rely on the U.S. Securities and Exchange Commission’s “notice and access” rules that will permit us to electronically deliver proxy materials to some or all of our shareholders. These rules allow us to provide our shareholders with the information they need while lowering our printing and mailing costs, reducing the impact on the environment and more efficiently complying with our obligations under the federal securities laws. On or about March 27, 2018, we mailed a Notice of Internet Availability of Proxy Materials to our shareholders containing instructions on how to access our Proxy Statement and Annual Report and vote online or how to request a paper copy of the Proxy Statement and Annual Report, if desired. Shareholders who receive that notice will not receive a Proxy Card by mail unless they request one by following the instructions contained in the notice received, or belowsection entitled “General Information” in the accompanying Proxy Statement.



Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be held on Wednesday, May 9, 2018: Third Point Reinsurance Ltd.’s Proxy Statement and 2017 Annual Report to Shareholders are available at: www.thirdpointre.com/investors/financial-information/financial-reports.

This Proxy Statement and the accompanying Proxy Card, Notice of Annual General Meeting of Shareholders, and the 2017 Annual Report to Shareholders (the “Annual Report”) were filed with the U.S. Securities and Exchange Commission (“SEC”) on March 27, 2018 and a Notice of Internet Availability of Proxy Materials was first mailed on or about March 27, 2018 to shareholders of record on the Record Date.
proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS TO BE HELD ON MAY 20, 2024
 

By Order of the Board of Directors,

/s/ Janice R. Weidenborner


Janice R. Weidenborner
Executive Vice President, Group General CounselLINDA S. LIN

Chief Legal Officer and Corporate Secretary







TABLE OF CONTENTS

April 9, 2024

Pembroke, Bermuda

Q: How can I obtain a copy of Third Point Reinsurance Ltd.’s
statement and Annual Report on Form 10-K?
10-K for the fiscal year
ended December 31, 2023, are available
on: www.edocumentview.com/SPNT.

TABLE OF CONTENTS


i



TABLE OF CONTENTS

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider before voting. You should read the entire proxy statement carefully for a full understanding of the matters to be presented at the upcoming Annual General Meeting. Please note that information available on our website is not incorporated by reference into this proxy statement. We mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to each shareholder entitled to vote at the Annual General Meeting on or about April 9, 2024. The Notice contains instructions on how to access the proxy materials on the internet, how to vote online or by telephone and, if desired, how to receive a printed set of the proxy materials.

2024 ANNUAL GENERAL MEETING

14.jpg

WHEN

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VIRTUAL WEBCAST

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RECORD DATE

Monday, May 20, 2024
10:00 a.m., Atlantic Daylight Time

Via live audio webcast at

www.meetnow.global/MAHXJL7

April 4, 2024

1Election of four Class II director nominees named in this proxy statement for election to a 3-year term, expiring in 2027:

18.jpg

FOR each
nominee

11

•     Bronek Masojada

•     Daniel S. Loeb

•     Mehdi A. Mahmud

•     Jason Robart

2Approval, by a non-binding advisory vote, of the executive compensation payable to the Company’s NEOs (Say-on-Pay)

18.jpg

FOR

52

3

Approval of:

(i) the appointment of PwC as our independent auditor, to serve until the Annual General Meeting to be held in 2025; and

(ii) the authorization of our Board of Directors, acting by the Audit Committee, to determine PwC’s remuneration

18.jpg

FOR

98

4

Transaction of any other business as may properly come before the Annual General Meeting and any adjournments or postponements thereof

18.jpg

FOR

100

 HOW TO VOTE

Your vote is important. Even if you plan to attend the meeting virtually, we encourage you to vote as soon as possible using one of the following methods. Have your proxy card or voting instruction form with the control number provided and follow the instructions.

INTERNETTELEPHONEMOBILE DEVICEMAILAT THE MEETING
Registered Holders (your shares are held directly with our transfer agent, Computershare)

envisionreports.com/SPNT

24/7

Within the United States and Canada,

1-800-652-VOTE

(8683)

(toll-free, 24/7)

Scan the QR code on page 115 of this Proxy StatementReturn a properly executed proxy cardAttend the Annual General Meeting virtually and cast your ballot
Beneficial Owners
(holders in street name)
www.proxyvote.com
24/7
Within the United States and Canada,
1-800-454-8683
(toll-free, 24/7)
Scan the QR code on page 115 of this Proxy StatementReturn a properly executed voting instruction form, depending upon the method(s) your broker, bank or other nominee makes availableTo attend the annual general meeting virtually, you will need proof of ownership and a legal proxy from your broker, bank or other nominee

ABOUT SIRIUSPOINT

We are a global underwriter of insurance and reinsurance, headquartered in Bermuda. Our common shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “SPNT.” As of December 31, 2023, we had common shareholders’ equity of $2.3 billion, total capital of $3.3 billion and total assets of $12.9 billion.

Our operating companies have a financial strength rating of A- (Stable) from AM Best, Standard & Poor’s (“S&P”) and Fitch. During the fiscal year ended December 31, 2023, both Fitch Ratings and S&P revised our outlook from negative to stable, highlighting our improvement in underwriting performance. AM Best affirmed our financial strength rating and outlook on April 19, 2023. On January 29, 2024, S&P removed our holding company, SiriusPoint Ltd., from CreditWatch. On March 19, 2024, Moody’s Ratings (“Moody’s”) has assigned A3 insurance financial strength (IFS) ratings to the Company’s principal operating subsidiaries and affirmed that the outlook for the SiriusPoint entities is stable.

We have licenses to write property, casualty and accident & health insurance and reinsurance globally, including admitted & non-admitted licensed companies in the United States, a Bermuda Class 4 company, a Lloyd’s of London syndicate and managing agency, and an internationally licensed company domiciled in Sweden.

Our business model remains unique and diversified as we continue to benefit from three earnings sources: (i) underwriting results; (ii) services fee income from the Managing General Agents (“MGAs”) we consolidate; and (iii) investment results.

Our approach is to be nimble and reactive to market opportunities within our segments of Insurance & Services and Reinsurance, allocating capital where we see profitable opportunity, while remaining disciplined and consistent within our specified risk tolerances and areas of expertise.

Our vision for SiriusPoint is to be recognized as a best-in-class insurer and reinsurer, utilizing deep risk capabilities to protect our customers, and blending our talent, expertise and data to provide intelligent risk solutions.

Integrity, respect and trust are our core principles.

We are customer focused because they are the reason we exist and we are solution driven; creating solutions is our mindset.

Diversity and collaboration are part of our core values. We believe that diversity makes us stronger and collaboration drives outperformance.

OUR BUSINESS SEGMENTS

SiriusPoint reports on two operating segments: Reinsurance and Insurance & Services. Within our segments, we underwrite a variety of (re)insurance products. These are:

Reinsurance
CasualtyThe Company provides reinsurance to casualty insurers who underwrite a diverse range of casualty classes. The Company works with clients all over the world, including multi-national, nationwide and regional carriers, as well as risk retention groups and captives. The Company also partners with managing general agents (“MGAs”) and sponsor cover holders. The Company’s underwriting focus is on proportional transactions covering all major commercial casualty lines, as well professional liability with an emphasis on specialty niche classes of business, including personal lines.
PropertyThe Company works with leading global brokers as well as large national writers and regional companies. Underwriting is focused on providing critical catastrophe protection and worldwide coverage for natural perils, underwriting residential, commercial, and industrial risks in the United States, Europe and Asia. The Company’s property reinsurance offering includes: property catastrophe protection, risk excess of loss, cannabis - pro rata, building risk and structured property specifically in the United States. In 2023, as a part of its International Reorganization, the Company significantly reduced its in international property catastrophe premiums written, with reinsurance protection purchased at similar costs but with lower attachment points to further protect the balance sheet.
SpecialtySiriusPoint’s business encompasses a broad range of worldwide reinsurance coverages, including proportional and excess of loss, treaty and facultative. Specialty business lines in the Reinsurance segment include Aviation & Space, Marine & Energy and Credit.
Insurance & Services
Accident &
Health
The Company provides flexible insurance products to meet the risk management needs of diverse populations in select markets. This includes employer groups, associations, affinity groups, higher education and other niche markets. The Company also owns 100% of IMG and Armada, who receive fees for services provided within Insurance & Services and to third parties. IMG offers a full line of international medical insurance products, trip cancellation programs, medical management services and 24/7 emergency medical and travel assistance. Armada operates as a supplemental medical insurance MGA.
Property &
Casualty
The Company is a leading carrier for program administrators and managing general agents. The majority of its insurance business is written through partners in the property and casualty space, covering professional liability, workers’ compensation, and commercial auto lines in Bermuda, London, Europe, North America and round the world.
SpecialtySiriusPoint’s business encompasses a broad range of worldwide insurance coverages. Specialty business lines in the Insurance & Services segment include Aviation & Space, Marine & Energy, Credit and Mortgage.

BOARD OF DIRECTORS OVERVIEW

         COMMITTEE MEMBERSHIP
             GOVERNANCE    
DIRECTOR AND  DIRECTOR       &   RISK & CAPITAL
PRINCIPAL OCCUPATIONAGE SINCE INDEPENDENT AUDIT COMPENSATION NOMINATING INVESTMENT MANAGEMENT
  CLASS II DIRECTORS, NOMINEES FOR ELECTION, TERMS EXPIRING IN 2027
 Daniel S. Loeb                
 Chief Executive               
 Officer, Third Point LLC62 2022            
                 
 Mehdi A. Mahmud            
 President and CEO,           
 First Eagle Investment51 2020        
 Management; and               
 President, First Eagle               
 Funds               
 Jason Robart           
 Co-Founder and         
 Managing Partner of58 2022      
 Seae Ventures               
                 
 Bronek Masojada               
 Chair, Saltus Group           
  62 2023        
                 
                 
  CLASS III DIRECTORS, TERMS EXPIRING 2025
 Scott Egan                
 Chief Executive               
 Officer, SiriusPoint52 2022            
                 
                 
 Rafe de la Gueronniere             
 Former Vice Chair,          
 New Providence Asset71 2013       
 Management               
                 
 Sharon M. Ludlow     

      
 Former President,         
 Aviva Insurance57 2021      
 Company of Canada              
                 
  CLASS I DIRECTORS, TERMS EXPIRING IN 2026
 Franklin (Tad)           
 Montross IV         
 Former Chairman and68 2021      
 CEO, General Re               
 Corporation               
 Peter Wei Han Tan             
 Chairman, Skandia           
 Mexico and Columbia51  2021        
                 
                 
                  

Committee
Chair
Committee
Member
Chair of the
Board
Independent
Director
Audit Committee
financial expert

DIRECTOR ATTRIBUTES

Our board of directors (the “Board”) is comprised of nine directors, six of whom are independent. We believe our Board is well-balanced, reflecting diversity by age, gender, viewpoints, work experience, skills and expertise and race/ethnicity, including one director that identifies as African-American, two directors that identify as Asian, and one woman director. Our directors come from a variety of industries and have served in senior management and leadership positions, such as founders of companies, CEOs, CFOs, chief strategy officers and insurance industry executives. The Board has focused on identifying and appointing new directors with diverse skill sets to advise the Company as it focuses on creating a fully integrated, globally connected “One SiriusPoint”.

BOARD REFRESHMENT

We have added seven new directors to our Board since 2021, including one woman and three diverse men. Our annual Board evaluation process and director retirement policy at age 75 facilitates regular Board refreshment. On June 2, 2023, Bronek Masojada was appointed Chair of our Board. Mr Masojada, who joined the Board on May 2, 2023, is an insurance market veteran with over 30 years’ leadership experience in the industry.

202320222021
   
   
1 new director joined3 new directors joined3 new directors joined
●     Bronek Masojada

●     Scott Egan 

●     Daniel S. Loeb 

●     Jason Robart

●    Franklin (Tad) Montross IV 

●    Sharon M. Ludlow 

●    Peter Wei Han Tan

CORPORATE GOVERNANCE HIGHLIGHTS

CORPORATE GOVERNANCE POLICIES AND PRACTICES

CORPORATE GOVERNANCE BEST PRACTICES

Board Structure and Independence
Six of our nine directors are independent, registeredincluding all committee chairs
33% of our directors are women or ethnically/racially diverse
Balance of new and experienced directors and elected three new directors in 2021, three new directors in 2022 and one new director in 2023
Highly skilled directors with diverse experience and backgrounds that provide a range of viewpoints and
The Compensation Committee oversees the Company’s strategies related to diversity, equity and inclusion initiatives and key talent metrics
Regular executive sessions of independent directors at each regularly scheduled Board meeting without management present
Annual director self-evaluation and committee assessment to ensure Board effectiveness
Annual Board evaluation and external Board assessment every third year
In 2023, all directors attended 100% of Board and committee meetings

Board Oversight
Oversees the Company’s annual business plan and corporate strategy
Director access to experts and advisors, both internal and external
Strong risk management overseen by a separate Risk & Capital Management Committee
Dedicated oversight over cybersecurity risk by Risk & Capital Management Committee
Proactive, comprehensive and strategic Board and senior management succession planning
The Governance and Nominating Committee oversees Sustainability matters
Annual dedicated meeting focused on Company strategy
Annual review of all corporate governance policies and committee charters to include best practices

Strong Corporate Governance Practices
Prohibition on hedging and pledging transactions by executive officers and directors
Policy on public company board service resulting in no overboarded directors
Code of Business Conduct and Ethics with annual certification requirement
Director continuing education opportunities
Director retirement policy at age 75
Active and ongoing shareholder engagement
Clawback policy for senior executives
Risk assessment of executive compensation program, policies and practices
Commitment to Sustainability
Share ownership requirements for senior executives and directors

Our corporate governance documents, including charters of our Audit, Compensation, Governance and Nominating, Risk and Capital Management and Investment Committees, Code of Business Conduct and Ethics, Corporate Governance Guidelines, Board of Directors Communications Policy, Environmental Policy Statement, Related Person Transaction Policy, Vendor Code of Conduct and Whistleblower Polices are available on our website: investors.siriuspt.com/governance/governance-documents.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

At SiriusPoint, our purpose is to provide security and resilience in an uncertain world. We aim to be a best-in-class insurer and reinsurer, utilizing deep risk expertise to protect our customers, and blending our talent, expertise and data to provide intelligent risk solutions. As we work to create value, making a positive social and environmental impact is important to us. We aim to reflect sound risk management, good governance and environmental and social responsibility throughout our company culture and operations. The Governance and Nominating Committee oversees our policies, practices and disclosures relating to sustainability and receives regular updates on sustainability developments.

The Company’s sustainability journey is discussed further on page 35 For more information about our sustainability initiatives, please see our website, www.siriuspt.

EXECUTIVE COMPENSATION HIGHLIGHTS

Our executive compensation program is designed to support the longevity and stability of the Company by driving long-term business outcomes, promoting strong governance practices and encouraging responsible risk-taking. This is achieved by linking individual pay with the Company’s performance on a diverse set of measures, including financial and strategic goals. Most senior executives’ compensation is variable and covers annual and multi-year performance periods. Long-term incentive awards are designed to align executives with the Company’s long-term performance through the use of performance-based restricted share units and time-based restricted share units. Our executive compensation program, including our compensation principles and strategy, is discussed in detail under the Compensation Discussion and Analysis section of this proxy statement.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

PROPOSAL 1ELECTION OF DIRECTORS
TO ELECT FOUR CLASS II DIRECTORS TO OUR BOARD OF DIRECTORS TO HOLD OFFICE UNTIL THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD IN 2027 OR UNTIL THEIR OFFICE SHALL OTHERWISE BE VACATED PURSUANT TO OUR BYE-LAWS

Messrs. Bronek Masojada, Daniel S. Loeb, Mehdi A. Mahmud, and Jason Robart have been nominated for election as Class II directors to serve until the annual general meeting of shareholders to be held in 2027. Each director will hold his respective office until his successor has been elected and qualified or until the director’s office shall otherwise be vacated pursuant to our Bye-laws. The proxy will be voted in accordance with the directions thereon or, if no directions are indicated, the proxy will be voted for the election of the four director nominees named above. The Board has proposed and recommended that each nominee be elected to hold office as described above. If any nominee shall, prior to the Annual General Meeting, become unavailable for election as a director, the persons named in the accompanying proxy will vote in their discretion for such nominee, if any, as may be recommended by the Board, or the Board may reduce the number of directors to eliminate the vacancy.

If a quorum is present at the Annual General Meeting, each director will be elected by a plurality of the votes cast in the election of directors at the Annual General Meeting, either in person or represented by properly authorized proxy. This means that the nominees who receive the largest number of “FOR” votes cast will be elected as a director. For further information, see the answers to the questions “What is the quorum requirement for the Annual General Meeting?” and “What is the voting requirement to approve each of the proposals?

The age, business experience, qualifications and directorships in other companies of each nominee for election are set forth herein under the section entitled “Information Regarding the Class II Director Nominees for Election to the Board.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE

ELECTION OF EACH OF THE CLASS II DIRECTOR NOMINEES TO THE BOARD.

10 

BOARD OF DIRECTORS

Our business and affairs are managed under the direction of the Board which is the Company’s ultimate decision-making body, other than those matters reserved for the Company’s shareholders.

The Board also oversees the Company’s business strategy and planning, as well as the performance of the Company’s management in executing the Company’s business strategy, assessing and managing risks and managing the Company’s day-to-day operations. The size of the Board may be fixed from time to time by our Board as provided in our Bye-laws. The Board currently consists of nine directors. See “―Election and Classification of Directors.”

ELECTION AND CLASSIFICATION OF DIRECTORS

Four Class II directors will be elected at this year’s Annual General Meeting. The Class II directors elected at the Annual General Meeting will serve until the annual general meeting of shareholders to be held in 2027 when each such director’s successor is duly elected and qualified, or any such director’s earlier death, disability, disqualification, resignation or removal.

In accordance with our Bye-laws, the Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. At each annual general meeting of shareholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve for a three-year term until the third annual general meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with the Bye-laws. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. For information regarding the applicable voting standards for the election of directors, see the section entitled “Information About the Annual General Meeting and Voting—What is the voting requirement to approve each of the proposals?”

The Board feels strongly that a stable and consistent Board that understands the Company is vital to its transformation and turnaround. The classified board, a feature of corporate governance that has been common for nearly a century, provides enhanced continuity and stability in the Board’s oversight of the implementation of the Company’s new strategy. During this period of transformation, two-thirds of the directors will have had prior experience and familiarity with oversight of the Company’s business and affairs while still annually providing an opportunity for the election of one-third of the Board with new or continuing directors. This structure enables the Board to build on past experience and plan for the transformation and turnaround during a reasonable period into the future. Further, a classified board encourages a long-term focus in overseeing the management of the strategy, business and affairs of the Company, and allows our directors to focus their attention on long-term shareholder value. If directors were up for election every year, they could feel pressure to generate short-term returns, which could be counter-productive in an environment where the Company is focused on a multi-year transformation strategy.

A classified board also fosters board independence as independent board members are provided with time to cultivate an understanding of the Company’s business and operations, making them less reliant on management’s perspective.

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In addition to providing stability among the directors, a classified board helps the Company attract and retain highly qualified individuals willing to commit the time and resources necessary to understand the Company and its management, operations and competitive environment. In addition, in the event that the Company becomes subject to an unsolicited takeover proposal, a classified board permits greater time and a more orderly process for directors to consider any takeover bids and to explore all alternatives to maximize shareholder value. A classified board also makes it more likely that persons who may seek to acquire control of the Company will initiate such action through negotiations with the Board. By reducing the threat of an abrupt change in the composition of the entire Board, classification of directors provides the Board with an adequate opportunity to fulfill its duties to the Company’s shareholders to review any takeover proposal, study appropriate alternatives and act in the best interests of the Company and its shareholders.

As a result of these factors, the Board has determined that maintaining a classified Board is in the best interests of the Company, its shareholders, clients and employees at this time.

BOARD OF DIRECTORS FOLLOWING THE ANNUAL GENERAL MEETING

Subject to the election of the nominees for Class II directors set forth in Proposal 1, the following table sets forth information regarding individuals who will serve as members of the Board following the Annual General Meeting.

CLASS ICLASS IICLASS III

TERMS EXPIRING AT 2026 

ANNUAL GENERAL MEETING

NOMINEES FOR ELECTION TO

TERMS EXPIRING AT THE 2027

ANNUAL GENERAL MEETING

TERMS EXPIRING AT THE 2025

ANNUAL GENERAL MEETING

●    Franklin (Tad) Montross IV●    Bronek Masojada●    Scott Egan*
●    Peter Wei Hei Tan●    Daniel S. Loeb●    Rafe de la Geuronierre
●    Mehdi A. Mahmud●    Sharon Ludlow
●    Jason Robart
*         Chief Executive Officer

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QUALIFICATIONS

In considering candidates for the Board of Directors, the Governance and Nominating Committee takes into account the Company’s Corporate Governance Guidelines and all other factors deemed appropriate by the Governance and Nominating Committee. The Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Governance and Nominating Committee will recommend to the Board appropriate criteria for the selection of new directors in accordance with New York Stock Exchange listing standards and based on the strategic needs of the Company and the Board. In evaluating suitability of director candidates and when considering whether to nominate a director for re-election as appropriate, the Governance and Nominating Committee and the Board take into account many factors as approved by the Board from time to time, such as general understanding of various business disciplines (i.e., finance, technology), tenure on the Company’s Board, experience in the Company’s business (reinsurance/ insurance), educational and professional background, analytical ability, independence, diversity of experience, viewpoints and backgrounds, willingness to devote adequate time to Board duties and ability to act in and represent the balanced best interests of the Company and its shareholders as a whole, rather than special constituencies. In selecting directors, the Board requires a diverse candidate pool (including at least two diverse candidates) for all director searches and evaluates a nominee’s experience, gender, race, age, ethnicity, national origin, sexual orientation, skills and other qualities. The Board evaluates each director candidate in the context of the Board as a whole with the objective of retaining a group that is best equipped to help ensure the Company’s success and represent shareholders’ interests through sound judgment. The Governance and Nominating Committee periodically reviews the criteria adopted by the Board and, if deemed desirable, recommends to the Board changes to such criteria.

Our Board exhibits the right skills to constructively challenge management and guide us on our strategy. The chart below highlights the skills and experience of each our highly qualified directors.

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BOARD SKILLS AND EXPERIENCE

DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE
DIRECTORBoard of Directors Service

CEO/
Business

Head

Corporate Governance

Financial

Literacy/
Accounting

Financial Services Industry

International/
Global

Business

Investment IndustryRegulatory/
Government
(Re)insurance Industry

Risk

Management

Digital

Strategy

Bronek Masojada
Rafe de la Gueronniere
Sharon M. Ludlow
Mehdi A. Mahmud
Franklin (Tad) Montross IV
Jason Robart
Daniel S. Loeb
Peter Wei Han Tan
Scott Egan
Totals9/99/98/98/99/99/98/97/97/99/96/9

☆ Chair of the Board

INFORMATION REGARDING THE CLASS II DIRECTOR NOMINEES FOR ELECTION TO THE BOARD

Set forth below is biographical information concerning the nominees standing for election at the Annual General Meeting. Included in the biographical information for the nominee is a description of each nominee’s specific experience, qualifications, attributes and skills that the Governance and Nominating Committee and the Board considered in determining whether to recommend the nominee for election to the Board. Our director nominees hold and have held senior positions as leaders of various large, complex businesses and organizations, demonstrating their ability to develop and execute significant policy and operational objectives at the highest levels. Our nominees include current and former chief executive officers, chief financial officers, founders and members of senior management of large, global businesses. Our Board considered all of the aforementioned attributes when deciding to re-nominate the following directors.

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MEHDI A. MAHMUD

KEY EXPERIENCE AND QUALIFICATIONS

The Board considered Mr. Mahmud’s extensive leadership, digital strategy and investment experience and his qualification as an independent director, and concluded that Mr. Mahmud should continue to serve as a director because he brings significant experience in managing investment portfolios to the Board.

CAREER HIGHLIGHTS

First Eagle Investment Management, an investment management company and adviser to First Eagle Funds 

President and Chief Executive Officer (March 2016 to present) 

  First Eagle Funds, an investment fund 

President (March 2016 to present) 

  Jennison Associates

◦     

CEO and Chairman of the Board (2003 to 2016)

  Jennison Associates (continued) 

Held several senior management positions relating to: 

▪     

product and business strategy 

investment supervision of the firm’s value, small-cap, opportunistic and income-equity capabilities 

oversight of key support areas, including institutional, retail and sub-advisory client activities 

 J.P. Morgan Investment Management and Credit Suisse Asset Management

Served in a variety of investment and management roles 

EDUCATION

  BS in Electrical Engineering, Yale University

CLASS II

Age 51

Independent Director

since August 2020

Committees 

Compensation  

•     Governance and Nominating  

     Investment 

JASON ROBART

KEY EXPERIENCE AND QUALIFICATIONS

The Board considered Mr. Robart’s extensive experience as an accomplished executive and substantial experience in a range of areas including business strategy, healthcare, venture investing, digital strategy and human capital management. The Board concluded that he should serve on the Board because he brings extensive leadership experience in developing early stage growth and health insurance companies to the Board and his deep experience in human capital management.

CAREER HIGHLIGHTS

Seae Ventures, a healthcare service and technology venture fund 

Co-Founder and Managing Director (2019 to present) 

Blue Cross Blue Shield Massachusetts, an insurance company

     Chief Strategy Officer (2011 to 2018)

Zaffre Investments, a wholly-owned subsidiary of Blue Cross Blue Shield Massachusetts 

◦     

President and Chief Executive Officer (2014 to 2018)

•  Mercer Human Resources Consulting 

      Principal (2003 to 2009) 

  Ceridian Performance Partners, Canada

      President

OTHER DIRECTORSHIPS AND ENGAGEMENTS

• Blue Cross Blue Shield, Vermont

Several Seae Ventures companies, including Hurdle, Kiyatec, MyMeds and Moving Analytics

EDUCATION

  BA in Political Science, Middlebury College

CLASS II

Age 58

Independent Director

since March 2022

Committees 

     Audit  

•     Compensation 

     Investment 

15

DANIEL S. LOEB

KEY EXPERIENCE AND QUALIFICATIONS

The Board considered Mr. Loeb’s extensive qualifications and experience as the Chief Executive Officer and Chief Investment Officer of Third Point LLC, and concluded that he should continue to serve on the Board because he brings experience in investment management, legal and regulatory matters, corporate governance, risk management and business development to the Board.

CAREER HIGHLIGHTS

•  Third Point LLC, an investment adviser based in New York 

◦    

Chief Executive Officer and Chief Investment Officer (1995 to present) 

PRIOR PUBLIC COMPANY BOARDS

Sotheby’s, Director

EDUCATION

A.B., Columbia University

 

CLASS II

Age 62

Director since May 2022

BRONEK MASOJADA

KEY EXPERIENCE AND QUALIFICATIONS 

The Board considered Mr. Masojada’s extensive experience and qualifications as Chair of Placing Platform Ltd. and who is an insurance market veteran of over 30 years’ leadership experience in the industry.

CAREER HIGHLIGHTS

•  

Saltus Group, Financial Advisory & Investment Management group 

◦     Chair (2023 to Present) 

 Brown & Brown, a US listed insurance broker 

◦     Director (2023-Present) 

 Sheriff of the City of London

◦     (2023-Present)

CURRENT DIRECTORSHIPS AND ENGAGEMENTS

 Saltus Group - Chair 

 Brown & Brown - Director 

 East End Community Foundation - Chair 

 Alderman for the Ward of Billingsgate

•  Hepgtagon Assets Ltd.-Director 

 Bajka Investments Ltd.-Director

EDUCATION

•  BS in Civil Engineering, University of KwaZulu Natal 

 MPhil. in Management Studies, University of Oxford

 

CLASS II

Age 62

Independent Director 

since March 2023

Committees

Risk and Capital Management 

Investment 

•    

Governance and Nominating 

16

CONTINUING DIRECTORS

The biographical information for the directors whose terms will continue after the Annual General Meeting and will expire at the annual general meeting to be held in 2025 (Class III) or the annual general meeting to be held in 2026 (Class I) are listed below.

CLASS III DIRECTORS, SERVING IN OFFICE UNTIL THE 2025 ANNUAL GENERAL MEETING

SCOTT EGAN

KEY EXPERIENCE AND QUALIFICATIONS

The Board considered Mr. Egan’s over 25 years of industry experience and service as the Chief Executive Officer of Royal Sun Alliance (RSA) UK & International, and Mr. Egan’s experience as CEO of the Company, and concluded that Mr. Egan should continue to serve as a director because he brings a diverse set of skills, breadth of knowledge and valuable financial, strategic and risk management experience to our Board.

CAREER HIGHLIGHTS

SiriusPoint Ltd.

◦    

CEO (September 2022 to present) 

Royal Sun Alliance (RSA) UK & International, a multinational general insurance company 

◦     

Chief Executive Officer (January 2019 to December 2021) 

◦    

Group Chief Financial Officer (September 2015 to December 2018) 

• 

Towergate Insurance Limited, a European insurance intermediary 

◦     

Interim Chief Executive Officer and Chief Financial Officer (April 2012 to September 2015)

EDUCATION

•  

Masters Business Administration, Cranfield School of Management 

Chartered Institute of Management Accountants, Member

 

CLASS III

Age 52

Director since September 2022 

17

RAFE DE LA

GUERONNIERE

KEY EXPERIENCE AND QUALIFICATIONS

The Board considered Mr. de la Gueronniere’s more than 40 years’ experience in the investment and banking industries and his qualification as an independent director and concluded that Mr. de la Gueronniere should continue to serve as a director given his deep understanding of SiriusPoint and because he brings his expertise and extensive knowledge in fixed income, equity investing and foreign exchange trading to our Board.

CAREER HIGHLIGHTS

New Providence Asset Management, founded in 2003 

◦    Vice Chair and Co-Founder (2003 to 2015)

 Mariner Investment Group

◦    Principal (1999 to 2003)

 Discount Corporation of New York

◦    Chairman

•  J.P. Morgan & Co.

◦     

Senior Vice President, responsible for the fixed income and precious metals businesses

• 

He has more than 40 years of experience in fixed income, equity investing, foreign exchange and the precious metals business

PRIOR PUBLIC COMPANY BOARDS

Paine Webber, Inc., member of the Management Committee 

• 

Fusion Connect, Inc., Director

PRIOR DIRECTORSHIPS AND ENGAGEMENTS

•  

John D. and Catherine T. MacArthur Foundation, member of the Investment Committee 

•  Taft School, Trustee and Investment Committee Chair 

•  

Far Hills Country Day School, Trustee and Investment Committee Chair 

•  

U.S. Treasury Debt Management Advisory Committee, longstanding member

EDUCATION

•  BA in English, Brown University

 

CLASS III

Age 71

Independent Director 

since November 2013

Lead Independent

Director until May 2022

Committees

•     Governance and Nominating  

    Investment

SHARON M. LUDLOW

KEY EXPERIENCE AND QUALIFICATIONS 

The Board concluded that Ms. Ludlow should continue to serve as a director because of her more than 25 years of experience in the life & health and property & casualty re-insurance industries and her qualification as an independent director and as a financial expert.

CAREER HIGHLIGHTS

•  

OMERS, one of Canada’s largest defined benefit pension plans 

   Head of Insurance Investment Strategy (2016 to 2018)

•  Aviva Insurance Company of Canada

◦    President (2014 to 2016)

•  Swiss Re Canada 

   President & CEO (2010 to 2014)

OTHER CURRENT PRIVATE COMPANY DIRECTORSHIPS AND ENGAGEMENTS 

 Green Shield Canada, Director and Chair of the Audit and Risk Committee 

 EIS Group, Director and Chair of the Audit Committee 

Tradex/Saturn Finance Holdings Limited, Director and Chair of the Audit and Risk Committee 

Lombard International Group, Director and Chair of the Audit and Risk Committee

EDUCATION

 Institute of Corporate Directors designation (ICD.D) 

•  

Graduate of the Corporate Directors program, Rotman School of Management, University of Toronto 

• 

Fellow Chartered Professional Accountant/Chartered Accountant (FCPA, FCA Canada) 

•  Bachelor of Commerce, University of Toronto

 

CLASS III

Age 57

Independent Director

since February 2021

Interim Chair of the

Board since May 2022

Committees

    Audit 

Risk and Capital Management 

    Governance and Nominating

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CLASS I DIRECTORS, SERVING IN OFFICE UNTIL THE 2026 ANNUAL GENERAL MEETING

FRANKLIN (TAD) 

MONTROSS IV

KEY EXPERIENCE AND QUALIFICATIONS

The Board concluded that Mr. Montross should continue to serve as a director because of his extensive experience in the property & casualty insurance industries and his qualification as an independent director.

CAREER HIGHLIGHTS

•  General Re Corporation

◦    

Chairman and CEO (April 2009 to December 2016) 

◦    Member of Gen Re’s Executive Committee and the group’s President and Chief Underwriting Officer, with responsibilities including treaty underwriting, actuarial and claims (2001)

•   General Re Corporation (continued) 

◦    

Held a number of positions of increasing responsibility, both in the U.S. and internationally, including Chief Underwriter for the treaty business

Began his career as a Casualty Facultative Underwriter (1978)

EDUCATION

•  BA in Economics, Harvard College

 

CLASS I

Age 68

Independent Director 

since February 2021

Committees

    Audit 

    Compensation 

    Risk and Capital Management  

PETER WEI HAN TAN

KEY EXPERIENCE AND QUALIFICATIONS 

The Board concluded that Mr. Tan should continue to serve as a director because of his extensive investment experience working with over 40 investments in China, 12 of which eventually publicly listed on international stock exchanges.

CAREER HIGHLIGHTS 

 Skandia Mexico & Columbia

◦     Chairman 

 CMIG International Holding (“CMIG International”), an investment services company 

◦     Former Chairman (through December 2023)

 CM Bermuda Ltd. (“CM Bermuda”), an investment services company

    Former Chairman (through December 2023) 

•  IDI, Inc.

◦     Chief Executive Officer (2012)

 White & Case LLP - Attorney (2003) 

•  Perkins Coie LLP - Attorney (1997)

OTHER CURRENT DIRECTORSHIPS AND ENGAGEMENTS 

•  Skandia Holding de Colombia, S.A., Non-Executive Director 

•  LuxAviation Group, Director

PRIOR DIRECTORSHIPS AND ENGAGEMENTS

 Chongqing Zongjin Investment Co., Ltd, the financial arm of Zongshen Industrial Group, Chairman 

 Israel Infinity Agriculture, Director 

 Harbour Air, Non-executive Director 

Mr. Tan formerly served on the board of multiple companies prior to their U.S. listing, including: 

◦    Home Inns (NASDAQ: HMIN) 

◦    E-House (NYSE: EJ) 

   Bona Entertainment Group (NASDAQ: BONA)

EDUCATION

 LL.B Honors, the National University of Singapore

 

CLASS I

Age 51

Director since February 

2021

Committees

    Investment 

•     Risk and Capital Management

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CORPORATE GOVERNANCE FRAMEWORK

Our Corporate Governance Guidelines, the charters of the standing committees of the Board (Audit, Compensation, Governance and Nominating, Investment, and Risk and Capital Management) and our Code of Business Conduct and Ethics provide the foundation of our governance framework. Key governance policies and processes also include our Whistleblower Policy, our comprehensive Enterprise Risk Management Program, our commitment to transparent financial reporting and our systems of internal checks and balances. Comprehensive management policies, many of which are approved at the Board and/or committee level, guide the Company’s operations. Our Board, along with management, regularly reviews our Corporate Governance Guidelines and practices to ensure that they are appropriate and reflect our Company’s mission, vision and values. In reviewing our Corporate Governance Guidelines and other key governance policies and practices, the Governance and Nominating Committee considers regulatory developments and trends in corporate governance.

These Corporate Governance Guidelines address, among other things:

the composition and functions of the Board,

director independence,

compensation of directors,

management succession and review,

Board committees, and

selection of new directors.

The Code of Business Conduct and Ethics applies to our Board and all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions in carrying out their responsibilities to, and on behalf of, SiriusPoint Ltd. If we make any amendments to the Code of Business Conduct and Ethics or grant any waiver that we are required to disclose, we will disclose the nature of such amendments or waiver on our website.

Director Resignation Policy

Under the Company’s Bye-laws, a nominee for director to SiriusPoint’s Board in an uncontested election is elected if he or she receives the most votes (up to the number of directors to be elected). Following a review of the Company corporate governance policies and Bye-laws, the Board determined to adopt a director resignation policy in the event a nominee for SiriusPoint’s Board receives a plurality of votes cast, but less than an absolute majority of votes cast in an uncontested election. By accepting a nomination to stand for election or re-election as a director of the Company or an appointment as a director to fill a vacancy or new directorship, each candidate, nominee or appointee agrees that if, in an uncontested election of directors, he or she receives less than a majority of votes cast, the director shall promptly tender a written offer of resignation to the Chair of the Board following certification of the shareholder vote from the meeting at which the election occurred. For purposes of this guideline, an “uncontested election of directors” is any election of directors in which the number of nominees for election does not exceed the number of directors to be elected.

The Governance and Nominating Committee of the Board will promptly consider the director’s offer of resignation and recommend to the Board whether to accept the tendered resignation or to take some other action, such as rejecting the tendered resignation and addressing the apparent underlying causes of the less than majority vote. In making this recommendation, the Governance and Nominating Committee will consider all factors deemed relevant by its members, including, without limitation, the stated reason or reasons why the shareholders cast

20 

“withhold” votes for the director (if ascertainable), the qualifications of the director whose resignation has been tendered, the director’s contributions to SiriusPoint, the overall composition of the Board, and whether by accepting such resignation, SiriusPoint will no longer be in compliance with any applicable law, rule, regulation or governing document (including New York Stock Exchange (“NYSE”) listing standards, federal securities laws or the Corporate Governance Guidelines), and whether or not accepting the resignation is in the best interests of SiriusPoint and its shareholders. The Board will act on the Governance and Nominating Committee’s recommendation within 90 days following certification of the shareholders’ vote. In considering the Governance and Nominating Committee’s recommendation, the Board will consider the information, factors and alternatives considered by the Governance and Nominating Committee and such additional information, factors and alternatives as the Board believes to be relevant.

Following the Board’s decision, SiriusPoint will promptly publicly disclose the Board’s decision (by press release, filing with the SEC or other public means of disclosure deemed appropriate).

Any director who tenders his or her offer of resignation pursuant to this policy shall not participate in any deliberations or actions by the Governance and Nominating Committee or the Board regarding his or her resignation, but shall otherwise continue to serve as a director during this period.

If the majority of members of the Governance and Nominating Committee receive less than a majority vote in the same uncontested election of directors, so that a quorum of the Governance and Nominating Committee cannot be achieved, then the other independent directors on the Board will consider and decide what action to take regarding the resignation of each director who received less than a majority of votes. If the only directors who did not receive less than a majority in the same election constitute three or fewer independent directors, then all independent directors on the Board shall participate in deliberations and actions regarding director resignations, except that no director can participate in the vote on his or her own resignation.

Director Retirement Age Policy

Directors are required to retire from the Board when they reach the age of 75; however, the full Board may nominate candidates aged 75 or older if it believes that nomination is in the best interests of the Company and its shareholders. A director elected to the Board prior to his or her 75th birthday may continue to serve until the end of his or her three-year term.

Director Membership on Other Boards

Our Board expects individual directors to allot significant time and attention to Company matters and to use their judgment and consider all of their commitments when accepting additional directorships of other corporations or charitable organizations. Specifically, our Corporate Governance Guidelines provide that a director should not serve on the boards of more than four other public companies (in addition to the Company’s Board). In addition, the Company’s CEO should not serve on more than one other public company board in addition to the Company’s Board.

Additionally, our Corporate Governance Guidelines provide that a director who serves on the Audit Committee should not serve on more than two other public company audit committees.

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All of our current directors comply with our policies set forth above. However, we are aware that some of our shareholders have their own board membership policies that are more restrictive than our policy. All of our directors are required to obtain approval prior to agreeing to serve on the board of any other public company to allow the Board to consider whether such director has sufficient time to be a productive member of our Board. Our Board believes that this policy strikes the right balance by allowing for the experience gained through membership on other boards and the time commitment needed for engaged board service.

Trading in Company Securities

We prohibit hedging and pledging transactions in Company securities by executive officers, directors and employees. Hedging transactions are transactions designed to insulate the holder of securities from upside or downside price movement in Company shares. Executive officers, directors and employees are prohibited from entering into hedging or monetization transactions or similar arrangements with respect to Company shares, including the purchase or sale of puts or calls or the use of any other derivative instruments, or selling “short” Company shares. Executive officers, directors and employees may not hold Company securities in a margin account or pledge Company securities as collateral for a loan.

Director Share Ownership

The Board believes that an ownership stake in the Company strengthens the alignment of interests between directors and shareholders. Our Director and Executive Officers Share Ownership Guidelines provide that directors are required to own common shares having a value of at least three times the annual retainer fee within five years of becoming a director, which shall be maintained through the director’s term of service. In the event that the annual retainer fee is increased, directors have three years to meet the new ownership guidelines. The Board will evaluate whether exceptions should be made for any director on whom these guidelines would impose a financial hardship. All independent directors have achieved or are on track to achieve this requirement during the required time period.

Director and Officer Liability Insurance

We have an insurance program in place to provide coverage for director and officer liability. The coverage provides that, subject to the policy terms and conditions, the insurers will: (i) reimburse us when we are legally permitted to indemnify our directors and officers; (ii) pay losses, including settlements, judgments and legal fees, on behalf of our directors and officers when we cannot indemnify them; and (iii) pay our losses resulting from certain securities claims. The insurance program is effective from April 1, 2024 to May 1, 2024, and is provided by a consortium of insurers. Allianz Global Corporate and Specialty SE is the lead insurer with various other insurers providing excess coverage. We expect to obtain similar coverage upon expiration of the current insurance program.

22 

DIRECTOR INDEPENDENCE

67%Independent Directors
Non-Independent DirectorsIndependent Bronek Masojada
 Scott Egan•  Rafe de la Gueronniere
 Daniel S. Loeb

•  Sharon M. Ludlow
 Peter Wei Han Tan•  Mehdi A. Mahmud
•  Jason Robart

Under the NYSE listing standards and our Corporate Governance Guidelines, in order to consider a director as independent, the board of directors must affirmatively determine that he or she has no material relationship with the Company. In making its annual independence determinations, the Board considers transactions between each director nominee and the Company including among other items, employment and compensatory relationships, relationships with our auditors, customer and business relationships, and contributions to nonprofit organizations.

The Board undertook its annual review of director independence in March 2024. As a result of this review, the Board affirmatively determined that Rafe de la Gueronniere, Bronek Masojada, Sharon M. Ludlow, Franklin (Tad) Montross IV, Mehdi A. Mahmud and Jason Robart are “independent” as defined in the federal securities laws and applicable NYSE rules.

Mr. Egan is not considered an independent director because he currently serves as CEO of the Company.

Mr. Tan was determined to not be an independent due to the recency of his resignation as Chairman of CMIG International in December 2023, and additionally, given the recency of Mr. Tan no longer serving as a representative of CMIG International. CMIG International owns 100% of CM Bermuda, a holder of more than 10% of the shares of the Company. Mr. Tan resigned from his Chairmanship in December 2023. Mr. Tan is no longer a representative of CMIG International on the Board as of April 5, 2024.

Mr. Loeb was determined to not be an independent director due to his employment by Third Point LLC, a related party (owned by a greater than 5% shareholder) and one of the Company’s investment managers. For more information regarding the ownership of our capital stock, see “Security Ownership of Certain Beneficial Owners and Management,” and for more information about Third Point LLC’s relationship with the Company, see “Certain Relationships and Related Party Transactions.”

The Company’s Audit, Compensation, and Governance and Nominating Committees are currently composed of independent directors only. See the “Committees of the Board of Directors” section of this proxy statement for further information.

23 

BOARD MEETINGS AND DIRECTOR ATTENDANCE, ATTENDANCE AT THE ANNUAL GENERAL MEETING AND EXECUTIVE SESSIONS

Board Meetings and Director Attendance

Our director meeting attendance policy is set forth in our Corporate Governance Guidelines. In addition to our attendance policy, our Bye-laws generally prohibit directors from participating in meetings of the Board or its committees while present in the United States or its territories, whether in person, via teleconference or otherwise. We held three of our meetings in Bermuda during 2023.

Our directors discharged their oversight and fiduciary duties over the past fiscal year, including by holding regular, robust, virtual informational sessions designed to cover the same information normally covered at Board and committee meetings, supplemented by additional informational calls and reports. When action requiring a formal Board or committee resolution was necessary, the Board or relevant committee acted by unanimous written resolutions in order to comply with our Bye-laws and operating guidelines. We believe we maintained good governance practices while complying with Bermuda law, as well as with our Bye-laws. All directors attended 100% of the meetings of the Board and Board committees on which they served in 2023.

    Governance Risk and Capital
  AuditCompensationand NominatingInvestmentManagement
 BoardCommitteeCommitteeCommitteeCommitteeCommittee

Formal

Meetings

333333

Informational

Sessions

953111

Action by
Written

Resolution

836411

Attendance at Annual General Meeting

All of our directors serving on our Board at the time of our 2023 Annual General Meeting of Shareholders held virtually attended the meeting. Our Board strongly encourages all of its members to attend the Annual General Meeting of Shareholders.

Executive Sessions

Executive sessions of independent directors enable the Board to discuss matters, such as strategy, the performance and compensation of the CEO and senior management, succession planning and Board effectiveness, without management present. Any director may request additional executive sessions of independent directors. During 2023, our independent directors met in executive sessions at regularly scheduled Board meetings and/or

24 

informational calls. The rules of the NYSE also require the non-management directors of the Company to regularly meet in executive session without management, and the non-management directors met in four executive sessions at regularly scheduled Board meetings and/or informational calls. Either our Interim Chair or, after his appointment, the Board Chair, presided at the executive sessions of independent directors and non-management directors.

BOARD LEADERSHIP STRUCTURE

The Board believes that the decision of whether to combine or separate the positions of CEO and Chair varies from company to company and depends upon a company’s particular circumstances at a given point in time. The Board believes that separating the CEO and Chair positions is the appropriate leadership structure for our Company and is in the best interests of our shareholders at this time. Mr. Masojada serves as the Chair of the Board, while Mr. Egan serves as our CEO and Director. Our Board believes that this structure best encourages the free and open dialogue of alternative views and provides for strong checks and balances. Additionally, the Chair’s attention to Board and committee matters allows Mr. Egan to focus more specifically on overseeing the Company’s day-to-day operations and underwriting activities, as well as strategic opportunities and planning.

The Board recognizes that, depending on the circumstances, other leadership structures might be appropriate and in the best interest of the Company. Accordingly, the Board intends to regularly review its governance structure and has the discretion to modify its leadership structure in the future if it deems it in the best interest of the Company to do so. In the event the Board decides to combine the role of CEO and Chair, the Board is required to appoint a Lead Independent Director under the Company’s Corporate Governance Guidelines. Currently, the Board has an independent Chair so the Board is not required to have a Lead Independent Director.

25 

BOARD AND BOARD COMMITTEE PERFORMANCE EVALUATIONS

Our Board continually seeks to improve its performance. Throughout the year, our Chair, Chief Legal Officer and Secretary each routinely communicate with our Board members to obtain real-time feedback. We believe that this continuous feedback cycle along with our formal annual evaluation process helps to ensure the continued effectiveness of our Board.

Our Governance and Nominating Committee oversees the formal annual evaluation process of the effectiveness of our Board and its standing committees.

Our annual Board evaluations cover the following areas:

Board efficiency and overall effectivenessBoard and committee information needs and meeting cadence
Board and committee structureSatisfaction with Board agendas and the frequency, duration and format of meetings and time allocations
Board leadership and succession planningAreas where directors want to increase their focus
Board and committee compositionBoard dynamics and culture
Satisfaction with the performance of the ChairStrategy and Crisis Preparedness
Board member access to the CEO and other members of senior managementBoard alignment with the Company’s mission, vision, ethics, values, long-term goals and strategy
Quality of Board discussions and balance between presentations and discussionOther areas directors would like to have greater focus or oversight
Quality and clarity of materials presented to directors

26 

1
ANNUAL BOARD AND COMMITTEE EVALUATIONS

The Governance and Nominating Committee oversees the annual self-evaluation process. The process, including the evaluation method, is reviewed annually by the Governance and Nominating Committee and presented to the Board for discussion prior to implementing the process during the fourth quarter. Written questionnaires used for the Board and each standing committee are annually reviewed by the Governance and Nominating Committee and are updated and tailored each year to address the significant processes that drive Board effectiveness. Each director completes a written questionnaire on an unattributed basis for the Board and committees. The questionnaires include open-ended questions and space for candid commentary. Our processes enable directors to provide anonymous and confidential feedback, which is then reviewed and addressed by the Chair of the Governance and Nominating Committee. In addition, each committee’s chair reviews the feedback with respect to their respective committee.

When appropriate, and at least every third year, our Board engages a third-party evaluation firm to independently assess the Board’s performance. The third-party evaluation firm conducts confidential interviews with each director that includes discussions of the overall functioning and effectiveness of the Board and its standing committees, the leadership structure of the Board as well as a peer review. The evaluation firm presents the findings to the Board for consideration and feedback. Our Board believes that employing an independent third-party evaluation firm every third year to assist in the evaluation process provides valuable insights and will contribute to the overall functioning and ongoing effectiveness of the Board.

2
SUMMARY OF THE EVALUATION

A written report is produced summarizing the written questionnaires, which include all responses.

3
BOARD AND COMMITTEE REVIEW

The Chair of the Governance and Nominating Committee leads a discussion of the written Board and committee evaluation results at the Board level during an executive session.

Directors also deliver feedback to the Interim Chair of the Board and suggest changes and areas for improvement.

4
ACTIONS

Following the review, changes in practices or procedures are considered and implemented, as appropriate. The Board finds that this process generates robust comments and provides the Board the opportunity to make changes that are designed to increase Board effectiveness and efficiency.

Actions taken in response to the evaluation process over the years have included:

Initiating a search for an additional qualified financial expert director;
Re-evaluating all governing documents, including delegations of authority and board and committee charters for effectiveness;
Initiating executive sessions between the Board and CEO prior to board meetings; and
Conducting a board informational session on fiduciary duties of the Board, roles of special committees and observers, and other board education matters.

27 

Board’s Primary Role and Responsibilities, Structure and Processes

Our Board bears the responsibility for the oversight of management on behalf of our shareholders in order to ensure long-term value creation. In that regard, the primary responsibilities of our Board include, but are not limited to (i) oversight of the Company’s strategic direction and business plan, (ii) ongoing succession planning and talent management, and (iii) risk management and oversight.

Oversight of Strategic Direction and Business Plan

Our Board oversees our strategic direction and business plan. At the beginning of each year, our senior management presents our consolidated annual business plan to the Board, and the Board discusses the Company’s results relative to the plan periodically throughout the year. Each year, the Board typically engages in a full-day strategy meeting with management where it conducts a comprehensive review and discussion of the Company’s strategic goals over the short-, medium- and long-term, as well as management’s plans to achieve such goals.

Succession Planning and Talent Management

Our Compensation Committee is responsible for overseeing our executive compensation program to support our ability to attract and retain the right management talent to pursue our strategies successfully.

The Compensation Committee is involved in the critical aspects of the CEO succession planning process, including establishing selection criteria that reflect our business strategies, identifying and evaluating potential internal candidates and making key management succession decisions. Succession and development plans are regularly discussed with the CEO, as well as without the CEO present in executive sessions of the Board. The Compensation Committee makes sure that it has adequate opportunities to meet with and assess development plans for potential CEO and senior management successors to address identified gaps in skills and attributes. This occurs through various means, including informal meetings, Board dinners, presentations to the Board and committees, attendance at Board meetings and the comprehensive annual talent review. The Compensation Committee also oversees management’s succession planning for other key executive positions. Our Board calendar includes at least one meeting each year at which the Board conducts a detailed talent review which includes a review of the Company’s talent strategies, leadership pipeline and succession plans for key executive positions.

28 

Risk Management and Oversight

OUR BOARD TAKES AN ENTERPRISE-WIDE APPROACH TO RISK MANAGEMENT WHICH SEEKS TO COMPLEMENT OUR ORGANIZATIONAL OBJECTIVES, STRATEGIC OBJECTIVES, LONG-TERM PERFORMANCE AND THE OVERALL ENHANCEMENT OF SHAREHOLDER VALUE.

FULL BOARD

Our Board assesses and considers the risks we face on an ongoing basis, including risks that are associated with:

      our financial position,

      our competitive position,

      underwriting results,

      investment performance,

      cybersecurity vulnerabilities,

      catastrophic events, and

      other risks germane to the insurance and reinsurance industry.

Our Board determines the appropriate levels of risk for the Company generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage those risks. While our Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas.

29 

AUDIT COMMITTEE

COMPENSATION COMMITTEE

GOVERNANCE AND NOMINATING COMMITTEE

INVESTMENT COMMITTEE

RISK AND CAPITAL MANAGEMENT COMMITTEE

Our Audit Committee is responsible for overseeing:

•   Management’s assessment of the Company’s internal control over financial reporting,

   The Company’s financial statements and disclosures,

   Quarterly reports on legal and regulatory matters,

   The Company’s annual internal audit plan, audit findings and recommendations, and

•   The Company’s compliance with legal and regulatory requirements.


Our Compensation Committee is responsible for overseeing:

•   The Company’s general compensation philosophy, including the development and implementation of our compensation program,

•   Our executive compensation plans and arrangements,

   Succession planning,

   Diversity and talent management, and

   Incentive compensation risk oversight.

Our Governance and Nominating Committee is responsible for:

•   Identifying, evaluating, and recommending to the Board individuals qualified and suitable to become board members,

   Developing and recommending to the Board a set of corporate governance guidelines applicable to the Company,

   Overseeing the annual performance evaluation of the Board and its committees,

   Recommending directors to serve on the various committees of the Board, and

   Reviewing and considering the Company’s position, strategy and policies that relate to current and emerging ESG matters.


Our Investment Committee is responsible for:

•   Overseeing the performance of the Company’s investment portfolio,

   Establishing the investment policy and guidelines,

   Receiving reports from the Chief Investment Officer on the performance and asset allocation of the Company’s investments, and

   Reviewing quarterly the compliance with the investment guidelines.

Our Risk and Capital Management Committee is responsible for:

•   Overseeing management’s identification, mitigation and monitoring of the Company’s material risks and exposures, including: insurance underwriting risk; investment, liquidity and concentration risk; market risk; credit risk; cyber, systems and operations risk (operational risk); group risk; strategic risk; reputational risk; legal, compliance and litigation risks; and other unusual material risks that could have a significant impact on the Company.

MANAGEMENT

We use our comprehensive Enterprise Risk Management (“ERM”) program to identify, aggregate, monitor and manage risks. The program also defines our risk appetite, governance, culture and capabilities. The implementation and execution of the ERM program is headed by our Chief Risk Officer. There are several internal management committees, including the Enterprise Risk & Capital Committee (“ERCC”), co-chaired by our Chief Risk Officer and Chief Financial Officer. The ERCC is the highest-level management committee to oversee all firm-wide risks and is responsible for risk governance, risk oversight and risk appetite. It maintains the enterprise risk appetite framework and monitors compliance with limits and escalations defined in it. The ERCC oversees implementation of certain risk policies Company-wide. The ERCC reviews key risk exposures, trends and concentrations, significant compliance matters, and provides guidance on the steps to monitor, control and report major risks. Pursuant to our Board’s instruction, management regularly reports on applicable risks to the relevant committee or the Board, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our Board and/or its committees. Below are areas the ERCC identified as key strategy and risk oversight areas.

30 

CERTAIN OF OUR KEY STRATEGY AND RISK OVERSIGHT AREAS

•    Investment Performance and Markets

•    Technology and Cybersecurity

•    Insurance Risk

•    Regulation, Compliance and Legal Developments

•    Rating Agency Risk

•    Model Risk


CYBERSECURITY

Information security is a key priority. Our information security program is designed to protect our systems and data from ever-evolving cybersecurity threats. The program is led by a group CISO, deputy CISO, security engineers and risk management professionals. We also employ a 24/7 Security Operation Center staffed by security experts to continually monitor our network environment. Our information security program is comprehensive with several layers of redundant defenses. We engage third-parties to evaluate our program for gaps on an annual basis, and regularly test our defenses and incident response via third-party penetration tests and red-team exercises. All employees and contractors must comply with our Information Security and Acceptable Use policies. We provide mandatory cybersecurity training to new hires and continue employee education through annual training and monthly simulated phishing campaigns. We proactively assess cyber risks as part of our vendor management process and regularly perform cyber risk assessments of our key third-party relationships. We comply with all applicable regulatory requirements related to cybersecurity, and our security program and IT-related controls are regularly examined by internal auditors, external auditors, compliance and various regulators. Our Board of Directors, along with the Risk and Capital Management Committee and Audit Committee, oversee our information security program and receive periodic updates from management.



31 

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has established an Audit Committee, Compensation Committee, Governance and Nominating Committee, Investment Committee, and Risk and Capital Management Committee. Under the applicable requirements of the NYSE, each of the Audit, Compensation, and Governance and Nominating Committees consists exclusively of members who qualify as independent directors.

A description of each Board committee is set forth below. Except as noted below, the members of each Board Committee have continued to serve through the date of this proxy statement.

AUDIT

COMMITTEE

 Members

•    Sharon M. Ludlow, Chair

•    Franklin (Tad) Montross IV

•    Jason Robart

3

Formal Meetings

5

Informational Sessions

3

Actions by Unanimous Written Resolution

     Each of the members of the Audit Committee qualifies as an “independent” director as defined under the NYSE rules and Rule 10A-3 of the Exchange Act.

All of the members of the Audit Committee are financially literate and have accounting or related financial management expertise within the meaning of the NYSE rules.

The Board also has determined that Sharon Ludlow qualifies as an “audit committee financial expert” as defined by SEC rules. Please refer to the section entitled “Information Regarding the Class III Director Nominees for Election to the Board” for Sharon Ludlow’s relevant experience.

KEY RESPONSIBILITIES

Our Audit Committee has the responsibility for, among other things, assisting the Board in reviewing:

     our financial reporting and other internal control processes;

     our financial statements;

     the independent auditor’s qualifications, independence and performance;

     the performance of our internal audit function; and

     our compliance with legal and regulatory requirements and our Code of Business Conduct and Ethics.

Additionally, the Company’s independent auditor regularly discusses risks and related mitigation measures that may arise during their regular reviews of the Company’s financial statements with the Audit Committee.

To ensure candid and complete reporting, the Audit Committee regularly meets in separate executive sessions with management, the Company’s internal auditor and the Company’s independent auditor.

REPORT

The Report of the Audit Committee is on page of this proxy statement.

CHARTER

The Audit Committee Charter is available on our website: investors.siriuspt.com/governance/governance-documents.

32 

COMPENSATION

COMMITTEE

 Members

•    Jason Robart, Chair

•    Mehdi A. Mahmud

•    Franklin (Tad) Montross IV

3

Formal Meetings

3

Informational Sessions

6

Actions by Unanimous Written Resolution

     Each member of the Compensation Committee qualifies as an “independent” director as defined under the applicable rules and regulations of the SEC and the NYSE.

KEY RESPONSIBILITIES

Our Compensation Committee is responsible for:

reviewing and approving the compensation of the Company’s executive officers and directors;

reviewing the Company’s strategies, policies and practices related to human capital management, including with respect to matters such as diversity and inclusion;

•     

authorizing and administering equity awards and other incentive arrangements;

•     

overseeing any compensation adviser retained to assist with the evaluation of compensation of executive officers or any other compensation-related matter; and

•     

reviewing and approving employment and related agreements with our executive officers.

The Compensation Committee also periodically reviews management development and succession plans, including establishing policies regarding succession in the event of an emergency or the retirement of the Chief Executive Officer and other senior executive officers.

REPORT

The Compensation Committee Report is on page of this proxy statement.

CHARTER

The Compensation Committee Charter is available on our website: investors.siriuspt.com/governance/governance-documents.

GOVERNANCE

AND

NOMINATING

COMMITTEE

 Members

•    Bronek Masojada

•    Rafe de la Gueronniere

•    Sharon M. Ludlow

•    Mehdi Mahmud, Chair

3

Formal Meetings

1

Informational Sessions

4

Actions by Unanimous Written Resolution

•     Each of the members of the Governance and Nominating Committee qualifies as an “independent” director as defined under the applicable rules and regulations of the SEC and the NYSE.

KEY RESPONSIBILITIES

Our Governance and Nominating Committee is responsible for, among other things:

     identifying and recommending candidates for election to our Board;

     reviewing the composition of the Board and its Committees;

     reviewing and considering the Company’s position, strategy and policies that relate to current and emerging ESG matters;

     developing and recommending to the Board corporate governance guidelines that are applicable to us; and

•     overseeing Board evaluations.

CHARTER

The Governance and Nominating Committee Charter is available on our website: investors.siriuspt.com/governance/ governance-documents.

33 

INVESTMENT

COMMITTEE

 Members

•    Bronek Masojada

•    Rafe de la Gueronniere, Chair

•    Mehdi A. Mahmud

•    Jason Robart

•    Peter Wei Han Tan

3

Formal Meetings

1

Informational Sessions

1

Actions by Unanimous Written Resolution

KEY RESPONSIBILITIES

Our Investment Committee is responsible for:

•     establishing investment guidelines and policies and monitoring compliance with such policies; and

•     overseeing the management and performance of the Company’s investment portfolio.

CHARTER

The Investment Committee Charter is available on our website: investors.siriuspt.com/governance/governance-documents.

RISK AND CAPITAL
MANAGEMENT

COMMITTEE

 Members

•    Bronek Masojada

•    Franklin (Tad) Montross IV, Chair

•    Sharon M. Ludlow

•    Peter Wei Han Tan

3

Formal Meetings

1

Informational Sessions

1

Action by Unanimous Written Resolution

KEY RESPONSIBILITIES

Our Risk and Capital Management Committee is responsible for:

     overseeing our risk appetite and risk management framework;

     overseeing our cybersecurity; and

     overseeing our financial and capital markets strategies, including existing and proposed strategies.

Our Risk and Capital Management Committee is responsible for overseeing the Company-wide risk appetite and enterprise risk management framework. Management regularly reports to the Committee on the Company’s operational processes and controls that are designed to identify, mitigate and monitor the risks and exposures that could materially impact the Company.

34 

COMMITTEES OF THE BOARD OF DIRECTORS ―
POST-ANNUAL GENERAL MEETING

Assuming election of the Board nominees, the following sets out the persons who will constitute the Company’s Board following the Annual General Meeting, including their expected Committee assignments:

SIRIUSPOINT BOARD COMMITTEES
NAMEINDEPENDENTCLASSAUDITCOMPENSATIONGOVERNANCE
& NOMINATING
INVESTMENTRISK & CAPITAL MANAGEMENT

Bronek Masojada

III

Image_51.jpg

Scott Egan

III

Rafe de la GueronniereIIII

Daniel S. LoebII

Sharon M. LudlowIIII

Mehdi A. MahmudIII
Franklin (Tad) Montross IVII

Image_51.jpg

Jason Robart

III
Peter Wei Han TanI  

Committee Chair

Committee Member

Chair of the Board

Audit Committee financial expert

SUSTAINABILITY RESPONSIBILITY

At SiriusPoint, our vision is to grow our business, create value and make positive environmental and social impacts through our business operations. The values of sound risk management, good governance, and environmental and social responsibility are reflected in our Company culture and operations. Our Board has formally designated our Governance and Nominating Committee with the responsibility for oversight of the Company’s policies, practices and disclosures relating to sustainability, including those related to climate change, for purposes of risk management, long-term business strategy and other matters. The Governance and Nominating Committee receives regular updates on sustainability. In addition, our executive management team established a Sustainability Council which is comprised of senior leaders across the Company. The Sustainability Council defines the Company’s approach to sustainability and broader environmental, social and governance concerns. Our goal is to integrate our efforts on sustainability with our long-term business strategy.

35 

PEOPLE & COMMUNITYSUSTAINABLE UNDERWRITING

We value being an inclusive employer and are committed to supporting the unique voices, backgrounds, cultures and contributions of our global employee base. We strive to foster an environment where all employees feel included, valued, respected and supported to unleash their full potential. Our Chief Human Resources Officer oversees the implementation of the Company’s human capital management strategy, including its Diversity, Equity, Inclusive & Belonging (DEI&B) initiatives. Our DEI&B efforts are supported by our management team. Highlights include:

•     

Inclusion of diversity into talent development goals for executives and implemented diverse hiring practices

Continuation of corporate partnership with the Association of International Black Actuaries and Organization of Latino Actuaries and support for Stand with Asian Americans

Our global reach affords us a unique opportunity to improve the health and prosperity of communities around the world. Our offices work directly with communities to support local causes. These efforts include programs and partnerships that leverage the skills, knowledge and enthusiasm of our employees’ volunteerism.


Our group underwriting guidelines:

•     Incorporate climate risk considerations

•     

Require strict adherence to compliance and regulatory obligations, including global efforts to reduce funding of terrorism, corruption and human rights violations

Require underwriting decisions to be taken with the purpose of improving the overall profit, while using the latest underwriting techniques and tools and balancing with experience and common sense

•     

Structure compensation of underwriting operations to promote prudent risk taking and long-term profitability

Use diversification, strong accumulation controls and reinsurance to adjust risks to acceptable tolerance levels

We have recently evaluated our insurance and reinsurance portfolio to reduce climate risk within the portfolio.

INVESTMENTS

We work with a number of asset managers who have implemented procedures to identify, manage and monitor certain sustainability risks related to governance events, such as: lack of diversity on boards; inadequate external or internal audit; bribery and corruption; lack of scrutiny of executive pay; poor safeguards on personal data and information technology security.

36 


COMPLIANCE & ETHICSENVIRONMENTAL STEWARDSHIP & SUSTAINABILITY

The Sustainability Council defines the Company’s approach to sustainability and broader environmental, social and governance concerns. We aim to conduct our business in a manner that respects the human rights and dignity of all, and we support international efforts to promote and protect human rights, including an absolute opposition to slavery and human trafficking. We have formalized our positions on human rights in various Company policies and other commitments, including:

   Code of Business Conduct and Ethics

   Modern Slavery Statement

   Vendor Code of Conduct

   Respectful Work Policy

Our Board adopted a global Environmental Policy Statement that sets forth our commitment to operating a sustainable business, endorsing sustainability initiatives, supporting organizations that foster sustainability in our communities, and proactively setting sustainability goals. For more information about our commitments, please refer to our Environmental Policy Statement located on our website at investors.siriuspt.com/governance/governance-documents.

We are a part of ClimateWise, a global network of leading insurance industry organizations, working to directly support society as it responds to the risks and opportunities of climate change.




For more information about our Sustainability initiatives, please refer to our website at: www.siriuspt.com/esg.

37 

STAKEHOLDER ENGAGEMENT

WHY WE ENGAGE

Our directors and management recognize the benefits that come from robust dialogue with shareholders and other relevant stakeholders and we have embraced an active engagement strategy. We engage with stakeholders through the year in order to:

01.jpg

Provide visibility and transparency into our business, our performance and our corporate governance and compensation practices;

01.jpg

Discuss with our shareholders the issues that are important to them, hear their expectations for us and share our views; and

01.jpg

Assess emerging issues that may affect our business, inform our decision making, enhance our corporate disclosures and help shape our practices.

HOW WE ENGAGE

In 2023, we engaged with existing and new investors and other key stakeholders. We strive to increase visibility among the investment community and increase engagement with existing investors.

SiriusPoint leadersdiscussed these topicswith our stakeholdersthrough various venues

•      Executive Leadership Team

•      Senior Management

•      Secretary

•      Head of Investor Relations and Strategy

•     Our business

•     Governance

•     Executive Compensation

•     Investors

•     Regulators

•     Rating Agencies



•     Investor Meetings

•     Quarterly Earnings Calls

•     Investor Conferences

•     Annual Shareholder Meeting

ACTIONS TAKEN BY THE BOARD FOLLOWING STAKEHOLDER ENGAGEMENT

Stakeholder feedback is delivered to our Board and is considered in connection with the Board’s strategy for the Company’s transformation and turnaround.

38 

DIRECTOR NOMINATING PROCESS

The Board is responsible for nominating candidates for election to the Board and for filling vacancies on the Board that may occur between annual general meetings of shareholders. The Governance and Nominating Committee is responsible for identifying, screening and recommending candidates to the Board for Board membership. When formulating its recommendations, the Governance and Nominating Committee may also consider advice and recommendations from others, including shareholders, as it deems appropriate. The Governance and Nominating Committee will identify and consider candidates suggested by outside directors, management and/or shareholders and evaluate them in accordance with its established criteria.

 

The Governance and Nominating Committee and the Board believe that diversity along multiple dimensions, including opinions, skills, perspectives, personal and professional experiences, gender, race and cultural diversity, and other differentiating characteristics, is an important element of its nomination recommendations. The Governance and Nominating Committee has not identified any specific minimum qualifications which must be met for a person to be considered as a director candidate. However, Board candidates are selected based upon various criteria, including: business and professional experience, judgment, diversity, age, skill, background, education, time availability in light of other commitments, and such other relevant factors that the Governance and Nominating Committee considers appropriate in the context of the needs of the Board.

The Board requires at least two diverse candidates to be included in the pool for all director searches and evaluates a nominee’s experience, gender, race, age, ethnicity, national origin, sexual orientation, skills and other qualities.

39 

BOARD DIVERSITY SNAPSHOT

The graphics below illustrate the diversity of experience represented on our Board:

OUTSIDE ADVISORS

Our Board and each of its Committees may retain outside advisors and consultants of their choosing at the Company’s expense. The Board need not obtain management’s consent to retain outside advisors. Since 2021, the Compensation Committee has retained Mercer (US) Inc. (“Mercer”) to provide advice on executive compensation matters, including the Compensation Discussion and Analysis contained in this proxy statement. In connection with Mercer’s retention, the Compensation Committee conducted an assessment of potential conflicts of interest, considering various factors including the six factors mandated by the NYSE rules, and no conflicts of interest relating to its services were identified. See “Role of the Compensation Consultant” in the Compensation Discussion and Analysis for more information regarding the services provided by Mercer.

COMMITTEE CHARTERS & CODE OF BUSINESS CONDUCT AND ETHICS

The committee charters are reviewed at least annually, and each Committee recommends any proposed changes to the Board for approval. The charters of the Audit Committee, Compensation Committee, and Governance and Nominating Committee as well as the Corporate Governance Guidelines, the Code of Business Conduct and Ethics, and our Environmental Policy Statement are available on our website at investors.siriuspt.com/governance/governance-documents and may also be obtained upon request without charge by writing to:

SiriusPoint Ltd.

Attention: Secretary

Point Building

3 Waterloo Lane

Pembroke HM 08, Bermuda

40 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended December 31, 2023, there were no compensation committee interlocks or insider participants. During 2023, none of the members of our Compensation Committee was an officer or employee of our Company, and during fiscal year 2023, no executive officers served as a member of a board of directors or compensation committee of any entity that has one or more executive officers or directors serving on our Board and/or Compensation Committee. None of the members of the Compensation Committee during fiscal year 2023 had any relationship requiring disclosure under Item 404 of Regulation S-K for the fiscal year ended December 31, 2023.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS

The Company has adopted a Related Person Transaction Policy pursuant to which our executive officers, directors, director nominees and principal shareholders, including their immediate family members, and any firm, corporation or other entity in which any of the foregoing persons is a general partner, limited partner or 10% beneficial owner are not permitted to enter into a related person transaction with us without the consent of our Audit Committee, another independent Committee of our Board or the full Board. Any request for us to enter into a transaction in which an executive officer, director, principal shareholder or any of such persons’ immediate family members has a direct or indirect material interest is required to be presented to our Audit Committee for review, consideration and approval.

All of our directors, executive officers and employees are required to report to our Audit Committee any such related person transaction. In approving or rejecting the proposed transaction, our Audit Committee takes into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction and, if applicable, the impact on a director’s independence. Under the policy, if we should discover related person transactions that have not been approved, our Audit Committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction. A copy of our Related Person Transaction Policy is available on our website at: investors.siriuspt.com/governance/governance-documents.

RELATED PERSON TRANSACTIONS

The following is a description of certain relationships and transactions involving amounts in excess of $120,000 that the Company has entered into or participated in with our directors, officers, major shareholders and certain other related persons since January 1, 2023.

CM Bermuda Investor Rights Agreement

On February 26, 2021, as part of the merger of Third Point Reinsurance Ltd. and Sirius International Insurance Group, Ltd., SiriusPoint Ltd. entered into an investor rights agreement (the “IRA”) with CM Bermuda. The IRA provided for, among other things, a standstill arrangement whereby CM Bermuda or its affiliates would not take any action in support of or make any proposal with respect to controlling, changing, or influencing the Company’s management business, capitalization or corporate structure. The standstill provisions terminate on the date in which CM Bermuda or its affiliates no longer have a designated representative on the Company’s board of directors. On April 5, 2024, CMIG International affirmed in writing that Mr. Tan is no longer a representative of CMIG International on the Board as of April 5, 2024 and that until such time that CM either designates in writing a person to serve as its representative, or notifies the Company of its intent not to designate a representative, all terms under the IRA shall remain effective as if CMIG International has designated a representative on the Board.

41 

Joint Venture and Investment Management Agreements

Daniel S. Loeb, an affiliate of Third Point LLC, has sole voting and dispositive power over approximately 8.9% of the common shares of the Company (as of March 15, 2024). As long as ownership by Third Point LLC and its affiliates (“Third Point”) persons remains in excess of 5% of the voting securities of the Company, Third Point is a related person. See “Security Ownership of Certain Beneficial Owners and Management.”

On July 31, 2018, Third Point Reinsurance Ltd. (as predecessor to the Company), Third Point Re BDA and Third Point Re USA entered into the Amended and Restated Exempted Limited Partnership Agreement (the “2018 LPA”) of Third Point Enhanced LP (“TP Fund”) with Third Point Advisors L.L.C. (“TP GP”) and others, effective August 31, 2018. The 2018 LPA was subsequently amended and restated in 2019 and 2020, and on February 23, 2022, the Company entered into the Fourth Amended and Restated Exempted Limited Partnership Agreement of TP Fund with TP GP and the other parties thereto (the “TP Fund LPA”).

Pursuant to an investment management agreement between Third Point LLC and TP Fund, dated July 31, 2018, and as amended and restated on February 28, 2019, Third Point LLC is the investment manager for TP Fund. In addition, on July 31, 2018, Third Point Re BDA and Third Point Re USA (together the “TPRE Limited Partners”) and TP Fund executed a Subscription Agreement pursuant to which the TPRE Limited Partners transferred certain net investment assets and related liabilities from their separate accounts to TP Fund, and TP Fund issued limited partner interests to the TPRE Limited Partners proportionate to and based on the net asset value transferred by each such entity on the applicable transfer date. Certain collateral assets consisting of debt securities and restricted cash were not transferred to TP Fund but are also managed by Third Point LLC under a separate investment management agreement, as discussed below under “—Investment Management Agreement.”

For more information regarding the TP Fund LPA and the 2022 IMA (as defined below), please refer to the summary below.

LIMITED PARTNERSHIP AGREEMENT OF THIRD POINT ENHANCED LP

Term and Termination Rights

The TP Fund LPA has a term ending on March 31, 2026, subject to automatic renewal for additional successive two-year terms unless a party notifies the other parties, with one year’s prior notice before the end of a term, that it wishes to terminate the TP Fund LPA at the end of such term. We may terminate the TP Fund LPA in certain circumstances, including (1) at any time upon the written consent of the TPRE Limited Partners and TP GP or (2) upon the death, long-term disability or retirement of Daniel S. Loeb, or the occurrence of other circumstances in which Mr. Loeb is no longer directing the investment program of Third Point LLC or actively involved in the day-to-day management of Third Point LLC.

Withdrawal Rights

Under the TP Fund LPA, we may withdraw our capital accounts in TP Fund (i) in full on March 31, 2026, and each successive two-year anniversary of such date or (ii) in accordance with the other withdrawal rights set forth in the TP Fund LPA.

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Incentive Allocations

With respect to each of the TPRE Limited Partners, TP GP receives incentive allocations. An incentive allocation crystallizes as of each December 31, each withdrawal date that a TPRE Limited Partner effects a withdrawal, other than December 31, in respect of the amount withdrawn and if TP Fund is dissolved on a date other than December 31, the termination date (each an “Incentive Allocation Period”). Reallocation of a TPRE Limited Partner’s capital account as of a crystallization date is divided between the TPRE Limited Partner and TP GP as follows: 20% of the result of (x) the Net Increase (as defined in the TP Fund LPA) (if any) of the Capital Account (as defined in the TP Fund LPA) of a TPRE Limited Partner during such Incentive Allocation Period, minus (y) the Management Fee (as defined in the TP Fund LPA) debited from such Capital Account for such Incentive Allocation Period, minus (z) such partner’s Loss Recovery Account (as defined in the TP Fund LPA) balance for such Incentive Allocation Period, shall be reallocated to TP GP (the “Incentive Allocation”). TP GP, in its discretion, may elect to reduce, waive or calculate differently the Incentive Allocation, with respect to any TPRE Limited Partner.

Management Fee

Pursuant to the TP Fund LPA, Third Point LLC is entitled to receive monthly management fees. Prior to the amendment and restatement of the TP Fund LPA and the 2022 IMA (as defined below), management fees were charged at the TP Fund level and were calculated based on 1.25% of the assets under management in TP Fund and multiplied by an exposure multiplier computed by dividing the average daily investment exposure leverage of the TP Enhanced Fund (as defined below) by the average daily investment exposure leverage of the Third Point Offshore Master Fund L.P. (“Offshore Master Fund”). Third Point LLC also serves as the investment manager for the Offshore Master Fund. Following the 2022 amendment and restatement of the TP Fund LPA, Third Point LLC is entitled to a fixed monthly management fee equal to 1.25% of the balance of each Capital Account (determined as of the beginning of the month before the accrual of the performance allocation and not including any exposure leverage of the TP Fund or any Capital Account).

INVESTMENT MANAGEMENT AGREEMENT

On August 6, 2020, Third Point LLC (d/b/a Third Point Insurance Portfolio Solutions) (“TPIPS”) and the Company entered into an Investment Management Agreement, effective as of February 26, 2021 (the “TPIPS IMA”), pursuant to which TPIPS serves as investment manager to the Company and provides investment advice with respect to the investable assets of the Company, other than assets that the Company may withdraw from time to time as working capital. On February 23, 2022, the Company entered into an Amended and Restated Investment Management Agreement (the “2022 IMA”) with Third Point LLC and the other parties thereto, which amended and restated the TPIPS IMA.

Pursuant to the 2022 IMA, Third Point LLC provides discretionary investment management services with respect to a newly established TP Optimized Credit portfolio (the “TPOC Portfolio”), subject to investment and risk management guidelines, and continues to provide certain non-discretionary investment advisory services to the Company. The Company agreed to contribute to the TPOC Portfolio all amounts withdrawn from TP Fund on November 30, 2021, December 31, 2021 and January 31, 2022 that were not invested or committed for investment in other Third Point strategies.

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Term and Termination Rights

The 2022 IMA will continue with respect to the TPOC Portfolio until the first of the following events to occur: (1) as of any month-end upon at least 120 days’ prior written notice from Third Point LLC, (2) upon the complete withdrawal of all of the assets in the TPOC Portfolio or (3) 45 days’ following the mutual agreement of the Company and Third Point LLC to terminate. The term of the 2022 IMA with respect to the advisory services may be terminated by the Company as of any calendar month-end, with at least 30 days’ prior notice. The Company and Third Point LLC have certain other termination rights as set forth in the 2022 IMA.

Withdrawal Rights

Under the 2022 IMA, we may withdraw our capital accounts in TPOC Portfolio (i) in full on March 31, 2026 and each successive anniversary of such date or (ii) in accordance with the other withdrawal rights set forth in the 2022 IMA.

Incentive Fees

Under the 2022 IMA, the Company is obligated to pay Third Point LLC, from the assets of each sub-account, an annual incentive fee equal to 15% of out-performance over a specified benchmark for the investment management services provided in respect of the TPOC Portfolio. On March 31, 2026 or upon the termination of the 2022 IMA if earlier, an incentive fee in respect of each sub-account will be determined and paid as if such date were the last day of a calendar year. In addition, immediately after giving effect to such incentive fee payment, Third Point LLC will calculate a notional incentive fee in respect of each remaining sub-account on a cumulative basis from the establishment of such sub-account through such date as if no incentive fee had been paid in respect of such sub-account on or prior to such date, adjusted to account for withdrawals and management fees, in an amount equal to 20% for the first 2.5% of out-performance in respect of each sub-account, 25% for the next 2.5% of out-performance in respect of each sub-account and 30% of any further out-performance in respect of each sub-account. If such calculated amount exceeds the aggregate incentive fee actually paid with respect to any such sub-account, the Company is obligated to pay Third Point LLC the amount of such excess from each applicable sub-account.

Management Fees

The Company is obligated to pay Third Point LLC a monthly management fee equal to one twelfth of 0.50% (0.50% per annum) of the TPOC Portfolio, net of any expenses, and, during the investment advisory term concluded on February 26, 2024, a fixed advisory fee for Third Point LLC investment advisory services, which has been fully paid by the Company.

Standstill Agreement with Mr. Daniel S. Loeb

On August 9, 2023, the Company entered into a standstill agreement with Daniel S. Loeb, which provides that he will not, subject to certain limited exceptions, make a take-over or purchase proposal for the Company or acquire more than 9.5% of the outstanding shares of the Company or an amount of ownership requiring regulatory approval. Further, the standstill agreement provides that Mr. Loeb would not take any action in support of or make any proposal with respect to controlling, changing or influencing the Company’s management, business, capitalization or corporate structure. The standstill agreement terminates on July 1, 2025 or a potential earlier date, subject to certain terms and conditions.

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COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Any interested parties desiring to communicate with the Board or any of the independent directors regarding the Company may directly contact such director(s) by delivering such correspondence to such director(s) (or the entire Board) by e-mail to secretary@siriuspt.com or by mail at the following address:

SiriusPoint Ltd.

Attention: Secretary

Point Building

3 Waterloo Lane

Pembroke HM 08, Bermuda

The Secretary will not forward to the Board, any Committee or any director communications of a personal nature or not related to the duties and responsibilities of the Board, including, without limitation, junk mail and mass mailings, business solicitations, routine customer service complaints, new product or service suggestions, opinion survey polls or any other communications deemed by the Chief Legal Officer to be immaterial to the Company.

The Audit Committee of the Board has established procedures, including through the use of a third party hotline, for employees, shareholders and others to submit confidential and anonymous reports regarding accounting, internal accounting controls or auditing matters. Details of the hotline are available on our website at www.siriuspt.com.

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DIRECTOR COMPENSATION

COMPENSATION OF DIRECTORS FOR FISCAL YEAR 2023 

The Director Compensation Policy provides for payment to each independent director of both an annual cash retainer and one or more grants of restricted shares.

Annual Cash Retainer

Pursuant to the terms of our Director Compensation Policy, our independent directors were entitled to receive an annual cash retainer of $137,500 per year, but with supplementary payments for independent directors in certain roles as follows:

Lead Independent Director of the Board: $50,000;

Non-Executive Chair of the Board: $100,000;

Chairs of the Audit and Risk and Capital Management Committees: $35,000 (in the case of the Risk and Capital Management Committee, effective October 2023); and

Chairs of the Investment, Compensation, and Governance and Nominations Committees: $20,000 (effective October 2023).

Annual cash retainers are paid in arrears in equal quarterly installments, and are prorated for partial years of Board service based on the number of days served by the applicable independent director during any such year.

Equity Incentive Grants

Pursuant to the terms of the Director Compensation Policy, each independent director is entitled to receive an annual grant of restricted shares with a grant date value of $137,500 (or such higher amount as approved by the Board). Beginning in 2023, restricted share grants are typically made on or around the date of the annual general meeting of shareholders, with the number of shares being calculated based on the fair market value of a common share of the Company on the date of grant, and vest on the date of the next annual meeting of shareholders following the date of such grant, subject to the director’s continued service through such vesting date. For independent directors who join the Board after the grant date for the annual restricted share grant, but within the same year as such grant, beginning in June 2023, such directors will receive a restricted share grant equal to 50% of the annual restricted share grant for the year. Any independent directors that join the Board on or after January 1st of an applicable year and prior to the date of the annual grant will not be entitled to a pro-rated award for such period of service, but will receive their first award at the time of the next annual grant.

In addition, prior to October 2023, each independent director who joined the Board received an additional initial grant of restricted shares with a grant date value of $250,000 (or such higher amount as approved by the Board), which was scheduled to vest in three equal installments on the first three anniversaries of the day the director commenced service with the Board, subject to their continued Board service through the applicable vesting date. Mr. Masojada was appointed to the Board effective as of May 2, 2023 and received an initial equity grant with a grant date fair value of $250,000. In October 2023, the Board eliminated the practice of granting an initial equity award for the first year of Board service.

All restricted share grants made in 2023 were subject to the SiriusPoint Reinsurance Ltd. 2013 Omnibus Incentive Plan (the “2013 Omnibus Incentive Plan”) or, depending on the time of the effective date of the grant, the

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SiriusPoint Ltd. 2023 Omnibus Incentive Plan (the “2023 Omnibus Incentive Plan”) and applicable award agreements entered into between the Company and the director, including vesting and forfeiture provisions. The restricted share awards (other than initial grants of restricted shares in connection with the director’s appointment to the board) granted during 2023 are scheduled to fully vest on June 1, 2024, subject to the director’s continued Board service through the vesting date.

Our directors who are not independent (including those who are our employees) do not receive compensation for serving as members of our Board. As a result, Messrs. Egan, Tan and Loeb were not compensated for their services as directors during 2023 (with the exception that Mr. Tan did receive the one-time special committee fee described below). However, all directors are reimbursed for reasonable expenses incurred in attending meetings and carrying out duties as Board and committee members, including attendance at educational seminars and other expenses directly related to the Company’s business.

Special Committee Fee

Following the expression of interest received from Third Point LLC in April 2023 regarding the potential acquisition of all, or substantially all, of the outstanding stock of the Company, the Board formed a special committee to consider and evaluate options for the corporate direction of the Company. All directors serving at that time, excluding Messrs. Egan and Loeb, received a one-time fee of $60,000 in compensation for the additional time commitment involved.

2023 DIRECTOR COMPENSATION

 

FEES EARNED

OR PAID IN

CASH

RESTRICTED

SHARE

AWARDS(1)(2)

OPTION

AWARDS

ALL OTHER

COMPENSATION

TOTAL
NAME($)($)($)($)($)
Rafe de la Gueronniere (3)202,500137,500340,000
Gretchen A. Hayes (4)117,731117,731
Sharon M. Ludlow (5)448,202137,500585,702
Bronek Masojada (6)149,572387,500537,072
Mehdi A. Mahmud (3)202,500137,500340,000
Franklin (Tad) Montross IV (3)206,250137,500343,750
Jason Robart (3)202,500137,500340,000
Peter Wei Han Tan (7)60,00060,000
Daniel S. Loeb

(1)The restricted shares were awarded to the independent directors on June 15, 2023 under our 2023 Omnibus Incentive Plan. Restricted shares awarded on June 15, 2023 will vest on June 1, 2024, subject to the director’s continued service through such date. In addition, Mr. Masojada was awarded additional restricted shares on May 8, 2023 under our 2013 Omnibus Incentive Plan, with a

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grant date fair value of $250,000 in connection with his appointment to the Board. As of December 31, 2023, our non-employee directors during 2023 had the following number of outstanding restricted shares:

NAME

NUMBER OF

UNVESTED

RESTRICTED SHARES

 NAME

NUMBER OF

UNVESTED

RESTRICTED SHARES

Rafe de la Gueronniere22,865 Franklin (Tad) Montross IV22,865
Gretchen A. Hayes7,936 Jason Robart38,304
Sharon M. Ludlow22,865 Peter Wei Han Tan
Mehdi A. Mahmud22,865 Daniel S. Loeb
Bronek Masojada41,840   


(2)The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated forfeitures. The fair value was determined using the methodology and assumptions set forth in Note 18, “Share-Based Compensation and employee benefit plans,” to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which are hereby incorporated herein by reference.

(3)Messrs. Gueronniere, Mahmud, Montross IV and Robart each received a base fee of $137,500, the special committee fee of $60,000, and a pro-rated supplemental fee for each such director as a result of their service as Chairs of the Investment, Governance and Nominations, Risk and Capital Management, and Compensation Committees, respectively, for the period from October through December of 2023.

(4)Reflects prorated fees earned from January 1, 2023 through June 1, 2023, the effective date of Ms. Hayes’s resignation from our Board, as well as the special committee fee of $60,000.

(5)Ms. Ludlow received a base fee of $137,500. In addition, Ms. Ludlow received additional fees approved by the Board for additional services in the year in order to take into account the extent of the changes being undertaken by the Company during this period. These fees included a fee for services as Interim Chair for the period between January 1, 2023 and May 31, 2023 of $146,952, a fee for services as Audit Committee Chair for the period between January 1, 2023 and June 2023 of $86,250 and from July to December of 2023 of $17,500, and the special committee fee of $60,000.

(6)Reflects prorated fees earned from May 2, 2023, the effective date of Mr. Masojada’s appointment to our Board through December 31, 2023, as well as the special committee fee of $60,000, and a pro-rated supplementary fee payment as result of his appointment as non-executive Chair of the Board effective as of June 1, 2023.

(7)Mr. Tan does not receive regular director fees. However, he did receive the $60,000 special committee fee.

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EXECUTIVE OFFICERS

The following table sets forth information regarding the individuals who serve as our executive officers.

NAMEAGEPOSITION
Scott Egan52Chief Executive Officer & Director
Stephen Yendall48Chief Financial Officer
David E. Govrin60Group President and Chief Underwriting Officer
Robin Gibbs49Chief Executive Officer, SiriusPoint International

SCOTT EGAN

KEY EXPERIENCE AND QUALIFICATIONS 

The Board considered Mr. Egan’s over 25 years of industry experience and service as the Chief Executive Officer of Royal Sun Alliance (RSA) UK & International, and Mr. Egan’s experience as CEO of the Company, and concluded that Mr. Egan should continue to serve as a director because he brings a diverse set of skills, breadth of knowledge and valuable financial, strategic and risk management experience to our Board.

CAREER HIGHLIGHTS

•    SiriusPoint Ltd.

◦     CEO (September 21, 2022 to present) 

•  Royal Sun Alliance (RSA) UK & International, a multinational general insurance company 

◦     Chief Executive Officer (January 2019 to December 2021) 

◦     Group Chief Financial Officer (September 2015 to December 2018) 

•  Towergate Insurance Limited, a European insurance intermediary 

◦     Interim Chief Executive Officer and Chief Financial Officer (April 2012 to September 2015)

EDUCATION

•     Masters Business Administration, Cranfield School of Management

•    Chartered Institute of Management Accountants, Member

Chief Executive Officer since 2022

Age 52 

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STEPHEN YENDALL

CAREER HIGHLIGHTS 

•    SiriusPoint Ltd.

◦     Chief Financial Officer (October 2022 to present) 

    Guy Carpenter Inc., a company providing global risk and reinsurance solutions and a subsidiary of Marsh & McLennan Companies, Inc. 

◦     Managing Director (October 2021 to October 2022) 

•     RSA Canada Group, a Canadian general insurer

◦     Chief Financial Officer and Chief Operating Officer (August 2018 to October 2021) 

•    Ernst & Young LLP, a public accounting firm appointed as our independent auditor

◦     Partner (June 2016 to August 2018) 

EDUCATION

   BA, University of Waterloo

 

DAVID E. GOVRIN

CAREER HIGHLIGHTS 

   SiriusPoint Ltd. 

    Global Chief Underwriting Officer and President, Americas Reinsurance (March 2021 to present) 

   Third Point Reinsurance (USA) Ltd.

   President (May 2019 to March 2021) 

◦    Head of Business Development (February 2019 to 2021) 

Berkshire Hathaway’s Reinsurance Group, a reinsurance company

   Vice President and key member of the underwriting team (2012 to 2019) 

•    Hudson Insurance Capital Partners, a specialty insurance focused private equity fund of approximately $200 million 

   Founder (2007) 

   Sierra Re Advisors, a boutique reinsurance intermediary 

◦    Founder (2006) 

   Ritchie Capital Management, an alternative asset manager 

   Managing Director/ILS Fund Manager (2005 to 2006) 

    Citigroup 

    Director, Structured Insurance Products group (2002 to 2004) 

    Goldman Sachs

    Vice President, Initial member of the Insurance Products Group developing the ILS market (1997 to 2002) 

    Guy Carpenter

◦    Senior Vice President, property account executive executing and developing traditional, structured, and capital markets products (1989 to 1997) 

    Dean Witter Reynolds

    Fixed income operations, sales and trading (1986 to 1989) 

Horizon Bank

◦     Commercial Credit Analyst (1985 to 1986)

EDUCATION

•    Master of Business Administration in Finance, NYU’s Stern School of Business 

•     Bachelor of Science in Finance and Real Estate, University of Denver 

 

Global Chief Underwriting Officer and President, AmericasReinsurance since March 2021

Age 60

50

ROBIN GIBBS

CAREER HIGHLIGHTS

   SiriusPoint Ltd. 

◦     Chief Executive Officer, SiriusPoint International (December 2022 to present) 

•    RSA Insurance Group, a British multinational general insurance company

Commercial Managing Director, Commercial Risk Solutions Managing Director, Mobility Insurance Managing Director, Director of Regions, Delegated Business Managing Director, Interim Mid-Market Managing Director, Strategy Director, Head of Underwriting, New Business Manager (September 2001 to December 2022) 

EDUCATION

•    Bachelor’s Degree, Aston Business School

 

Chief Executive Officer, SiriusPoint

International since December 2022

Age 49

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EXECUTIVE COMPENSATION

PROPOSAL 2ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (SAYON-PAY)
TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE EXECUTIVE COMPENSATION PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT

As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and in accordance with Section 14A of the Exchange Act, the Company’s shareholders are entitled to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”). This non-binding advisory vote, commonly known as a “Say-on-Pay” vote, gives our shareholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement.

As described in detail under “Compensation Discussion and Analysis,” our compensation programs are designed to 

attract, motivate and retain executives of outstanding ability to meet and exceed the demands of our business,

focus management on optimizing shareholder value and fostering an ownership culture,

create appropriate rewards for outstanding performance and reduced compensation for underperformance, and

be competitive and foster collaboration by rewarding executives for their contribution to our overall performance and financial success.

We believe our compensation program is effective, appropriate and strongly aligned with the long-term interests of our shareholders and that the total compensation packages provided to our NEOs are reasonable and not excessive.

For these reasons, the Board is asking shareholders to vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

As an advisory vote, this Proposal 2 is not binding on the Board or the Compensation Committee (or any other committee of the Board), will not overrule any decisions made by the Board or the Compensation Committee (or any other committee of the Board) and will not require the Board or the Compensation Committee (or any other committee of the Board) to take any specific action. The outcome of this vote does not create or imply any change to the fiduciary duties of the Company or its Board or any of its committees (or any individual member thereof), or create or imply any additional fiduciary duties. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our shareholders, and will carefully consider the outcome of the vote when making future compensation decisions for our NEOs.

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COMPENSATION DISCUSSION AND ANALYSIS

I.OVERVIEW

This Compensation Discussion and Analysis (“CD&A”) provides an overview of the business context and results, as well as the material components of our executive compensation program, and the compensation of our NEOs.

Our NEOs for fiscal year 2023 were the following executive officers who served during fiscal year 2023:

Scott Egan, Chief Executive Officer and Director

Stephen Yendall, Chief Financial Officer

David E. Govrin, Group President and Chief Underwriting Officer

Rob Gibbs, President & CEO, SiriusPoint International

Stuart Liddell, Former Global President, Accident & Health (until July 12, 2023)

II.EXECUTIVE SUMMARY

2023 Performance Highlights

2023, the first full year of performance of the new CEO, Scott Egan, and his leadership team, aligned with financial and operational success for the Company. The appointment of Scott in the final quarter of 2022 led to the rapid appointment of several new members to the leadership team in late 2022 and early 2023 during which the Company went through a review of strategy to support a turnaround of the performance of the business. This strategic review resulted in both a rebalancing of the focus of the lines of business, and a review of the portfolio of Managing General Agents (“MGAs”) and strategic partnerships. Alongside this, Scott’s team conducted a complete review of the target operating model of the business and progressed the execution of work to radically change the culture of the business.

The Company delivered an exceptionally strong set of financial results, with much improved underwriting and investment performance. The Company’s major performance accomplishments of 2023 included, but are not limited to, the following:*

Continued share price recovery, totaling a 132.0% increase since the CEO’s hire, with a 96.6% share price increase over the 2023 fiscal year.

Core underwriting income was $250.2 million (89.1% combined ratio) for 2023, compared to an underwriting loss of $34.8 million (101.6% combined ratio) for 2022.

The net income available to SiriusPoint common shareholders was $339 million, an improvement of $742 million compared to 2022, supported by positive investment results and net services fee income.

Performance was strengthened by the completion of our cost savings program, which delivered more than $50 million of overhead expense savings, which was ahead of the 2024 targeted date of completion.

The Company’s S&P credit rating was revised upwards to A- Stable.

 *Note: Certain of these compensation performance metrics are non-GAAP financial measures. Please see Appendix A for our calculation of these measures and a reconciliation to the most directly comparable GAAP financial measures.

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More broadly, the Board believes that the new team have done an exceptional job turning around the fortunes of the business as evidenced by the following:

The business has been simplified and the balance sheet has been much improved.

The foundations of the business have been strengthened through reducing volatility, the delivery of a loss portfolio transfer of legacy policies for 2021 and prior underwriting years and significant progress on risk management.

Significant changes have been made at both Executive Leadership Team level and through the wider Senior Leadership Team to develop a team of leaders with the right caliber and capability to deliver on both the turnaround and to build a sustainable business that can go on to become best in class.

Culture has changed dramatically and has been a key leadership priority since the team believes a healthy, performance-oriented culture will help us to attract and retain the right people and incentivize our team to keep delivering on our promises to our stakeholders. The team has rolled out a very clear Purpose, Vision, and Values throughout the business alongside a set of very clear statements about the desired culture, which has been very well received in the business.

Our first employee engagement survey was delivered in June 2023, and we were delighted to receive an 81% response rate and an engagement rate of 75%. Key highlights from the survey were very strong scores for leadership and alignment. Key areas to focus on were pride in the business and well-being and these have been core action plans through 2023. Listening groups across our various sites since the survey suggest that our actions are having the desired effect on these key areas. Leadership development is also a key priority focus for 2024 as we seek to build a culture and a business that is sustainable and proud.

The above illustrates the context for the compensation decisions taken for the performance year 2023. The focus of the team as we continue into 2024 is to build on last year’s progress, retain our underwriting-first approach, continue focusing on sustainability and to move the business forward to ultimately becoming best in class.

For further information regarding the Company’s financial performance in the year ended December 31, 2023, please refer to our Form 10-K filed with the Securities Exchange Commission on February 29, 2024.

SiriusPoint’s 2023 Compensation Highlights

SiriusPoint’s 2023 executive compensation program is designed to link pay and performance, with a significant majority of our NEO’s direct compensation delivered as at-risk, variable compensation (in the form of both short-term cash incentives and longer-term equity incentives). The program is designed to be aligned with the interests of shareholders by tying executive compensation to metrics that we believe support the creation of long-term shareholder value. It is designed to be consistent with the Company’s:

executive compensation principles,

pay-for-performance philosophy, and

commitment to sound corporate governance and risk management.

In late 2022, and as noted in the 2022 proxy, the Compensation Committee recognized that putting optimal reward structures in place would be an essential underpinning of the turnaround and the embedding of a high-performance culture. A complete review was carried out and new short-term and long-term incentive plans were put in place to coincide with the start of the 2023 financial year. These were designed to focus the Executive

54 

Leadership Team and the rest of the business on the fundamental drivers of success in the business. The key changes made were as follows:

The short-term incentive plan was made up of two components: Core Combined Ratio (70%) and Strategic Objectives (30%). Importantly, nothing could become payable under this plan unless a threshold of Core Combined Ratio performance was delivered. This was designed to support the delivery of the ‘underwriting-first’ strategy that had been developed to clearly focus the business on underwriting results.

The long-term incentive plan was made up of a combination of performance-based restricted stock unit (PSU) (75%) and time-based restricted stock unit (RSU) (25%) components. The PSU component is 100% driven by growth of net book value per share over a compound 3-year period and the RSU was designed as a retentive factor alongside the performance driven factor.

Full details of both plans can be found in the following sections of this report. These plans were considered as fundamental driving platforms to support the turnaround of the performance of the business and importantly to build a high-performance oriented culture.

In addition, the Committee reviewed and approved changes to its clawback policy, and a Risk Review from the Chief Risk Officer was included as part of its determination of the incentive plan results for the year, as part of good governance.

In 2023, the Company provided certain relocation benefits, many being one-time in nature, to our CEO in order to facilitate his relocation to Bermuda from the United Kingdom. These benefits were provided consistent with competitive market practices and to adequately compensate our CEO for the impact of his international relocation to lead our organization from its global headquarters.

SUMMARY OF OUR EXECUTIVE COMPENSATION PRACTICES

WHAT WE DOWHAT WE DON’T DO
 We focus on attracting and retaining superior and diverse executive talent 

We do not award stock options with an exercise price below 100% of fair market value

 We require officers and directors to satisfy meaningful share ownership requirements We do not allow our directors, executive officers, employees and their related persons to pledge the Company’s securities as collateral for loans or for any other purpose
 We seek to mitigate undue risk in compensation programs through informed performance goal-setting that considers multiple financial and non-financial factors We do not allow our directors, executive officers, employees and their related persons to hedge the Company’s securities
 Our Compensation Committee retains the services of an independent compensation consultant We do not provide “gross-ups” for golden parachute taxes
 We generally consider market and industry data when setting executive pay, using the median as a reference point to understand the general market We do not reprice stock options unless approved in advance by our shareholders
 We maintain a clawback policy applicable to executive officers in the event of a financial statement restatement, and, in January 2024, expanded this to allow recoupment for serious/gross misconduct We do not incentivize excessive risk-taking through our compensation programs, and a review of risk events forms part of the Compensation Committee’s considerations when making award decisions
 We offer double-trigger change-in-control benefits

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PAY-FOR-PERFORMANCE ALIGNMENT

Our executive compensation program is designed to link pay and performance, with a significant majority of our NEO’s direct compensation delivered as at-risk, variable compensation (in the form of both short-term cash incentives and longer-term equity incentives). Our executive compensation program is designed to be aligned with the interests of shareholders by tying executive compensation to metrics that we believe support the creation of long-term shareholder value.

The Compensation Committee reviews and evaluates the performance and compensation of our NEOs annually, assessing performance in relation to the Company’s strategic, operational and financial performance over both the short and long-term. The Compensation Committee sets performance goals at the time of grant for all performance-based compensation that are designed to be challenging in order to create further executive alignment with the long-term interests of the Company’s shareholders. We believe that in 2023 the business performance and resultant impact on executive compensation were very much aligned with the delivery of strong shareholder returns.

Base salaries for the NEOs were unchanged between 2022 and 2023, with the exception of Mr. Egan’s base salary which was converted from British pounds to Bermudian dollars on his relocation to Bermuda from £945,000 ($1,141,229 based on the December 31, 2022 spot rate of 1.2076) to $1,100,000.

Long-term incentives were granted in 2023 in the form of PSUs, where vesting is contingent on company performance measures being achieved (75% weighting) and RSUs where vesting is subject to continued service (25% weighting). The target LTI opportunities for the NEOs reflect market practice, their experience and performance, retention considerations, and their employment agreements.

In light of the financial results outlined above, the Committee determined that the continuing NEOs would receive short-term incentive awards paid at 165% of target in respect of 2023.

These outcomes are discussed more fully in the main body of this report.

In light of the positive financial results outlined above, and consistent with the Company’s operating plan approved by the Board, the Committee determined to strengthen the incentive targets for 2024. The Core Combined Ratio target in the annual incentive plan is strengthened to 92.9% (from 95.7%), with a range from 93.9% to 89.9% (compared to a range of 96.7% to 92.7% for 2023); and the Tangible Net Book Value per Share growth target in the 2024-26 long-term incentive plan is increased to 9% per annum (from 8% annum in the 2023-25 long-term incentive plan), with the threshold to maximum target range also increased to 7-11% (from 6-10%).

Results of Say-on-Pay Vote

The Compensation Committee considers the outcome of the annual shareholder advisory vote on executive compensation when making decisions relating to the compensation of our NEOs and our executive compensation program generally. At our 2023 annual general meeting of shareholders, our shareholders approved the compensation paid to our then-serving NEOs in a non-binding advisory vote. Approximately 73% of the shareholders who voted on the proposal voted in favor of the proposal.

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The 2023 say-on-pay vote related to compensation paid to NEOs during 2022. The Company reviewed feedback provided by Institutional Shareholder Services, and also solicited feedback from Messrs. Tan and Loeb (who, in addition to serving as members of our Board, are the Company’s two largest shareholders) to get a better understating of the say-on-pay voting results, and found that concerns related primarily to terms of the previous CEO’s departure, and the level of executive compensation in relation to performance. Given the appointment of new leadership at the end of 2022, the Compensation Committee had already begun to review the executive compensation program in November 2022, and put in place revised compensation programs in early 2023 which reflected changes to better align with shareholder interests, including as outlined above: (i) a revised short term incentive scheme aligned to Core Combined Ratio performance and in which zero payment will be made on any element of the plan until a threshold of Core Combined Ratio performance has been delivered, (ii) granting PSUs which are scheduled to vest based on our growth in the net book value per share over a three-year period and (iii) eliminating stock options from the 2023 long-term incentive program.

The Committee reviewed the say-on-pay results carefully, and after considering the shareholder support for the turnaround and the fact that significant positive changes had already been made to the Company’s executive compensation program, it concluded that it was not necessary to make further direct changes in response to the 2023 say-on-pay vote. However, for 2024, the Compensation Committee has reviewed the annual and long-term incentive financial targets and approved the use of increased targets under the 2024 compensation program in order to reflect the turnaround progress of the Company and its forward-looking plans, as well as to incorporate targets that are designed to be challenging, but achievable with strong performance.

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III.COMPENSATION DETERMINATION PROCESS

Our Compensation Committee leads a rigorous annual process to evaluate whether we offer compensation in accordance with our pay-for-performance philosophy.

EVALUATEAPPROVE
Market data from independent compensation consultantCompany performance metrics for annual and long-term compensation, and specific targets, thresholds and maximums for each measure
Peer group compositionIndividual performance goals for NEOs
Ability of compensation program to attract and retain superior talentAchievement of performance metrics for annual incentive plan and long-term incentive plan
Alignment of performance measures with overall strategySalary, benefits and target annual and long-term incentive compensation levels for NEOs
Feedback from annual-say-on-pay vote

DISCUSS
Progress against financial and strategic goals
Report from Chief Risk Officer on any material risk items, to inform incentive award decisions
Risk assessment of executive compensation program
Market and governance practices

IV.COMPENSATION PHILOSOPHY AND OBJECTIVES

In 2023, the Compensation Committee used its Total Rewards Strategy to review, approve and oversee the Company’s executive compensation practices. The Company’s Total Rewards Strategy is to offer executives compensation, reward and benefit programs that align with the following principles and objectives:

Enable the Company to attract and retain superior talent, which we believe is critical to the Company’s performance;

Provide compensation and benefits packages that are competitive with other peer companies operating in the reinsurance and insurance industry;

Support a high-performance environment by linking pay with Company and individual performance to achieve the Company’s objective to grow the business and deliver superior returns to its investors;

Support alignment between risk management and reward, through design features and the embedding of provisions, such as a balance of fixed-variable pay; share ownership requirements; variable pay deferral through the use of long-term incentives; potential for risk review and adjustment of variable pay, such that a significant proportion of pay is ‘at-risk’; and

Focus on long-term performance to support shareholder value creation and retain executives.

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V.PEER GROUP

The Compensation Committee uses a peer group to evaluate executive compensation decisions. The Compensation Committee believes that the Company’s peer group should reflect the markets in which the Company competes for business, executive talent and capital. Accordingly, the peer group includes companies meeting one or more of the following peer group selection criteria:

1.Industry and scope of business,
2.Size based on revenue and market capitalization,
3.Importance of capital allocation, investments and risk management, and
4.Comparable pool of talent and global presence.

In May 2022, the Compensation Committee approved an updated peer group to better reflect the Company’s competitive compensation market following the merger of Third Point Reinsurance Ltd. and Sirius International Insurance Group, Ltd. Utilizing the peer group selection criteria described above and considering the availability of disclosure data for benchmarking purposes, five new peers were added to the Company’s peer group (Markel Corporation, W.R. Berkley Corporation, The Hanover Insurance Group, Inc., Selective Insurance Group, Inc. and Employers Holdings, Inc.) while three peers were removed (Beazley plc, Lancashire Holdings Limited, and Greenlight Capital Re, Ltd.).

This peer group was used to determine the initial compensation of the CEO and Chief Financial Officer in 2022 and the compensation for each of the NEOs during 2023. The compensation peer group consisted of the following companies:

●    Argo Group International Holdings Ltd. ●    The Hanover Insurance Group, Inc. ●    RenaissanceRe Holdings Ltd.
●    Axis Capital Holdings Ltd. ●    Hiscox Ltd. ●    RLI Corp.
●    Employers Holdings, Inc. ●    James River Group Holdings, Ltd. ●    Selective Insurance Group, Inc.
●    Enstar Group Limited ●    Markel Corporation ●    White Mountains Insurance Group Ltd.
●    Global Indemnity Limited ●    ProAssurance Corporation ●    W.R. Berkley Corporation
 
Our assets, revenue, and market capitalization compared to our peer group were as follows:
 
  ASSETS 1REVENUES 1 MARKET CAPITALIZATION2 
       
SiriusPoint $12,872$2,737 $1,944 
Relative Peer Group Position: 2023 Peer Group 3 56th percentile51st percentile 29th percentile 

(1)Represents revenue for the trailing four quarters ended December 31, 2023. Revenues shown in U.S. dollars using Standard & Poor’s Capital IQ.

(2)Represents market capitalization as of December 31, 2023.

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(3)Relative peer group positioning excludes Argo Group International Holdings Ltd., which was acquired by Brookfield Reinsurance in November 2023.

VI.ELEMENTS OF OUR COMPENSATION PROGRAM

During 2023, the compensation packages for our NEOs consisted primarily of:

base salary;

annual cash incentive compensation;

long-term incentive compensation;

certain perquisites; and

retirement, health and welfare benefits.

Set forth below is a discussion of each of these elements of total compensation, the reason we provide each element, and how each element fits into our overall compensation philosophy. We have designed each element of the Total Rewards Strategy to attract and retain a talented executive team and to incentivize the desired behaviors and business results for the Company.

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ELEMENTPURPOSE
FIXEDBASE SALARY

●    

To provide base compensation for executives’ ongoing performance of job responsibilities throughout the year.  

●    

To attract and retain executives with the knowledge, skills and abilities necessary to successfully execute their job responsibilities.  

●    To recognize each executive’s position, role, responsibility and experience.  

●    To remain competitive in the industry. 

VARIABLE Short-termANNUAL CASH INCENTIVE

●    

To focus executive officers on achieving the annual goals of the Company by paying rewards to the extent the goals are fulfilled.  

●    

To recognize how individuals have performed in meeting their established goals for the year.  

●    

To reward exceptional performance through increased cash incentive payouts (subject to the overall annual cash incentive pool), and lower payouts where individual performance is below expectations. 

Long-termEQUITY AWARDS

●    

To align the interests of employees with shareholders through meaningful equity participation and long-term ownership. 

●    To promote the long-term retention of our executives. 

ADDITIONAL BENEFITSRetirement, Health and Welfare Benefits

●    To provide executives with an opportunity to save for retirement.  

●    

To help ensure that we have productive and focused executives through reliable and competitive health and other benefits. 

Benefits

Perquisites (for certain employees working outside of their home country)

●    

To attract and retain key employees in Bermuda (in line with typical insurance/reinsurance industry and Bermuda-based company practice).  

●    

To rationalize the income of expatriate employees, who experience additional taxation as a result of compensation for additional housing and transportation expenses, with the income that such employees would earn as employees within their native countries. 

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VII.BASE SALARY

Generally, the minimum base salary for each of our NEOs is set pursuant to their individual employment agreements or offer letters or similar agreements with the Company. Base salaries are reviewed on a periodic basis. Salaries for our NEOs are based on several factors, including the scope of job responsibilities, experience, expertise, performance and competitive market compensation. From time to time, salaries may be adjusted to reflect promotions, increases in responsibilities and competitive considerations.

For each of our NEOs other than Mr. Egan, base salaries remained unchanged between 2022 and 2023. In connection with Mr. Egan’s relocation to Bermuda and entry into a new employment agreement with SiriusPoint Bermuda Insurance Company Ltd in May 2023, Mr. Egan’s base salary was converted from British pounds to Bermudian dollars (which are at parity to the US dollar). Accordingly, his salary of £945,000 ($1,141,229 based on the £ to US$ December 31, 2022 spot rate of 1.2076) became $1,100,000.

The table below sets forth the annualized 2023 base salary for each of our NEOs as of December 31, 2023 (or, in the case of Mr. Liddell, as of his departure date):

NEO

BASE SALARY 2023

 ($)

Scott Egan (1)1,100,000
Stephen Yendall (2)515,932
David E. Govrin650,000
Rob Gibbs (3)477,506
Stuart Liddell (3)435,632

(1)Mr. Egan’s base salary is paid in Bermudian dollars. The currency is on par with the U.S. dollar.

(2)Mr. Yendall’s base salary is paid in Canadian dollars. The amount reported in this table for Mr. Yendall has been converted to U.S. dollars using the December 29, 2023 spot rate of 0.7561.

(3)Mr. Gibbs’ base salary is paid in British pounds. Mr. Liddell’s base salary prior to his termination of employment was also paid in British pounds. The amounts reported in this table for Mr. Gibbs and Mr. Liddell have been converted to U.S. dollars using the December 29, 2023 spot rate of 1.2734 U.S. dollars to British pounds.

VIII.ANNUAL CASH INCENTIVE PAY

The purpose of annual cash incentive pay is to reward performance during the year based upon the achievement of business and individual goals.

Performance metrics are set based on the measures that the Compensation Committee deems necessary to achieve operational success. The performance metrics are periodically reviewed and adjusted, where required, in the Compensation Committee’s judgment.

The annual cash incentive plan formula (described below) creates a cash incentive pool but does not determine individual awards. An individual award from the 2023 cash incentive pool was paid to Mr. Egan, our CEO, based upon the Compensation Committee’s evaluation of his performance compared to previously established goals and

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objectives. For all other then-serving NEOs, award payouts were recommended to the Compensation Committee by the CEO based on how each executive performed relative to his or her individual annual goals.

Annual Cash Incentive Plan for 2023

Each of the NEOs, other than Mr. Liddell, participated in our 2023 annual cash incentive plan (the “Annual Incentive Plan”). Under the Annual Incentive Plan, the total annual cash incentive pool was calculated by applying the actual result of the financial metric, weighted at 70%, and the actual result of the strategic metrics, weighted at 30%.

The financial and strategic metrics for the Annual Incentive Plan for 2023 were intended to motivate continued progress with the turnaround of the business. For 2023, the Compensation Committee transitioned from using three financial performance metrics (Net Services Fee Income, Services Fee Revenue and Core Combined Ratio) to one financial performance metric (Core Combined Ratio) in order to incentivize all leaders and colleagues to focus on profitability and the achievement of a shared goal. The Compensation Committee selected Core Combined Ratio as the sole financial performance metric under the Annual Incentive Plan because the Compensation Committee believes it effectively measures the profitability of the Company’s business and the metric is commonly used by industry peer companies to measure performance and the value created through effective underwriting. The 2023 Core Combined Ratio goal was designed to be challenging but achievable with strong management performance.

The strategic objectives, which are described in further detail in the table below and which made up the remaining 30% incentive pool funding, were deemed critical to establishing a strong foundation for the future direction and operation of the Company.

The Core Combined Ratio financial performance metric had a potential performance range of 50% at threshold to 200% at maximum for its 70% contribution (with no payout below threshold). The strategic objectives had a potential performance range of 0% to 100% of target for their 30% weighting (with no payouts if the Core Combined Ratio financial performance metric was below threshold). As a result, the maximum funding level of the Annual Incentive Plan was 170% of the aggregate target bonus amounts for all participants in the Annual Incentive Plan.

The individual Annual Incentive Plan payments to the NEOs were determined by the Compensation Committee based on the target annual cash incentive opportunity for each applicable NEO and the amount of the overall annual cash incentive pool. These amounts could then be modified by the application of business unit/function and individual performance modifiers (as determined in the discretion of the Compensation Committee and the CEO based upon individualized performance goals set for each such NEO by the Compensation Committee in March 2023).

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2023 Annual Cash Incentive Metrics  
Annual Cash
Incentive
Performance
Metrics
ThresholdTargetMaximumActual ResultActual Payout
as a % of
Target
WeightBonus Pool
Funding
Core
Combined
Ratio (1)

>96.7%
50% payout (0% if greater than 96.7%)

95.7%
100% payout if at target

<=92.7%
200% payout if equal to this target or lower

89.1%200%70%165%
Strategic
Goals

Not Met/Partial
0/50% payout cliff

Fully Achieved
100% payout

See narrative
below
83%30%

(1)Core Combined Ratio includes the sum of core loss and loss adjustment expenses incurred, net, acquisition costs, net and other underwriting expenses divided by core net premiums earned.

In February 2024, the Compensation Committee reviewed the Company’s performance for the 2023 fiscal year, and determined that the Company’s Core Combined Ratio was 89.1%, resulting in a payout factor of 200% of target for the financial performance goal.

The Compensation Committee also assessed the Company’s progress with respect to the six Company-wide strategic objectives approved in March 2023. Within each area, potential actions were identified for management to pursue. In February 2024, the Compensation Committee assessed performance as summarized below. Based on this discussion, the Compensation Committee determined that the strategic goals metric was achieved at 83% of target.

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Strategic ObjectiveAchievements
Simplify the business and build a high-performance culture.

●    Carried out a full review of the structure and operating model to enable a high performing culture with a clear global focus, clear remit scopes, and clarity of accountabilities and reporting lines.  

●    Progressed the embedding of a high-performing, merged ‘SiriusPoint’ business culture to support the focus on collaboration, cost, and continuous improvement.  

●    Accident and Health rationalization completed.  

●    Focus on risk continued through initiation and progression of anchor projects. 

Reduce the Company’s cost base by $30 million.

●    Reduced cost base by $50 million through a combination of delivery of continued international transformation, overall business simplification, and a line-by-line review of all cost items. 

Deliver returns on tangible equity (ROTE) of approximately 11% in 2023.●    ROTE 20%.(1)
Rationalize the Company’s strategic partnerships, including delivering $700 million of premiums through consolidated MGAs and $1.5 billion in premiums from all MGAs.

●    $683 million of consolidated MGA premiums delivered; and $1.49 billion of premiums delivered taking into account all MGAs. Evaluating relationships to identify optimum distribution/relationship strategy and to raise capital and deliver against agreed plan. 

Continue reducing volatility in the business.

●    Continued to make progress reducing volatility through a combination of continued de-risking of CAT exposure and reducing volatility in investments. 

Improve capital modelling and reduce capital risk via capital raising measures.

●    Capital modelling done, and 2023 LPT delivered, with further actions planned for 2024.

(1) “ROTE” refers to return on tangible equity and is calculated as the Company’s net income for the period over the average tangible equity available to common shareholders.

The Compensation Committee also reviewed performance by each of the applicable NEOs against the business unit/function and individualized goals set for each such NEO in March 2023. In light of the consistent performance, and the collective effort of the executive team in achieving the Company’s strategic objectives, the Compensation Committee determined not to apply any business unit/function or individual performance modifier to the awards for any of the NEOs with respect to the 2023 Annual Incentive Plan.

The Compensation Committee also considered a report from the Chief Risk Officer to consider if any downward adjustment to the funding or individual awards should be made for risk-related items. After considering the Chief Risk Officer’s report, the Compensation Committee concluded that the scoring of the components of the plan were appropriate, and there were no factors that warranted adjustment for risk-related items.

As a result, each NEO (other than Mr. Liddell) received an award under the 2023 Annual Incentive Plan equal to 165% of the NEO’s target annual cash incentive opportunity.

The chart below sets forth our participating NEOs’ target annual cash incentive opportunities under the Annual Incentive Plan and the actual cash incentive paid to each such NEO who was entitled to receive a bonus payment under the Annual Incentive Plan for fiscal year 2023. For 2023, each of these NEOs had an annual cash incentive target opportunity that was expressed as a percentage of the NEO’s year-end base salary. The annual cash

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incentive target opportunities were determined by the Compensation Committee based on seniority, role and responsibilities within the Company, experience level, and competitive market data.

  

TARGET ANNUAL CASH INCENTIVE

 OPPORTUNITY

 ACTUAL ANNUAL INCENTIVE PAID
NEO  

% OF BASE

 SALARY

($) 

AS A % OF TARGET

 ANNUAL CASH

($)
Scott Egan(1) 140%1,540,000 165%2,541,000
Stephen Yendall(1) 100%515,932 165%851,288
David E. Govrin 100%650,000 165%1,072,500
Rob Gibbs (1) 100%477,506 165%787,885

(1)For 2023, pursuant to the terms of their offer letters and as an inducement for each to accept employment with the Company, Messrs. Egan, Yendall and Gibbs were each eligible to receive guaranteed bonuses equal to 100% of their targets. However, the performance outcome of the Annual Incentive Plan was greater than this amount, and so the awards are fully earned on performance relative to the targets set. In line with reporting requirements, the guaranteed portion of the bonuses paid to Messrs. Egan, Yendall and Gibbs are reported in the “Bonus” column of the “2023 Summary Compensation Table” while the remaining portion is shown under the “Non-Equity Incentive Plan Compensation” column.

Additional Cash Bonus Arrangements

From time to time we provide sign-on grants to attract and retain superior executive talent and to compensate such executives for compensation that was forfeited with their prior employer in connection with joining SiriusPoint. As disclosed in last year’s report, in 2022, we awarded Mr. Yendall a one-time $320,000 Canadian dollars sign-on bonus upon commencement of his employment with the Company to recognize his loss of income from changing employers, which became payable in March 2023 under the terms of his offer of employment (in US dollars. The total value of this bonus when paid was $236,302 using the December 31, 2022 currency spot rate of 0.7384).

Pursuant to an annual incentive agreement dated as of March 1, 2012 (as amended from time to time), Mr. Liddell’s annual cash incentive award opportunity was equal to five percent (5%) of global A&H technical underwriting profits over successive three-year rolling periods, capped at 3.5 times his base salary as of the end of the final financial year. However, Mr Liddell left the company effective July, 12, 2023, and no incentive payment was made in respect of 2023.

IX.LONG-TERM INCENTIVES

The purpose of long-term incentives is to align the interests of employees with those of shareholders through meaningful equity participation. The program can generate significant value when executives drive the Company to achieve long-term results. The following principles govern our long-term incentive program:

Long-term incentives aim to provide balance to a short-term performance focus. Executives should be focused on achievement of the Company’s long-term strategic objectives. Through long-term incentives, we encourage executives to drive strong Company performance over the long term.

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Long-term incentive awards should reflect market-competitive compensation levels. Individual grants vary based on individual performance, which reward individual achievement as well as long-term corporate performance.

The mix of long-term incentives will vary by role and level in the Company to balance retention, the drive for long-term growth in shareholder value and the individual’s ability to contribute to value creation.

The Company may use a variety of incentive awards from year to year to deliver long-term incentives.

Our long-term incentive program provides for annual long-term incentive grants with overlapping vesting schedules and performance cycles to incentivize and promote retention of employees and executives.

Grant Timing Policy

The Compensation Committee and senior management monitor the Company’s equity grant policies to evaluate whether such policies comply with applicable law and are consistent with good corporate practices. Grants to the executive officers are generally made at the Compensation Committee meeting held in April of each year, after results for the preceding fiscal year become available and after review and evaluation of each executive officer’s performance, which enables the Compensation Committee to consider both the prior year’s performance and expectations for the succeeding year in making grant decisions. However, the Compensation Committee may make grants at any time during the year it deems appropriate.

Long-Term Incentives Awarded in 2023

In 2023, the Compensation Committee granted long-term incentives under the 2013 Omnibus Incentive Plan under the program design described below to each of our NEOs. In 2022, the Compensation Committee temporarily changed the long-term incentive mix from the mix used in 2021, which was delivered in the form of performance-based restricted share units, time-based restricted units and options in order to retain key employees during a time of significant change at the Company, and delivered the mix in a combination of time-based restricted units and stock options. For 2023, the Compensation Committee reverted to its prior practice of using performance-based restricted share units (PSUs), and granted 75% of each NEO’s long-term incentive opportunity in the form of PSUs, with the remaining 25% of each NEO’s long-term incentive opportunity granted in the form of time-based restricted units (RSUs).

The Compensation Committee designed the long-term incentive award for 2023 to achieve various objectives: 

provide substantial at-risk compensation to our NEOs in order to align their interests with shareholders and the Company’s performance, with the value of the awards fluctuating based on the Company’s stock price performance;  
incentivize them to grow the Company; and  
retain them during the essential turnaround period.

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ElementKey MetricsFeatures
PSUs

●    Vesting subject to the achievement of targets based on the Compound annual growth rate of the Company’s tangible net book value per share (“NBVPS”) between December 31, 2022 and December 21, 2025, and continued service

●    Provides alignment with shareholders

●    3-year cliff vesting period  

●    Fosters retention 

RSUs

●    Vesting subject to continued service over a 3-year period following the grant date

●    Provides alignment with shareholders

●    3-year tranche vesting period (vests in equal tranches after years 1, 2 and 3)

●    Fosters retention 

2023 PSUs

In 2023, PSUs were granted subject to cliff-vesting at the end of a three-year performance period (beginning December 31, 2022 and ending December 31, 2025) based upon compound annual growth rate of the Company’s tangible NBVPS during the performance period, as set forth below:

2023-25 PSUsBelow “Threshold”
Levels of Performance
“Threshold” Levels of
Performance
“Target” Levels of
Performance
“Maximum” Levels of
Performance
Compound Annualized Growth Rate in tangible NBVPS(1)below 6%6%8%10%
Vesting level (% of target opportunity)(2)Nil50%100%200%

(1)Tangible NBVPS compound annualized growth rate will be calculated subject to standard adjustments for currency and exchange rates, accounting changes, and dividend and capital payments, and also excludes certain selected legacy investments disposed of by the Company prior to December 31, 2024.

(2)For performance between the levels shown in the table, the vesting level will be determined using linear interpolation.

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The Compensation Committee determined to award long-term incentives in the form of PSUs in order to align with market practice and to create a more direct alignment between pay and performance.

2023 RSUs

The Compensation Committee believes that time-based restricted share units (RSUs) align the interests of our NEOs with the interests of our shareholders through the Company’s share price performance and also fosters retention of our NEOs as they vest ratably over a three-year period. Time-vesting restricted share units granted to our NEOs in April 2023 will vest in equal annual installments on the first three anniversaries of the grant date, subject to each NEO’s continued employment through each vesting date, with the last one-third of such awards becoming fully vested in April 2026.

2023 TARGET LONG-TERM INCENTIVE AWARD OPPORTUNITIES

The Compensation Committee established the 2023 target long-term award opportunity for each of the NEOs after considering: 

A competitive market analysis of each NEO’s total compensation and the portion of total compensation provided as long-term incentives, relative to similar roles at companies in our Peer Group;  
The Company’s and each NEO’s individual performance and his or her expected future contributions;  
The NEO’s level of experience in his or her role; and  
Retention considerations.

In addition, in the cases of Messrs. Egan, Yendall and Gibbs, their target incentive opportunities were established at the time they joined the Company, with the level determined based on the competitive market and in order to induce each to join the Company. In the case of Mr. Govrin, his target opportunity was established at the time of his promotion to the position of Group President & Chief Underwriting Officer of the Company and SiriusPoint America Insurance Company, considering the market data and the increased scope of his role.

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Awards under our long-term incentive program which were made to our NEOs in April 2023, are reflected in the table below.

NEO2023 Total
Grant Value
Number of Units Granted
in April 2023
 ($)RSUsPSUs (at
target)
Scott Egan4,889,402129,349388,048
Stephen Yendall1,224,08732,38397,150
David E. Govrin (1)1,989,14952,623157,869
Rob Gibbs970,12825,66576,994
Stuart Liddell (2)303,4498,02824,083

(1)Due to additional responsibilities with his appointment as Group President and Chief Underwriting Officer of the Company, effective as of November 2022, Mr. Govrin’s long-term incentive award was increased compared to 2022 (total grant value $783,749).

(2)Mr Liddell’s awards that were granted in 2023 lapsed on his leaving the company, effective July 12, 2023.

In February 2024, the Compensation Committee approved the grant of 2024 annual long-term incentive awards for NEOs and other critical leaders to be delivered 25% in the form of RSUs and 75% in the form of PSUs, with vesting based upon three-year tangible net book value per share performance.

2021-2023 PSUs

In 2021, the Compensation Committee granted PSUs to the Company’s then-serving executives, including Mr. Govrin. For the PSUs granted in April 2021, the Compensation Committee established Tangible Book Value Per Share Growth (“TBVPS Growth”) as the sole metric for the 34-month performance period beginning February 26, 2021 and ending December 31, 2023. The vesting of the 2021 PSUs was also subject to the recipient’s continued employment through the vesting date in April 2024.

Under the terms of the award agreements, TBVPS Growth is calculated by taking common shareholders’ equity, less intangible assets, divided by the total number of common shares outstanding at the end of the performance period, which is December 31, 2023, and dividing that number by the same calculation at the beginning of the period, which is February 26, 2021. This calculation is annualized for the 34-month period between the beginning and the end of the performance period.

The awards were scheduled to be earned in four installments, each with established threshold, target, and maximum goals.

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Performance
Criteria
WeightingThreshold
(50% of
Target)
TargetMaximum
(150% of
Target)
Actual
Performance
Achievement as
a % of Target
Vesting
(weighted)
TBVPS Growth
(2021)
25.0%1.0%3.0%4.5%1.6%66.0%16.5%
TBVPS Growth
(2022)
25.0%4.0%6.0%8.0%(20.6)%0%0%
TBVPS Growth
(2023)
25.0%7.0%9.0%11.0%21.9%150.0%37.5%
TBVPS CAGR
(2021 - 2023)
25.0%4.1%6.2%8.2%(0.9)%0%0%
Total100.0%     54.0%

For each installment, if the performance threshold was missed, that portion of the award was cancelled while, if maximum performance was achieved, 150% of that portion of the award is earned. For any portion that is earned based on performance, the continuing NEOs will not be vested in such earned PSUs until the third anniversary of the date of grant (April 2024), subject to each NEO remaining employed by the Company through the payment date.

Based on the performance above, Mr. Govrin is eligible to vest in 21,500 PSUs, subject to his continued employment through the third anniversary of the grant date in April 2024.

X.OTHER BENEFITS AND PERQUISITES

Other Benefits

The Company provides benefit plans, such as medical coverage and life and disability insurance, in line with applicable market conditions and applicable law. We believe these health and welfare plans help ensure that the Company has a productive and focused workforce through reliable and competitive health and other benefits. The Company also maintains defined contribution benefit plans that provide eligible employees with an opportunity to save for retirement. For eligible US employees, the Company maintains a 401(k) plan under which it provides matching contributions of up to 6% of eligible compensation. For eligible UK employees, the Company maintains a defined contribution pension plan pursuant to which the Company contributes up to 12% of annual salary for eligible employees or, for UK employees who have paid the maximum amount into this plan (in line with either the lifetime allowance or the annual allowance), the Company will pay the remainder of the 12% employer pension contribution to the individual in cash via payroll as a pension supplement). For eligible Canadian employees, the Company maintains a Retirement Savings Plan pursuant to which the Company contributes up to 12% of annual salary for eligible employees. For eligible Bermudian employees, the Company maintains a defined contribution plan pursuant to which the Company contributes an amount equal to 10% of each participating

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Bermudian employee’s annual base salary. The NEOs are eligible to participate in the health and welfare and defined contribution plans during employment on the same basis as all other employees, subject to applicable tax and other limits on contributions. In lieu of participating in the Company’s Bermudian defined contribution plan, following his relocation to Bermuda, Mr. Egan instead receives a cash payment equal to 12% of his base salary per month, based on the terms of his UK and Bermuda employment agreements. Certain additional NEOs have received cash retirement benefits provided outside of the Company’s retirement plans as described in further detail under “Compensation Tables — 2023 Summary Compensation Table” below.

Perquisites

The Company provides customary additional benefits to certain expatriate employees working outside of their home country, including each of our expatriate NEOs, to better enable the Company to attract and retain key employees. The purpose of these benefits is to support the additional costs of living abroad, and neutralize the impact of additional taxation as a result of compensation for additional housing and transportation expenses, such that the income is rationalized with the income that such employees would earn as employees in their native countries. These additional benefits are as follows:

HOUSING AND TRANSPORTATION EXPENSES.Given the unique challenges of the Bermuda market, including travel to and from the island and the cost of living and maintaining a residence, in connection with Mr. Egan’s Company required relocation to Bermuda, during 2023, the Company provided Mr. Egan with certain relocation and housing benefits, which we believe are customary for executives relocating to Bermuda. These benefits include an annual housing/temporary living allowance, reimbursements for a real estate agent and other professional fees for assistance with locating accommodation in Bermuda, and a company car. Certain of these expenses were one-time in nature, necessary to establish Mr. Egan’s residence in Bermuda.
TAX EXPENSES.To the extent the Company’s reimbursement of an expatriate NEO’s housing or travel expenses are deemed to be taxable income to the expatriate NEO, the Company reimburses the expatriate NEO for any home country taxes payable on the additional income. The Company also pays the employee portion of Bermuda payroll taxes and social insurance for our expatriate NEOs.
TAX PREPARATION EXPENSES.Due to the additional complexities associated with the taxation of expatriate NEO benefits, the Company reimburses expatriate executives’ tax preparation expenses, up to reasonable limits per annum.

We annually review the level of employee benefits provided to NEOs and believe that the employee benefits provided are reasonable and consistent with market practices in the jurisdictions in which the Company operates.

XI.EMPLOYMENT AGREEMENTS AND SEPARATION AGREEMENTS WITH NEOs

We have entered into employment agreements or offer letter agreements or similar agreements with each of the NEOs. We believe that it is beneficial to enter into compensation arrangements with our key executives that provide retentive value, subject executives to restrictive covenants and provide us with a competitive advantage in the recruiting process. The terms of these arrangements are more fully discussed below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2023 Table—Employment Agreements.”

In addition, during 2023, SiriusPoint International Insurance Corporation provided a separation letter to Mr. Liddell, which provided for certain severance benefits in lieu of his contractual notice period in connection with his termination of employment. The terms of this separation letter are more fully discussed below under “2023 Potential Payments Upon Termination or Change in Control.”

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XII.OTHER COMPENSATION PRACTICES AND POLICIES

Share Ownership Guidelines

The Company has adopted share ownership guidelines pursuant to the Director and Executive Share Ownership Policy to further align the economic interests of our directors and executive officers (“Designated Individuals”) with the interests of our shareholders. To accomplish this, Designated Individuals are expected not only to receive equity-based compensation but also to maintain a significant long-term equity interest in the Company.

The table below summarizes the guidelines:

POSITIONSHARE OWNERSHIP
REQUIREMENT
SHARES COUNTED
TOWARD GUIDELINES
TIME PERIOD
TO ACHIEVE
RETENTION
REQUIREMENTS
Chief Executive
Officer
5x base salary

Shares owned outright 

Performance shares, upon vesting 

Individuals subject to this policy have five years from the date of eligibility to meet the minimum ownership requirements.Must retain 50% of net shares issued upon exercise of share options or vesting of share awards until guidelines are achieved.
Other Executive
Officers
3x base salary

Restricted shares, upon vesting

Independent
Directors
3x annual cash retainer

Clawback Policy

We have implemented an Executive Compensation Clawback Policy, applicable to all current and former Section 16 officers (“Covered Executive”), including the CEO. In the event of a restatement of the Company’s financial results, this policy authorizes the Company, through its Compensation Committee, to recover any portion of incentive compensation paid or awarded to such Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board.

In 2023, the Company’s Executive Compensation Clawback Policy was updated to conform to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the NYSE listing standards. The policy was further amended in January 2024 to permit the clawback of certain short-term and long-term incentive compensation, as well as to permit adjustment to awards already made, in the event of serious or gross misconduct on the part of the executive. During fiscal year 2023, there were no events that triggered a right to a clawback or recoupment from any of our Covered Executives.

Hedging and Pledging

Our Insider Trading Policy prohibits our employees and directors from directly or indirectly engaging in any hedging or monetization transactions (such as prepaid variable forward contracts, equity swaps, collars and exchange funds) with respect to Company shares. No exceptions are allowed for such transactions under the

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Trading Policy. Pledging of Company shares (such as collateral for a loan, including through the use of traditional margin accounts with a broker) is also prohibited under our policy. No NEO has pledged the Company’s shares.

Role of the Compensation Committee

The Compensation Committee is responsible for reviewing and approving the compensation of our executive officers and directors, authorizing employment and related agreements regarding executive officers, and authorizing and ratifying equity grants and other incentive arrangements. In addition, the Compensation Committee reviews the Company’s strategy regarding human capital management, including diversity and talent and CEO Succession planning.

It has the ability to appoint independent compensation consultants to provide it with relevant information and advice to inform its decision-making.

Our Chief Executive Officer makes compensation recommendations to the Compensation Committee with respect to our NEOs, other than himself, including recommendations for salary adjustments, annual cash incentives and long-term incentive awards for review, feedback and approval.

Role of the Compensation Consultant

Mercer, the Compensation Committee’s independent compensation consultant, reports directly to the Compensation Committee. Mercer’s advisory services primarily include:

Providing expert input on industry trends, as well as executive compensation developments from a broader perspective;

Assessing the extent to which our pay levels and practices are competitively aligned with market practice; and

Facilitating objective, data-based compensation decisions in succession and annual pay planning processes.

The Committee retains sole authority to hire the compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate and replace (or supplement) its engagement with an alternative consultant at any time. The Committee has assessed the independence of the compensation consultant pursuant to the listing standards of the NYSE and SEC rules and concluded that no conflict of interest exists that would prevent the compensation consultant from serving as an independent consultant to the Committee.

Compensation Risk Assessment

The Compensation Committee assessed our compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. Based on its assessment, the Compensation Committee concluded that the Company’s compensation policies and practices, in conjunction with the Company’s existing processes and controls, do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis

included in this proxy statement with members of management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2023.

THE COMPENSATION COMMITTEE

Jason Robart, Chairperson 

Mehdi A. Mahmud 

Franklin (Tad) Montross IV

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COMPENSATION TABLES

2023 SUMMARY COMPENSATION TABLE

            NON EQUITY    
NAME AND       SHARE OPTION INCENTIVE PLAN ALL OTHER  
PRINCIPAL FISCAL SALARY   AWARDS AWARDS COMPENSATION COMPENSATION  
POSITION YEAR ($) BONUS ($)(1) ($)(2) ($) ($)(3) ($)(4) TOTAL ($)

Scott Egan

CEO and

Director (5)

 2023 1,144,451 1,540,000 4,889,402  1,001,000 1,707,617 10,282,470
 2022 320,422 346,173 3,472,002 1,530,000  149,407 5,818,004
                
Stephen 2023 515,932 515,932 1,224,087  335,356 72,230 2,663,537

Yendall

Chief Financial

Officer (6)

 2022 83,976 236,302 631,995 436,000  868 1,389,141
                
                

David E.

Govrin

Group

President &

Chief

Underwriting

Officer (7)

 2023 675,000  1,989,149  1,072,500 63,895 3,800,544
                
 2022 544,808  3,168,749 1,169,501 910,000 40,500 5,833,558
                
                
                
 2021 550,000  1,513,698 168,141 437,800 58,960 2,728,599

Rob Gibbs

President &

CEO,

SiriusPoint

International (8)

 2023 477,506 477,506 970,128  310,379 48,347 2,283,866
                
                
                
                
                

Stuart Liddell

Former Global

President,

Accident &

Health (8), (9)

 2023 231,220  303,449   262,022 796,691
 2022 411,854  277,419  1,446,043 57,807 2,193,123
                
                

(1)Represents, for 2023, the guaranteed portion of the 2023 annual incentive bonus paid to SummaryMessrs. Egan, Yendall and Gibbs pursuant to the terms of their employment offer letters. The performance outcome of the Annual Incentive Plan was greater than these amounts, however, and as a result, the awards are fully earned on performance relative to the targets set. For 2022 in the case of Mr. Yendall, his sign-on bonus of $320,000 Canadian dollars (equivalent to USD $236,302, based on the spot rate of 0.7384 as of December 31, 2022), became payable in March 2023 under the terms of his offer of employment.

(2)See “Compensation Discussion and Analysis – Elements of our Executive Compensation TableProgram – Long-Term Incentives.” The amounts reported in this column for 2023 are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, and Grantswith respect to awards subject to performance-based vesting conditions, probable achievement of Plan-Based Awardsthe performance goals at the time of grant. Assuming the highest level of performance is achieved for Fiscal Year 2017 Tablethe 2023 PSUs, the maximum value for these PSU awards granted in 2023 under FASB ASC Topic 718 would be as follows: Mr. Egan - $7,334,107; Mr. Yendall - $1,836,135 Mr. Govrin - $2,983,724; Mr. Gibbs - $1,455,187; and Mr. Liddell - $455,169.

The fair value was determined using the methodology and assumptions set forth in Note 18, “Share-Based Compensation and Employee Benefit Plans,” to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which are hereby incorporated herein by reference.

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(3)The amounts in this column reflect the annual cash incentive paid to each of our NEOs for the 2023 fiscal year as described above (other than guaranteed portion of the annual incentive bonus payments for Messrs. Egan, Yendall and Gibbs, which are reflected in the “Bonus” column). See “Compensation Discussion and Analysis—Elements of our Executive Compensation Program—Annual Cash Incentive Pay.”

The following table sets forth the compensation reflected in the “All Other Compensation” column for the fiscal year ended December 31, 2023.

ALL OTHER COMPENSATION

 COMPANY    
 CONTRIBUTIONSREIMBURSED   
 TO RETIREMENTHOUSING  TOTAL OTHER
 PLANSEXPENSESTAX REIMBURSEMENTSOTHERCOMPENSATION
NAME($)(1)($)(2)($) (3)($) (4)($)
Scott Egan137,334382,839952,354235,0901,707,617
Stephen Yendall72,23072,230
David E. Govrin30,50033,39563,895
Rob Gibbs48,34748,347
Stuart Liddell27,746234,276262,022

(1)Represents Company contributions to retirement plans. For Mr. Egan and Mr. Yendall, the amounts shown were paid as a cash allowance. For Mr. Gibbs, GBP £33,885 (gross) ($43,147) of the amount shown was paid as a cash allowance, and for Mr. Liddell, GBP £19,457 (gross) ($24,775) of the amount shown was paid as a cash allowance; with the remainder being contributions to the UK defined contribution pension plan.

(2)Mr. Egan was entitled to a housing allowance under the terms of his employment agreement, which includes amounts paid by the Company for rent ($263,506) and one-time payment for furniture costs ($118,564). The aggregate incremental cost was determined based on the amount paid directly to the third-party vendor or Mr. Egan, as applicable.

(3)Represents payment of the employee portion of Bermuda payroll taxes and social insurance on behalf of Bermuda-based CEO ($113,000), plus a reasonable estimate of the foreign tax payable on the CEO’s 2023 earnings in respect of non-Bermuda workdays where no double taxation agreement relief is available.

(4)For Mr. Egan, this amount reflects legal fees incurred in connection with the negotiation of Mr. Egan’s Bermuda employment agreement, reimbursement for an annual physical, relocation expenses ($36,137), relocation taxes and fees ($18,504), life and medical insurance benefits ($29,417), a car allowance ($53,895), internet and phone reimbursement, and costs of spousal travel ($87,634). The aggregate incremental cost with respect to the amounts received by Mr. Egan was determined based on the amount paid directly to the third-party vendor or the executive, as applicable. For Mr. Govrin, this amount represents a lump sum cash payment made in lieu of a retirement plan contribution. For Mr. Liddell, this amount represents cash severance (pay in lieu of notice) payments ($217,816), accrued vacation and a car allowance.

(5)Mr. Egan resided in the UK and was paid in British pounds until May 15, 2023. He then relocated to Bermuda effective May 16, 2023, and was paid in Bermudian dollars, other than certain reimbursements that continued to be paid in British pounds. The amounts reflected in this table for this period have been converted to U.S. dollars using the December 29, 2023 spot rate of 1.2734 U.S. dollars to British pounds. The Bermudian dollar is equivalent to the U.S. dollar.

(6)Mr. Yendall is a Canadian resident and is paid in Canadian dollars. The amounts reflected in this table for Mr. Yendall have been converted to U.S. dollars using the December 29, 2023 spot rate of 0.7561.

(7)Mr. Govrin’s annual base salary is $650,000. However, because of the bi-weekly payroll pattern in the US, he received a 27th paycheck in 2023, resulting in aggregate base salary payments of $675,000 during 2023.

(8)Mr. Gibbs is paid in British pounds, and Mr. Liddell was paid in British pounds for the period employed in 2023. The amounts reflected in this table have been converted into U.S. dollars using the December 29, 2023 spot rate of 1.2734.

(9)Mr. Liddell’s share awards granted in 2023 lapsed on termination of his employment with the Company, effective July 12, 2023.

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GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023

The following table provides information concerning awards granted to the NEOs in the last fiscal year:

                  ALL OTHER    
          ESTIMATED FUTURE PAYOUTS ALL OTHER OPTIONS    
      ESTIMATED FUTURE PAYOUTS UNDER UNDER EQUITY INCENTIVE PLAN SHARE AWARDS:   GRANT DATE
      NON-EQUITY INCENTIVE PLAN AWARDS(1) AWARDS(2) AWARDS: NUMBER OF   FAIR VALUE OF
                  NUMBER OF SECURITIES EXERCISE OR STOCK AND
                  SHARES OR UNDERLYING BASE PRICE OPTION
    GRANT THRESHOLD TARGET MAXIMUM(5) THRESHOLD TARGET MAXIMUM UNITS(3) OPTIONS OF OPTION AWARDS(4)
NAME PLAN DATE ($) ($) ($) (#) (#) (#) (#) (#) AWARDS ($) ($)
Scott Egan 

Annual

Incentive

Plan

   539,000 1,540,000 2,618,000              
 

2013

Omnibus

Incentive

Plan

 4/18/2023       194,024 388,048 776,096       3,667,054
 

2013

Omnibus

Incentive

Plan

 4/18/2023             129,349     1,222,348

Stephen

Yendall

 

Annual

Incentive

Plan

   180,576 515,932 877,085              
 

2013

Omnibus

Incentive

Plan

 4/18/2023       48,575 97,150 194,300       918,068
 

2013

Omnibus

Incentive

Plan

 4/18/2023             32,383     306,019

David E.

Govrin

 

Annual

Incentive

Plan

   227,500 650,000 1,105,000              
 

2013

Omnibus

Incentive

Plan

 4/18/2023       78,935 157,869 315,738       1,491,862
 

2013

Omnibus

Incentive

Plan

 4/18/2023             52,623     497,287
Rob Gibbs 

Annual

Incentive

Plan

   167,127 477,506 811,761              
                        
 

2013

Omnibus

Incentive

Plan

 4/18/2023       38,497 76,994 153,988       727,594
 

2013

Omnibus

Incentive

Plan

 4/18/2023             25,665     242,534

Stuart

Liddell(6)

 

Bonus

Plan

     1,524,712                
                        
 

2013

Omnibus

Incentive

Plan

 4/18/2023       12,042 24,083 48,166       227,584
 

2013

Omnibus

Incentive

Plan

 4/18/2023             8,028     75,865

(1)A discussion of the 2023 annual cash incentives for each NEO other than Mr. Liddell, including awards earned for 2023 and paid in March 2024 can be found under “Compensation Discussion and Analysis—Elements of our Executive Compensation Program—Annual Cash Incentive Pay.”

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For Mr. Liddell, this amount represents 350% of Mr. Liddell’s 2023 annual base salary, which was his total annual cash incentive award opportunity pursuant to his annual incentive agreement (as described further under “Compensation Discussion and Analysis—Elements of our Executive Compensation Program—Annual Cash Incentive Pay.”)

(2)These amounts represented the threshold, target, and maximum PSUs granted under the 2013 Omnibus Incentive Plan. Each of the PSUs granted to the NEOs during 2023 provide for cliff-vesting in full on April 14, 2026, subject to the recipient’s continued employment through such date or earlier qualifying termination.

(3)RSUs granted pursuant to the 2013 Omnibus Incentive Plan in April 2023 vest in equal annual installments over three years based on continued employment through the vesting dates or earlier qualifying termination. For a more detailed discussion of the 2023 RSUs, see “Compensation Discussion and Analysis—Elements of our Executive Compensation Program—Long-Term Incentives.

(4)The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated forfeitures and, for the PSUs, based on the probable outcome of such performance criteria. The fair value was determined using the methodology and assumptions set forth in Note 18, “Share-Based Compensation and Employee Benefit Plans” to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which are hereby incorporated herein by reference.

(5)None of our NEOs have a stated maximum annual cash incentive in their employment agreement or offer letter agreements; however, the maximum annual cash incentive pool funding for each of our NEOs in 2023 other than Mr. Liddell, who was subject to a separate annual incentive program (as previously described in Part VIII. Annual Cash Incentive Pay) was 170% of base salaries. The annual cash incentive pool under our annual cash incentive plan for 2023 is allocated to individual employees by the Compensation Committee upon the recommendation of the CEO based on the individual’s target annual cash incentive, how each NEO performed relative to their individual annual goals, the Company’s performance-based specified metrics and as compared to comparable positions in the Peer Group data. See “Compensation Discussion and Analysis—Elements of our Executive Compensation Program—Annual Cash Incentive Pay” for a description of the 2023 annual cash incentive plan, as well as Mr. Liddell’s cash incentive arrangement.

(6)Mr. Liddell left the Company effective July 12, 2023, and did not receive an annual incentive award payment in respect of 2023. The share awards granted during 2023 lapsed on his leaving the Company.

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NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023 TABLE

Employment Agreements

Each of the NEOs was party to an employment agreement or offer letter agreement with the Company or one of its subsidiaries during 2023 (the “Employment Agreements”). Generally speaking, these Employment Agreements describe the basic terms of the NEO’s employment, including his or her start date, starting salary, annual incentive target and long-term incentive award target. For Mr. Egan, the only NEO who entered into an Employment Agreement during 2023, the principal terms (other than severance) of such Employment Agreement are discussed below. Please see the “Potential Payments Upon a Termination or Change in Control” section of this proxy statement for a summary of the severance terms under the Employment Agreements for our NEOs as of December 31, 2023.

SCOTT EGAN.Mr. Egan had previously entered into an employment agreement with the Company on September 6, 2022. On May 17, 2023, as part of his relocation from the United Kingdom to Bermuda, Mr. Egan entered into a new employment agreement with SiriusPoint Bermuda Insurance Company Ltd. (“SiriusPoint Bermuda”). Pursuant to this agreement, Mr. Egan is entitled to receive (a) an annual base salary of $1,100,000, (b) a target annual bonus opportunity of 140% of his base salary, with payment guaranteed at 100% of target for the 2023 performance year, and (c) an annual long-term incentive award having a target grant-date value equal to 350% of his base salary, to be provided in the same type of awards and ratio as granted to other members of senior management. The employment agreement also provides for eligibility to be enrolled in SiriusPoint Bermuda’s pension scheme, a housing allowance and temporary living allowance, reimbursement of various relocation-related expenses (including reimbursement for the purchase of a car in Bermuda), legal expenses incurred in connection with the negotiation, preparation, and execution of the employment agreement, and company coverage of certain employee tax obligations. Furthermore, the employment agreement provides that Mr. Egan will be eligible to participate in SiriusPoint Bermuda’s health, life, accidental death & dismemberment, and long-term disability policies at the employer’s cost, and that, to the extent that the health and welfare benefit plans in Bermuda are less beneficial that the health and welfare plans in the UK, SiriusPoint Bermuda will make reasonable efforts to provide comparable health and welfare benefits which are substantially similar to the benefits that Mr. Egan previously received in the UK. Mr. Egan’s employment contract includes a restrictive covenant agreement to protect the Company, in line with standard market practice.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

The following table contains information regarding unexercised options, restricted shares and RSUs that were outstanding as of December 31, 2023 and held by the NEOs. Market value of the shares that have not vested is based on the $11.60 per share closing price of the Company’s common shares on the NYSE on December 29, 2023.

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  OPTION AWARDSSTOCK AWARDS
                 EQUITY  
                 INCENTIVE EQUITY
                 PLAN INCENTIVE PLAN
        EQUITY        AWARDS: AWARDS:
        INCENTIVE      MARKET NUMBER OF MARKET OR
        PLAN    NUMBER VALUE OF UNEARNED PAYOUT VALUE
    NUMBER OF   AWARDS:    OF SHARES SHARES OR SHARES, OF UNEARNED
    SECURITIES NUMBER OF NUMBER OF    OR UNITS UNITS OF UNITS OR SHARES, UNITS
    UNDERLYING SECURITIES SECURITIES    OF SHARES SHARES OTHER OR OTHER
    UNEXERCISED UNDERLYING UNDERLYING OPTION  THAT HAVE THAT RIGHTS RIGHTS THAT
    OPTIONS UNEXERCISED UNEXERCISED EXERCISE OPTIONNOT HAVE NOT THAT HAVE HAVE NOT
    (#) OPTIONS (#) UNEARNED PRICE EXPIRATIONVESTED VESTED NOT VESTED VESTED
  Grant Date EXERCISABLE(1) UNEXERCISABLE OPTIONS (#) ($) DATE(#) ($) (#) ($)
Scott Egan 9/21/2022 300,000   6.00 9/21/2029       
 9/21/2022 300,000   8.00 10/28/2029       
  9/21/2022 300,000   10.00 3/31/2030       
 (2)12/12/2022          202,840 2,352,944    
 (3)4/18/2023          129,349 1,500,448    
 (4)4/18/2023              388,048 4,501,357

Stephen

Yendall

(5)10/31/2022 100,000   6.42 10/31/2029       
(5)10/31/2022 100,000   6.42 10/31/2029       
(6)11/15/2022          7,284 84,494    
 (7)11/15/2022          55,187 640,169    
 (3)4/18/2023          32,383 375,643    
 (4)4/18/2023              97,150 1,126,940

David E.

Govrin

(8)4/14/2021  40,923  10.36 4/14/2031       
(9)4/6/2022  71,121  6.76 4/6/2032       
 10/31/2022 350,000   6.42 10/31/2029       
 (10)4/14/2021          21,500 249,400    
 (11)4/14/2021          27,138 314,801    
 (12)4/19/2021          16,087 186,609    
 (13)4/14/2021          6,636 76,978    
 (14)4/6/2022          59,013 684,551    
 (15)11/30/2022          76,299 885,068    
 (16)11/30/2022          206,856  2,399,530    
 (3)4/18/2023          52,623 610,427    
 (4)4/18/2023              157,869 1,831,280
Rob Gibbs 12/12/2022 100,000   5.98 12/12/2029       
 12/12/2022 100,000   5.98 12/12/2029       
 (3)4/18/2023          25,665 297,714    
 (4)4/18/2023              76,994 893,130

Stuart

Liddell

(17)        
                    

(1)Represents fully vested options to purchase common shares.

(2)Represents time-based restricted share units that will vest in equal annual installments on December 12, 2024 and December 12, 2025, subject to the executive’s continued employment through each such vesting date.

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(3)Represents time-based restricted share units which were granted on April 18, 2023 and that will vest in equal installments over three years based on continued employment through the vesting dates or earlier qualifying termination.

(4)Represents performance-based restricted share units which are scheduled to cliff-vest at the end of a three-year performance period (beginning December 31, 2022 and ending December 31, 2025) based upon compound annual growth rate of the Company’s NBVPS during the performance period. In accordance with SEC disclosure rules, the amounts are reported based on target performance.

(5)The exercise price for these stock options were inadvertently reported in the Outstanding Equity Awards at Fiscal Year-End 20172022 table as $8.00 and $10.00. This table has been updated to reflect the exercise price set at the time of grant of $6.42 per share for these options. The options on these two lines became exercisable on the first date on which the closing stock price of SiriusPoint was at least $8 per share and $10 per share respectively.

(6)Represents time-based restricted share units that will vest in installments on November 15, 2024, subject to the executive’s continued employment through each such vesting date.

Represents time-based restricted share units that will vest in equal installments on November 15, 2024 and November 15, 2025, subject to the executive’s continued employment through each such vesting date.

(8)Represents options to purchase common shares that will vest in full on April 14, 2024, subject to the executive’s continued employment through each such vesting date.

(9)Represents options to purchase common shares that will vest in full on April 6, 2025, subject to the executive’s continued employment through each such vesting date.

(10)Represents performance-based restricted share units that have been earned, based on the achievement of a TBVPS performance goal, which the Compensation Committee certified at (i) 66% of target for the first performance year of the 2021-2023 performance period, (ii) 0% of target for the second year of the 2021-2023 performance period, (iii) 150% of target for the third year of the 2021-2023 performance period, and (iv) 0% of target for the three-year cumulative 2021-2023 performance period, and which will vest on April 14, 2024; giving an overall vesting percentage of 54% target.

(11)Represents restricted share awards that will vest on April 14, 2024, subject to the executive’s continued employment through the vesting date.

(12)Represents time-based restricted share units that vested on March 1, 2024.

(13)Represents time-based restricted shares that will vest on April 14, 2024, subject to the executive’s continued employment through such vesting date.

(14)Represents time-based restricted share units that vested or will vest on April 6, 2024 (29,507 units), and April 6, 2025 (29,506 units), subject to the executive’s continued employment through each such vesting date, or on the date of a qualifying termination if earlier.

(15)Represents time-based restricted share units that will vest in installments on April 6, 2024 (38,149 units), and April 6, 2025 (38,150 units), subject to the executive’s continued employment through each such vesting date.

(16)Represents time-based restricted share units that will vest in installments on November 30, 2024 (103,428 units) and November 30, 2025 (103,428 units), subject to the executive’s continued employment through each such vesting date.

(17)Mr. Liddell’s outstanding equity awards lapsed upon his termination of employment, effective as of July 12, 2023.

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2023 OPTION EXERCISES AND SHARES VESTED

The following table contains information regarding the vesting of RSUs during 2023 with respect to each of our NEOs. None of the NEOs exercised any stock options during 2023.

  OPTION AWARDS STOCK AWARDS
  NUMBER OF SHARES VALUE REALIZED ON NUMBER OF SHARES VALUE REALIZED ON
  ACQUIRED ON EXERCISE EXERCISE ACQUIRED ON VESTING(1) VESTING
NAME (#) ($) (#) ($)
Scott Egan   501,420 5,234,663
Stephen Yendall   34,879 369,369
David E. Govrin   237,347 2,171,171
Rob Gibbs   65,041 717,402
Stuart Liddell   57,814 418,757

(1)Amounts reflect the aggregate dollar amount realized by the NEO upon the vesting of equity-based awards, computed by multiplying the number of shares acquired upon the vesting of the RSUs by the market value of the underlying shares on the vesting date. The applicable vesting dates were as follows:

September 21, 2023 and December 12, 2023 for Mr. Egan

November 15, 2023 for Mr. Yendall

February 27, 2023, March 1, 2023, April 6, 2023, April 14, 2023, and November 30, 2023 for Mr. Govrin

December 12, 2023 for Mr. Gibbs

January 17, 2023, February 27, 2023, April 6, 2023, and April 14, 2023 for Mr. Liddell

2023 Pension Benefits

The Company does not provide any qualified or non-qualified defined benefit pension plans to its NEOs.

2023 Non-qualified Deferred Compensation

None of our NEOs participated in a non-qualified deferred compensation arrangement during 2023.

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2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

As described under the heading Executive Compensation—Compensation Discussion & Analysis—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2023 Table —Employment Agreements,”during 2023, the NEOs were each subject to either an employment agreement or an offer letter agreement which provided for certain severance benefits upon a qualifying termination of employment. Each NEO was also a participant in the Company’s equity award program, with outstanding equity awards that provided for accelerated vesting upon certain termination events or in connection with a change in control of the Company.

A description of the material terms of each of the employment and separation arrangements that were in effect as of December 31, 2023 and the equity award program, as well as estimates of the payments and benefits each then-serving NEO would receive upon a termination of employment, including in connection with a change in control of the Company, are set forth below. The estimates have been calculated assuming a termination date of December 31, 2023, and the closing price of our common shares on December 29, 2023 ($11.60). The amounts reported in the tables below are only estimates, and actual payments and benefits to be paid upon a termination of a NEO’s employment with the Company or a change in control of the Company under these arrangements can only be determined at the time of termination or change in control of the Company. The amounts reflected below are in addition to payment of any accrued or vested but unpaid compensation or benefits that the executive would be entitled to receive in connection with a termination of employment for any reason, any statutory severance benefits are generally available to all salaried employees, as well as any reimbursements for reasonable business expenses which are incurred prior to the executive’s termination of employment.

Employment Agreements

Scott Egan and Rob Gibbs

As noted above under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2023 Table,” on May 17, 2023, Mr. Egan entered into a new employment agreement with SiriusPoint Bermuda (the “Egan Agreement”). Additionally, Mr. Gibbs is party to an offer letter agreement with SiriusPoint International Insurance Corporation (“SIIC”), dated as of December 1, 2022 (the “Gibbs Agreement”). Pursuant to the terms of the Egan Agreement and the Gibbs Agreement, upon a termination of employment by the employer other than for “Cause” (as defined in the Egan Agreement and the Gibbs Agreement) or a resignation of employment by Mr. Egan or Mr. Gibbs, as applicable, for “Good Reason” (as defined in the Egan Agreement and the Gibbs Agreement, and which includes a termination as a result of death or permanent disability) (collectively “Qualifying Terminations”), then the applicable NEO will be entitled to receive the following severance payments and benefits, subject to his timely execution of a statutory settlement agreement:

1.Any unpaid portion of certain guaranteed annual bonus payments for Mr. Egan and Mr. Gibbs with respect to the 2023 performance year;

2.An annual bonus for the year of termination based on actual performance for the year in which the termination date occurs, prorated for the period of employment during such year, and paid at the same time as annual bonuses are paid in the ordinary course of business to similarly-situated executives (other than in the case of a termination of employment during 2023);

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3.A cash severance payment equal to eighteen (18) months of base salary (in the case of Mr. Egan) or twelve (12) months of base salary (in the case of Mr. Gibbs) at the rate in effect as of his termination date, payable in installments; and

4.Continued medical and life insurance benefits for eighteen (18) months following Mr. Egan’s termination date or twelve (12) months following Mr. Gibbs’s termination date at the same premium rates that active employees pay for such coverage (or in the case of Mr. Egan, if such benefit is not permissible due to the rules of the applicable insurance, the value of the premium cost to SiriusPoint Bermuda for such coverage).

In the event of a Qualifying Termination, the Egan Agreement and the Gibbs Agreement also provide that the applicable NEO would also be entitled to receive the guaranteed annual bonus payments described in (1) above, to the extent such Qualifying Termination occurs prior to the payment date for the guaranteed bonus.

Pursuant to the Egan Agreement and the Gibbs Agreement, six (6) months’ advance written notice is required for the employer to terminate the applicable NEO’s employment other than for Cause or for the NEO to terminate his employment for any reason other than Good Reason. However, in lieu of notice, the employer has the right to elect to terminate the applicable NEOs employment immediately and make a payment in lieu of notice equal to (i) the base salary that the NEO would have been paid had he served during the full six (6)-month notice period, plus (ii) to the extent the NEO’s termination would constitute a Qualifying Termination, the unpaid portion of the NEO’s guaranteed bonus for the 2023 performance period, less any required deductions. The cash severance payment described in (3) above will be reduced by an amount equal to any base salary paid by the employer in respect of any worked notice period and/or salary paid in lieu of notice, and will be inclusive of any statutory severance payments due to the NEO in connection with his termination of employment.

Stephen Yendall

Pursuant to the terms of Mr. Yendall’s employment agreement with Sirius America Insurance Company (“SAIC”), dated as of October 7, 2022 (the “Yendall Agreement”), upon a termination of employment by SAIC without “Cause” and without “Just Cause” (each as defined in the Yendall Agreement), or a resignation by Mr. Yendall for “Good Reason” (as defined in the Yendall Agreement), Mr. Yendall will be entitled to receive the following severance payments and benefits, in addition to certain statutory payments to which he is entitled under the Ontario Employment Standards Act, 2000 as amended or any successor legislation (the “ESA”):

1.       A lump sum cash severance payment equal to twelve (12)-months of Mr. Yendall’s then-current base salary (which is inclusive of entitlements to ESA pay in lieu of notice and ESA severance pay);

2.       An annual cash bonus for the year of termination, paid at target and pro-rated up to the last date of the ESA minimum statutory notice period;

3.       Continuation of employer contributions or premiums with respect to coverage for all benefits under any benefit plan for the twelve (12) month period after the termination date (or at the option of SAIC, payment of the applicable employer contribution or premium for any benefit that cannot be continued after the ESA minimum statutory notice period to the end of the 12-month period);

4.       With respect to any RSUs which are outstanding and unvested as of the termination date, such RSUs will continue to be eligible to vest for a period of twelve (12) months following the termination date; and

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5. Any options which are outstanding and unvested as of the termination date will vest as of such date and remain exercisable for three (3) years following such date.

Pursuant to the terms of the Yendall Agreement, in order to receive any entitlements under that agreement which are in excess of Mr. Yendall’s minimum entitlements under the ESA, Mr. Yendall is required to sign a full and final release and indemnity in a form satisfactory to SAIC.

David E. Govrin

In connection with his appointment as Group President and Chief Underwriting Officer of the Company, Mr. Govrin and the Company entered into an Employment Agreement dated as of October 31, 2022 (the “Govrin Agreement”). Under the terms of the Govrin Agreement, in the event that Mr. Govrin’s employment is terminated by the Company without “Cause” or Mr. Govrin resigns for “Good Reason” (each as defined in the Govrin Agreement), then Mr. Govrin will be entitled to receive the following severance payments and benefits, subject to his execution and non-revocation of a severance and general release agreement on behalf of the Company:

1.       An annual cash bonus for the year of termination, calculated by applying the business, but the not the individual, performance modifier and pro-rated based on the number of full months that Mr. Govrin worked during the year, which bonus will be paid on the later of (a) the date bonuses are paid to other members of the Company’s management team, or (b) within thirty (30) days of when his separation agreement becomes effective;

2.       A cash severance payment equal to twelve (12) months of Mr. Govrin’s base salary at the rate in effect on his termination date, payable in installments;

3.       Accelerated vesting of all outstanding RSUs and stock options which are unvested as of the termination date, with such options remaining outstanding until the three year anniversary of the termination date (or, if earlier, the expiration date of those options); provided that any options subject to performance hurdles that must be satisfied to be exercisable may only be exercised if the relevant performance hurdles have been met; and

4.       Subsidized COBRA continuation coverage for twelve (12) months at active employee rates (subject to certain limited exceptions).

Pursuant to the Govrin Agreement, six (6) months’ advance written notice is required for the Company to terminate Mr. Govrin’s employment other than for Cause or for Mr. Govrin to terminate his employment for any reason other than Good Reason. However, in lieu of notice, the Company has the right to elect to (i) terminate Mr. Govrin’s employment immediately and make a payment in lieu of notice equal to the base salary that Mr. Govrin would have been paid had he served during the full six (6) month notice period, or (ii) unilaterally treat all or any portion of the notice period as a period of “Garden Leave” (as defined in the Govrin Agreement). To the extent the Company terminates Mr. Govrin other than for Cause, the total cash severance that Mr. Govrin would be entitled to receive pursuant to item (2) above will be reduced, on a dollar-for-dollar basis, to the extent the Company elects to place Mr. Govrin on Garden Leave or pay him in lieu of notice for any portion of the notice period.

In the event that Mr. Govrin remains continuously employed with the Company until October 31, 2025, and then chooses to voluntarily resign his employment with the Company after such date, then subject to entering into and not revoking a separation agreement and release of claims, Mr. Govrin will receive:

1. Accelerated vesting of all outstanding RSUs and stock options which are unvested as of the termination date, with such options remaining outstanding until the three year anniversary of the

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termination date (or, if earlier, the expiration date of those options); provided that any options subject to performance hurdles that must be satisfied to be exercisable may only be exercised if the relevant performance hurdles have been met; and

2. An annual cash bonus for the year of termination, calculated at target and pro-rated based on the number of full months that Mr. Govrin worked during the year, payable in lump sum.

In the event Mr. Govrin provides notice of his intent to voluntarily resign on or after October 31, 2025, then the Company will not exercise its right to pay in lieu of the six (6)-month notice period.

Mr. Govrin’s employment agreement further provides that in the event of a Change in Control, unvested stock options will vest in full and immediately become exercisable regardless of the stock price upon the Change in Control, subject to Mr. Govrin entering into a general release or similar agreement with the Company.

Stuart Liddell

In connection with his termination of employment, Mr. Liddell received a separation letter from SICC, which provided for payment of a lump sum cash payment in an amount equal to six (6) months of base salary in lieu of notice of termination ($217,816) in accordance with the terms of his employment agreement, as well as a payment in lieu of any accrued but unused holiday entitlement ($11,729). Although the separation letter also provided that Mr. Liddell remained eligible to receive a pro-rata bonus for 2023, he ultimately did not earn any such bonus in respect of 2023. Furthermore, effective as of his termination date, all of Mr. Liddell’s then-outstanding equity incentive awards were automatically cancelled and terminated.

Outstanding Equity Awards

Restricted Share Awards

As of December 31, 2023, Mr. Govrin held one restricted share award agreement under the 2013 Omnibus Incentive Plan. This restricted share award provided that in the event a termination of Mr. Govrin’s employment or services due to death or disability (as such term is defined in the 2013 Omnibus Incentive Plan) during the restricted period applicable to the award, the restricted shares will be deemed vested with respect to the number of restricted shares that would have vested had the executive’s service continued until the next vesting date immediately following such termination, with any remaining unvested restricted shares forfeited and cancelled. In addition, in the event of a “change in control” (as defined in the 2013 Omnibus Incentive Plan), prior to the end of the restricted period applicable to the restricted shares, if Mr. Govrin is terminated by the Company without “cause” (as defined in the 2013 Omnibus Incentive Plan) or resigns employment with the Company for “good reason” (as defined in the restricted share agreement) during the period that begins 90 days prior to the change in control and ends 24 months following the change in control, the restricted shares will be deemed fully vested as of the effective date of Mr. Govrin’s termination of service (or, in the case of termination prior to a change in control, the change in control).

The 2013 Omnibus Incentive Plan further provides that (i) in the event of Mr. Govrin’s termination of employment without cause within three (3) months prior to the occurrence of a change in control, Mr. Govrin will be treated under the 2013 Omnibus Incentive Plan as if he had remained continuously employed until the change in control, and experienced a termination of employment or service immediately thereafter, and (ii) in the event of a change in control, the restriction period applicable to the restricted shares will lapse as of immediately prior to the change in control (but note that where a restricted share agreement provides for accelerated vesting upon a termination in connection with a change in control, such provision supersedes this single-trigger change in control provision set forth in the 2013 Omnibus Incentive Plan).

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Time-Based Restricted Share Unit Awards (RSUs)

As of December 31, 2023, each of the continuing NEOs held one or more RSI awards under the 2013 Omnibus Incentive Plan. Under a number of these agreements, in the event of a “change in control” (as defined in the 2013 Omnibus Incentive Plan) prior to the end of the restricted period applicable to the RSUs, if the executive’s services are terminated by the applicable employing entity without “cause” (as defined in the applicable award agreement) or the executive resigns for “good reason” (as defined in the applicable award agreement) during the period that begins 90 days prior to the change in control and ends 24 months following the change in control, the RSUs will be deemed fully vested as of the effective date of the executive’s termination of service (or, in the event of a termination prior to a change in control, the change in control). In addition, in the event that the executive’s services are deemed terminated for death or “disability”(as defined in the 2013 Omnibus Incentive Plan) during the restricted period, then the RSUs will be deemed vested to the extent of the number of RSUs that would have vested had the participant’s service continued until the next vesting date immediately following such termination for death or disability.

The remaining outstanding RSUs held by Messrs. Govrin and Egan under the 2013 Omnibus Incentive Plan generally provide that in the event of a “qualifying termination” (i.e., termination of employment as a result of death or “disability” as defined in the 2013 Omnibus Incentive Plan) or termination by the Company without cause or resignation by the executive for “good reason” (each as defined in the RSU agreement) at any time, their outstanding RSUs thereunder will be deemed fully vested effective as of the termination date. The additional outstanding RSU award held by Mr. Yendall provides that in the event of such a “qualifying termination” (which in the case of Mr. Yendall also includes a termination for “just cause”), all unvested RSUs will remain outstanding and be eligible to vest for twelve (12) months following the date of such termination of employment, or in the case of a qualifying termination during the period that begins 90 days prior to the change in control and ends 24 months following the change in control, the RSUs will be deemed fully vested as of the effective date of his termination of service (or, in the event of a termination prior to a change in control, the change in control).

The 2013 Omnibus Incentive Plan further provides that in the event of the executive’s termination without cause within three (3) months prior to the occurrence of a change in control, such executive will be treated under the 2013 Omnibus Incentive Plan as if they had remained continuously employed until the change in control, and experienced a termination of employment immediately thereafter, and (ii) in the event of a change in control, the restriction period applicable to RSUs will lapse as of immediately prior to the change in control (but note that where an RSU agreement provides for accelerated vesting upon a termination in connection with a change in control, such provision supersedes this single-trigger change in control provision set forth in the 2013 Omnibus Incentive Plan).

Performance-Based Restricted Share Unit Awards (PSUs)

As of December 31, 2023, each of the then-serving NEOs held one or more outstanding PSU awards under the 2013 Omnibus Incentive Plan. Under Mr. Govrin’s 2021 PSU award, (i) in the event of a termination of the executive’s employment or services due to death or disability (as such term is defined in the 2013 Omnibus Incentive Plan) prior to the third anniversary of the grant date, the PSUs will be deemed vested to the extent of the number of PSUs that would have vested based on the achievement of the applicable performance goals at any time prior to the first anniversary following the date of such termination had such termination occurred, without any requirement of continued service, with any remaining unvested PSUs forfeited and cancelled, and (ii) in the event of a “change in control” (as defined in the 2013 Omnibus Incentive Plan) prior to the end of the restricted period applicable to the PSUs, if the executive is terminated by the Company without “cause” (as defined in the 2013 Omnibus Incentive Plan) or the executive resigns employment with the Company for “good reason” (as defined in the PSU agreements) during the period that begins 90 days prior to the change in control and ends

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twenty-four months following the change in control, the PSUs will vest on the effective date of the executive’s termination of service (or, in the event of a termination prior to a change in control, the change in control) at the greater of target levels or levels based on actual performance achieved through the end of the fiscal quarter ending immediately prior to the change in control, and any remaining unvested PSUs will be forfeited.

Under the 2023 PSU awards, (i) in the event of a termination of the executive’s employment or services due to death or disability prior to the third anniversary of the grant date, then a pro-rated portion of the PSUs will vest based upon the number of full months following the grant date during which the executive was employed (assuming target performance); provided, however, that if the performance period (which ends on December 31, 2025) has ended on or prior to the executive’s death or termination for disability, then the number of PSUs that will vest is instead determined based on actual performance during the performance period, and (ii) in the event of a “change in control” prior to the end of the restricted period applicable to the PSUs, if the executive is terminated by the Company without cause or the executive resigns employment with the Company for good reason, then the award will be treated as described above with respect to the 2021 PSUs.

The 2013 Omnibus Incentive Plan further provides that in the event of the executive’s termination of employment or service without cause within three (3) months prior to the occurrence of a change in control, such executive will be treated under the 2013 Omnibus Incentive Plan as if they had remained continuously employed until the change in control, and experienced a termination of employment or service immediately thereafter.

Option Awards

As of December 31, 2023, Mr. Govrin held two unvested option awards granted under the 2013 Omnibus Incentive Plan. With respect to these option awards, upon a termination of employment, any unvested options are generally forfeited, provided that in the event of a “change in control” (as defined in the 2013 Omnibus Incentive Plan), prior to the end of the vesting period, if Mr. Govrin is terminated by his employer without “cause” (as defined in the 2013 Omnibus Incentive Plan) or resigns employment with his employer for “good reason” (as defined in the option agreements) during the period that begins 90 days prior to the change in control and ends 24 months following the change in control, the options will be deemed fully vested as of the effective date of such termination of service (or, in the event of a termination prior to a change in control, the change in control).

The 2013 Omnibus Incentive Plan further provides that (i) in the event of the executive’s termination of employment or service due to death or “disability” (as defined in the 2013 Omnibus Incentive Plan), with respect to any awards thereunder which are subject solely to time-based restrictions, any such awards that would have become vested prior to the first anniversary of the executive’s termination date, had the executive continued to be employed by the Company through such date, will immediately become vested as of the termination date; and (ii) in the event of the executive’s termination of employment without cause within three (3) months prior to the occurrence of a change in control, such executive will be treated under the 2013 Omnibus Incentive Plan as if they had remained continuously employed or providing services until the change in control, and experienced a termination of employment or services immediately thereafter. The 2013 Omnibus Incentive Plan further provides that in the event of a change in control, all options will become immediately exercisable (provided that such awards may be cashed out or cancelled with appropriate notice, and provided further that where an option agreement provides for accelerated vesting upon a termination in connection with a change in control, such provision supersedes this single-trigger change in control provision set forth in the 2013 Omnibus Incentive Plan).

Other than as described above, unvested equity incentive awards held by each of the NEOs will automatically be cancelled and forfeited upon the NEO’s termination of employment or service.

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Potential Payments Upon a Qualifying Termination of Employment Absent a Change in Control(1) 

NameCash Severance PaymentValue of Acceleration/Continuing WelfareAggregate
 ($)(2)Lapse of Restrictions onInsurance BenefitPayments ($)
  Equity Awards ($)(3)($)(4) 
     
Scott Egan4,191,0002,352,94492,3906,636,334
Stephen Yendall1,031,864529,78417,6471,579,295
David E. Govrin1,722,5007,531,27924,4549,278,233
Rob Gibbs1,265,39106,2031,271,594

(1)“Qualifying termination” means, in the case of the continuing NEOs, a resignation of employment by the NEO for good reason (excluding, in the case of Messrs. Egan and Gibbs, termination as a result of death or disability, which is separately addressed in the “Potential Payments Upon TerminationDeath or ChangeDisability” table below) or a termination of employment by the employer without cause (or in Controlthe case of benefits under the Yendall Agreement, without cause and without just cause).

(2)
41Amounts reported in this column represent cash severance payments to each of the continuing NEOs in the event of a qualifying termination outside of the change in control period for the 2013 Omnibus Incentive Plan (in the case of awards under the 2013 Omnibus Incentive Plan, beginning ninety (90) days prior to and ending twenty-four (24) months following a change in control (as defined in the 2013 Omnibus Incentive Plan)). Mr. Yendall’s cash severance payment has been calculated disregarding the value of any potential statutory severance entitlements.

(3)Reflects the value of the accelerated vesting or lapse of continuing service requirements with respect to certain outstanding unvested equity awards in connection with a qualifying termination outside of the change in control period for the 2013 Omnibus Incentive Plan as described above. The value of such accelerated vesting or lapse of continuing service restrictions with respect to the equity awards reported in this table is based upon our closing share price of $11.60 on December 29, 2023. For purposes of calculating the value of accelerated vesting of Mr. Govrin’s PSU awards pursuant to Mr. Govrin’s employment agreement, the Company has assumed that such PSU awards would become vested at target levels.

(4)Reflects the cost to us of the continued provision of medical and life insurance benefits for eighteen (18) months following Mr. Egan’s termination date and twelve (12) months following Mr. Gibbs’s termination date, as well as continuation of employer contributions or premiums with respect to coverage for all benefits under any benefit plan for the twelve (12)-month period after the termination date for Mr. Yendall and subsidized COBRA continuation coverage for twelve (12) months at active employee rates for Mr. Govrin.

Potential Payments Upon Death or Disability 

NameCash SeveranceValue of Acceleration/Continuing WelfareAggregate
 Payment($)(1)Lapse of RestrictionsInsurance Benefit ($)(3)Payments ($)
  on Equity Awards ($)(2)  
     
Scott Egan4,191,0003,881,97192,3908,165,361
     
Stephen Yendall0787,3700787,370
     
David E. Govrin05,076,70905,076,709
     
Rob Gibbs1,265,391303,3826,2031,574,976
     

(1)Amounts reported in this column represent cash severance amounts payable in connection with termination of employment as a result of death or permanent disability, in accordance with the terms of the applicable employment agreement.

(2)Reflects the value of the accelerated vesting or lapse of continuing service requirements with respect to certain outstanding unvested RSU awards, restricted share awards and options in connection with a termination of employment as a result of death or disability as described above. The value of such accelerated vesting or lapse of continuing service restrictions with respect to the equity awards reported in this table is based upon our closing share price of $11.60 on December 30, 2023.

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(3)Reflects the cost to us of the continued provision of medical and life insurance benefits for eighteen (18) months following Mr. Egan’s termination date and twelve (12) months following Mr. Gibbs’s termination date (to the extent applicable).

Potential Payments Upon a Qualifying Termination of Employment in Connection with a Change in Control(1) 

NameCash SeveranceValue of Acceleration/Continuing WelfareAggregate
 

Payment ($)(2)

Lapse of Restrictions

Insurance BenefitPayments ($)
  

on Equity Awards ($)(3)

($)(4) 
     
Scott Egan4,191,0008,354,74992,39012,638,139
     
Stephen Yendall1,031,8642,227,24617,6473,276,757
     
David E. Govrin1,722,5007,846,07924,4549,593,033
     
Rob Gibbs1,265,3911,190,8446,2032,462,438
     

(1)“Qualifying termination” means, in the case of the continuing NEOs, a resignation of employment by the NEO for good reason (including, in the case of Messrs. Egan and Gibbs, a termination as a result of death or permanent disability) or a termination of employment by the employer without cause (or in the case of benefits under the Yendall Agreement, without cause and without just cause), during the relevant change in control period (in the case of awards under the 2013 Omnibus Incentive Plan, beginning ninety (90) days prior to and ending twenty-four (24) months following a change in control (as defined in the Omnibus Incentive Plan).

(2)Amounts reported in this column represent cash severance payments to each of the continuing NEOs in the event of a qualifying termination during the applicable change in control period.

(3)Reflects the value of the accelerated vesting of certain outstanding, unvested equity awards in connection with a qualifying termination in connection with a change in control as described above. For all NEOs, these calculations assume that the NEO experiences a qualifying termination of employment immediately following a change in control on December 29, 2023. The value of the accelerated vesting of equity awards reported in this table is based upon our closing share price of $11.60 on December 29, 2023. With respect to the PSU awards held by Mr. Govrin, the value reflected in this column assumes that such awards would undergo accelerated vesting at target levels.

(4)Reflects the cost to us of the continued provision of medical and life insurance benefits for eighteen (18) months following Mr. Egan’s termination date, and twelve (12) months following Mr. Gibbs’s termination date, as well as the continuation of employer contributions or premiums with respect to coverage for all benefits under any benefit plan for the twelve (12) month period after the termination date for Mr. Yendall and subsidized COBRA continuation coverage for twelve (12) months at active employee rates for Mr. Govrin.

In addition to the amounts set forth in the tables above, in the event of a Change in Control (absent a termination) on December 31, 2023, pursuant to the terms of Mr. Govrin’s employment agreement, Mr. Govrin would have been entitled to accelerated vesting of all of his then-outstanding and unvested stock option awards, with a fair market value of approximately $394,970 as of December 31, 2023.

For purposes of these tables, with respect to treatment of outstanding equity awards in connection with a change in control, we have assumed that all such awards have been effectively substituted, assumed or continued by the surviving or acquiring corporation and that the awards are subject to the double-trigger vesting provisions set forth in the underlying award agreements.

CEO PAY RATIO DISCLOSURE

We believe our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our

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non-executive employees. In 2023, we determined to identify our median employee, using base salary for fiscal year 2023 of each of our employees (excluding the CEO) employed as of December 1, 2023.

We determined the compensation of our median employee by:

(i)determining the base salary for each of our employees (excluding our CEO);

(ii)ranking the base salary of all employees except for our CEO from lowest to highest (a list of 1,004 employees); and

(iii)selecting the median employee as described above.

All active employees working on a full-time, part-time, or interim basis were included. To facilitate comparison of all employees in U.S. dollars, compensation paid in foreign currencies was converted to U.S. dollars. We applied a local currency to U.S. dollar exchange rate on December 29, 2023. We annualized the compensation for employees who began employment after the start of the fiscal year or who were on an unpaid leave of absence during the fiscal year.

Upon identifying the median employee, total compensation was calculated for this individual using the same methodology we use for our NEOs as set forth in the 2023 Summary Compensation Table.

For fiscal year 2023, our last completed fiscal year:

2023 ANNUAL TOTAL COMPENSATION
EMPLOYEE($)ESTIMATED PAY RATIO
Scott Egan, our CEO10,282,47093:1
47Median employee, other than our CEO
110,482

Based on this information, for 2023 the reasonable estimated ratio of the annual total compensation of our CEO, to the median of the annual total compensation of all employees, calculated in a manner consistent with Item 402(u) of Regulation S-K, was 93:1.

PAY VERSUS PERFORMANCE

The following table sets forth information concerning: (1) the compensation of our Chief Executive Officer (Mr. Egan), our former Chief Executive Officer (Mr. Malloy), our former Chief Executive Officer and Director (Mr. Sankaran) (the Company’s Principal Executive Officers, or “PEOs”), and the average compensation for our other Named Executive Officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023 and (2) and our cumulative total shareholder return (“TSR”), the cumulative TSR of our comparator group (“Comparator Group TSR”), Net Income and Core Combined Ratio over such years in accordance with SEC rules performance for each such fiscal year:

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(a)(b)(b)(b)(c)(c)(c)(d)(e)(f)(g)(h)(i)
Year(1)

SCT Total

for Mr. Egan
($)(2)

SCT Total
for Mr.
Malloy
($)(2)
SCT Total
for Mr.
Sankaran
($)(2)

Comp.
Actually

Paid to Mr.
Egan
($)(2)(3)

Comp.
Actually
Paid to
Mr.
Malloy
($)(2)(3)
Comp.
Actually
Paid to Mr.
Sankaran
($)(2)(3)
Average SCT
Total for
Non-PEO
NEOs ($)(1)(2)
Average
Comp.
Actually Paid
to Non-PEO
NEOs ($)(2)(3)
Value of Initial Fixed $100
Investment Based on:
Net
Income
($MMs)
Core
Combined
Ratio(5)

Total
Shareholder
Return ($)

Comparator
Group Total
Shareholder
Return ($)(4)

202310,282,47016,426,9822,386,1593,990,654110.27164.435589.1%
20225,818,0045,559,65614,025,1096,972,6072,413,083524,6382,764,7511,444,04056.08144.76-387101.5%
20214,168,26512,374,2513,786,3568,977,8552,794,0422,459,81977.28125.885899.7%
20203,254,5101,697,1061,758,3561,527,84890.49103.11144110.3%
(1)The following individuals are our NEOs for each fiscal year:
YEARPEOsNon-CEO NEOs
2023Scott EganStephen Yendall, David E Govrin, Rob Gibbs, and Stuart Liddell
Scott Egan, Daniel Malloy, and Procedures for Related Person TransactionsSiddhartha SankaranMonica Cramér Manheim, Stuart Liddell, Prashanth Gangu, David E. Govrin, David W. Junius, Stephen Yendall, and Vievette Henry
2021Daniel Malloy, and Siddhartha SankaranMonica Cramér Manheim, Prashanth Gangu, David E. Govrin, David W. Junius, and Christopher Coleman
2020Daniel MalloyDavid E. Govrin, David W. Junius, Nicholas J.D. Campbell and Christopher Coleman
(2)The amounts reported for 2022 and 2021 have been updated from the amounts reported in the 2023 proxy statement to reflect the inadvertent exclusion of certain equity awards from Summary Compensation Table values and/or the compensation actually paid calculation.
(3)Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as set forth below. Amounts set forth in this table were computed in accordance with the methodology used for financial reporting purposes and, for performance-based equity awards, calculated based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(4)TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The Dow Jones U.S. Property & Casualty Index is the same index we use in our performance graph in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2023.
(5)“Core Combined Ratio” is a non-GAAP measure which is calculated by dividing the sum of Core loss and loss adjustment expenses incurred, net, acquisition costs, net and other underwriting expenses by Core net premiums earned. This ratio, which is one of the selected performance metrics under the Company’s annual cash incentive program for 2023, is a key indicator of our underwriting profitability, and the Compensation Committee has determined that this measure represents the most important financial performance measure used by the Company to link compensation actually paid to the Company’s NEOs to Company performance. Appendix A to this Proxy Statement includes a reconciliation of such non-GAAP financial measures to the most directly comparable financial measure prepared in accordance with GAAP.

(1)The following individuals are our NEOs for each fiscal year:

YEARPEOsNon-CEO NEOs
2023Scott EganStephen Yendall, David E Govrin, Rob Gibbs, and Stuart Liddell
2022Scott Egan, Daniel Malloy, and Siddhartha SankaranMonica Cramér Manheim, Stuart Liddell, Prashanth Gangu, David E. Govrin, David W. Junius, Stephen Yendall, and Vievette Henry

2021
Daniel Malloy, and Siddhartha SankaranMonica Cramér Manheim, Prashanth Gangu, David E. Govrin, David W. Junius, and Christopher Coleman
2020
61Daniel Malloy
David E. Govrin, David W. Junius, Nicholas J.D. Campbell and Christopher Coleman

(2)The amounts reported for 2022 and 2021 have been updated from the amounts reported in the 2023 proxy statement to reflect the inadvertent exclusion of certain equity awards from Summary Compensation Table values and/or the compensation actually paid calculation.

(3)Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as set forth below. Amounts set forth in this table were computed in accordance with the methodology used for financial reporting purposes and, for performance-based equity awards, calculated based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

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 2020202120222023
AdjustmentsMr.
Malloy
Average
non-PEO
NEOs
Mr.
Malloy
Mr.
Sankaran
Average
non-PEO
NEOs
Mr.
Egan
Mr.
Malloy
Mr.
Sankaran
Average
non-PEO
NEOs

Mr.

Egan

Average
non-PEO
NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY(1,487,518)(925,321)(2,373,160)(10,857,790)(1,394,269)(5,002,002)(3,151,143)(9,588,400)(1,414,755)(4,889,402)(1,121,703)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End1,081,235976,4412,685,2387,964,3281,638,8685,493,814800,845928,3966,001,8051,283,784
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date109,851662,791808,2006,286
Increased/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End(954,558)(221,696)(50,078)(506,683)(53,662)(636,072)(1,755,184)(157,391)1,156,188774,538
Increased/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY Vesting Date(91,513)(28,398)57,5353,74935,337(117,940)(183,856)(94,094)3,875,921753,659
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End(105,050)(31,535)(701,444)(670,349)(49,617)(2,773,876)(593,153)(85,784)
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date
TOTAL ADJUSTMENTS(1,557,404)(230,508)(381,909)(3,396,396)(334,223)1,154,604(3,146,573)(13,500,471)(1,324,711)6,144,5121,604,494

(4)TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The Dow Jones U.S. Property & Casualty Index is the same index we use in our performance graph in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2023.

(5)“Core Combined Ratio” is a non-GAAP measure which is calculated by dividing the sum of Core loss and loss adjustment expenses incurred, net, acquisition costs, net and other underwriting expenses by Core net premiums earned. This ratio, which is one of the 

94 

selected performance metrics under the Company’s annual cash incentive program for 2023, is a key indicator of our underwriting profitability, and the Compensation Committee has determined that this measure represents the most important financial performance measure used by the Company to link compensation actually paid to the Company’s NEOs to Company performance. Appendix A to this Proxy Statement includes a reconciliation of such non-GAAP financial measures to the most directly comparable financial measure prepared in accordance with GAAP.

Narrative Disclosure to Pay Versus Performance Table

Relationship between Financial Performance Measures

The line graphs below compare (i) the compensation actually paid to our PEO(s) and the average of the compensation actually paid to our remaining NEOs, with (ii) our cumulative TSR, (iii) Peer Group TSR, (iv) our Net Income, and (v) our Core Combined Ratio, in each case, for the fiscal years ended December 31, 2020, 2021, 2022 and 2023.

TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.

 

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96 

 

Pay Versus Performance Tabular List

The following performance measures represent the most important financial and strategic performance measures used by us to link compensation actually paid to our NEOs to performance for the fiscal year ended December 31, 2023:

Core Combined Ratio;

Tangible NBVPS compound annualized growth rate; and

Cost base reduction

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AUDIT MATTERS

PROPOSAL NO. 4 ELECTION3APPOINTMENT OF DESIGNATED COMPANY DIRECTORS OF SUBSIDIARIESINDEPENDENT AUDITOR &
TO DETERMINE THE INDEPENDENT AUDITOR’S
REMUNERATION
TO SERVE UNTIL THE ANNUAL GENERAL MEETING TO BE HELD IN 2025, AND TO AUTHORIZE OUR BOARD, ACTING BY THE AUDIT COMMITTEE, TO DETERMINE THE INDEPENDENT AUDITOR’S REMUNERATION

The Board proposes and recommends that the shareholders appoint the firm of PricewaterhouseCoopers LLP (“PwC”), an independent registered certified public accounting firm, as our independent auditor to serve until the annual general meeting to be held in 2025.

PwC has served as our independent auditor since February 26, 2021, the date of the consummation of the Merger. A representative of PwC will attend the Annual General Meeting virtually and will have an opportunity to make a statement, if he or she desires to do so, and to respond to appropriate questions. Shareholders at the Annual General Meeting will also be asked to vote to authorize our Board, acting by the Audit Committee, to determine the independent auditor’s remuneration.

If a quorum is present at the Annual General Meeting, the appointment of PwC at the Annual General Meeting will be decided by a majority of votes cast. For further information, see the answers to the questions “What is the quorum requirement for the Annual General Meeting?” and “What is the voting requirement to approve each of the proposals?

63

THE AUDIT COMMITTEE AND THE BOARD UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS OUR INDEPENDENT AUDITOR TO SERVE UNTIL THE ANNUAL GENERAL MEETING TO BE HELD IN 2025, AND TO AUTHORIZE OUR BOARD, ACTING BY THE AUDIT COMMITTEE, TO DETERMINE THE INDEPENDENT AUDITOR’S REMUNERATION.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

The following table sets forth the aggregate fees charged to the Company by PwC in 2023 and 2022 for audit services rendered in connection with the audit of our consolidated financial statements and reports for 2023 and 2022 and for other services rendered during 2023 and 2022 to the Company and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services. PwC has served as our independent auditor since February 26, 2021.

INDEPENDENT AUDITOR FEES

 PRICEWATERHOUSECOOPERS LLP

FEE CATEGORY

FY 2023

($)

FY 2022

($)

Audit fees6,716,8795,692,915
Audit-related fees127,000206,192
Tax fees46,299121,672
All other fees12,0009,959
Total fees6,902,1786,030,739

AUDIT FEES: Includes the aggregate fees billed by PwC for professional services and expenses rendered for the audit of the Company’s consolidated financial statements and internal control over financial reporting in 2023 and 2022, as well as subsidiary and statutory audits.

AUDIT-RELATED FEES: Fees billed by PwC include services rendered in connection with other SEC filings (except for Annual Report on Form 10-K and Quarterly Report on 10-Q). Audit-related fees in 2022 include fees for proactive assurance related to new accounting pronouncements and information technology implementations.

TAX FEES: Includes fees billed by PwC for tax-related services in conjunction with our ongoing business operations and transaction tax advisory services.

ALL OTHER FEES: Includes fees billed by PwC for access to their resource tools for accounting and auditing standards.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES

The Audit Committee has adopted a policy requiring the Audit Committee to pre-approve all audit and, subject to the de minimis exception of Section 10A(i) of the Exchange Act and the SEC rules promulgated thereunder, all permitted non-audit services performed by the Company’s independent auditor. The Audit Committee may delegate pre-approval authority to one or more designated members of the Audit Committee, who must then provide a report of such pre-approvals to the Audit Committee at its next scheduled meeting. When pre-approving non-audit services by the independent auditor, the Audit Committee shall consider whether the provision of such services is consistent with maintaining the independent auditor’s independence. All services

99 

performed by PwC in 2023 were pre-approved by the Audit Committee pursuant to the foregoing pre-approval policy and procedures.

THE AUDIT COMMITTEE

The charter of the Audit Committee provides that the Audit Committee is responsible for the recommendation to the shareholders of the appointment, retention, termination and oversight of the work of our independent auditor, for the purpose of preparing or issuing an audit report.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. Each of the members of the Audit Committee qualified as an “independent” director as defined under Section 303A.02(a)(ii) of the NYSE rules and Rule 10A-3 of the Exchange Act. All of the members of the Audit Committee are financially literate and one member of the Audit Committee is an audit committee financial expert, as defined under the SEC rules. All of the members of the Audit Committee have accounting or related financial management expertise within the meaning of the SEC and NYSE rules. The Company’s management has the primary responsibility for the financial statements and for the financial reporting process, including the establishment and maintenance of the system of internal control over financial reporting. The independent registered public accounting firm appointed as the Company’s independent auditor is responsible for auditing the financial statements prepared by management and the Company’s internal controls over financial reporting. The Company’s independent auditor expresses an opinion on the conformity of the Company’s financial statements with generally accepted accounting principles and on the design and operating effectiveness of the Company’s internal control over financial reporting. In this context, the Audit Committee has met and held discussions with management and Pricewaterhouse Coopers LLP (“PwC”), the independent registered public accounting firm appointed as the Company’s independent auditor in 2021, regarding the fair and complete presentation of the Company’s audited financial statements.

The Audit Committee reviewed and discussed with PwC the matters that are required to be discussed pursuant to the applicable requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”), including:

●    

their judgments as to the quality, not just the acceptability, of our accounting principles, 

●    the reasonableness of significant judgments, 

●    

all critical accounting policies and practices to be used, 

●    material alternative accounting treatments within generally accepted accounting principles discussed with management, 

●    the determination of audit tenure, 

●    

critical audit matters that arose during the current period audit, and 

●    

other material written communications between PwC and management.

As part of that review, the Audit Committee has received the written disclosures and the letter required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed PwC’s independence from the Company with PwC. The Audit Committee also has considered whether PwC’s provision of non-audit services to the Company is compatible with the auditor’s independence. The Audit Committee has concluded that PwC is independent from the Company and its management.

In addition to the oversight over the financial reporting process, the Audit Committee also has the sole authority to appoint, retain and oversee the Company’s Chief Actuary. The Audit Committee met in 2023 with the Chief Financial Officer, the Chief Actuary, the Chief Legal Officer, representatives of PwC, and the Company’s Chief Audit Officer, in regular and executive sessions to discuss the results of their respective examinations, their evaluations of the design and operating effectiveness of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting and compliance programs.

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AUDIT COMMITTEE (CONTINUED)

The Audit Committee annually reviews the performance and independence of PwC in deciding whether to retain the audit firm or engage a different independent registered public accounting firm and whether the independent registered public accounting firm should be rotated.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC.

THE AUDIT COMMITTEE 

Sharon M. Ludlow, Chair
Franklin (Tad) Montross IV
Jason Robart

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of SiriusPoint common shares, Series A Preference Shares and Series B Preference Shares as of March 15, 2024 (except as otherwise indicated), by:

each person who is the beneficial owner of more than 5% of the Company’s common shares and Series A preference shares;

each person who is an NEO or director; and

all executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including RSUs and restricted share awards (“RSAs”) that vest within 60 days and options and warrants that are currently exercisable or exercisable within 60 days. As of March 15, 2024, there were 169,753,232 common shares, 11,720,987 Series A Preference Shares, and 8,000,000 Series B Preference Shares of SiriusPoint issued and outstanding. Unless otherwise indicated below, the address for each person listed on the table is c/o SiriusPoint Ltd., Point Building, 3 Waterloo Lane, Pembroke HM 08, Bermuda.

Percentage of total voting power represents voting power with respect to all shares of SiriusPoint common shares and Series A Preference Shares, voting as a single class. Each holder of common shares is entitled to one vote for each common share held on the record date. Each holder of Series A Preference Shares is entitled to the number of votes equal to the number of common shares into which the Series A Preference Shares are then convertible as of the record date. As of March 15, 2024, each Series A Preference Share was convertible into one common share. Series B Preference Shares are non-voting shares. As discussed under the heading “Questions and Answers ― Will I Be Entitled to Vote All of My Shares at the Annual General Meeting?”, the voting rights related to “controlled shares” owned by U.S. Persons (as defined in our Bye-laws) will be limited, in the aggregate, to a voting power of less than 9.5%, under a formula specified in our Bye-laws. The formula is applied repeatedly until the voting power of all 9.5% shareholders (as defined in our Bye-laws) has been reduced to less than 9.5%. Other voting power limitations are set forth in the CMB Investor Rights Agreement, as described elsewhere in this proxy statement and noted in the table below.

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NAME AND ADDRESSCOMMON SHARESSERIES A PREFERENCE
SHARES
SERIES B PREFERENCE
SHARES
% OF TOTAL
VOTING
POWER
NUMBER
OF SHARES
PERCENTAGE
OF CLASS
NUMBER
OF SHARES
PERCENTAGE
OF CLASS
NUMBER OF
SHARES
PERCENTAGE
OF CLASS
5% SHAREHOLDERS       
CM Bermuda Ltd.(1)
   CM Bermuda
     Canon’s Court
     22 Victoria Street
     Hamilton, HM 12, Bermuda
   CMIG International
     3 Temasek Avenue
     Centennial Tower, #17-10
     Singapore 039190
75,789,77439.70%11,710,95699.91%9.90%
Daniel S. Loeb(2)
   c/o Third Point LLC
   55 Hudson Yards
   New York, New York 10001
15,173,5718.90%34,7960.435%8.90%
BlackRock, Inc.(3)
   55 East 52nd Street
   New York, New York 10055
12,971,6347.60%7.60%
The Vanguard Group Inc.(4)
   100 Vanguard Boulevard
   Malvern, Pennsylvania 19355
10,521,2426.20%6.20%
Wellington Management Group (5)
   c/o Wellington Management
   Company LLP
   280 Congress Street
   Boston, MA 02210
8,800,0945.20%5.20%
DIRECTORS AND NAMED
EXECUTIVE OFFICERS
       
Franklin (Tad) Montross IV(9)*85,2950.05%0.05%
Peter Wei Hei Tan*18,5960.01%0.01%
Bronek Masojada(9)*41,8400.02%0.02%
Daniel S. Loeb(2)15,173,5718.90%34,7960.435%8.90%
Mehdi A. Mahmud(9)*99,6710.06%0.06%
Jason Robart(9)*73,4160.04%0.04%
Scott Egan(6)(9)*728,8080.43%0.43%
Rafe de la Geuronierre(9)*147,0500.09%0.09%
Sharon Ludlow(9)*136,8060.08%0.08%
Stephen Yendall(7)(10)*124,6210.07%0.07%
David E. Govrin(8)(9)*828,4140.49%0.49%
Robin Gibbs(9)*68,6910.04%0.04%
All Directors and Executive Officers as a group (12 persons) (10)17,526,77910.32%  34,796 10.32%

*Represents beneficial ownership of less than 1%.

(1)Based on Schedule 13D filed on March 8, 2021, by China Minsheng Investment Group Corp., Ltd. (“CMIG”), which states that as of February 26, 2021, CMIG has shared voting power and shared dispositive power over 75,789,774 shares. In accordance with the CMB Investor Rights Agreement, the voting power of CM Bermuda, its Affiliates and its Related Persons in SiriusPoint is capped at

ii

103 

9.9%. The total number of common shares reported in this table includes 20,991,337 common shares issuable upon exercise of warrants.
(2)Based on Amendment No. 4 to Schedule 13D filed on August 9, 2023, by Daniel S. Loeb, which states that as of August 9, 2023, the 2010 Loeb Family Trust owns 235,127 common shares, Third Point Advisors LLC owns 1,000,000 Common Shares, Third Point Opportunities Master Fund L.P. owns 7,493,842 common shares and the 2011 Loeb Family GST Trust owns 4,846,971 Common Shares, and Mr. Loeb owns the balance of the common shares reported herein. Mr. Loeb has sole voting and dispositive power over the shares held by the 2010 Loeb Family Trust, Third Point Advisors LLC, the 2011 Loeb Family GST Trust and Third Point Opportunities Master Fund L.P. Mr. Loeb disclaims beneficial ownership of such common shares except to the extent of his pecuniary interest therein, if any.

(3)Based on Schedule 13G filed on February 6, 2024, by Blackrock, Inc. (“Blackrock”), which states that as of December 31, 2023, Blackrock has sole voting power over 12,778,006 shares and sole dispositive power over 12,971,634 shares.

(4)Based on Amendment No. 6 to Schedule 13G filed on February 13, 2024, by The Vanguard Group (“Vanguard”), which states that as of December 29, 2023, Vanguard has shared voting power over 129,927 shares, sole dispositive power over 10,296,417 shares, and shared dispositive power over 224,825 shares.

(5)Based on Schedule 13G filed on February 14, 2024, by Wellington Management Group LLP (“Wellington Management”), which states that as of December 29, 2023, Wellington Management has shared voting power of 7,809,632 shares and shared dispositive power over 8,800,094 shares.

(6)Includes (i) 300,000 vested options to purchase common shares, (ii) 300,000 options to purchase common shares which will vest and become exercisable when the closing price of the Company’s common stock on the NYSE reaches $8.00 and (iii) 300,000 options to purchase common shares which will vest and become exercisable when the closing price of the Company’s common stock on the NYSE reaches $10.00.

(7)Includes (i) 100,000 options to purchase common shares which will vest and become exercisable when the closing price of the Company’s common stock on the NYSE reaches $8.00 and (ii) 100,000 options to purchase common shares which will vest and become exercisable when the closing price of the Company’s common stock on the NYSE reaches $10.00.

(8)Includes 350,000 options to purchase common shares which will vest and become exercisable when the closing price of the Company’s common stock on the NYSE reaches $8.00.

(9)Includes beneficial ownership of shares underlying RSUs and restricted share awards RSAs that vest within 60 days after March 15, 2024.

Shares underlying RSUs and RSAs that vest within 60 days after March 15, 2024
 RSUsRSAsTotal
Franklin (Tad) Montross IV14,92914,929
Bronek Masojada10,39910,399
Mehdi A. Mahmud14,92914,929
Jason Robart14,92914,929
Scott Egan43,116.0043,116
Rafe de la Geuronierre14,92914,929
Sharon Ludlow14,92914,929
Stephen Yendall10,794.0010,794
David E. Govrin118,310.0027,138145,448
Robin Gibbs8,555.008,555


104 


(10)Consists of (i) 17,305,081 common shares, (ii) 40,923 options to purchase common shares that become exercisable with 60 days after March 15, 2024, and (iii) 180,775 RSUs that vest within 60 days after March 15, 2024 that are held by such executive officers and directors as a group.

105 

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, officers and persons who own more than 10% of the issued and outstanding shares of the Company’s common shares to file reports of initial ownership of common shares and other equity securities and subsequent changes in that ownership with the SEC and the NYSE. Based solely on a review of such reports and written representations from the directors, executive officers and 10% owners, the Company believes that all such filing requirements were met during 2023.

106 

INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

GENERAL INFORMATION

This proxy statement is furnished to shareholders of SiriusPoint Ltd. in connection with the solicitation of proxies by our Board of Directors for use at our 2024 Annual General Meeting or at any adjournment or postponement thereof, to be held:

WHENVIRTUAL WEBCASTRECORD DATE
Thursday, May 20, 2024Via live audio webcast atApril 4, 2024
10:00 a.m., Atlantic Daylightwww.meetnow.global/MAHXJL7
Time

DATE OF DISTRIBUTION

This proxy statement and the accompanying proxy card are first being sent to shareholders on or about April 9, 2024.

In order to provide expanded access, improved communication and cost savings for our shareholders and our Company, this year’s annual general meeting will be conducted virtually via live audio webcast.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS

AND THE ANNUAL GENERAL MEETING

Q:    Why am I receiving these materials?

WHY AM I RECEIVING THESE MATERIALS?

A:We are providing these proxy materials to you in connection with the solicitation by the Company’s Board of Directors of Third Point Reinsurance Ltd. of proxies to be voted at the Company’s Annual General Meeting and at any adjournments or postponements thereof. Because you were a Third Point Reinsurance Ltd. shareholder of the Company as of the close of business on the Record Date,record date, our Board of Directors has made this Proxy Statementproxy statement and Proxy Cardproxy card available to you on the internet,Internet, in addition to delivering printed versions of this Proxy Statementproxy statement and Proxy Cardproxy card to certain shareholders by mail.
This Proxy Statementproxy statement provides notice of the Annual General Meeting, describes the five proposals presented for shareholder action and includes information required to be disclosed to shareholders. You do not need to attend the virtual Annual General Meeting to vote your shares and may vote your shares in advance of the meeting, described under the heading “How can I vote my shares without attending the Annual General Meeting?” below.


107

Q:Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

HOW DO I GET ELECTRONIC ACCESS TO THE PROXY MATERIALS?

A:
Pursuant to rules adopted by the SEC, we are permitted to furnish our proxy materials over the internet to our shareholders by delivering a Notice of Internet Availability of Proxy Materials (“Notice”) in the mail. If you received a Notice by mail, you will not receive a printed copyThe Company’s notice of the 2024 Annual General Meeting, proxy materials in the mail. Instead, the Notice instructs you on how to access and review the Proxy Statementstatement and Annual Report overon Form 10-K for the internetfiscal year ended December 31, 2023 are available at www.envisionreports.com/TPREwww.edocumentview.com/SPNT. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like toTo receive a printed copy of our Proxy materials, you should follow the instructions for requesting these materials containeddocuments electronically in the Notice.
Shareholders who receive a printed set of proxy materials will not receive the Notice, but may still access our proxy materials and submit their proxies over the internet at www.envisionreports.com/TPRE.
Q:    How do I get electronic access to the proxy materials?

A:
Iffuture, if you are a shareholder of record, you may elect to receive future annual reports or Proxy Statementsproxy statements electronically by visiting www-us.computershare.com/Investor and log in to sign up, or while voting via the internetInternet click the box to give yourconsent. If you hold your shares in street name, you should contact your broker, bank or other nominee for information regarding electronic delivery of proxy materials.

An election to receive proxy materials electronically will remain in effect for all future annual general meetings unless revoked. Shareholders requesting electronic delivery may incur costs, such as telephone and internet access charges, that must be borne by the shareholder.

Q:    What proposals will be voted on at the Annual General Meeting?

A:
An election to receive proxy materials electronically will remain in effect for all future annual general meetings until revoked. Shareholders requesting electronic delivery may incur costs, such as telephone and Internet access charges, that must be borne by the shareholder.

WHAT PROPOSALS WILL BE VOTED ON AT THE ANNUAL GENERAL MEETING AND WHAT ARE THE BOARD’S RECOMMENDATIONS?

There are fivethree proposals scheduled to be voted on at the Annual General Meeting:

          
 PROPOSALS BOARD RECOMMENDATIONS FOR MORE
INFORMATION,
SEE PAGE
 1To elect four Class II directors to serve for a term expiring in 2027, or until their office shall otherwise be vacated pursuant to our Bye-Laws: FOR each nominee 9
   Bronek Masojada     
   Daniel S. Loeb     
   Mehdi A. Mahmud     
   Jason Robart     
 2

To approve, by a non-binding advisory vote, the executive compensation payable to the Company’s NEOs.

(Say-on-Pay)

 FOR 53
 3To approve: FOR 125
   (i)the appointment of PwC, an independent registered public accounting firm, as our independent auditor, to serve until the Annual General Meeting to be held in 2025; and     
   (ii)the ratification of PwC’s remuneration as determined by the Audit Committee of the Board.     


108

To elect three Class II directors and one Class I director, to serve for terms expiring in 2021 and 2020, respectively, or until their respective office shall otherwise be vacated pursuant to our Bye-laws;

To approve and adopt the amended and restated Bye-laws of the Company;
To approve, by a non-binding advisory vote, the executive compensation payable to the Company’s named executive officers as described in this Proxy Statement;
To elect certain individuals as Designated Company Directors of certain of our non-U.S. subsidiaries, as required by our Bye-laws; and
To appoint Ernst & Young Ltd., an independent registered public accounting firm, as our independent auditor to serve until the annual general meeting to be held in 2019 and to authorize our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration.



Q:    What is the Board of Directors’ voting recommendation?

A:INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

HOW DO I ATTEND THE VIRTUAL ANNUAL GENERAL MEETING?

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual General Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received. You will be able to attend the Annual General Meeting online and submit your questions during the meeting by visiting www.meetnow.global/MAHXJL7. Such questions must be confined to matters properly before the Annual General Meeting and of general Company concern. You will also be able to vote your shares electronically at the Annual General Meeting. To participate, you will need the control number included on your proxy card, or on the instructions that accompanied your proxy materials.
If you hold your shares through an intermediary, such as a bank or broker, and want to attend the Annual General Meeting online by webcast (with the ability to ask a question and/or vote, if you choose to do so) you have two options:

1You can register in advance to attend the Annual General Meeting virtually on the Internet. To register to attend the Annual General Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your SiriusPoint Ltd. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., EDT, on May 15, 2024.
You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to us at the following:

BY EMAIL

Forward the email from your broker,
and attach an image of your legal
proxy, to:

legalproxy@computershare.com

BY MAIL

Computershare

SiriusPoint Ltd. Legal Proxy

P.O. Box 43001

Providence, Rhode Island 02940-3001

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INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

2You can register at the virtual meeting to be able to fully participate using the control number received with your voting instruction form. Online registration for the Annual General Meeting will enable you to attend, ask questions and vote. We expect that the vast majority of beneficial owners will be able to fully participate using this option. Please note, however, that this option is intended to be provided as a convenience to beneficial owners only, and there is no guarantee this option will be available for every type of beneficial owner voting control number. The inability to provide this option to any or all beneficial owners shall in no way impact the validity of the Annual General Meeting. Beneficial owners may choose to register in advance of the Annual General Meeting using option (1) above, if you prefer to use the traditional, legal proxy option.
In any event, please go to www.meetnow.global/MAHXJL7 for more information on the available options and registration instructions.
The Company’s Board of Directors recommendsmeeting will begin promptly at 10:00 a.m., Atlantic Daylight Time (9:00 a.m. EDT). We encourage you to access the meeting prior to the start time. Online access will open at 9:45 a.m., Atlantic Daylight Time (8:45 a.m. EDT), and you should allow ample time to log in to the meeting webcast and test your computer audio system. We recommend that you vote your shares:

“FOR” the election of each of the nominees to the Board of Directors;
“FOR”the approval of the proposal to approve and adopt the amended and restated Bye-laws of the Company;
“FOR”the approval of the executive compensation payable to the Company’s named executive officers as disclosed in this Proxy Statement;
“FOR”the election of the Designated Company Directors; and
“FOR” the appointment of Ernst & Young Ltd., an independent registered public accounting firm, as the Company’s independent auditor to serve until the annual general meeting to be held in 2019, and to authorize our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration.

Q:    Who is entitled to vote?

carefully review the procedures needed to gain admission in advance.
A:
The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Shareholders should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. Contact information on the meeting login page will provide further technical assistance during the meeting, should you need it, or you may call 1-888-724-2416.

WHO IS ENTITLED TO VOTE?

All shares, including any Series A Preference Shares, par value $0.10 per share (the “Series A Preference Shares”), which vote together with the common shares as a single class with respect to all matters, owned by you as of the Record Date, which is the close of business on March 7, 2018,record date, may be voted by you, subject to certain restrictions on “controlled shares” described under the heading, “WillWill I be entitled to vote all of my shares at the Annual General Meeting?” below.
You may cast one vote per common share that you held on the Record Date. record date and one vote per common share underlying each Series A Preference Share that you held on the record date.
These shares include shares that are:

held directly in your name as the shareholder of record; and

held for you as the beneficial owner through a broker, bank or other nominee.
Holders of warrants are not entitled to vote at the Annual General Meeting unless those warrants have been exercised and converted into shares as of the Record Date.
On the Record Date, Third Point Reinsurance Ltd. had approximately 103,521,000 common shares outstanding, including 1,992,167 restricted shares.
Q:    Will I be entitled to vote all of my shares at the Annual General Meeting?

A:held directly in your name as the shareholder of record; and
held for you as the beneficial owner through a broker, bank or other nominee.
Holders of warrants are not entitled to vote at the Annual General Meeting unless those warrants have been exercised and converted into shares as of the record date.
On the record date, the Company had approximately 169,775,693 common shares outstanding, including 405,803 restricted shares, and 11,720,987 Series A Preference Shares outstanding, which are convertible into approximately 11,720,987 common shares.

110

INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

 WILL I BE ENTITLED TO VOTE ALL OF MY SHARES AT THE ANNUAL GENERAL MEETING?
 If your shares are treated as “controlled shares” (as determined pursuant to sections 957 and 958 of the Internal Revenue Code of 1986, as amended (the “Code”)) of any United States (“U.S.”) person (that owns shares directly or indirectly through non-U.S. entities) and such controlled shares constitute 9.5% or more of the votes conferred by our issued shares, the voting rights related to the controlled shares owned by such U.S. Person (as defined in our Bye-laws) will be limited, in the aggregate, to a voting power of less than 9.5%, under a formula specified in our Bye-laws. The formula is applied repeatedly until the voting power of all 9.5% shareholders (as defined in our Bye-laws) has been reduced to less than 9.5%. In addition, our Board of Directors may limit a shareholder’s voting rights when it deems it appropriate to do so to: (i) avoid the existence of any 9.5% shareholder; and (ii) avoid certain material adverse tax, legal or regulatory consequences to us, any of our subsidiaries or any direct or indirect shareholder or its affiliates. “Controlled shares” include, among other things, all shares that a U.S. Personperson is deemed to own directly, indirectly or constructively (within the meaning of section 958 of the Code). The amount of any reduction of votes that occurs by operation of the above limitations will generally be reallocated proportionately among our other shareholders whose shares were not “controlled shares” of the 9.5% shareholder so long as such reallocation does not cause any person to become a 9.5% shareholder. The applicability of the voting power reduction provisions to any particular shareholder depends on facts and circumstances that may be known only to the shareholder or related persons. Accordingly, we request that any holder of shares with reason to believe that they are a 9.5% shareholder, contact us promptly so that we may determine whether the voting power of such holder’s shares should be


reduced. By submitting a proxy, a holder of shares will be deemed to have confirmed that, to their knowledge, they are not, and are not acting on behalf of, a 9.5% shareholder. The Board of Directors of the Company is empowered to require any shareholder to provide information as to that shareholder’s beneficial ownership of shares, the names of persons having beneficial ownership of the shareholder’s shares, relationships with other shareholders or any other facts the Board of Directors may consider relevant to the determination of the number of shares attributable to any person. The Board of Directors may disregard the votes attached to shares of any holder who fails to respond to such a request or who, in their judgment, submits incomplete or inaccurate information. The Board of Directors retain certain discretion to make such final adjustments that they consider fair and reasonable in all the circumstances as to the aggregate number of votes attaching to the shares of any shareholder to ensure that no person shall be a 9.5% shareholder at any time.

Q:    What is the difference between holding shares as a shareholder of record and as a beneficial owner?

reduced. By submitting a proxy, a holder of shares will be deemed to have confirmed that, to their knowledge, they are not, and are not acting on behalf of, a 9.5% shareholder. The Board is empowered to require any shareholder to provide information as to that shareholder’s beneficial ownership of shares, the names of persons having beneficial ownership of the shareholder’s shares, relationships with other shareholders or any other facts the Board may consider relevant to the determination of the number of shares attributable to any person. The Board may disregard the votes attached to shares of any holder who fails to respond to such a request or who, in their judgment, submits incomplete or inaccurate information. The Board retain certain discretion to make such final adjustments that they consider fair and reasonable in all the circumstances as to the aggregate number of votes attaching to the shares of any shareholder to ensure that no person shall be a 9.5% shareholder at any time.
A:
If the investor affiliated group beneficially own common shares or any other authorized shares which would cause the investor affiliated group to be treated as the beneficial owner of votes in excess of 9.5% of the votes conferred by all of the issued and outstanding shares of the Company with respect to any matter at a general shareholder meeting, then such votes will be reduced by whatever amount is necessary so that after such reduction and giving effect to the reallocation of voting power to other holders of common shares, the votes conferred by the common shares or any other authorized shares that are beneficially owned by the investor affiliated group are equal to, and not less than, 9.5% of the total outstanding vote of such shares with respect to such matter.

111 

INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

 WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER?
 Many of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.
Shareholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being made available to you by the Company. As the shareholder of record, you have the right to grant your voting proxy directly to certain officers of Third Point Reinsurance Ltd. or to vote in person at the Annual General Meeting. You may vote on the internet or by telephone, or by mail if you received a Proxy Card by mail, as described below under the heading “How can I vote my shares without attending the Annual General Meeting?”.
Beneficial Owner. If your shares are held in an account at a broker, bank or other nominee, like many of our shareholders, you are considered the beneficial owner of shares held in street name, and these proxy materials were forwarded to you by that organization. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares, and you are also invited to attend the Annual General Meeting.
Since a beneficial owner is not the shareholder of record, you may not vote your shares in person at the Annual General Meeting unless you obtain a “legal proxy” from the broker, bank, or other nominee that is the shareholder of record of your shares giving you the right to vote the shares at the Annual General Meeting. If you do not wish to vote in person or you will not be attending the Annual General Meeting, you may vote by proxy. This is done by proxy by completing, signing and returning the proxy card or over the internet or by telephone, as described below under the heading “How can I vote my shares without attending the Annual General Meeting?”.

Q:    How can I vote my shares in person at the Annual General Meeting?

A:
Shareholder
SHAREHOLDER OF RECORD.If your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered, with respect to those shares, the shareholder of Record.record, and these proxy materials are being made available to you by the Company. As the shareholder of record, you have the right to grant your voting proxy directly to certain officers of the Company or to vote virtually at the Annual General Meeting. You may vote on the Internet or by telephone, or by mail if you received a proxy card by mail, as described below under the heading “How can I vote my shares without attending the Annual General Meeting?
BENEFICIAL OWNER. If your shares are held in an account at a broker, bank or other nominee, like many of our shareholders, you are considered the beneficial owner of shares held in street name, and these proxy materials were forwarded to you by that organization. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares, and you are also invited to attend the Annual General Meeting and vote virtually.
If you do not wish to vote during the Annual General Meeting or you will not be attending the Annual General Meeting, you may vote by proxy. This is done by completing, signing and returning your voting instruction card or voting over the Internet or by telephone, as described below under the heading “How can I vote my shares without attending the Annual General Meeting?”
 HOW CAN I VOTE MY SHARES AND ASK QUESTIONS VIRTUALLY AT THE ANNUAL GENERAL MEETING?
 

SHAREHOLDER OF RECORD. Shares held directly in your name as the shareholder of record may be voted in personvirtually at the Annual General Meeting. If you choose toShareholders may vote or ask questions during the virtual Annual General Meeting by visiting www.meetnow.global/MAHXJL7 and logging in using the 15-digit control number on the proxy card or on the instructions that accompanied your proxy materials. To vote your shares, click on the Vote tab or to ask questions click on the Q&A tab located on the meeting site. We encourage you to vote in person atadvance of the Annual General Meeting please bring proof of identification, such as a driver’s license or passport. Evento ensure your shares are represented and counted.

BENEFICIAL OWNER. Pursuant to the instructions described above under the heading “How do I attend the virtual Annual General Meeting?”, if you planare a beneficial owner and want to attend the Annual General Meeting online by webcast (with the Company recommendsability to ask a question and/or vote, if you choose to do so) you have two options: (a) you can register in advance by submitting your legal proxy to Computershare or (b) you can register at the virtual Annual General Meeting by going to www.meetnow.global/MAHXJL7 and logging in using the control number on your voting instruction form or on the instructions that youaccompanied your proxy materials. To vote your shares, in advance as described below so that your vote will be counted if you later decide notclick on the Vote tab or to attendask questions click on the Annual General Meeting.Q&A tab located on the meeting site.


112 

Beneficial Owner. Shares held in street name may be voted in person by you only if you obtain a signed proxy from the shareholder of record giving you the right to vote the shares.


Q:    What must I do if I want to attend the Annual General Meeting in person?

INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

 HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL GENERAL MEETING?
A:
Attendance at the Annual General Meeting is limited to individuals who were shareholders as of the Record Date and admission will be on a first-come, first-served basis. Registration and seating will begin at 9:45 a.m.,


Atlantic Daylight Time, on the date of the Annual General Meeting. Each shareholder will be asked to present proof of identification, such as a driver’s license or passport, prior to admission to the Annual General Meeting. Beneficial owners of shares held in street name will need to bring proof of share ownership as of the Record Date, such as a bank or brokerage firm account statement or a letter from the intermediary holding your shares. Cameras, recording devices and other electronic devices will not be permitted at the Annual General Meeting.

Q:    How can I vote my shares without attending the Annual General Meeting?

A: Whether you hold your shares directly as the shareholder of record or beneficially own your shares in street name, you may direct your vote without attending the virtual Annual General Meeting by voting in one of the following manners:
Internet. Go

INTERNETTELEPHONEMOBILE DEVICEMAIL

REGISTERED

HOLDERS

(your shares are held

directly with our

transfer agent,

Computershare)

envisionreports.com/

SPNT

24/7

Within the United

States and Canada,

1-800-652-VOTE

(8683)

(toll-free, 24/7)

Scan the QR code

Complete and sign your proxy

card or voting instruction form

and mail it using the enclosed,

prepaid envelope.

BENEFICIAL

OWNERS

(holders in street

name)

www.proxyvote.com

24/7

Within the United

States and Canada,

1-800-454-8683

(toll-free, 24/7)

Scan the QR code

Return a properly executed

voting instruction form by mail,

depending upon the method(s)

your broker, bank or other

nominee makes available

If you hold shares beneficially in street name, you may direct your vote in the manner prescribed by your broker, bank or other nominee or you may vote during the virtual Annual General Meeting. Please refer to the website listed on your proxy card or voting instruction card and follow theregistration instructions there. You will need the control number included on your proxy card or voting instruction form;


Telephone. Dial the number listed on your proxy card or your voting instruction form. You will need the control number included on your proxy card or voting instruction form; or

Mail. Complete and sign your proxy card or voting instruction card and mail it using the enclosed, prepaid envelope.

provided above for beneficial owners.

If you vote onover the internetInternet or by telephone, you do not need to return your proxy card or voting instruction card.form. Internet and telephone voting for shareholders will be available 24 hours a day, and willuntil the voting polls close at 5:the virtual Annual General Meeting. If you do not attend the meeting but your vote is submitted by telephone or Internet after 10:00 p.m.a.m., Atlantic Daylight Time (9:00 a.m. EDT), on May 8, 2018.


Q:    What is20, 2024, your vote will be cast as if you were personally present at the quorum requirement for the Annual General Meeting?

meeting.

WHAT IS THE QUORUM REQUIREMENT FOR THE ANNUAL GENERAL MEETING?
A:
 A quorum is necessary to hold a valid Annual General Meeting.annual general meeting. At the Annual General Meeting, two or more persons present in personvirtually throughout the meeting and representing in personvirtually or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided, however that no shareholder may participate in any general meeting during which that shareholder (or, if any shareholder is an entity, its representative) is physically present in the United States.business. Abstentions votes withheld and broker non-votes are counted as present for determining whether a quorum exists. A broker non-vote occurs when an intermediary holding shares for a beneficial owner does not vote on a particular proposal because the intermediary does not have discretionary voting power for that particular proposal and has not received instructions from the beneficial owner.

Q:    What happens if I do not give specific voting instructions?

A:
Shareholder of Record.

113 

INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

WHAT HAPPENS IF I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS?
 SHAREHOLDER OF RECORD.If you are a shareholder of record and you submit a signed proxy card or submit your proxy by telephone or the internet,Internet but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendationsrecommendation of the Board of Directors on all matters presented in this Proxy Statement.proxy statement. With respect to any other matters properly presented for a vote at the Annual General Meeting, the proxy holders will vote your shares in accordance with their best judgment.

Beneficial Owner. If you are a beneficial owner of shares held in street name and do not provide the broker, bank or other nominee that holds your shares with specific voting instructions, under the rules of the New York Stock Exchange (the “NYSE”), the broker, bank or other nominee that holds your shares may generally vote on routine matters but cannot vote on non-routine matters such as the election of directors. If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the broker, bank or other nominee that holds your shares will inform the inspector of


election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” Therefore, we urge you to give voting instructions to your broker. Shares represented by such broker non-votes will be counted in determining whether there is a quorum. Because broker non-votes are not considered entitled to vote, they will have no effect on the outcome other than reducing the number of shares present in person or by proxy and entitled to vote from which a majority is calculated.

Q:    Which proposals are considered “routine” or “non-routine”?

A:
BENEFICIAL OWNER. If you are a beneficial owner of shares held in street name and do not provide the broker, bank or other nominee that holds your shares with specific voting instructions, under the rules of the NYSE, the broker, bank or other nominee that holds your shares may generally vote on routine matters but cannot vote on non-routine matters such as the election of directors. If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the broker, bank or other nominee that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” Therefore, we urge you to give voting instructions to your broker. Shares represented by such broker non-votes will be counted in determining whether there is a quorum. Because broker non-votes are not considered entitled to vote, they will have no effect on the outcome other than reducing the number of shares present in person or by proxy and entitled to vote from which a majority is calculated.
WHAT PROPOSALS ARE CONSIDERED “ROUTINE” OR “NON-ROUTINE”?
 The approval of the appointment of Ernst & Young Ltd., anPwC as the Company’s independent registered certified public accounting firm, as our independent auditor to serve until the annual general meeting to be held in 2019,2025 and the authorization of the Board, of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration (Proposal No. 5)3) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 5.3. The election of directors the approval of amendments to the Company’s Bye-laws,and, the advisory vote on executive compensation and the election of the Designated Company Directors (Proposal Nos.Company’s NEOs (Proposals 1 2, 3, and 4)2) are matters considered non-routine under applicable rules. A broker, bank or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal Nos.1,Proposals 1 and 2, 3, and 4.which will have no effect on such proposals.

114 

Q:    What is the voting requirement to approve each of the proposals?

A:INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

ThreeWHAT IS THE VOTING REQUIREMENT TO APPROVE EACH OF THE PROPOSALS?

Four Class II directors and one Class I director have been nominated for election at the Annual General Meeting to hold office until the 2021 and 20202027 annual general meetings, respectively,meeting or until their respective office shall otherwise be vacated pursuant to our Bye-laws (Proposal No. 1). Each director will be elected by a plurality of the votes cast in the election of directors at the Annual General Meeting, either in person or represented by properly authorized proxy. This means that the four nominees who receive the largest number of “for”“FOR” votes cast will be elected as directors. Abstentions and brokerVotes that are “withheld” will have no impact on the voting results of the election of directors, because directors are elected by plurality voting. Shareholders cannot cumulate votes in the election of directors. Broker non-votes will have no effect on this proposal.
In accordance with Bermuda law, only votes cast “for” a matter constitute affirmative votes. A properly executed proxy marked “abstain” with respect to Proposal Nos. 2, 3, 4, and 5 will not be voted, although it will be counted for purposes of determining whether there is a quorum. Since abstentions will not be votes cast “for” Proposal Nos. 2, 3, 4, and 5 they will have the same effect as negative votes or votes against that matter. Broker non-votes will have no effect on these proposals.
Q:    What does it mean if I receive more than one proxy or voting instruction card?

Proposal 1.
A:
In accordance with Bermuda law, only votes cast “FOR” a matter constitute affirmative votes. A properly executed proxy marked “abstain” with respect to Proposals 2 and 3, will not be voted, although it will be counted for purposes of determining whether there is a quorum. Because abstentions will not be votes cast “FOR” Proposals 2 and 3, they will have the same effect as negative votes or votes against that matter. Broker non-votes will have no effect on Proposal 2 as it is considered a non-routine matter. We do not expect any broker non-votes on Proposal 3 because it is considered a routine matter and brokers will be able to vote pursuant to their discretionary authority.

PROPOSALSTYPE OF
VOTE
VOTING
REQUIREMENT
EFFECT OF ABSTENTIONS AND
BROKER NON-VOTES
1Election of four Class II director nominees for election to a 3-year term, expiring in 2027, or until their office shall otherwise be vacated pursuant to our Bye-Laws.Non-routinePlurality of the votes castVoting options will be “for” or “withhold” with regard to each director. Broker non-votes will have no effect.
2Approval, by a non-binding advisory vote, of the executive compensation payable to the Company’s named executive officers. (Say-on-Pay)Non-routineMajority of the votes castAbstentions have the same effect as negative votes. Broker non-votes will have no effect.
3

Approval of:

(i)    the appointment of PwC as our independent auditor, to serve until the Annual General Meeting to be held in 2025; and

(ii)   the authorization of our Board of Directors, acting by the Audit Committee, to determine PwC’s remuneration.

RoutineMajority of the votes cast

Abstentions have the same effect as negative votes.

Because brokers will have discretionary authority to vote on this proposal, we do not expect there be any broker

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING INSTRUCTION FORM?

It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cardsforms you receive.


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Q:    Who will count the votes?

A:INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

WHO WILL COUNT THE VOTES?

A representative of Computershare will tabulate the votes and act as the inspector of election.

Q:    Can I revoke my proxy or change my vote?

CAN I REVOKE MY PROXY OR CHANGE MY VOTE?

A:Yes. You may revoke your proxy or change your voting instructions at any time prior to the vote at the Annual General Meeting by:

providing written notice to the Secretary of the Company;

delivering a valid, later-dated proxy or a later-dated vote on the internet or by telephone; or



attending the Annual General Meeting and voting in person.

Please note that your attendance at the Annual General Meeting in person will not cause your previously granted proxy to be revoked unless you specifically so request. Shares held in street name may be voted in person by you at the Annual General Meeting only if you obtain a signed proxy from the shareholder of record giving you the right to vote the shares.

Q:    Who will bear the cost of soliciting votes for the Annual General Meeting?

A:Third Point Reinsurance Ltd.providing written notice to the Secretary of the Company;
delivering a valid, later-dated proxy or a later-dated vote on the Internet or by telephone; or
attending the virtual Annual General Meeting and voting during the meeting.
Please note that your attendance at the virtual Annual General Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. If your shares are held in street name you may change your vote by submitting new voting instructions to your broker or voting during the Annual General Meeting.

WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE ANNUAL GENERAL MEETING?

The Company will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic and facsimile transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. In addition, the Company may reimburse its transfer agent, brokerage firms and other persons representing beneficial owners of Third Point Reinsurance Ltd.’sits common shares and Series A Preference Shares for their expenses in forwarding solicitation material to such beneficial owners. The Company has retained Georgeson LLC to assist in the solicitation of proxies for a customary fee$11,000 plus reasonable expenses.

Q:    Is my vote confidential?

A:Yes. The Company encourages shareholder participation in corporate governance by ensuring the confidentiality of shareholder votes. The Company has designated Computershare, the Company’s independent transfer agent and registrar, to receive and tabulate shareholder votes. Your vote on any particular proposal will be kept confidential and will not be disclosed to the Company or any of its officers or employees except: (i) where disclosure is required by applicable law; (ii) where disclosure of your vote is expressly requested by you; or (iii) where the Company concludes in good faith that a bona fide dispute exists as to the authenticity of one or more proxies, ballots or votes, or as to the accuracy of any tabulation of such proxies, ballots or votes. However, aggregate vote totals will be disclosed to the Company from time to time and publicly announced at the Annual General Meeting.To contact Georgeson LLC, please see below:

Q:    How can I obtain a copy of Third Point Reinsurance Ltd.’s Annual Report on Form 10-K?

A:
ADDRESSSHAREHOLDERS, BANKS AND BROKERS

Georgeson LLC

1290 Avenue of the Americas
9th Floor

New York, New York 10104

Call toll-free

Outside the

United States

(888) 815-3885

(781)-222-3780

116

INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

HOW CAN I OBTAIN A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K?

The Company’s Annual Report on Form 10-K for the year ended December 31, 2017,2023, as filed with the SEC, is available to shareholders free of charge on Third Point Reinsurance Ltd.’sthe Company’s website at http://www.thirdpointre.comwww.siriuspt.com or by writing to Third Point Reinsuranceto:

BY MAIL.

SiriusPoint Ltd.,
Attention:
Investor Relations
Point House, Building
3 Waterloo Lane
Pembroke HM 08, Bermuda or via email at investorrelations@thirdpointre.bm.

BY EMAIL.

investor.relations@siriuspt.com

The Company’s 20172023 Annual Report to Shareholders, which includes such Form 10-K, accompanies this Proxy Statement.proxy statement.
Q:    Where can I find the voting results of the Annual General Meeting?

WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL GENERAL MEETING?

A:Third Point Reinsurance Ltd.The Company will announce preliminary voting results at the Annual General Meeting and publish preliminary results, or final results if available, in a Current Report on Form 8-K within four business days of the Annual General Meeting.



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tprelogoa08.jpg

Point House
3 Waterloo Lane
Pembroke HM 08, Bermuda
PROXY STATEMENT
The Board of Directors (the “Board of Directors” or “Board”) of Third Point Reinsurance Ltd. (the “Company”, “Third Point Re”, “we”, “us”, or “our”) is soliciting your proxy to vote at the 2018 Annual General Meeting of Shareholders to be held on May 9, 2018, at 10:00 a.m., Atlantic Daylight Time, and any adjournments or postponements of that meeting. The Annual General Meeting will be held at the Executive Boardroom, “The WaterFront Residence”, 11 Waterloo Lane, Pembroke HM 08, Bermuda. A Notice of Internet Availability of Proxy Materials, or this Proxy Statement and the accompanying Proxy Card, Notice of 2018 Annual General Meeting of Shareholders, and the 2017 Annual Report to Shareholders, were first mailed on or about March 27, 2018, to shareholders of record as of March 7, 2018 (the “Record Date”).
EXPLANATORY NOTES
Unless the context otherwise indicates or requires, as used in this Proxy Statement references to “Third Point Re”, “we”, “us”, “our”, and the “Company”, refer to Third Point Reinsurance Ltd. and its directly and indirectly owned subsidiaries, including Third Point Reinsurance Company Ltd. (“Third Point Re BDA”) and Third Point Reinsurance (USA) Ltd. (“Third Point Re USA”), as a combined entity, except where otherwise stated or where it is clear that the terms mean only Third Point Reinsurance Ltd. exclusive of its subsidiaries.

BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board of Directors

The Company’s business and affairs are managed under the direction of the Board of Directors, which is the Company’s ultimate decision-making body, except with respect to those matters reserved for the Company’s shareholders. The Board of Directors’ mission is to maximize long-term shareholder value. The Board of Directors establishes the Company’s overall corporate policies, evaluates the Company’s Chief Executive Officer and the senior leadership team and acts as an advisor and counselor to senior management. The Board of Directors also oversees the Company’s business strategy and planning, as well as the performance of management in executing the Company’s business strategy, assessing and managing risks and managing the Company’s day-to-day operations.

Executive Officers

Our executive officers are appointed by and serve at the discretion of the Board of Directors. The biographical information for our executive officers is provided below. The ages of our executive officers are as of February 28, 2018.
J. Robert Bredahl, 55. Mr. Bredahl is the President and Chief Executive Officer of Third Point Reinsurance Ltd. and has served in this position since March 1, 2017. He also serves as Chief Executive Officer of Third Point Reinsurance (USA) Ltd. and has served in this position since August 3, 2017. In addition, Mr. Bredahl was appointed to serve as a Class II Director of the Company on December 22, 2017. From November 24, 2015, to August 2, 2017, Mr. Bredahl served as the Chief Executive Officer of Third Point Reinsurance Company Ltd. From November 10, 2014, to February 28, 2017, Mr. Bredahl served as our President and Chief Operating Officer, prior to which Mr. Bredahl served as the Chief Financial Officer and Chief Operating Officer of the Company from January 26, 2012, and as the President and Chief Underwriting Officer of Third Point Reinsurance Company Ltd. until March 1, 2015, and March 1, 2017,


respectively. Prior to joining the Company, Mr. Bredahl was the Chief Executive Officer of Aon Benfield Securities, Aon’s Investment Banking Group, and the President of the Americas division of Aon Benfield, the premier reinsurance intermediary and capital advisor, from November 2008 to January 2012. Prior to Aon’s acquisition of Benfield in November 2008, Mr. Bredahl held various senior level positions at Benfield and at the time of acquisition was Chief Executive Officer of Benfield U.S. Inc. and of Benfield Advisory. Prior to joining Benfield in March 2002, he served as Chief Executive Officer of Inreon PLC and Managing Director and Head of U.S. Derivative Sales for Barclays Capital. Mr. Bredahl earned a Bachelor of Arts degree in Economics from Middlebury College. While at Aon Benfield Securities he held several securities licenses, including the Series 24, Series 7 and Series 63.

Nicholas J. D. Campbell, 49. Mr. Campbell is our Chief Risk Officer and has served in this position since November 5, 2014. Mr. Campbell also serves as Executive Vice President, Underwriting of Third Point Reinsurance Company Ltd. and has done so since May 3, 2017, prior to which he served as Senior Vice President, Underwriting from December 17, 2013, when he joined the Company. From May 2012 to July 2013, Mr. Campbell served as the Chief Risk Officer for Endurance Specialty Holdings Ltd. Mr. Campbell also served as Senior Vice President, Head of Specialty Treaty Reinsurance with Endurance Specialty Insurance Ltd. from November 2009 to June 2012. Prior to this, Mr. Campbell held several roles in the reinsurance industry, including Senior Vice President and Chief Actuary with ACE Capital Re International Ltd. and Vice President and Actuary with Centre Solutions Bermuda and Actuarial Consultant with Towers Perrin in the UK. Mr. Campbell is a graduate of Cambridge University, a Fellow of the Institute of Actuaries and a Member of the American Academy of Actuaries.

Christopher S. Coleman, 44. Mr. Coleman is our Chief Financial Officer and has served in this position since November 10, 2014, prior to which Mr. Coleman was the Chief Accounting Officer of the Company, in which position he served from April 1, 2013. Prior to joining the Company, Mr. Coleman was the Chief Financial Officer of Alterra Bermuda Limited, the principal operating subsidiary of Alterra Capital Holdings Limited (Alterra). Prior to Max Capital Group Ltd.’s acquisition of Harbor Point Limited to form Alterra in May 2010, Mr. Coleman was the Senior Vice President, Chief Accounting Officer of Harbor Point Limited. Mr. Coleman joined Harbor Point Limited in March 2006. From 2002 to 2006, Mr. Coleman worked for PricewaterhouseCoopers in Bermuda as a Senior Manager within the audit and advisory practice specializing in clients in the insurance and reinsurance industry. Mr. Coleman started his career with Arthur Andersen in 1995 working in the Hartford office before relocating to the Bermuda office in 2001. Mr. Coleman graduated from Central Connecticut State University in 1995 with a Bachelor of Science degree in Accounting. Mr. Coleman is a Certified Public Accountant and a Chartered Professional Accountant and is a member of the American Institute of Certified Public Accountants and the Institute of Chartered Professional Accountants of Bermuda.

Manoj K. Gupta, 42. Mr. Gupta is the Head of Investor Relations and Business Development of Third Point Reinsurance Ltd. He also serves as President of Third Point Reinsurance (USA) Ltd. and has served in this position since August 3, 2017. From March 1, 2017 to August 2, 2017, Mr. Gupta served as Executive Vice President, Underwriting of Third Point Reinsurance (USA) Ltd. Mr. Gupta served as the Senior Vice President, Underwriting of Third Point Reinsurance Company Ltd. from April 16, 2012, until April 1, 2016, and held the position of Lead Portfolio Manager of Third Point Reinsurance Investment Management Ltd. from June 15, 2012, until February 15. 2016. Prior to joining the Company Mr. Gupta was the lead portfolio manager for catastrophe reinsurance at Goldman Sachs Asset Management (GSAM), one of the world’s largest asset management firms and a subsidiary of Goldman Sachs Group. During his tenure at GSAM from October 2006 until April 2012, Mr. Gupta launched three standalone catastrophe risk funds and also placed reinsurance risk within the firm’s multi-strategy hedge funds. Prior to joining GSAM, Mr. Gupta was a leader of reinsurance broker Benfield’s alternative capacity and credit risk solutions efforts. Prior to joining Benfield in April 2003, Mr. Gupta was head of business development and strategic planning at Inreon, a reinsurance trading platform co-sponsored by Swiss Re and Munich Re, and a management consultant for McKinsey & Company. Mr. Gupta graduated from University of Waterloo with a Bachelor of Applied Science in Electrical Engineering.

Yan Leclerc, 40. Mr. Leclerc is our Chief Accounting Officer and has served in this position since March 1, 2017, prior to which Mr. Leclerc was the Financial Controller of the Company, in which position he served from May 1, 2014.  Prior to joining the Company, he served as Assistant Controller at Renaissance Re from April 2013 to April 2014, at Alterra Bermuda Limited in various positions (including Financial Controller and Assistant Controller) from


2010 until March 2013, and at Harbor Point Re Limited in various positions (including Vice President and Assistant Controller) from 2006 to 2010.  Mr. Leclerc started his career at Grant Thornton in Quebec, Canada before moving to Bermuda with PricewaterhouseCoopers in 2004.  Mr. Leclerc is a Chartered Professional Accountant and is a member of the Chartered Professional Accountants of Bermuda and the Chartered Professional Accountants of Quebec, Canada.  Mr. Leclerc graduated from Laval University in 2003 with a Bachelor of Administration and obtained a post-graduate diploma in accounting in 2004.

Daniel V. Malloy, 58. Mr. Malloy is the Chief Executive Officer of Third Point Reinsurance Company Ltd., and has served in that position since August 3, 2017. From March 1, 2017, to August 2, 2017, Mr. Malloy was the Chief Underwriting Officer of Third Point Reinsurance Company Ltd. Prior to this, Mr. Malloy served as the Executive Vice President, Underwriting of Third Point Reinsurance Company Ltd. from January 23, 2012. Prior to joining the Company, Mr. Malloy worked at Aon Benfield from 2003 where he co-led the Specialty Lines practice groups, which were responsible for providing clients and brokers with primary and reinsurance market updates, peer analytics, new product ideas, growth initiatives and placement assistance. Specialty Lines include the casualty, professional liability, surety, workers’ compensation, property risk, environmental, structured reinsurance and MGA practices. Mr. Malloy has over 35 years of reinsurance experience including 10 years of structured reinsurance underwriting. Before joining Aon Benfield, he was President and a board member of Stockton Reinsurance Ltd. in Bermuda from 1998 to 2003. His experience with structured reinsurance began when he served as President of Centre Re Bermuda where he was employed from 1993 to 1998. Mr. Malloy began his reinsurance career in 1981 working as a reinsurance broker for Sedgwick Re for 12 years. Mr. Malloy holds a Bachelor of Arts degree in biology from Dartmouth College.

Jonathan Norton, 59. Mr. Norton serves as the Chief Reserving Actuary of the Company and as Chief Actuary of Third Point Reinsurance (USA) Ltd. Prior to joining the Company in December 2014, Mr. Norton served as Chief Actuary of Alterra Reinsurance USA Inc. from its inception in May 2010 until completion of the Markel acquisition in May 2013. Mr. Norton was previously Chief Actuary of Harbor Point Services, Inc. from its inception in December 2005 until its merger with Max Capital in May 2010. Mr. Norton was the Chief Actuary of Chubb Re, Inc. from June 1999 through the creation of Harbor Point Services, Inc. in December 2005. Prior to Chubb Re, Mr. Norton worked for the actuarial and analytical unit within Guy Carpenter from 1988 to 1999 where he was a Managing Director and held the position of Chief Actuary. Mr. Norton also has prior experience within the consulting arms of PricewaterhouseCoopers and Ernst & Young (1981 - 1988). Mr. Norton holds a Bachelor’s degree in Civil Engineering from Duke University and a MBA from Emory University.
Janice R. Weidenborner, 53. Ms. Weidenborner is the Executive Vice President and Group General Counsel and has served in that position since January 1, 2016. On February 24, 2016, Ms. Weidenborner became Secretary of Third Point Reinsurance Ltd. and Third Point Reinsurance Company Ltd. Prior to joining the Company, Ms. Weidenborner was General Counsel for the Ariel Re group of companies, from January 2013 to December 2015. Ms. Weidenborner has held senior legal counsel positions in both Bermuda and the U.S., with a significant focus of her practice on insurance and reinsurance, and general corporate and transactional matters. From 1987 to 2012, Ms. Weidenborner held various roles at the ACE Group (and its predecessor companies) including Senior Vice President, Associate General Counsel and Regional Compliance Officer, ACE Bermuda Insurance Ltd., Associate General Counsel, ACE Tempest Reinsurance Ltd., and General Counsel, ACE Financial Solutions International. Ms. Weidenborner holds a B.S. in Aviation Management from Embry Riddle Aeronautical University. She began her career in New York as an Airline Underwriter for CIGNA Property and Casualty. After earning her MBA in Finance from Fordham University, Ms. Weidenborner served as a Senior Financial Analyst for CIGNA. She holds a Juris Doctor degree from Rutgers University.


Board Structure

The size of the Board of Directors may be fixed from time to time by our Board as provided in our Bye-laws. Our Board of Directors has set the size of our Board at a maximum of eleven directors. Our Board of Directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Three Class II directors and one Class I director will be elected at this year’s Annual General Meeting. The Class II directors elected at the Annual General Meeting will serve until the annual general meeting of shareholders held in 2021 and the Class I director will serve until the annual general meeting of shareholders held in 2020, or, in each case, until any such director’s successor is duly elected and qualified, or such director’s earlier death, resignation or removal.

Director Appointments

Third Point Reinsurance Ltd. was incorporated on October 6, 2011. On December 22, 2011, KIA TP Holdings, L.P. and KEP TP Holdings, L.P., which are affiliates of Kelso & Company (collectively, “Kelso”) and Pine Brook LVR, L.P., an affiliate of Pine Brook Road Partners, LLC (collectively, “Pine Brook”, together with Kelso, the “Lead Investors” and each individually, a “Lead Investor”), Dowling Capital Partners I, L.P., an affiliate of Dowling Capital Management, LLC (collectively, “Dowling”), P RE Opportunities Ltd. (“PROL”), Third Point LLC, Daniel S. Loeb and affiliates associated with Mr. Loeb and John R. Berger (collectively, the “Founders”), together with certain members of management, committed $533.0 million to capitalize Third Point Reinsurance Ltd.

Pursuant to the Company’s existing Bye-laws, so long as a Lead Investor holds shares representing at least 25% of the total number of shares held by such Lead Investor as of December 22, 2011, such Lead Investor shall have the right to appoint one Class III director to the Board of Directors at each annual general meeting at which the term of such Lead Investor’s appointee expires, and to fill any vacancies caused by such appointee’s resignation or otherwise.
Pursuant to the Company’s Bye-laws, Kelso has appointed Neil McConachie to our Board of Directors to fill the vacancy caused by its previous appointee’s resignation. Mr. McConachie, who is not affiliated with Kelso, was appointed at the request and recommendation of the Company. Mr. McConachie is not up for re-election at our Annual General Meeting; he shall serve as a Class III director until such class comes up for re-election in 2019.

Subsequent to the appointment noted above, Kelso has waived its appointment rights under the Bye-laws. Separately, Pine Brook no longer owns the requisite number of shares required in relation to such appointment rights. Therefore, neither Lead Investor’s appointment rights under the Bye-laws are currently in effect.

The Company’s Bye-laws also require Kelso, Daniel S. Loeb and Pine Brook to consent to a variety of significant corporate actions before they are taken and guarantee each of the Lead Investors (or their designees) certain rights related to inclusion on Committees of the Board of Directors. In addition, Daniel S. Loeb, Kelso, Pine Brook and PROL each has the right to appoint one of its representatives to attend Board of Directors’ meetings in an observer capacity so long as such rights holder holds shares in the Company.

Continuing Directors

The biographical information for the directors whose terms will continue after the Annual General Meeting and will expire at the annual general meeting to be held in 2019 (Class III) or the annual general meeting to be held in 2020 (Class I) is listed below. The ages of the continuing directors are as of February 28, 2018.

Steven E. Fass, 72 (Class I). Mr. Fass was re-appointed as Lead Independent Director in February 2018. He has served as a director of Third Point Reinsurance Ltd. since February 2012 and served as Interim Chairman from December 22, 2017, until February 2018. Mr. Fass’s insurance career spanned nearly 38 years. He retired in 2008 as the President and Chief Executive Officer of the White Mountains Insurance Group Ltd. From 1984 to 2006 he was the President and Chief Executive Officer of White Mountains Re, and its predecessor companies Folksamerica Holding Company and Folksamerica Reinsurance Company. He joined Folksamerica in 1980 as its Vice President, Treasurer and Chief


Financial Officer. Prior to joining Folksamerica he held various positions at American Re and Skandia America Re. Mr. Fass has held numerous directorships including Chairman of White Mountains Re, Chairman of Fund American Reinsurance Company Ltd., Chairman of Sirius International Insurance Company Ltd. and Chairman of Esurance Insurance Company. He was a director of both White Mountains (2000-2008) and One Beacon Insurance Group, both public companies.
The Board of Directors has concluded that Mr. Fass should continue to serve as a director of our Company because, through his significant experience in various executive roles, including President, Chief Financial Officer and in the role of Chief Executive Officer of leading reinsurance companies, he brings extensive leadership, financial expertise, management and business development skills to our Board.
Mary R. Hennessy, 65 (Class I). Ms. Hennessy has served as a director of Third Point Reinsurance Ltd. since February 2012. She is currently an independent consultant to the property and casualty insurance and reinsurance industry, which was her occupation from 2002 to 2008. From 2008 to 2010, she served as Chief Executive Officer of GMAC Insurance - Personal Lines. From 2000 to 2002, Ms. Hennessy served as the Chief Executive Officer, President and a member of the board of directors of Overseas Partners, Ltd. From 1997 to 1999, she served as President, Chief Operating Officer, and as a member of TIG Holdings, Inc.’s board of directors after serving as the Executive Vice President and Chief Underwriting Officer from 1996 to 1997. From 1988 to 1996, Ms. Hennessy held various positions with American Re Corporation. Ms. Hennessy previously served as a director of Global Indemnity plc. She currently serves on the board of directors of GeoVera Insurance Holdings, Ltd. and serves as the Chair of its audit committee. She also serves on the boards of CSAA Insurance Exchange, AAA Club Alliance, and AAA Life Insurance Company (as currently Vice Chair, and Chair of the Audit Committee). She has previously served on the board of directors and audit committees of Bristol West Holdings, Inc. and Syncora Holdings Ltd. (formerly Security Capital Assurance Ltd.), and represented Overseas Partners, Ltd. on the board of Annuity & Life Re Holdings, Ltd., all of which were listed on the New York Stock Exchange at the time. Ms. Hennessy received a B.A. in Mathematics from the College of St. Elizabeth. She is a Fellow of the Casualty Actuarial Society.
The Board of Directors has concluded that Ms. Hennessy should continue to serve as a director because through her experience she brings to our Board strong technical insurance expertise due to her actuarial background and her experience gained through the positions she has held in the industry. Ms. Hennessy has also had hands-on senior management experience in both primary and reinsurance company operations. This background, together with her many years of consulting experience in the industry and other company board and committee memberships, is valuable to our Company and our Board of Directors.
Rafe de la Gueronniere, 65 (Class III). Mr. de la Gueronniere has served as a director of Third Point Reinsurance Ltd. since November 2013. He is Chairman of the Advisory Board of Continuity Logic. Previously, Mr. de la Gueronniere was Vice Chairman and Co-Founder of New Providence Asset Management, a company he co-founded in 2003. Prior to co-founding New Providence Asset Management, Mr. de la Gueronniere was a Principal at the Mariner Investment Group, Chairman of the Discount Corporation of New York, and a Member of the Management Committee and Board at Paine Webber, Inc. Mr. de la Gueronniere began his career at J.P. Morgan & Co. where he was a Senior Vice President responsible for the fixed income and precious metals businesses. Mr. de la Gueronniere was a member of the Investment Committee of the John D. and Catherine T. MacArthur Foundation. He formerly served as a Trustee and Investment Committee Chair for both the Taft School and the Far Hills Country Day School and was a longstanding member of the U.S. Treasury Debt Management Advisory Committee. Mr. de la Gueronniere has a B.A. from Brown University and more than 40 years of experience in fixed income, equity investing, foreign exchange, and the precious metals business.
The Board of Directors has concluded that Mr. de la Gueronniere should continue to serve as a director because, through his experience in the investment and banking industries gained over a career spanning more than 30 years, he brings to our Board his expertise and extensive knowledge in fixed income, equity investing and foreign exchange trading.
Neil McConachie, 45 (Class III). Mr. McConachie has served as a director of the Company since December 2017. He previously worked for, and co-founded, Fidelis Insurance Holdings Limited where he served as the group’s Chief


Financial Officer June 2015 to June 2017. Mr. McConachie previously served as a director of the Company from November 2013 to June 2015. Prior to this, Mr. McConachie worked for the Lancashire Group (“Lancashire”) from February 2006 to June 2012 and during that time held the roles of Chief Financial Officer, Chief Risk Officer, Chief Operating Officer and President. He also served as an executive member of the board of directors. Mr. McConachie was previously Senior Vice President, Treasurer and Chief Accounting Officer of Montpelier Re Holdings Ltd. (“Montpelier”). He has had extensive involvement in debt and equity capital markets transactions, including the initial public offerings of Lancashire and Montpelier. Prior to joining Montpelier, Mr. McConachie worked for PricewaterhouseCoopers in London and Bermuda and at Stockton Holdings Limited. Mr. McConachie has a B.A. in Accounting and Finance from Heriot-Watt University and an M.B.A from Edinburgh Business School.
The Board of Directors has concluded that Mr. McConachie should continue to serve as a director because, through his industry experience and service to many other companies, he brings a unique perspective and valuable management experience to our Board. Mr. McConachie is a director designated by Kelso, one of our Founders, pursuant to the terms of the provisions of our existing Bye-laws described under “Director Designations”. Mr. McConachie will remain a director until the 2019 annual general meeting. Kelso has waived this right under this Bye-law and Pine Brook no longer owns the requisite number of shares required therefore, neither Lead Investor’s right under the Bye-laws is currently in effect.

Information Regarding the Nominees for Election to the Board of Directors

Qualifications

In considering candidates for the Board of Directors, the Governance and Nominating Committee takes into account the Company’s Corporate Governance Guidelines and all other factors deemed appropriate by the Governance and Nominating Committee. The Governance and Nominating Committee seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. Individuals are considered for nomination to the Board based on their business and professional experience, judgment, diversity, age, skill and background. Directors are expected to make a significant time commitment to the Company.

Set forth below is biographical information concerning the nominees who are standing for re-election at the Annual General Meeting. Following the biographical information for the nominee is a description of such nominee’s specific experience, qualifications, attributes and skills that the Governance and Nominating Committee and the Board of Directors considered in determining whether to recommend the nominee for election to the Board of Directors. In addition to the information presented below, the Company believes that a board comprised of its nominees constitutes a board with a reputation for integrity, strong business acumen and the exercise of sound judgment; a board that is strong in its collective knowledge and leadership abilities; and a board that has a diversity of viewpoints and backgrounds. The ages of the nominees are as of February 28, 2018.
J. Robert Bredahl, 55 (Class II). Mr. Bredahl has served as a director of Third Point Reinsurance Ltd. since December 2017. Since March 1, 2017, Mr. Bredahl also serves as Chief Executive Officer of the Company. He also serves as Chief Executive Officer of Third Point Reinsurance (USA) Ltd. and has served in this position since August 3, 2017. Until August 2, 2017, Mr. Bredahl also served as the Chief Executive Officer of Third Point Reinsurance Company Ltd. The detailed biographical information for Mr. Bredahl can be found under the heading “Executive Officers” herein.
The Board of Directors has concluded that Mr. Bredahl should continue to serve as a director because through his experience in the property and casualty insurance industry gained over twenty years, the majority of which was spent in executive positions at leading reinsurance brokerage firms, he brings to our Board extensive leadership, underwriting, management and business development skills which make him uniquely suited to serve as a director.
Joshua L. Targoff, 48 (Class II). Mr. Targoff was appointed Chairman in February 2018 and served as a director of Third Point Reinsurance Ltd. since December 2011. He is a Partner and the Chief Operating Officer and General


Counsel of Third Point LLC. From 1996 to 2003 he was an associate in the law firm of Debevoise & Plimpton LLP. From 2003 to 2008, Mr. Targoff served in the legal department of Jefferies & Company, Inc., most recently as General Counsel of Investment Banking. In May 2008, Mr. Targoff joined Third Point LLC, as General Counsel, and became Chief Operating Officer in 2009. Mr. Targoff serves as a director of Third Point Offshore Investors Limited, Third Point Offshore Fund, Ltd. and Third Point Ultra Ltd. Mr. Targoff received an A.B. from Brown University in 1991 and a J.D. from Yale Law School in 1996.
The Board of Directors has concluded that Mr. Targoff should continue to serve as a director because through his legal qualifications and experience as the General Counsel of Investment Banking for Jefferies & Company, Inc., and as a Partner and the General Counsel and Chief Operating Officer of Third Point LLC, he brings to our Board experience in investment management, legal and regulatory matters, corporate governance, risk management and business development.
Mark Parkin, 67 (Class II). Mr. Parkin has served as a director of Third Point Reinsurance Ltd. since November 2013. He was employed by Deloitte & Touche LLP (and its predecessor Touche Ross & Co.) for 37 years. For 26 years of his tenure, Mr. Parkin was a Partner of the firm serving audit clients who were primarily operating in the insurance industry. Mr. Parkin served as the Managing Partner of Deloitte & Touche LLP’s Insurance Audit and Enterprise Risk Services practice from 2009 to 2012, and as its Insurance Industry Professional Practice Director from 2006 to 2008. Mr. Parkin was the Chairman of the AICPA Property and Liability Insurance Entities Audit and Accounting Guide Overhaul Task Force and a member of the AICPA’s Insurance Expert Panel, Deposit Accounting Task Force and Reinsurance Accounting and Auditing Task Force. He is a CPA and a graduate of the University of Illinois (B.A. - English; MAS - Accountancy).
The Board of Directors has concluded that Mr. Parkin should continue to serve as a director because through his extensive experience as a senior partner of a top audit firm serving the insurance industry and additionally as the Chairman of the AICPA Property and Liability Insurance Entities Audit and Accounting Guide Overhaul Task Force and as a member of the AICPA’s Insurance Expert Panel, Deposit Accounting Task Force and Reinsurance Accounting and Auditing Task Force, he brings to our Board experience in accounting, finance and management which make him well suited to continue to serve as a director and as the Chairman of our Audit Committee.
Gretchen A. Hayes, 62 (Class I). Ms. Hayes was nominated as a director of Third Point Reinsurance Ltd. on February 28, 2018.In 2017, she became a venture partner at Sandbox Industries (“SBX”), a venture capital firm founded in 2003. Ms. Hayes served as Managing Director of Guy Carpenter’s (“GC”) Strategic Advisory Group from 2013 to 2016, where she developed and led their InsurTech strategy. Prior to joining GC, Ms. Hayes held a wide variety of executive positions over a 25-year career at AIG. She has been named as a top woman in the insurance industry in a variety of insurance and technology publications. Ms. Hayes received B.A. degrees in English and Economics from the University of the Pacific.
The Board of Directors has concluded that Ms. Hayes should serve as a director because of her extensive experience in the insurance industry, including at GC and AIG, through which she brings to our Board extensive underwriting and business development skills.
Director Independence

Under the NYSE listing standards, in order to consider a director independent, the board of directors must affirmatively determine that he or she has no material relationship with the company. The standards specify the criteria for determining whether directors are independent and contain guidelines for directors and their immediate family members with respect to employment or affiliation with the company or the independent registered public accounting firm serving as its independent auditor.
The Board of Directors undertook its annual review of director independence in February 2018. As a result of this review, the Board affirmatively determined that Rafe de la Gueronniere, Steven E. Fass, Mary R. Hennessy, Neil McConachie and Mark Parkin are “independent” as defined in the federal securities laws and applicable NYSE rules.


The standards for determining director independence are specified in Schedule A to our Corporate Governance Guidelines, available on the Company’s website at www.thirdpointre.com/investors/corporate-governance/governance-documents.
The Company’s Audit, Compensation and Governance and Nominating Committees are currently composed of independent directors only. See the Committees of the Board of Directors section of this Proxy Statement for further information.
Board of Directors Meetings and Attendance

The Board of Directors held four board meetings and twenty-four Committee meetings during 2017 and did not act by written consent. All Directors attended 100% of the total of all the meetings of the Board of Directors and Committees on which they served during 2017.
Board Leadership Structure

The Board of Directors believes that its practice of having separate offices of Chairman and Chief Executive Officer, a majority of independent directors and Audit, Compensation and Governance and Nominating Committees composed exclusively of independent directors provides an effective and appropriate leadership structure for the Company.

The Company’s Corporate Governance Guidelines provide that a Chairman be elected by the Board from among its members to preside at all meetings of the Board, or otherwise as in accordance with the Company’s Bye-laws. The Board does not have a policy with respect to the separation of the offices of Chairman and Chief Executive Officer. The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and Chief Executive Officer in any way that is in the best interest of the Company at a given point in time. At this time, the Board of Directors separates the roles of Chairman and the Chief Executive Officer.
In February 2018 the Board concluded that it was in the best interest of the shareholders to appoint Mr. Joshua L. Targoff to serve as Chairman, given his significant experience with the Company’s business and industry, and focus on identifying strategic priorities and key business issues that impact all of the Company’s stakeholders. Mr. Targoff was appointed Chairman on February 28, 2018. Given the appointment of a non-independent director as Chairman, the Board determined it was in the best interest of the Company to appoint a Lead Independent Director. Mr. Steven E. Fass was re-appointed as Lead Independent Director on February 28, 2018.
Through the Company’s overall governance structure, the Board of Directors believes it has effectively balanced the need for strategic leadership by the Company’s newly-appointed Chairman, Mr. Targoff, and the Company’s Chief Executive Officer, Mr. Bredahl. Given the oversight and objectivity of the independent directors and the appointment of a Lead Independent Director, the Board believes that it has created an effective and appropriate leadership structure that is conducive to the risk oversight process. The Board of Directors consists of a majority of independent directors. The independent directors’ review Mr. Bredahl’s performance in his capacity as Chief Executive Officer. In addition, the independence of the Company’s governance structure is strengthened because each of its Governance and Nominating, Compensation and Audit Committees, is comprised exclusively of independent directors as of the date of this Proxy Statement. These Committees provide additional independent oversight of management.
The Board of Directors recognizes that, depending on the circumstances, other leadership structures might be appropriate and in the best interest of the Company. Accordingly, the Board of Directors intends to regularly review its governance structure and has the discretion to modify its leadership structure in the future if it deems it in the best interest of the Company to do so.
Board and Board Committee Performance Evaluations
The Audit Committee, Compensation Committee, Risk and Compliance Committee, Governance and Nominating Committee and Investment and Finance Committee each conducted a self-evaluation of their performance in 2017.


The Board also conducted a self-evaluation of its performance in 2017, the results of which were reviewed by the Governance and Nominating Committee.
Committees of the Board of Directors

Assuming election of all nominees above, the following is a list of persons who will constitute the Company’s Board of Directors following the Annual General Meeting, including their expected Committee assignments.

NameAuditCompensationExecutiveGovernance and NominatingInvestment and FinanceUnderwritingRisk and Compliance
J. Robert Bredahl
ü


ü
ü


Steven E. FassüChairmanüüü
Rafe de la GueronniereüChairman
ü

Mary R. Hennessyüü


Chairman
Chairman

ü

Neil McConachie
ü

ü

Chairman

Mark ParkinChairmanü
ü

ü

Joshua L. Targoff*
Chairman


ADDITIONAL INFORMATION
* Chairman of the Board

The Board of Directors has established an Audit Committee, Compensation Committee, Governance and Nominating Committee, Underwriting Committee, Risk and Compliance Committee, Investment and Finance Committee and Executive Committee. Under the applicable requirements of the NYSE, each of the Audit, Compensation and Governance and Nominating Committees consists exclusively of members who qualify as independent directors. A description of each Board Committee is set forth below. Except as noted below, the members of each Board Committee have continued to serve through the date of this Proxy Statement.
Audit Committee

We have a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee has the responsibility for, among other things, assisting the Board of Directors in reviewing: our financial reporting and other internal control processes; our financial statements; the independent auditor’s qualifications, independence and performance; the performance of our internal audit function; and our compliance with legal and regulatory requirements and our Code of Business Conduct and Ethics.
The Audit Committee held four meetings during 2017. In 2017, the members of the Committee were Mark Parkin (Chairman), Steven E. Fass, and Mary R. Hennessy. Neil McConachie was appointed to serve on the Audit Committee on February 28, 2018. Each of the members of the Audit Committee, qualifies as an “independent” director as defined under the NYSE rules and Rule 10A-3 of the Securities Exchange Act of 1934.
All of the members of the Audit Committee are financially literate and have accounting or related financial management expertise within the meaning of the NYSE rules. The Board also has determined that each of Mr. Fass, Mr. Parkin and Ms. Hennessy qualifies as an “Audit Committee financial expert” as defined by SEC rules. Please refer to the “Continuing Directors” section of this Proxy Statement for Mr. Fass, Ms. Hennessy and Mr. McConachie’s relevant experience and refer to “Information Regarding the Nominees for Election to the Board of Directors” for Mr. Parkin’s relevant experience.


Compensation Committee

Our Compensation Committee is responsible for reviewing and approving the compensation and benefits of our employees, directors and consultants, overseeing the administration of our employee benefits plans, authorizing and administering restricted share grants and other incentive arrangements and reviewing and approving employment and related agreements of our executive officers and directors.

The Compensation Committee also periodically reviews management development and succession plans, including establishing policies regarding succession in the event of an emergency or the retirement of the Chief Executive Officer.
The Compensation Committee held four meetings during 2017. In 2017, the members of the Compensation Committee were Rafe de la Gueronniere, Steven E. Fass (Chairman), Mary R. Hennessy, and Mark Parkin. Each of the members of the Compensation Committee qualifies as an “independent” director as defined under the applicable rules and regulations of the SEC and the NYSE.
Governance and Nominating Committee

Our Governance and Nominating Committee is responsible for, among its other duties and responsibilities, identifying and recommending candidates for election to our Board of Directors, reviewing the composition of the Board and its Committees, developing and recommending to the Board corporate governance guidelines that are applicable to us, and overseeing Board evaluations.

The Governance and Nominating Committee held four meetings during 2017. In 2017 the members of the Governance and Nominating Committee were Steven E. Fass, Mary R. Hennessy (Chairman), and Mark Parkin. Each of the members of the Governance and Nominating Committee qualifies as an “independent” director as defined under the applicable rules and regulations of the SEC and the NYSE.
Underwriting Committee

Our Underwriting Committee is responsible for overseeing our underwriting processes and procedures and monitoring our underwriting performance. The Underwriting Committee held four meetings during 2017. In 2017, the members of the Underwriting Committee were John R. Berger (Chairman), Steven E. Fass and Mary R. Hennessy. On December 22, 2017, Mr. Berger resigned from the Board of Directors and from the Underwriting Committee. J. Robert Bredahl was appointed to serve on the Underwriting Committee upon Mr. Berger’s resignation and Ms. Hennessy was appointed as Chairman.

Investment and Finance Committee

Our Investment and Finance Committee is responsible for overseeing the management of the Company’s investment portfolio and reviewing the performance of the Company’s investment manager. The Investment and Finance Committee also has oversight of the Company’s financial procedures and structure. The Investment and Finance Committee held four meetings during 2017. In 2017, the members of the Investment and Finance Committee were John R. Berger, Christopher L. Collins, Rafe de la Gueronniere (Chairman) and Steven E. Fass. On December 12, 2017, Mr. Collins
resigned from the Investment and Finance Committee at the time he resigned from the Board of Directors. On December 22, 2017, Mr. Berger resigned from the Board of Directors and from the Investment and Finance Committee. J. Robert Bredahl was appointed to serve on the Investment and Finance Committee upon Mr. Berger’s resignation. Neil McConachie was appointed to serve on the Investment and Finance Committee on February 28, 2018.

Risk and Compliance Committee

Our Risk and Compliance Committee is responsible for overseeing our risk appetite and risk management framework. The Risk and Compliance Committee held four meetings during 2017. In 2017, the members of the Risk and Compliance Committee were Steven E. Fass, Mary R. Hennessy (Chairman) and Mark Parkin. On February 28, 2018, Neil McConachie was appointed to serve as the Chairman of the Risk and Compliance Committee.



Executive Committee

Our Executive Committee is responsible for providing ongoing oversight of Company matters in the intervals between Board meetings and considering matters requiring approval at short notice in the intervals between Board meetings where it is not possible to convene a meeting of the Board. The Executive Committee did not meet during 2017. In 2017, the members of the Executive Committee were John R. Berger (Chairman), Christopher L. Collins, Steven E. Fass and Joshua L. Targoff. On December 12, 2017, Mr. Collins resigned from the Executive Committee at the time he resigned from the Board of Directors. On December 22, 2017, Mr. Berger resigned from the Board of Directors and from the Executive Committee. J. Robert Bredahl was appointed to serve on the Executive Committee upon Mr. Berger’s resignation and Ms. Hennessy was appointed to serve as Chairman. On February 28, 2018, Ms. Hennessy stepped down from the Executive Committee and Mr. Targoff was appointed to serve as the Chairman of the Executive Committee.

Committee Charters

The charters of the Audit Committee, Compensation Committee and Governance and Nominating Committee are available on our websitewww.thirdpointre.com/investors/corporate-governance/governance-documentsand may also be obtained upon request without charge by writing to the Secretary, Third Point Reinsurance Ltd., Point House, 3 Waterloo Lane, Pembroke HM 08, Bermuda. Each committee reviews its charter at least annually and recommends any proposed changes to the Board for approval.
Risk Management and Oversight

Our Board of Directors oversees our risk management process, including the Company-wide approach to risk management carried out by our management. Our Board of Directors determines the appropriate levels of risk for the Company generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage those risks. While our Board of Directors maintains the ultimate oversight responsibility for the risk management process, its Committees oversee risk in certain specified areas. In particular, our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers.
The Audit Committee plays a key role in the Board of Directors’ exercise of its risk oversight function. The Audit Committee is primarily responsible for overseeing matters involving the Company’s financial and operational risks, and the guidelines, policies and processes for managing such risks, including internal controls. The Audit Committee conducts its risk oversight in a variety of ways, including reviewing management’s assessment of the Company’s internal control over financial reporting, reviewing the results of regulatory examinations, and receiving quarterly reports on legal and regulatory matters. Additionally, the Company’s independent auditor regularly discusses risks and related mitigation measures that may arise during their regular reviews of the Company’s financial statements with the Audit Committee. The Company has also retained a third party consultant to assist with certain internal audit functions. To ensure candid and complete reporting, the Audit Committee regularly meets in separate executive sessions with management, the Company’s internal auditor and the Company’s independent auditor.
The Risk and Compliance Committee is responsible for overseeing the Company-wide risk appetite and enterprise risk management framework. Management regularly reports on the Company’s operational processes and controls that are designed to identify, mitigate and monitor the risks and exposures that could materially impact the Company.
Our Governance and Nominating Committee is responsible for overseeing the management of risks associated with the independence of our Board of Directors. As of the date of this Proxy Statement, five of the seven directors of the Company qualify as independent, representing 71.43% of the total Board. If the shareholders vote “FOR” the nominees for director at the Annual General Meeting of Shareholders, six of the eight members of our Board will be independent, representing 75% of the Board.


Pursuant to our Board’s instruction, management regularly reports on applicable risks to the relevant Committee or the Board, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our Board and/or its Committees.
Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board has adopted Corporate Governance Guidelines which set forth a flexible framework within which our Board, assisted by our Board Committees, directs the affairs of the Company. These guidelines address, among other things, the composition and functions of the Board, director independence, compensation of directors, management succession and review, Board Committees and selection of new directors. In February 2018, the Board amended the Corporate Governance Guidelines to reflect a change in the director retirement age from 72 to 75 and allowing a director that reaches the retirement age of 75 to continue serving until the end of his or her three year term.
We have a Code of Business Conduct and Ethics that applies to our Board of Directors and all of our employees including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.
The Corporate Governance Guidelines and the Code of Business Conduct and Ethics are available on our website atwww.thirdpointre.com/investors/corporate-governance/governance-documents.
We will disclose any amendments to these governance documents or any waivers of their requirements, on our website.
Director Nominating Process and Diversity

The Board of Directors is responsible for nominating candidates for election to the Board of Directors and for filling vacancies on the Board of Directors that may occur between annual general meetings of shareholders. The Governance and Nominating Committee is responsible for identifying, screening and recommending candidates to the Board of Directors for Board membership. When formulating its Board of Directors’ recommendations, the Governance and Nominating Committee may also consider advice and recommendations from others, including shareholders, as it deems appropriate.

Pursuant to the Company’s Bye-laws, the Board of Directors has the power to appoint any person as a director to fill a vacancy on the Board occurring as a result of the death, disability, disqualification or resignation of any director, subject to the Lead Investors’ right to appoint a director to fill a vacancy created by the applicable Lead Investor’s designated director. Our Board of Directors is currently comprised of seven directors; following the election of the new Director nominee, the Board of Directors would be comprised of eight directors. The current terms of the Class I and Class III directors expire at the annual general meetings to be held in 2020 and 2019 respectively.

The Governance and Nominating Committee and the Board of Directors believe that diversity along multiple dimensions, including opinions, skills, perspectives, personal and professional experiences and other differentiating characteristics, are an important element of its nomination recommendations. The Governance and Nominating Committee has not identified any specific minimum qualifications which must be met for a person to be considered as a director candidate. However, board candidates are selected based upon various criteria including business and professional experience, judgment, diversity, age, skill, background, time availability in light of other commitments, and such other relevant factors that the Governance and Nominating Committee considers appropriate in the context of the needs of the Board of Directors. Although the Board of Directors does not have a formal diversity policy, the Governance and Nominating Committee and Board of Directors review all of these factors, including diversity, in considering candidates for Board membership. Board members are expected to prepare for, attend and participate in all Board of Directors’ meetings and applicable Committee meetings, and the Company’s annual general meetings of shareholders.



Candidates Nominated by Shareholders

The Governance and Nominating Committee will also consider nominees recommended by shareholders. In order to submit shareholder proposals for the 2019 annual general meeting of shareholders for inclusion in the Company’s proxy statement, the proposals must comply with all of the requirements of SEC Rule 14a-8. Pursuant to SEC Rule 14a-8, materials must be received by the Secretary at the Company’s principal office at that time, currently at Point House, 3 Waterloo Lane, Pembroke HM 08, Bermuda, no later than November 27, 2018.
The Company’s Bye-laws establish an advance notice procedure for shareholders to nominate candidates for election as directors or to bring other business before an annual general meeting of shareholders, however, unless these proposals are also provided to the Company in accordance with SEC Rule 14a-8, such proposals will not be included in the proxy statement for the meeting. Any notice given by or on behalf of a shareholder pursuant to these provisions of the Company’s Bye-laws (and not pursuant to Securities Exchange Act of 1934 Rule 14a-8) must be received no earlier than January 3, 2019, and no later than February 2, 2019.
The Bye-laws provide that any shareholder wishing to nominate persons for election as directors at, or bring other business before, an annual general meeting must deliver to the Company’s Secretary a written notice of the shareholder’s intention to do so. To be timely, the shareholder’s notice must be delivered to, or mailed and received by, us not less than 90 days nor more than 120 days before the anniversary date of the preceding annual general meeting, except that if the annual general meeting is set for a date that is not within 30 days before or after such anniversary date, the Company must receive the notice no earlier than 120 days prior to an annual general meeting and no later than 70 days prior to the date of such annual general meeting or the tenth day following the date on which public announcement of the annual general meeting was made. Nominations received will include the following for consideration:
the name and address of the shareholder who intends to make the nomination and the name and address of the person(s) to be nominated or the nature of the business to be proposed;
a representation that the shareholder is a holder of record of our common shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person(s) or to introduce the business specified in the notice;
if applicable, a description of all arrangements or understandings between the shareholder and each nominee and any other person(s), naming such person(s), pursuant to which the nomination is to be made by the shareholder;
such other information regarding each nominee or each matter of business to be proposed by such shareholder as would be required to be included in a proxy statement filed under the SEC’s proxy rules if the nominee had been nominated, or intended to be nominated, or the matter had been proposed, or intended to be proposed, by the Board of Directors;
if applicable, the consent of each nominee to serve as a director if elected; and
such other information that the Board of Directors may request in its discretion.

For a complete description of the procedures and disclosure requirements to be complied with by shareholders in connection with submitting director nominations, shareholders should refer to the Company’s Bye-laws.
No candidates for director nominations were submitted by any shareholder in connection with the 2018 Annual General Meeting.


Communications with the Board of Directors

Any interested parties desiring to communicate with the Board of Directors or any of the independent directors regarding the Company may directly contact such director(s) by delivering such correspondence to such director(s) (or the entire Board) in care of the Secretary at Third Point Reinsurance Ltd., Point House, 3 Waterloo Lane, Pembroke HM 08, Bermuda.

The Audit Committee of the Board of Directors has established procedures, including through the use of a third party hotline, for employees, shareholders and others to submit confidential and anonymous reports regarding accounting, internal accounting controls, or auditing matters. Details of the hotline are available on our website atwww.thirdpointre.com/investors/corporate-governance/governance-documents.

Executive Sessions

The rules of the NYSE require the non-management directors of the Company to regularly meet in executive session without management, and the Company complies with these requirements. In 2017, the Company’s Corporate Governance Guidelines stated that the Chairman of the Board (to the extent such director is an “independent director”) or the presiding director, as applicable, shall act as chair at such meetings. As our Chairman for most of 2017 was also a member of our executive management team, the Board determined that Steven E. Fass would be the presiding director to act as chair at such meetings. Our independent directors met separately from the other directors in executive session during 2017. For information regarding how to communicate with non-management directors as a group and one or more individual members of the Board, see “Communications with the Board of Directors” above.

Outside Advisors

Our Board of Directors and each of its Committees may retain outside advisors and consultants of their choosing at our expense. The Board of Directors need not obtain management’s consent to retain outside advisors. In 2017, no outside advisors or consultants were engaged by the Board of Directors or any Committee thereof.

Attendance at Annual General Meeting

We do not have a formal policy regarding attendance by members of our Board of Directors at our annual general meetings. However, directors are expected to attend all annual general meetings of shareholders. All members of our Board of Directors attended our Annual General Meeting in 2017.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Rafe de la Gueronniere, Steven E. Fass (Chairman), Mary R. Hennessy and Mark Parkin. None of the members of our Compensation Committee are an officer or employee of our Company. None of our executive officers serve, or in the past year have served, as a member of a board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, requires the Company’s directors, executive officers and persons who own more than 10% of the issued and outstanding shares of the Company’s common shares to file reports of initial ownership of common shares and other equity securities and subsequent changes in that ownership with the SEC and the NYSE. Based solely on a review of such reports and written representations from the directors and executive officers, the Company believes that all such filing requirements were met during 2017.

Report of the Audit Committee

The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the work of Ernst & Young Ltd., our independent auditor, for the purpose of preparing or issuing an audit report. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. Each of the members of the Audit Committee qualified as an “independent” director as defined under Section 303A.02(a)(ii) of the NYSE rules and Rule 10A-3 of the Securities Exchange Act of 1934. All of the members of the Audit Committee are financially literate and have accounting or related financial management expertise within the meaning of the SEC and NYSE rules. The Company’s management has the primary responsibility for the financial statements and for the reporting process, including the establishment and maintenance of the system of internal control over financial reporting. The


independent registered public accounting firm appointed as the Company’s independent auditor is responsible for auditing the financial statements prepared by management and the Company’s internal controls over financial reporting and expressing an opinion on the conformity of the Company’s financial statements with generally accepted accounting principles and on the design and operating effectiveness of the Company’s internal control over financial reporting. In this context, the Audit Committee has met and held discussions with management and Ernst & Young Ltd., the independent registered public accounting firm appointed as the Company’s independent auditor, regarding the fair and complete presentation of the Company’s financial statements.

The Audit Committee reviewed and discussed with Ernst & Young Ltd. the matters that are required to be discussed by Auditing Standard No. 16, Communications with Audit Committees as adopted by the Public Company Accounting Oversight Board (“PCAOB”), including their judgments as to the quality, not just the acceptability, of our accounting principles, the reasonableness of significant judgments, all critical accounting policies and practices to be used, material alternative accounting treatments within generally accepted accounting principles discussed with management, the determination of audit tenure, and other material written communications between Ernst & Young Ltd. and management.  As part of that review, the Audit Committee has received the written disclosures and the letter required by applicable requirements of the PCAOB regarding Ernst & Young Ltd.’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed Ernst & Young Ltd.’s independence from the Company with Ernst & Young Ltd.  The Audit Committee also has considered whether Ernst & Young Ltd.’s provision of non-audit services to the Company is compatible with the auditor’s independence.   The Audit Committee has concluded that Ernst & Young Ltd. is independent from the Company and its management.

The Audit Committee annually reviews the performance and independence of Ernst & Young Ltd. in deciding whether to retain the audit firm or engage a different independent registered public accounting firm and whether the independent registered public accounting firm should be rotated. The Audit Committee considers the advisability and potential impact of selecting a different independent registered public accounting firm and has concluded that the choice of Ernst & Young Ltd. as our independent auditor is in the best interest of the Company and its shareholders. The Audit Committee is involved in the lead audit partner selection process.
The Audit Committee met in 2017 with the Chief Financial Officer, and representatives of Ernst & Young Ltd., and the Company’s internal auditor, in regular and executive sessions to discuss the results of the applicable examinations, their evaluations of the design and operating effectiveness of the Company’s internal controls over financial reporting and the overall quality of the Company’s financial reporting and compliance programs.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, for filing with the SEC.
The Audit Committee

Mark Parkin (Chairman)
Steven E. Fass
Mary R. Hennessy
Neil McConachie (1)

(1)    Mr. McConachie was appointed to serve as a member of the Audit Committee on February 28, 2018.


Fees Paid to Ernst & Young Ltd.

The following table sets forth the aggregate fees charged to Third Point Reinsurance Ltd. by Ernst & Young Ltd. for audit services rendered in connection with the audit of our consolidated financial statements and reports for 2017 and 2016 and for other services rendered during 2017 and 2016 to the Company and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services:
INDEPENDENT AUDITOR FEES
Fee Category 2017 2016
Audit Fees $1,811,863
 $1,831,746
Audit-Related Fees 217,010
 
Tax Fees 78,844
 29,053
All Other Fees 2,325
 1,995
Total Fees $2,110,042
 $1,862,794

Audit Fees: Includes the aggregate fees billed by Ernst & Young Ltd. for professional services and expenses rendered for the audit of the Company’s consolidated financial statements and internal controls over financial reporting.
Audit-Related Fees: Includes the aggregate fees billed by Ernst & Young Ltd. for assurance and related services that are reasonably related to the performance of the audit of the Company’s financial statements and are not reported under “Audit Fees”, including aggregate fees billed by Ernst & Young Ltd. for professional services performed in connection with the Company’s filing of certain documents with the SEC and the related issuance of consents in 2017 and 2016, and advisory services performed relating to accounting and financial reporting consultations on various issues and transactions.
Tax Fees: Includes fees billed by Ernst & Young Ltd. for tax-related services in conjunction with our ongoing business operations.
All Other Fees: Includes fees billed by Ernst & Young Ltd. for access to their global online resource tool for accounting and auditing standards.



Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm Appointed as our Independent Auditor

The Audit Committee has adopted a policy requiring the Audit Committee to pre-approve all audit and, subject to the de minimis exception of Section 10A(i) of the Securities Exchange Act of 1934 and the SEC rules promulgated thereunder, all permitted non-audit services performed by the Company’s independent auditor. The Audit Committee may delegate pre-approval authority to one or more designated members of the Audit Committee, who must then provide a report of such pre-approvals to the Audit Committee at its next scheduled meeting. When pre-approving non-audit services by the independent auditor, the Audit Committee shall consider whether the provision of such services is consistent with maintaining the independent auditor’s independence. All services performed by Ernst & Young Ltd. in 2017 were pre-approved by the Audit Committee pursuant to the foregoing pre-approval policy and procedures.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

This compensation discussion and analysis provides information about the material elements of compensation paid or awarded to, or earned by, our “named executive officers”, also referred to as the “NEOs”, who consist of our principal executive officer, principal financial officer, and our three other most highly compensated executive officers, for fiscal year 2017 as follows:
J. Robert Bredahl, who during 2017 served as President and Chief Operating Officer of the Company until February 28, 2017, and as President and Chief Executive Officer of the Company from March 1, 2017; Mr. Bredahl also served as Chief Executive Officer of Third Point Re BDA until August 2, 2017, and as Chief Executive Officer of Third Point Re USA since August 3, 2017.
Nicholas J. D. Campbell, Chief Risk Officer of the Company; Executive Vice President, Underwriting Third Point Re BDA.
Christopher S. Coleman, Chief Financial Officer of the Company.
Manoj K. Gupta, Head of Investor Relations and Business Development of the Company; during 2017 Mr. Gupta also served as Executive Vice President of Third Point Re BDA USA from March 1, 2017, until August 2, 2017, and as President of Third Point Re USA from August 3, 2017.
Daniel V. Malloy, who during 2017 served as Executive Vice President, Underwriting of Third Point Re BDA until and as Chief Executive Officer of Third Point Re BDA from August 3, 2017.

Our NEOs also include John R. Berger, who during 2017 served as: Chief Executive Officer and Chairman of the Company until February 28, 2017; Chief Executive Officer of Third Point Re USA until August 2, 2017; and Chairman from March 1, 2017, until December 22, 2017.
Corporate Governance Highlights

In 2018 our Compensation Committee made several key changes to our compensation program to further ensure our robust corporate governance as it relates to compensation practices:
Adoption of Share Ownership Guidelines. We have established share ownership and retention guidelines that require our executive officers and directors to satisfy meaningful share ownership requirements. These guidelines further align the interests of our executive officers and directors with those of our shareholders, as further described in “Other Compensation Practices and Policies” below.



Double-Trigger Equity Vesting. Our long-term incentive awards granted in 2018 and future years will not vest or become payable in the event of a change in control unless there is an accompanying qualifying termination of the equity holder’s employment.

Adoption of Clawback Policy. We have adopted a clawback policy that authorizes our Compensation Committee to recover gains from bonuses and performance-based equity awards in certain circumstances as further described in “Other Compensation Practices and Policies” below.

Prohibition on Hedging and Pledging. Our updated Trading Policy prohibits our employees and directors from engaging in hedging and pledging transactions. Exceptions to the pledging prohibition may be made with the approval of the Chief Executive Officer or General Counsel, or in the case of these executives, by the Audit Committee. See “Other Compensation Practices and Policies” below.

Compensation Philosophy and Objectives

In 2017 the Compensation Committee continued its executive compensation philosophy adopted in 2014 based on a Total Rewards Strategy. The Company’s Total Rewards Strategy approach to executive compensation is to offer compensation, reward and benefit programs that align with the following principles and objectives:
Allow the Company to attract and retain superior talent, as we believe that quality talent is integral to the Company’s ongoing success.
Deliver pay opportunities through a format that is comparable with those used at other companies operating in the reinsurance industry; rewards should consist of base salary, an annual incentive plan, a long-term incentive opportunity, perquisites and retirement, health and welfare benefits.
Support a high-performance environment by linking pay with performance to achieve the Company’s objective to grow the business and deliver superior returns to its investors, therefore having most executive pay contingent on the actual results achieved.
Motivate superior performance and strengthen the connection between pay and results by developing compensation programs that reward success at the Company and on individual levels; the degree to which a person’s annual incentive award is influenced by individual (versus Company) performance is based on the person’s role and diminishes as he or she rises through the Company.
Provide a competitive total compensation opportunity; our total cash compensation (base plus bonus) should reflect market compensation levels at the market median and total direct compensation (base, bonus, and long-term incentives) will target above the 50th percentile, assuming that the individuals and the Company perform well and deliver value to shareholders. (“Market” is defined as publicly traded insurance and reinsurance company groups with operations in Bermuda and the Cayman Islands.)
Maintain an overall compensation target at market median with only specific individual salaries being above or below this target, as appropriate, based on experience, performance, criticality of the role, etc.
Base eligibility for variable pay (annual as well as long-term incentives) largely on competitive norms with exceptions being made from time to time in specific circumstances or for high-potential key employees.
Support a long-term focus for officers and key contributors that aligns with the interests of shareholders; the long-term award providing such focus should appropriately balance retention and alignment needs based on relative level in the organization.
Encourage conversations about performance and development.
Integrate compensation and reward systems with performance management and career development programs to ensure that employees know what it takes to be successful at the Company and to help align performance goals at every level.
Provide market-competitive benefits and perquisites.
Provide clear information about pay practices; by communicating openly about pay, we can ensure that everyone understands the rewards program and has the tools they need to implement it effectively.



Role of the Compensation Committee

The Compensation Committee is responsible for reviewing and approving the compensation and benefits of our employees, directors and compensation consultants, administering our employee benefit plans, authorizing and ratifying share option grants and other incentive arrangements, and authorizing employment and related agreements.
In 2017, as in 2016, the Compensation Committee determined not to engage any compensation consultant to advise on executive compensation matters. Management obtains survey data from PwC’s Bermuda International Business Compensation Survey, including survey data on Bermudian insurance and reinsurance companies with 100 or fewer employees. However, we do not use survey data or benchmarking data to determine or set the compensation of our NEOs; rather, we use this data to confirm that our compensation is within a competitive range.
Our Chief Executive Officer meets from time to time with the Compensation Committee and makes compensation recommendations with respect to our NEOs, other than himself, including recommendations for salary adjustments, annual incentives and long-term incentive awards, to the Compensation Committee for review, feedback and approval.
Elements of our Executive Compensation Program

During fiscal 2017 the compensation program for our NEOs consisted primarily of salary, short-term incentive compensation, long-term incentive compensation and certain perquisites and retirement, health and welfare benefits. Set forth below is a discussion of each of these elements of total compensation, the reason that we provide each element, and how that element fits into our overall compensation philosophy. Each element of the Total Rewards Strategy offers something unique to executives and incentivizes different desired behaviors and business results for the Company.
Base Salary

The primary function of base salary is to provide base compensation for executives’ ongoing performance of job responsibilities throughout the year.
Base pay reflects sustained individual performance, contribution, and relative value, as well as competitive market practice.
Base pay adjustments are neither guaranteed nor automatic. Base pay adjustments are intended to be clear performance messages and make meaningful distinctions for above-average performers.
Below-average performers do not receive increases and are subject to corrective action.
Average performers receive average or even below-average increases with consideration given to the incumbent’s position in the market or the established range.
Above-average performers receive above-average increases with consideration given to the incumbent’s position in the market or established range for the role.
The minimum base salary for each of our active NEOs is set pursuant to their individual employment agreements with the Company. Base salaries are reviewed on a periodic basis. The Compensation Committee did not approve any increases in the base salaries for our NEOs in 2017.
Long-Term Incentives

The purpose of long-term incentives is to align the interests of employees with shareholders through meaningful equity participation and long-term ownership. The program can generate significant payments when executives drive the Company to achieve long-term results.
Long-term incentives should help balance a short-term performance focus. Executives should be focused on fulfilling organizational long-term strategic objectives. By using long-term incentives, we encourage executives to balance their orientation and weight their decision-making given the respective award opportunities under each compensation plan.


Long-term incentive awards should reflect market-competitive levels. Individual grants will vary based on individual performance, so that executives are motivated to not only drive toward superior long-term corporate performance but also demonstrate individual impact as well.
The mix of long-term incentives may vary by role/level in the Company to most appropriately balance retention needs with the need to drive long-term growth in shareholder value, based on the role/level’s ability to influence share price movement.
The Company may use a variety of equity vehicles from year to year to deliver long-term incentives.
In 2017 the Company continued the long-term incentive program first implemented by the Compensation Committee in 2014, providing for annual long-term incentive grants with overlapping vesting schedules and performance cycles to incentivize and promote retention of employees and executives. All awards are in the form of restricted shares subject to the achievement of performance goals tied to underwriting profitability and float generation over rolling three-year calendar year periods. If declared, dividends are accrued on unvested restricted shares and only payable upon vesting. Performance metrics will be determined based on an Underwriting Return Ratio (“URR”) measure. The URR applies to the underwriting results of our Property and Casualty reinsurance segment.  It is a combined ratio calculation, modified to include general and administrative costs that are not customarily included in the combined ratio as well as investment income on the float generated by underwriting operations as if that float had been invested in a medium-term, investment grade bond portfolio. A URR of 102% (increased from 100% for pre-2017 grants) will result in 100% target award vesting. A URR of 97% (increased from 95% for pre-2017 grants) or better will result in 150% of target award vesting (100% of maximum award). A URR at or above 112% (increased from 110% for pre-2017 grants) will result in 0% award vesting such that there is no payout at this threshold. URR is defined as (a) net premiums earned by our Property and Casualty segment minus adjusted underwriting expenses, minus a portion of our investment income, divided by (b) such net premiums earned. The Compensation Committee set URR as the performance goal because it believes that this metric will appropriately align the Company’s goal of increasing profitable underwriting premium generation within the Company’s underwriting guidelines without exposing the Company to undue risk as to the quality of those premiums, and provide an incentive which offers an appropriate balance between the increased insurance float and underwriting risk. The URR percentages were increased in 2017 to recalibrate the target URR to reflect current underwriting market conditions which had deteriorated from the original formula.
Awards under our long-term incentive program were made in February 2017 and are reflected in the Grants of Plan-Based Awards for Fiscal Year 2017 table detailed under “All Other Compensation”. The number of restricted shares granted to each of our NEOs (other than the Chief Executive Officer) was determined by the Compensation Committee in consultation with our Chief Executive Officer. Share awards are determined in relation to an individual’s performance and contributions to the Company’s results, and with regard to the individual’s total compensation. Awards are not based on a scheduled allocation of shares. In determining the individual grant levels, the Compensation Committee considered the compensation of each of the NEOs, as compared to comparable positions in the market survey data, individual performance factors and the recommendation of the Chief Executive Officer.
URR for the three-year performance period ending December 31, 2017, was 105.7%. As a result, 43% of the target award performance-based restricted shares granted in 2015 that vest based on URR achieved during such period was earned. As a result, Messrs. Bredahl, Campbell, Coleman, Gupta, Malloy and Berger have earned 24,532, 3,067, 12,266, 9,200, 18,399 and 30,665, respectively, of their restricted shares granted in 2015. The restricted shares earned vested on March 1, 2018.
Prior to our initial public offering, equity awards were granted under the Third Point Reinsurance Limited Share Incentive Plan (the “Share Incentive Plan”). Since that time, equity awards have been granted under our Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan (the “Omnibus Incentive Plan”).
All grants of equity awards are evidenced by an individual award agreement between the Company and the individual.


Annual Incentive Pay
The purpose of annual incentive pay is to reward performance during the year based upon the achievement of individual and business goals on an annual basis.
Annual incentive pay plans help employees understand how they contribute to business performance and help unite employees behind shared goals. Additionally, annual incentives directly support the Company’s high-performance environment by providing employees with clear opportunities for performance-based rewards.
Annual incentive pay helps focus employees on achieving the annual financial goals of the Company by paying rewards to the extent that goals are fulfilled. Performance metrics are set based on the measures the Compensation Committee determines are necessary to achieve operational success. The performance metrics are periodically reviewed and adjusted, where required, in the Compensation Committee’s judgment.
The formula (described below) creates a bonus pool but not individual awards. The incentive bonus pool is allocated to individual employees by the Compensation Committee upon the recommendation of the Chief Executive Officer based on how each employee performed relative to his or her individual annual goals.
Short-term incentives also recognize how individuals have performed in terms of meeting the specific goals established for the year, which are above and beyond their regular job duties. Individual performance below expectations will reduce the calculated payment, whereas exceptional performance will increase the calculated payment.

All of our NEOs participated in our 2017 annual incentive plan (the “Annual Incentive Plan”). Each of our continuing NEOs is party to an employment agreement that provides for an annual discretionary bonus. Pursuant to his Chairman Agreement, Mr. Berger was also entitled to participate in our 2017 Annual Incentive Plan.
Under the Annual Incentive Plan for 2017, the amount of the total incentive bonus pool is calculated based on the Company’s return on equity and represents a percentage of total employee salaries.  Return on equity is calculated as (i) after-tax net income divided by (ii) average shareholder’s equity (which is the beginning equity plus the ending equity, divided by two, as adjusted for any capital events occurring during the year).  At a 12.5% return on equity, the bonus pool is funded 100% of target, which represents 130% of salaries.  No bonuses are payable unless the Company generates the minimum 5% return on equity, and the size of the bonus pool increases as the return on equity increases, up to the maximum.  At a 5% return on equity, the bonus pool would be funded at 50% (threshold) of target, which represents 65% of salaries,  and at a 22.5% or higher return on equity, the bonus pool would be funded at 300% (maximum) of target, which represents 390% of salaries.  The incentive bonus pool is allocated to individual employees by the Compensation Committee upon the recommendation of the Chief Executive Officer based on the individual’s position in the organization, seniority level, and how each employee performed relative to his or her individual annual goals, such allocations not to exceed $5 million.
The Company’s return on average equity for 2017 was 18.1%, resulting in a bonus pool funded at the 212% of target level.  Each NEO had a target bonus percentage of salary as follows which were determined by the Compensation Committee based on seniority level, role within the Company, experience level and past performance:  200% for Mr. Bredahl; 125% for Mr. Campbell; 150% for Mr. Coleman; 100% for Mr. Gupta; 185% for Mr. Malloy; and 210% for Mr. Berger.  In determining the individual bonus payments for 2017 these target percentages were multiplied by 212%, the percentage of the target bonus pool achieved based on average return on equity, and then, for NEOs other than Mr. Berger, adjusted based on performance relative to various factors including individual goals and objectives.
The CEO recommended individual bonus payments for the continuing NEOs other than himself in 2017 based on his assessment of NEO performance. The following is a list of the material goals and objectives for 2017 considered by the Compensation Committee in making 2017 discretionary bonus determinations for our continuing NEOs, none of which were assigned any particular weighting:


 Goals and objectives for J. Robert Bredahl:
Oversee all operations and business activities to ensure they produce the desired results and are consistent with the overall strategy of the Company;
Lead and motivate subordinates;
Develop a high-quality business strategy that is aligned with short-term and long-term objectives; and
Assume the chief underwriting and key relationship management roles of the previous CEO.
Goals and objectives for Daniel V. Malloy:
Originate and underwrite economically attractive deals;
Develop new reinsurance structures and solutions that can be broadly applied to buyers of reinsurance;
Supervise and mentor more junior staff and help them prioritize their efforts; and
Contribute to all strategic and important tactical decisions.

Goals and objectives for Manoj K. Gupta:
Rationalize the U.S. office’s reinsurance portfolio by renegotiating pricing, terms and conditions, non-renewing poorly performing deals and focusing on new lines of business and segments;
Successfully assume and perform duties and responsibilities as President of Third Point Re USA, overseeing all operations and business activities of U.S. operation; and
Lead and manage the investor relations and business development functions.

Goals and objectives for Christopher S. Coleman:
Manage all aspects of the Company’s finance function;
Support the underwriters by solving accounting, counter-party credit and collateral issues related to reinsurance transactions;
Manage the Company’s relationships with rating agencies and regulators; and
Contribute to all strategic and important tactical decisions.

Goals and objectives for Nicholas J. D. Campbell:
Provide quarterly, annual and ad-hoc risk reporting as required by the various interested constituencies;
Continue to develop, refine and enhance the Company’s risk exposure capabilities with regard to identifying, assessing, monitoring and measuring our individual, specific and aggregate risk exposures;
Source, underwrite and close profitable reinsurance transactions; and
Provide effective oversight of the Company’s IT function and capabilities, with particular focus on stability, redundancy and cyber-security.

The annual incentive bonus paid for each of our NEOs as determined by the Compensation Committee based on the foregoing factors is reflected in the “Summary Compensation Table” under the “Non-Equity Incentive Plan Compensation” column.

The Compensation Committee approved a revision to the 2018 bonus pool methodology and calculation to include combined ratio (as it appears in the Company’s financial statements, the “Combined Ratio”) as an additional metric in the determination of the bonus pool.

Under the Annual Incentive Plan for 2018, the total incentive bonus pool will be determined as fifty percent (50%) based on the Company’s Return on Average Equity (“ROAE”) and fifty percent (50%) based on the Company’s Combined Ratio. The size of the bonus pool contribution increases as the ROAE increases and as the Combined Ratio decreases. At target, each of the two portions of the pool funds at 65% of salaries (130% in the aggregate), with a maximum funding level of each pool of 195% of salaries (390% in the aggregate).  No bonuses are payable with respect to the 50% calculated based on ROAE unless the Company generates the threshold level established for ROAE, and no bonuses are payable with respect to the 50% calculated based on Combined Ratio unless the Company generates a Combined Ratio below the threshold level established. The total incentive bonus pool will be allocated to individual employees by the Compensation Committee upon the recommendation of the Chief Executive Officer based on the


individual’s position in the organization, seniority level, and how each employee performed relative to his or her individual annual goals.

Other Benefits and Perquisites

Other Benefits

The Company provides benefit plans, such as medical coverage and life and disability insurance, in line with applicable market conditions and Bermuda law. These health and welfare plans help ensure that the Company has a productive and focused workforce through reliable and competitive health and other benefits. The Company also maintains defined contribution benefit plans that provide eligible employees with an opportunity to save for retirement. The Company contributes up to 10% of all the employees’ salary or to statutory contribution limits to these plans. The NEOs are eligible to participate in the health and welfare and defined contribution plans during employment on the same basis as all other employees, subject to applicable tax and other limits on contributions.
Perquisites

The Company also provides customary additional benefits to certain expatriate employees working outside of their home country, including each of our expatriate NEOs, to better enable the Company to attract and retain key employees. These benefits are typical for the insurance/reinsurance industry, as well as for Bermuda-based companies, and are specified in our expatriate NEOs’ employment agreements. The purpose of these benefits is to rationalize the income of expatriate employees, who experience additional taxation as a result of compensation for additional housing and transportation expenses, with the income such employees would earn as employees within their native countries. These additional benefits are as follows:

Housing and Transportation Expenses. The Company reimburses certain expatriate NEOs for housing expenses in Bermuda and for travel and transportation expenses between the United States and Bermuda.  Our Chief Executive Officer is entitled to private air travel to and from Bermuda, and our other NEOs are eligible for private air travel to and from Bermuda when traveling with the Chief Executive Officer or prior to December 22, 2017, the Chairman; otherwise they are entitled to reimbursement for commercial air travel pursuant to the terms of the Company’s policies regarding travel.  The Company’s policies also provide that our NEOs may invite family members or other guests from time to time to fly on already scheduled private air trips. In addition, the Company’s Chairman was entitled during his employment to private air travel to and from Bermuda pursuant to the terms of the Chairman Agreement.

Tax Expenses. To the extent the Company’s reimbursement of an expatriate NEOs’ housing or travel expenses are deemed to be taxable income to the expatriate NEO, the Company reimburses the expatriate NEO for any home country taxes payable on the additional income. The Company also pays the employee portion of Bermuda payroll taxes and social insurance for our expatriate NEOs.

Tax Preparation Expenses. Due to the additional complexities associated with the taxation of expatriate NEO benefits, the Company reimburses expatriate executives’ tax preparation expenses, up to $5,000 per executive, per annum.

Club Membership. The provision of a club membership is common practice in our industry and enables the NEOs to establish social networks with clients and others.

We annually review the level of employee benefits provided to the NEOs and believe that the employee benefits provided are reasonable and consistent with market practices in the jurisdictions in which the Company operates. These benefits are described under “Summary Compensation Table” and “Employment Agreements with NEOs” below.


Employment Agreements with NEOs

We have entered into employment agreements with each of our NEOs as a means to attract and retain executive officers. Terms of these agreements are more fully discussed below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2017 Table - Employment Agreements”. We believe that these agreements provide our executive officers with the assurance that their employment is a long-term arrangement and provide us with the assurance that the officers’ services will be available to us for the foreseeable future. We believe that having employment agreements with our key executives is beneficial because such agreements provide retentive value, subject executives to restrictive covenants, and provide us with a competitive advantage in the recruiting process over a company that does not offer employment agreements.

In 2017 we amended the employment agreements with certain of our NEOs to reflect changes to their roles and responsibilities. In 2017 in connection with his transition, we entered into a Chairman Agreement with Mr. Berger, which superseded his employment agreement. In addition, we entered into a new employment agreement with Mr. Bredahl in relation to his transition to Chief Executive Officer of the Company, which superseded his prior employment agreement. The appointments for Bermuda-based positions are subject to customary Bermuda immigration approval.

Other Compensation Practices and Policies

Share Ownership Guidelines. We have recently adopted share ownership guidelines in the form of a Director and Executive Share Ownership Policy to further align the economic interests of our directors and executive officers (“Designated Individuals”) with the interests of our shareholders. To accomplish this, Designated Individuals are expected not only to receive equity-based compensation but also to maintain a significant long-term equity interest in the Company. The table below summarizes the guidelines:
Required levels
CEO: 5x base salary
Other Executive Officers: 3x base salary
Directors: 3x annual cash retainer
Shares counted toward guidelines

- Shares owned outright (excluding pledged shares)
- Performance shares, once earned
- Restricted shares, upon grant date
- Intrinsic value of vested options (for executive officers)
Time period to achieve

Five years
Retention requirements

Must retain 50% of net shares issued upon exercise of share options or vesting of share awards until guidelines achieved
Clawback Policy. We have implemented an Executive Compensation Clawback Policy, applicable to all executive officers, including the CEO. In the event of: (i) a restatement of the Company’s financial results; or (ii) a material change in reserves resulting from adverse development, in either case due to an executive officer being involved in fraud, illegal conduct or other willful misconduct, any of which materially contributed to the need for such restatement (or in the case of (ii) revised reserves), this policy authorizes the Company, through its Compensation Committee, to recover any portion of performance-based or incentive compensation paid or awarded to such executive officer that was higher than the amount that would have been paid or awarded if calculated based upon the restated financial results (or in the case of (ii), revised reserves).
We are awaiting final regulatory guidance regarding clawbacks of compensation under the Dodd–Frank Wall Street Reform and Consumer Protection Act and expect to review and revise our policy as necessary after that final guidance is published and implemented by the NYSE.


Hedging and Pledging.  Our updated Trading Policy prohibits our employees and directors from directly or indirectly engaging in any hedging or monetization transactions with respect to Company shares. No exceptions are allowed for such transactions under the Trading Policy. Pledging of Company Shares is prohibited under our policy, although exceptions may be made with the approval of the Chief Executive Officer or General Counsel, or in the case of these executives, by the Audit Committee.
Tax Considerations. The Compensation Committee considers the income tax consequences of individual compensation elements when analyzing the overall compensation paid to our NEOs. Prior to 2017 our compensation program has not been designed to comply with Section 162(m) of the Internal Revenue Code, which imposes a limit on the amount of compensation that companies may deduct in any one year with respect to certain “covered employees” because, prior to the establishment of our U.S. subsidiary, Third Point Re USA, Third Point Re BDA was not subject to taxation in the U.S. and, to the extent any portion of the compensation paid to certain of our NEOs is subject to taxation in the U.S., it has been paid under plans in effect prior to our initial public offering that are entitled to transition relief under Section 162(m) for the period ending on the date of our 2017 Annual General Meeting of shareholders. In 2017 our shareholders approved the material provisions of our Annual Incentive Plan and our Omnibus Incentive Plan so that we could continue to grant performance based awards and pay bonuses to covered employees intended to be exempt from the deduction limits under Section 162(m). Recently enacted legislation makes certain changes to Section 162(m), most notably repealing the exemption for qualified performance-based compensation for taxable years beginning after December 31, 2017, and expanding the scope of persons covered by its limitations on deductibility. Accordingly, compensation paid after 2017 to our covered executive officers in excess of $1 million will not be deductible in the U.S. unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. In light of these changes, it is expected that our Compensation Committee will authorize compensation deductible under 162(m). With respect to our U.S. taxpayer employees, including certain of our NEOs, we design our compensation arrangements also taking into account Internal Revenue Code Sections 409A and 457A.
Say on Pay. The Compensation Committee considers the outcome of shareholder advisory votes on executive compensation when making decisions relating to the compensation of our NEOs and our executive compensation programs. At our 2015 annual meeting of shareholders, our shareholders approved the compensation paid to our NEOs in a non-binding advisory vote. Approximately 95% of the shareholders who voted on the proposal voted in favor of the proposal. The Compensation Committee believes the results conveyed support for continuing with the philosophy, strategy and objectives of our executive compensation program.
At our 2015 annual general meeting, our shareholders voted, on an advisory basis, to hold future advisory votes to approve executive compensation every three years. In accordance with our shareholders’ recommendation, our Board of Directors determined to include an advisory shareholder vote on executive compensation in its proxy materials every three years until the next required advisory vote on the frequency of shareholder votes on executive compensation. The advisory vote to approve executive compensation is being considered at the 2018 Annual General Meeting. The next advisory vote regarding the frequency of say on pay will occur no later than our 2021 annual meeting of shareholders.
Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with members of management, and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.            
The Compensation Committee

Steven E. Fass (Chairman)
Rafe de la Gueronniere
Mary R. Hennessy
Mark Parkin


Summary Compensation Table
Name and Principal Position (3)
 
Fiscal
Year
 Salary Bonus 
Share Awards (2)
 
Option
Awards
 
Non-Equity Incentive Plan Compensation(1)
 
All Other
Compensation(5)
 Total
    ($) ($) ($) ($) ($) ($) ($)
                 
J. Robert Bredahl,
President and Chief Executive Officer of the Company; Chief Executive Officer of Third Point Reinsurance (USA) Ltd.
 2017 800,000  749,995  3,360,000 373,354 5,283,349
 2016 787,500  800,006  __ 573,753 2,161,259
 2015 750,000 375,000 799,992   608,025 2,533,017
                 
Nicholas J. D. Campbell, Chief Risk Officer; Executive Vice President, Underwriting, Third Point Reinsurance Company Ltd. 2017 480,000  500,005  1,250,000 89,264 2,319,269
                
                
                 
Christopher S. Coleman,
Chief Financial Officer
 2017 500,000  899,994  1,575,000 99,470 3,074,464
 2016 480,000  500,004   116,735 1,096,739
 2015 420,000 210,000 399,996   102,279 1,132,275
                 
Manoj K. Gupta,
Head of Investor Relations and Business Development of the Company; President of Third Point Reinsurance (USA) Ltd.
 2017 500,000  550,000  1,575,000 54,708 2,679,708
 2016 500,000 100,000 300,002   133,257 1,033,259
 2015 500,000 250,000 299,992   452,652 1,502,644
                 
Daniel V. Malloy,
Chief Executive Officer, Third Point Reinsurance Company Ltd.

 2017 700,000  1,600,006  2,725,000 246,495 5,271,501
 2016 700,000  600,005   283,175 1,583,180
 2015 675,000 337,500 599,987   285,881 1,898,368
                 
John R. Berger,
Former Chairman of the Board of the Company; Former Chief Executive Officer of Third Point Reinsurance (USA) Ltd. (4)

 2017 831,474  749,995  3,710,000 336,669 5,628,139
 2016 850,000  1,000,008   407,922 2,257,930
 2015 850,000 425,000 999,998   603,745 2,878,743
(1)For 2017 the Company achieved an 18.1% return on equity threshold and therefore, bonuses were payable under our Annual Incentive Plan. See “Compensation Discussion and Analysis - Elements of our Executive Compensation Program - Annual Incentive Pay”.
(2)See “Compensation Discussion and Analysis - Elements of our Executive Compensation Program - Long-Term Incentives”. Messrs. Bredahl, Campbell, Coleman, Gupta, Malloy and Berger were granted a total of 92,213, 61,475, 110,656, 67,623, 196,721 and 92,213 performance-based restricted shares at maximum performance levels in 2017, respectively. Performance-based restricted share awards generally vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. The number of performance-based restricted shares that may be retained upon vesting will vary based on the level of achievement of the performance goals. The award value included in the table for 2017 corresponds to the grant date fair value of performance-based restricted shares based upon the probable outcome of such performance criteria. Assuming the maximum performance levels are achieved, the grant date fair value of performance-based restricted shares granted in 2017 would equal $1,124,999, $749,995, $1,350,003, $825,001, $2,399,996, and $1,124,999, for Messrs. Bredahl, Campbell, Coleman, Gupta, Malloy, and Berger respectively. The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated forfeitures. The fair value was determined using the methodology and assumptions set forth in Note 16, “Share-Based Compensation,” to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017, which are hereby incorporated herein by reference.
(3)Reflects current titles. Please see “Compensation Discussion and Analysis - Overview” for principal positions of named executive officers during 2017.
(4)Mr. Berger’s employment terminated on December 22, 2017.
(5)The following table sets forth the compensation reflected in the “All Other Compensation” column for the fiscal year ended December 31, 2017.


All Other Compensation 2017
Name 
Company Contributions to Retirement Plans ($)(a)
 
Company-Paid Transportation Expense ($)(b)
 
Reimbursed Housing Expenses ($)(c)
 
Tax Reimbursements ($)(d)
 
Other                         ($) (e)
 Total Other Compensation ($)
J. Robert Bredahl 54,000 141,130 80,123 93,101 5,000 373,354
Nicholas J. D. Campbell 48,000   37,664 3,600 89,264
Christopher S. Coleman 50,000   47,470 2,000 99,470
Manoj K. Gupta 50,000    4,708 54,708
Daniel V. Malloy 54,000 27,321 104,024 56,150 5,000 246,495
John R. Berger 54,000 71,682 103,200 102,787 5,000 336,669
(a)Represents Company contributions (employer and employee contributions paid by the Company) to retirement plans.
(b)During 2017, through December 22, 2017, Mr. Berger was entitled to private air travel to and from Bermuda. As Chief Executive Officer, Mr. Bredahl is entitled to private air travel to and from Bermuda. In 2017 Mr.  Malloy received reimbursement for certain commercial air travel to and from Bermuda. NEOs may also invite family members or other guests from time to time to fly on already scheduled private air trips. There is no incremental cost to the Company and therefore, there is no value included in these amounts for family or other guests. This total also includes ground transportation costs paid by the Company.
(c)Messrs. Bredahl and Malloy are entitled to a housing allowance under the terms of their employment agreements. Mr. Berger was entitled to a housing allowance under his employment agreement and Chairman Agreement through his retirement from the Board on December 22, 2017. This represents cost of housing, utilities, including electricity and cable services, and furnishings paid or reimbursed by the Company.
(d)Represents payment of the employee portion of Bermuda payroll taxes and social security insurance on behalf of certain Bermuda-based NEOs and reimbursement of all taxes incurred with respect to: (i) the housing allowance and related expenses; (ii) Company-paid transportation benefits; (iii) the Company-paid employee portion of Bermuda social insurance tax; (iv) tax preparation benefits; and (v) the tax reimbursement payments.
(e)Represents the employee portion of reimbursed personal tax preparation cost for Messrs. Bredahl, Coleman, Gupta, Malloy and Berger and reimbursement of club membership for Mr. Campbell.



Grants of Plan-Based Awards for Fiscal Year 2017
The following table provides information concerning awards granted to the NEOs in the last fiscal year.
    
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)
 
Estimated Future Payouts Under Equity Incentive Plan Awards(2)
 
Grant Date Fair Value of Stock and Option Awards ($)(3)
Name Grant Date Threshold Target Maximum Threshold Target Maximum  
    ($) ($) ($) (#) (#) (#)  
J. Robert Bredahl                
Annual Incentive Plan   
 1,600,000
 
(4) 
        
Omnibus Incentive Plan 2/21/2017       
 61,475
 92,213
 749,995
                 
Nicholas J. D. Campbell                
Annual Incentive Plan   
 600,000
 
(4) 
        
Omnibus Incentive Plan 2/21/2017       
 40,984
 61,475
 500,005
                 
Christopher S. Coleman                
Annual Incentive Plan   
 750,000
 
(4) 
        
Omnibus Incentive Plan 2/21/2017       
 73,770
 110,656
 899,994
                 
Manoj K. Gupta                
Annual Incentive Plan   
 750,000
 
(4) 
        
Omnibus Incentive Plan 2/21/2017       
 45,082
 67,623
 550,000
                 
Daniel V. Malloy                
Annual Incentive Plan   
 1,295,000
 
(4) 
        
Omnibus Incentive Plan 2/21/2017       
 131,148
 196,721
 1,600,006
                 
John R. Berger                
Annual Incentive Plan   
 1,746,096
 
(4) 
        
Omnibus Incentive Plan 2/21/2017       
 61,475
 92,213
 749,995
(1)A discussion of the 2017 annual cash incentives, including awards earned for 2017 and paid in March 2018 can be found under “Compensation Discussion and Analysis - Elements of our Executive Compensation Program - Annual Incentive Pay”.
(2)Performance-based restricted share awards made pursuant to the Omnibus Incentive Plan for the 2017-2020 performance cycle and are scheduled to vest on March 1, 2020. Restricted share awards generally vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. Pursuant to the terms of the Chairman Agreement entered into with Mr. Berger on March 1, 2017, all of Mr. Berger’s unvested performance-based restricted share awards will continue to vest after his termination of service, subject to achievement of the applicable performance conditions. Performance-based restricted shares that do not vest at the end of the three-year period are forfeited. 0% of the awards vest unless performance exceeds the threshold performance level. Linear interpolation applies to determine the vesting percentage between threshold and target and between target and maximum performance levels. For a more detailed discussion of the 2017 performance-based restricted share awards, see “Compensation Discussion and Analysis - Elements of our Executive Compensation Program - Long-Term Incentives”.
(3)The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 based on the probable outcome of such performance criteria. The fair value was determined using the methodology and assumptions set forth in Note 16, “Share-Based Compensation” to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017, which are hereby incorporated herein by reference.
(4)None of our NEOs have a stated maximum annual cash incentive in their employment agreements; however, the Annual Incentive Plan contains a maximum bonus pool funding of 390% of salaries and our Annual Incentive Plan has a maximum individual award cash incentive limit of $5 million. The incentive bonus pool is allocated to individual employees by the Compensation Committee upon the recommendation of the Chief Executive Officer based on the individual’s position in the Company, seniority level, and how each employee performed relative to his or her individual annual goals, such allocations not to exceed $5 million.  See “Compensation Discussion and Analysis - Elements of our Executive Compensation Program - Annual Incentive Pay”.


Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2017 Table

Employment Agreements

The principal terms of the employment agreements with each of our NEOs are discussed below.
J. Robert Bredahl. We have entered into an employment agreement with Mr. Bredahl which we amended in 2017 to reflect his promotion to President and Chief Executive Officer of the Company, effective March 1, 2017, and subject to customary Bermuda immigration approval. As amended, the employment agreement sets Mr. Bredahl’s annual base salary at $800,000. The employment agreement specifies that Mr. Bredahl is eligible for an annual bonus, based on achievement of such individual and corporate performance goals as may be established by the Board. In 2016 Mr. Bredahl consented to a target bonus percentage of 200% for 2016 and subsequent years. Mr. Bredahl’s employment agreement also provides that, during the term of his employment and while his principal place of employment is Bermuda, he is entitled to: (i) air travel to and from Bermuda under the Company’s air travel policies applicable to the most senior executives of the Company; (ii) a housing allowance of $10,000 per month; and (iii) tax reimbursement for the taxes incurred with respect to: (a) the air travel benefit; (b) the housing benefit; and (c) the tax reimbursement payment. Under the terms of his employment agreement, he is entitled to five weeks of paid vacation annually, and is also eligible to participate in all normal Company benefits, including the Company’s 401(k), medical, dental and life and disability insurance plans and programs in accordance with the terms of such arrangements.
Mr. Bredahl’s employment term under his amended and restated employment agreement, is for a three-year term beginning March 1, 2017, and automatically extends for an additional year on the third anniversary of such commencement date and every anniversary thereafter, unless either party gives notice of non-extension at least 90 days
prior to such anniversary.

If Mr. Bredahl’s employment is terminated by the Company without cause or if Mr. Bredahl resigns for good reason,
Mr. Bredahl will be entitled to receive the following benefits: (i) an amount equal to his target annual cash bonus for
the fiscal year in which the termination date occurs, payable in cash in a lump sum after the end of the calendar year in which the termination date occurs, and no later than March 15 of such subsequent calendar year; (ii) payment of 18 months’ base salary, payable over the 18-month period following the termination date; (iii) 18 months of continued participation in medical and life insurance benefits at active employee rates; (iv) Mr. Bredahl’s vested options to purchase Company shares will remain exercisable until their normal expiration date; and (v) Mr. Bredahl’s performance shares will remain outstanding through the scheduled vesting dates and will vest pro rata through the termination date and/or be forfeited based solely on satisfaction of the applicable performance goals without regard to his continued service. The payment of the above shall be contingent on Mr. Bredahl executing a general release of all claims against the Company. If Mr. Bredahl’s employment is terminated due to his death or disability, Mr. Bredahl will be entitled to receive an annual bonus payment, prorated for the period of his service prior to the termination date. Following termination of his employment for any reason, Mr. Bredahl will be entitled to receive: (i) all accrued and unpaid base salary and benefits; and (ii) reimbursement for approved business expenses incurred prior to termination. Mr. Bredahl is subject to confidentiality and non-disparagement covenants and, during the term of his employment and for 18 months following termination of employment, to non-competition and non-solicitation covenants.

Mr. Bredahl is entitled to coverage under a directors and officers insurance policy during his employment and for six years following the termination of his employment. The Company and Mr. Bredahl have entered into an Indemnification Agreement pursuant to which the Company has agreed to indemnify Mr. Bredahl acting in his capacity as an officer or director in relation to any of our affairs for any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the Company other than in respect of his own fraud or dishonesty.


Nicholas J. D. Campbell. We have entered into an employment agreement with Mr. Campbell dated December 13, 2013, pursuant to which he agreed to serve initially as the Senior Vice President of Underwriting of Third Point Re BDA, and with effect from April 1, 2015, the Chief Risk Officer of the Company. With effect from March 3, 2017, Mr. Campbell was promoted to Executive Vice President of Underwriting of Third Point Re BDA, and retained the role of Chief Risk Officer of the Company. The employment agreement sets Mr. Campbell’s annual base salary at $480,000. The employment agreement specifies that Mr. Campbell is eligible for an annual bonus with a threshold, target and maximum amount of, respectively, 50%, 150% and 300% of base salary, based on achievement of such individual and corporate performance goals as may be established by the Board. Mr. Campbell has consented to a target bonus percentage of 125% for 2016 and subsequent years and the removal of a stated threshold or maximum bonus. Under the terms of his employment agreement, Mr. Campbell is entitled to four weeks of paid vacation annually, and is also eligible to participate in all normal Company benefits, including the Company’s pension plan, medical, dental and life and disability insurance plans and programs in accordance with the terms of such arrangements.
Mr. Campbell’s employment term was for an initial term of two years and three months, effective from December 13, 2013, and automatically extended for an additional year on March 17, 2016, and automatically extends at every anniversary thereafter, unless either party gives notice of non-extension at least 90 days prior to such anniversary.

If Mr. Campbell’s employment is terminated by the Company without cause or if Mr. Campbell resigns for good reason, Mr. Campbell will be entitled to receive: (i) an annual bonus payment, prorated for the period of his service prior to the termination date; (ii) payment of six (6) months’ base salary, payable over the six (6) month period following the termination date; and (iii) six (6) months of continued participation in medical and life insurance benefits at active employee rates. The payment of the above shall be contingent on Mr. Campbell executing a general release of all claims against the Company. If Mr. Campbell’s employment is terminated due to his death or disability, Mr. Campbell will be entitled to receive an annual bonus payment, prorated for the period of his service prior to the termination date. Following termination of his employment for any reason, Mr. Campbell will be entitled to receive: (i) all accrued and unpaid base salary and benefits; and (ii) reimbursement for approved business expenses incurred prior to termination. Mr. Campbell is subject to confidentiality and non-disparagement covenants and, during the term of his employment and for six (6) months following termination of employment, to non-competition and non-solicitation covenants.

Mr. Campbell is entitled to coverage under a directors and officers insurance policy during his employment and for six years following the termination of his employment. The Company and Mr. Campbell have entered into an Indemnification Agreement pursuant to which the Company has agreed to indemnify Mr. Campbell acting in his capacity as an officer or director in relation to any of our affairs for any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the Company other than in respect of his own fraud or dishonesty.
Christopher S. Coleman. We have entered into an employment agreement with Mr. Coleman pursuant to which he has agreed to serve as our Chief Financial Officer. The employment agreement sets Mr. Coleman’s annual base salary at $420,000; his current base salary is $500,000. The employment agreement specifies that Mr. Coleman is eligible for an annual bonus with a threshold, target and maximum amount of, respectively, 50%, 150% and 300% of base salary, based on achievement of such individual and corporate performance goals as may be established by the Board. Mr. Coleman has consented to a target bonus percentage of 150% for 2016 and subsequent years and the removal of a stated threshold or maximum bonus. Under the terms of his employment agreement, Mr. Coleman is entitled to five weeks of paid vacation annually, and is also eligible to participate in all normal Company benefits, including the Company’s pension plan, medical, dental and life and disability insurance plans and programs in accordance with the terms of such arrangements.
Mr. Coleman’s employment term is for a three year period effective from November 10, 2014, and it automatically extends for an additional year on the third anniversary of the employment agreement commencement date and every
anniversary thereafter, unless either party gives notice of non-extension at least 90 days prior to such anniversary. If Mr. Coleman’s employment is terminated by the Company without cause or if Mr. Coleman resigns for good reason, Mr. Coleman will be entitled to receive: (i) an annual bonus payment, prorated for the period of his service prior to the termination date; (ii) payment of 18 months’ base salary, payable over the 18 month period following the termination


date; and (iii) 18 months of continued participation in medical and life insurance benefits at active employee rates. The payment of the above shall be contingent on Mr. Coleman executing a general release of all claims against the Company. If Mr. Coleman’s employment is terminated due to his death or disability, Mr. Coleman will be entitled to receive an annual bonus payment, prorated for the period of his service prior to the termination date. Following termination of his employment for any reason, Mr. Coleman will be entitled to receive: (i) all accrued and unpaid base salary and benefits; and (ii) reimbursement for approved business expenses incurred prior to termination. Mr. Coleman is subject to confidentiality and non-disparagement covenants and, during the term of his employment and for 18 months following termination of employment, to non-competition and non-solicitation covenants.

Mr. Coleman is entitled to coverage under a directors and officers insurance policy during his employment and for six years following the termination of his employment. The Company and Mr. Coleman have entered into an Indemnification Agreement pursuant to which the Company has agreed to indemnify Mr. Coleman acting in his capacity as an officer or director in relation to any of our affairs for any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the Company other than in respect of his own fraud or dishonesty.
Manoj K. Gupta. We have entered into an employment agreement with Mr. Gupta pursuant to which he serves as our Head of Investor Relations and Business Development. In 2017 we amended Mr. Gupta’s employment agreement to reflect his promotion to the additional role of Executive Vice President, Underwriting of Third Point Re USA, effective March 1, 2017. Subsequently, we amended his employment agreement to reflect his promotion to the role of President of Third Point Re USA, effective August 3, 2017. The employment agreement sets Mr. Gupta’s annual base salary at $500,000. The employment agreement specifies that Mr. Gupta is eligible for an annual bonus with a threshold, target and maximum amount of, respectively, 50%, 150% and 300% of base salary, based on achievement of such individual and corporate performance goals as may be established by the Board. Mr. Gupta has consented to a new target bonus percentage of 100% for 2016 and subsequent years.
Mr. Gupta’s employment agreement in effect through February 28, 2017 also provided that, during the term of his employment and while his principal place of employment was Bermuda, he was entitled to: (i) air travel to and from Bermuda (private air travel, when traveling with the Chief Executive Officer, or business class air travel otherwise); (ii) a housing allowance of $6,500 per month; and (iii) tax reimbursement for the taxes incurred with respect to: (a) the air travel benefit; (b) the housing benefit; and (c) the tax reimbursement payment. Pursuant to the 2017 amendment to his employment agreement, wherein his principal place of business is the U.S., Mr. Gupta is no longer entitled to the air travel, housing allowance or tax reimbursement benefits, effective March 1, 2017.Under the terms of his employment agreement, he is entitled to four weeks of paid vacation annually, and is also eligible to participate in all normal Company benefits, including the Company’s 401(k), medical, dental and life and disability insurance plans and programs in accordance with the terms of such arrangements.
Mr. Gupta’s employment term was for an initial period of three years ending March 27, 2015, and automatically extended for an additional year on the third anniversary of the employment agreement commencement date. It automatically extends for an additional year every anniversary thereafter, unless either party gives notice of non-extension at least 90 days prior to any such anniversary.

If Mr. Gupta’s employment is terminated by the Company without cause or if Mr. Gupta resigns for good reason, Mr. Gupta will be entitled to receive: (i) an annual bonus payment, prorated for the period of his service prior to the termination date; (ii) payment of 18 months’ base salary, payable over the 18 month period following the termination date; and (iii) 18 months of continued participation in medical and life insurance benefits at active employee rates. The payment of the above shall be contingent on Mr. Gupta executing a general release of all claims against the Company. If Mr. Gupta’s employment is terminated due to his death or disability, Mr. Gupta will be entitled to receive an annual bonus payment, prorated for the period of his service prior to the termination date. Following termination of his employment for any reason, Mr. Gupta will be entitled to receive: (i) all accrued and unpaid base salary and benefits; and (ii) reimbursement for approved business expenses incurred prior to termination. Mr. Gupta is subject to confidentiality and non-disparagement covenants and, during the term of his employment and for 18 months following termination of employment, to non-competition and non-solicitation covenants.



Mr. Gupta is entitled to coverage under a directors and officers insurance policy during his employment and for six
years following the termination of his employment. The Company and Mr. Gupta have entered into an Indemnification Agreement pursuant to which the Company has agreed to indemnify Mr. Gupta acting in his capacity as an officer or director in relation to any of our affairs for any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the Company other than in respect of his own fraud or dishonesty.

Daniel V. Malloy. We have entered into an employment agreement with Mr. Malloy, pursuant to which he has agreed to serve as our Executive Vice President, Underwriting. The employment agreement sets Mr. Malloy’s annual base salary at $700,000. In 2017 we amended Mr. Malloy’s employment agreement to reflect his promotions to Chief Underwriting Officer of Third Point Re BDA and subsequently to Chief Executive Officer of Third Point Re BDA. The employment agreement specifies that Mr. Malloy is eligible for an annual bonus with a threshold, target and maximum amount of, respectively, 50%, 150% and 300% of base salary, based on achievement of such individual and corporate performance goals as may be established by the Board. Mr. Malloy has consented to a target bonus percentage of 185% for 2016 and subsequent years. Mr. Malloy’s employment agreement also provides that, during the term of his employment and while his principal place of employment is Bermuda, he is entitled to: (i) a housing allowance of $8,150 per month; and (ii) tax reimbursement for the taxes incurred with respect to: (a) the housing benefit; and (b) the tax reimbursement payment. Under the terms of his employment agreement, he is entitled to four weeks of paid vacation annually, and is also eligible to participate in all normal Company benefits, including the Company’s 401(k), medical, dental and life and disability insurance plans and programs in accordance with the terms of such arrangements.
Mr. Malloy’s employment term was for an initial period of three years ending January 23, 2015, at which time his employment agreement was amended to reflect a further three-year term beginning January 23, 2015, and which automatically extends for an additional year on the third anniversary of such commencement date and every anniversary thereafter, unless either party gives notice of non-extension at least 90 days prior to such anniversary.
If Mr. Malloy’s employment is terminated by the Company without cause or if Mr. Malloy resigns for good reason, Mr. Malloy will be entitled to receive: (i) an annual bonus payment, prorated for the period of his service prior to the termination date; (ii) payment of 18 months’ base salary, payable over the 18 month period following the termination date; and (iii) 18 months of continued participation in medical and life insurance benefits at active employee rates. The payment of the above shall be contingent on Mr. Malloy executing a general release of all claims against the Company. If Mr. Malloy’s employment is terminated due to his death or disability, Mr. Malloy will be entitled to receive an annual bonus payment, prorated for the period of his service prior to the termination date. Following termination of his employment for any reason, Mr. Malloy will be entitled to receive: (i) all accrued and unpaid base salary and benefits; and (ii) reimbursement for approved business expenses incurred prior to termination. Mr. Malloy is subject to confidentiality and non-disparagement covenants and, during the term of his employment and for 18 months following termination of employment, to non-competition and non-solicitation covenants.
Mr. Malloy is entitled to coverage under a directors and officers insurance policy during his employment and for six years following the termination of his employment. The Company and Mr. Malloy have entered into an Indemnification Agreement pursuant to which the Company has agreed to indemnify Mr. Malloy acting in his capacity as an officer or director in relation to any of our affairs for any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the Company other than in respect of his own fraud or dishonesty.
For purposes of each of our active NEO employment agreements, “Cause” is defined in the employment agreements generally as: (i) a willful failure to perform duties or negligent performance of such duties that has caused or can result in material injury to the Company; (ii) willful and serious misconduct that has caused or can result in material injury to the Company; (iii) a willful and material violation of a Company policy that has caused or can result in material injury to the Company; (iv) a willful and material breach of any obligations under the employment agreement; (v) a failure to timely comply with a lawful and reasonable direction or instruction of the Board; or (vi) a conviction of, or plea of guilty or nolo contendre to, a felony. Notice and cure provisions apply.


“Good Reason” is defined in the employment agreements generally as: (i) a substantial diminution of duties; (ii) a reduction in base salary; or (iii) a material breach by the Company of the employment agreement. Notice and cure provisions apply.
John R. Berger.We previously entered into an employment agreement with Mr. Berger pursuant to which he served as our Chairman and Chief Executive Officer, a member of our Board and the Chief Executive Officer of our subsidiary, Third Point Re USA through March 1, 2017. In 2017 we entered into a Chairman Agreement with Mr. Berger pursuant to which he served as Chairman of our Board until December 22, 2017, and Chief Executive Officer of our subsidiary Third Point Re USA until December 22, 2017. The term of the Chairman Agreement did not extend beyond the term of his original employment agreement with the Company. Under the Chairman Agreement, which incorporated rights and benefits under his prior employment agreement, Mr. Berger was entitled to an annual base salary of $850,000 and a target bonus percentage of 210% of his base salary. During the term of his employment and Chairmanship, he was entitled to: (i) private air travel to and from Bermuda, while his principal place of employment was Bermuda; (ii) housing allowance of $10,000 per month; and (iii) tax reimbursement for the taxes incurred with respect to: (a) the air travel benefit; (b) the housing benefit; and (c) the tax reimbursement payment, as well as four weeks of paid vacation annually. He was also eligible to participate in all normal Company benefits in accordance with the terms of such arrangements.
Mr. Berger is entitled to coverage under a directors and officers insurance policy during his employment and for six years following the termination of his employment. The Company and Mr. Berger have entered into a Director and Officer Indemnification Agreement pursuant to which the Company has agreed to indemnify Mr. Berger acting in his capacity as an officer or director in relation to any of our affairs for any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the Company other than in respect of his own fraud or dishonesty.
Share Incentive Plans
Each grant of share options and restricted shares to our NEOs is governed by our Share Incentive Plan or our Omnibus Incentive Plan and an option agreement or a restricted share agreement, which provide, among other things, the vesting provisions of the options and restricted shares and the option term.


Outstanding Equity Awards at Fiscal Year-End 2017
 Option Awards Stock Awards
NameNumber of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable(1)
Option Exercise Price ($)Option Expiration Date Number of Shares or Units of Shares that Have Not Vested (#)
Market Value of Shares or Units of Shares that Have Not Vested ($)(2)
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 ($)(2)
          
J. Robert Bredahl  
1,325,58210.001/26/2022 
24,532 (3)
359,394
441,86016.001/26/2022 
70,176(4)
1,028,078
441,86020.001/26/2022 
61,475 (5)
900,609
          
 Nicholas J. D. Campbell167,44241,86015.0512/17/2023 
3,066 (3)
44,917  
55,81413,95321.0512/17/2023   
8,772(4)
128,510
55,81413,95325.0512/17/2023   
40,984 (5)
600,416
          
Christopher S. Coleman167,44241,86010.894/1/2023 
12,266 (3)
179,697
55,81413,95316.894/1/2023 
43,860(4)
642,549
55,81413,95320.894/1/2023 
73,770(5)
1,080,731
          
Manoj K. Gupta348,83710.004/16/2022 
9,199 (3)
134,765
116,27916.004/16/2022 
26,316 (4)
385,529
116,27920.004/16/2022 
45,082(5)
660,451
          
Daniel V. Malloy976,74410.001/23/2022 
18,399 (3)
269,545
325,58116.001/23/2022 
52,632(4)
771,059
325,58120.001/23/2022 
131,148(5)
1,921,318
          
John R. Berger2,232,55810.0012/22/2021 
30,665 (3)
449,242
744,18616.0012/22/2021 
87,720(4)
1,285,098
744,18620.0012/22/2021 
61,475(5)
900,609
(1)The vesting of these options is subject to satisfaction of a service condition. The service condition will be on December 17, 2018, for Mr. Campbell and on April 1, 2018, for Mr. Coleman, subject to continued employment through such date.
(2)Market value of the shares that have not vested is based on the $14.65, per share closing price of the common shares on the NYSE on December 31, 2017.
(3)These equity awards vested on March 1, 2018, based on performance achieved as of December 31, 2017.
(4)These performance-based equity awards are not eligible to vest until March 1, 2019. These performance-based awards generally vest based on continued employment through the vesting date (except with respect to Messrs. Berger and Bredahl) and the achievement of certain financial performance measures over a three-year period ending December 31, 2018. Performance-based restricted shares that do not vest at the end of the three-year period are forfeited. Performance-based share amounts reflected in this table are based on achieving the target performance goals.
(5)These performance-based equity awards are not eligible to vest until March 1, 2020. These performance-based awards generally vest based on continued employment through the vesting date (except with respect to Messrs. Berger and Bredahl) and the achievement of certain financial performance measures over a three-year period ending December 31, 2019. Performance-based restricted shares that do not vest at the end of the three-year period are forfeited. Performance-based share amounts reflected in this table are based on achieving the target performance goals.



Option Exercises and Shares Vested
   Option Awards Share Awards
Name  
Number of Shares
Acquired on Exercise (#)
 
Value Realized on
Exercise ($)
 
Number of Shares
Acquired on Vesting (#)(1)
 Value Realized on Vesting ($) (2)
J. Robert Bredahl 
 
 29,739
 370,251
Nicholas J. D. Campbell 
 
 3,718
 46,289
Christopher S. Coleman 
 
 14,870
 185,132
Manoj K. Gupta 
 
 11,152
 138,842
Daniel V. Malloy 
 
 22,304
 277,685
John R. Berger 
 
 37,174
 462,816
(1)
Amounts reflect shares issued under our Omnibus Incentive Plan in connection with the vesting of equity-based awards on March 1, 2017.

(2)
The values reflected in this column were calculated by multiplying the number of shares that vested on March 1, 2017, by the closing price of $12.45 per Company share on the NYSE on the applicable vesting date.

Potential Payments Upon Termination or Change in Control
The information below describes and quantifies certain compensation that would have become payable to each of Messrs. Bredahl, Campbell, Coleman, Gupta and Malloy under their respective employment agreements as if the NEO’s employment had been terminated or if a change in control had occurred on December 31, 2017, given the NEO’s compensation and service levels as of such date and, where applicable, based on the fair market value of our common shares on that date. For Mr. Berger, the information below describes and quantifies the actual benefits received in connection with his resignation on December 22, 2017. These benefits set forth in the table below for our NEOs are in addition to benefits available generally to salaried employees, such as distributions under our 401(k) savings plans, disability benefits and accrued vacation benefits.
Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, our share price and the executive’s age.


Name Termination of Employment due to Death/Disability ($) Termination of Employment for Cause ($) Termination of Employment Without Cause or for Good Reason ($) 
Termination of Employment for Retirement at Retirement Age(1)
 Change in Control ($)
           
J. Robert Bredahl          
Cash Payments(2)
 3,360,000
 
 4,560,000
 
 
Acceleration of Vesting of Option Awards 
 
 
 
 
Acceleration of Vesting of Performance-Based Restricted Share Awards(4)
 
 
 
 
 1,333,672
Other Benefits(5)
 
 
 75,456
 
 
           
Nicholas J. D. Campbell          
Cash Payments (2)
 1,250,000
 
 1,490,000
 
 
Acceleration of Vesting of Option Awards 
 
 
 
 
Acceleration of Vesting of Performance-Based Restricted Share Awards(4)
 
 
 
 
 506,189
Other Benefits (5)
 
 
 19,571
 
 
           
Christopher S. Coleman          
Cash Payments(2)
 1,575,000
 
 2,325,000
 
 
Acceleration of Vesting of Option Awards(3)
 157,394
 
 157,394
 
 157,394
Acceleration of Vesting of Performance-Based Restricted Share Awards(4)
 
 
 
 
 1,148,990
Other Benefits(5)
 
 
 70,028
 
 
           
Manoj K. Gupta          
Cash Payments(2)
 1,575,000
 
 2,325,000
 
 
Acceleration of Vesting of Option Awards 
 
 
 
 
Acceleration of Vesting of Performance-Based Restricted Share Awards(4)
 
 
 
 
 724,706
Other Benefits(5)
 
 
 50,766
 
 
           
Daniel V. Malloy          
Cash Payments (2)
 2,725,000
 
 3,775,000
 
 
Acceleration of Vesting of Option Awards 
 
 
 
 
Acceleration of Vesting of Performance-Based Restricted Share Awards(4)
 
 
 
 
 1,867,244
Other Benefits (5)
 
 
 71,828
 
 
           
(1)None of the NEOs were eligible for retirement on December 31, 2017.
(2)Includes base salary continuation for the applicable severance period and prorated annual cash bonus, as applicable, as described below under “Severance Payments”. Because the assumed termination date is December 31, 2017, the full bonus amount is reflected.
(3)Equals the excess, if any, of $14.65 the closing price of our shares on the NYSE on December 31, 2017, over the exercise price of the accelerated options. Because the assumed termination date is December 31, 2017, in the event of a termination without cause or for good reason, there is no pro-ration and the full amount of options that vest on the second vesting date after termination, if any, are accelerated. See “Accelerated Vesting of Equity Awards on Certain Terminations of Employment or a Change in Control - Options” below.
(4)No performance-based restricted shares vest upon termination of employment as of December 31, 2017. In the event of a change in control, assumes 43% of the outstanding target number of performance shares granted in 2015, 34% of the outstanding target number of performance shares granted in 2016 and 70% of the outstanding target number of performance shares granted in 2017 would vest, based on URR performance through December 31, 2017. The number of assumed vested shares have been multiplied by $14.65, the closing price on the NYSE of our shares on December 31, 2017. See “Accelerated Vesting of Equity Awards on Certain Terminations of Employment or a Change in Control-Performance-Based Restricted Shares” below.
(5)Reflects the cost to us of continued participation in medical and life insurance benefits over the severance period. See “Severance Payments” below.



Mr. Berger’s Separation Benefits
Effective March 1, 2017, Mr. Berger stepped down as our Chief Executive Officer and was appointed to serve as Chairman of our Board pursuant to the Chairman Agreement, and on August 3, 2017, Mr. Berger stepped down as Chief Executive Officer of Third Point Re USA. On December 22, 2017, Mr. Berger stepped down from our Board at the end of the term of his Chairman Agreement. In connection with his separation from service on December 22, 2017, pursuant to the Chairman Agreement, his outstanding vested options to purchase Company shares will remain exercisable until their normal expiration date. In addition, the vesting of his outstanding unvested performance shares will be based solely on satisfaction of the applicable performance goals without regard for his continued service. As of December 31, 2017, the estimated value of his unvested performance shares subject to continued vesting following his separation is $1,510,411, which is calculated as the assumed number of vested shares based on URR performance through December 31, 2017, multiplied by $14.65, the closing price on the NYSE of our shares on December 31, 2017. Mr. Berger was not entitled to cash severance in connection with his separation from employment or the Board, although he did remain eligible to participate in our 2017 bonus program.
Severance Payments
As noted above (see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2017 Table”), the employment agreements for each of our NEOs, other than Mr. Berger, provide for severance payments and benefits on specified termination events. Any such severance is subject to the NEO’s execution and non-revocation of a release of claims against us. Each employment agreement includes definitions of “cause” and “good reason”.
Pursuant to the terms of their employment agreements as in effect on December 31, 2017, and subject to their execution of a general release of claims, if an NEO’s employment is terminated by the Company without cause or the NEO resigns for good reason, the NEO will be entitled to receive: (i) an annual bonus payment, prorated for the period of his service prior to the termination date; (ii) payment of 18 months’ base salary, payable over the 18 month period following the termination date (and in the case of Mr. Campbell, six months, payable over the six month period following the termination date); and (iii) 18 months of continued participation in medical and life insurance benefits at active employee rates (and in the case of Mr. Campbell, six months of continued participation in medical and life insurance benefits at active employee rates). For the NEOs other than Mr. Bredahl, if the NEO’s employment is terminated due to death or disability, then the NEO will be entitled to receive an annual bonus payment, prorated for the period of his service prior to the termination date. Pursuant to his employment agreement, if Mr. Bredahl is terminated by the Company without cause or if he resigns for good reason, he will not receive a pro-rated bonus. He will, however, receive an additional payment in an amount equal to his target annual cash bonus for the fiscal year in which the termination date occurs. Like other employees generally, following termination of employment for any reason, each NEO is entitled to receive: (i) all accrued and unpaid base salary and benefits; and (ii) reimbursement for approved business expenses incurred prior to termination.
Accelerated Vesting of Equity Awards on Certain Terminations of Employment or a Change in Control - Options
Pursuant to the terms of the active NEOs’ Option Agreements, treatment of options upon a termination of employment is as follows:
Termination due to death or disability: Options that would have become exercisable on the vesting date immediately following the date of termination (measuring achievement of the capital condition as of the date of termination) become vested on termination; all vested options are exercisable until the earlier to occur of: (i) the first anniversary of termination; or (ii) the options’ normal expiration date.
Termination without cause or for good reason: Options that would have become exercisable on: (i) the vesting date immediately following the date of termination become exercisable immediately; and (ii) the options that would have become exercisable on the second vesting date following termination become exercisable on a pro rata basis, with the number of options that vest on termination determined by multiplying the total number of options scheduled to vest on the second vesting date by a ratio, the numerator of which is the number of days in the applicable vesting period


that occur prior to the first anniversary of the date of termination and denominator of which is 365. Any remaining unvested options will be canceled immediately. Vested options are exercisable until the earlier to occur of: (i) the first anniversary of termination (other than for Messrs. Berger and Bredahl); or (ii) the options’ normal expiration date.
Termination for cause: All options vested as of the termination date remain exercisable for three months following the termination date or, if earlier, until the options’ normal expiration date; unvested options terminate and are canceled immediately.
Termination for any other reason: Any unvested options are canceled immediately. Vested options are exercisable until the earlier to occur of: (i) ninety (90) days following termination (except with respect to Mr. Berger); (ii) the options’ normal expiration date; or (iii) by mutual agreement.
In addition, in the event we undergo a change in control, each option for which the performance conditions have been satisfied as of immediately prior to the change in control (regardless of whether the service condition has been met) will be canceled in exchange for a payment equal to the excess, if any, of the consideration received by us for a common share in the transaction over the exercise price of the option, and all other options will be immediately canceled for no consideration.
Accelerated Vesting of Equity Awards on Certain Terminations of Employment or a Change in Control - Performance-Based Restricted Shares
Pursuant to the terms of the NEOs’ Performance-Based Restricted Share Award Agreements, treatment of performance-based restricted shares is as follows:
Termination due to death or disability: Performance-based restricted shares are deemed vested to the extent that the shares would have vested any time prior to the first anniversary following the date of termination, had the NEO continued service through such anniversary, subject to the achievement of the performance goals; any remaining unvested performance-based shares are forfeited and canceled at the time of termination.
Retirement: Performance-based restricted shares are deemed vested to the extent that the performance-based shares would have vested at the normal vesting date had the NEO continued his service until such date, subject to achievement of the performance goals; any remaining unvested performance-based shares are forfeited and canceled at the time of termination.
Termination for cause: All outstanding performance-based restricted shares, whether vested or unvested, are forfeited and canceled at the time of termination.
Termination for any other reason: For NEOs other than Messrs. Berger and Bredahl, all unvested performance-based restricted shares are forfeited and canceled. For Mr. Berger, in connection with his separation from service, his performance-based restricted shares will continue to vest solely on satisfaction of applicable performance goals as if his service has continued through the vesting date. For Mr. Bredahl, upon a termination without cause or by Mr. Bredahl for good reason, his performance shares will remain outstanding through the scheduled vesting dates and will vest pro rata through the termination date and/or be forfeited based solely on satisfaction of the applicable performance goals without regard to his continued service. In addition, in the event we undergo a change in control, then the performance-based restricted shares shall vest immediately prior to the change in control to the extent of the number of performance-based restricted shares that would vest based on achievement of the performance goals determined based on performance achieved through the end of the fiscal quarter ending immediately prior to the change in control, and any remaining unvested performance-based restricted shares shall be forfeited and canceled effective immediately prior to the change in control.


Performance-based restricted shares granted in 2018 are subject to double-trigger vesting. These awards will not vest or become payable upon a change in control unless there is a termination of employment without cause or for good


reason during the period beginning 90 days prior to the change in control and ending 24 months following the change in control.

Compensation of Directors for Fiscal Year 2017

On November 6, 2013, we adopted a Director Compensation Policy that was subsequently amended and restated on May 5, 2015 and May 3, 2017. It provides that each independent director will receive annual compensation under their Director Services Agreements of $200,000 (or $235,000, in the case of the Chairman of the Audit Committee of the Board, Mr. Parkin, and $250,000 in the case of the Chairman of the Compensation Committee, Mr. Fass), payable 50% in cash and 50% in restricted shares of the Company. The cash portion of the retainer is paid in equal, quarterly installments, and is pro-rated for partial years of Board service. Restricted share grants are made on or around the date of the annual meeting of shareholders, with the number of shares being calculated based on the fair market value of a common share of the Company on the date of grant. Restricted share grants are also pro-rated for partial years of Board service, with the grant typically being made on the date that the director begins his or her Board service. All restricted share grants are made under the Omnibus Incentive Plan and the applicable award agreements entered into between the Company and the director, including vesting and forfeiture provisions. The restricted shares vest quarterly, subject to the director’s continued Board service through each vesting date.
Our directors who are not independent (including those who are our employees) do not receive compensation for serving as members of our Board. Because we only pay compensation to independent directors, Messrs. Collins, Berger and Targoff were not compensated for their services as directors and were omitted from the table below. However, all directors are reimbursed for reasonable expenses incurred in attending meetings and carrying out duties as Board and Committee members, including attendance at educational seminars and other expenses directly related to the Company’s business.
Name Fees earned or paid in cash ($) 
Restricted Share Awards (1) (2) ($)
 Option Awards ($) Total ($)
Steven E. Fass 125,000
 125,000
 
(3) 
250,000
Mary R. Hennessy 100,000
 100,000
 
(4) 
200,000
Rafe de la Gueronniere 100,000
 100,000
  200,000
Neil McConachie 5,479
(5) 

  5,479
Mark Parkin 117,500
 117,500
  235,000
Gary D. Walters (former Director) 34,042
(6) 

  34,042


(1)
The restricted shares were awarded to the independent directors on May 3, 2017, under our Omnibus Incentive Plan and vested on each of the following dates July 31, 2017, October 31, 2017, January 31, 2018, and April 30, 2018.
.
(2)The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated forfeitures. The fair value was determined using the methodology and assumptions set forth in Note 16, “Share-Based Compensation,” to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017, which are hereby incorporated herein by reference.
(3)As of December 31, 2017, Mr. Fass held vested and outstanding options to purchase 25,424 shares. Of these options, 15,254 had an exercise price of $10.00, 5,085 had an exercise price of $16.00 and 5,085 had an exercise price of $20.00.
(4)As of December 31, 2017, Ms. Hennessy held vested and outstanding options to purchase 25,424 shares. Of these options, 15,254 had an exercise price of $10.00, 5,085 had an exercise price of $16.00 and 5,085 had an exercise price of $20.00.
(5)Reflects pro-rated fees earned for December 12, 2017, to December 31, 2017.
(6)Reflects pro-rated fees earned for January 1, 2017, to May 3, 2017.

Compensation Risk Assessment

In fiscal year 2017 the Compensation Committee assessed our compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. Based on its assessment, the Compensation Committee concluded that the Company’s compensation policies and practices, in conjunction with the Company’s existing processes and controls, do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company.
CEO Pay Ratio - 9.1 to 1.0

We believe our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our non-executive employees. To identify our median employee we calculated an estimate of the annual total compensation for fiscal year 2017 of each of our employees employed as of December 31, 2017, in the same manner as the “Total Compensation” shown for our NEOs in the “Summary Compensation Table”, using the following elements:
salary received in fiscal year 2017
annual incentive payment received for performance in fiscal year 2017
grant date fair value of long term incentive awards granted in fiscal year 2017
Company-paid contributions to retirement plans made during fiscal year 2017
Company-paid personal tax preparation cost
Company-paid tax reimbursements during fiscal year 2017
Company-paid transportation and housing during fiscal year 2017
We determined the compensation of our median employee by: (i) calculating the annual total compensation described above for each of our employees; (ii) ranking the annual total compensation of all employees except for our CEO from lowest to highest (a list of 24 employees); and (iii) selecting the median employee based on the total compensation elements described above. Because we have an even number of employees, we have two median employees and have calculated the median of the annual total compensation of all employees of our Company (other than our CEO) based on the average annual total compensation of the two median employees (“Median Employee”).


During 2017 we had more than one CEO. For purposes of our CEO pay ratio, we have calculated the pay ratio based solely on the annual total compensation of Mr. Bredahl, who was serving as our CEO on December 31, 2017, the date we have selected to identify our Median Employee.
For 2017, our last completed fiscal year:
the thirteenth employee’s annual total compensation was $580,335; and
the annual total compensation of our CEO, as reported in the “Summary Compensation Table” included elsewhere in this Proxy Statement, was $5,283,349.
Based on this information, for 2017 the reasonable estimated ratio of the annual total compensation of Mr. Bredahl, our CEO, to the median of the annual total compensation of all employees, calculated in a manner consistent with Item 402(u) of Regulation S-K, was 9.1 to 1.
BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON SHARES
The following table indicates information as of the date of this Proxy Statement regarding the beneficial ownership of the Company’s common shares by:
each person, or group of persons, who is known to beneficially own more than 5% of any class of the Company’s common shares based on information contained in Schedules 13G;
each of the Company’s directors;
each of the NEOs; and
all of the Company’s directors and executive officers as a group.

The amounts and percentages owned are reported on the basis of the SEC’s rules governing the determination of beneficial ownership of securities. The SEC’s rules generally attribute beneficial ownership of securities to each person who possesses, either solely or shared with others, the voting power or investment power, which includes the power to dispose of those securities. The rules also treat as issued and outstanding all shares that a person would receive upon exercise of share options or warrants held by that person that are immediately exercisable or exercisable within 60 days. These shares are deemed to be outstanding and to be beneficially owned by the person holding those options for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person, but they are not treated as issued and outstanding for the purpose of computing the percentage ownership of any other person. Under these rules, one or more persons may be a deemed beneficial owner of the same securities and a person may be deemed a beneficial owner of securities to which such person has no economic interest. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all common shares shown as beneficially owned by them, subject to applicable community property laws.

Information with respect to beneficial ownership has been furnished below for each director, executive officer, or beneficial owner of more than 5% of the Company’s common shares (based solely on filings made under Section 13(d) and Section 13(g) of the Securities Exchange Act of 1934, as of March 2, 2018). Except as otherwise noted below, the address for each person listed on the table is c/o Third Point Reinsurance Ltd., Point House, 3 Waterloo Lane, Pembroke HM 08, Bermuda.


 Shares Beneficially Owned
Name and Address
Number of
Shares
Percentage
of Class(1)
5% Shareholders  
KIA TP Holdings, L.P.(2)
12,312,368
11.89%
KEP TP Holdings, L.P.(2)
12,312,368
11.89%
Daniel S. Loeb(3)
9,681,451
9.35%
BlackRock, Inc.(4)

10,935,594
10.56%
Vanguard Group Inc.(4)
8,481,125
8.19%
   
   
Directors and Named Executive Officers 
 
John R. Berger(5)
4,612,560
4.46%
Steven E. Fass(6)
168,627
*
Rafe de la Gueronniere37,130
*
Mary R. Hennessy(6)
62,554
*
Neil McConachie61,854
*
Mark Parkin43,628
*
Joshua L. Targoff149,991
*
J. Robert Bredahl(7)
3,308,692
3.20%
Nicholas J. D. Campbell(8)
392,515
*
Christopher S. Coleman(9)
551,033
*
Manoj K. Gupta(10)
748,271
*
Daniel V. Malloy(11)
2,157,336
2.08%
All executive officers and directors as a group (16 individuals)(12)
12,528,124
12.10%
*    Represents beneficial ownership of less than 1%.
(1)Based on an aggregate of 103,520,817 common shares (including restricted shares) issued and outstanding as of March 2, 2018.
(2)
The aggregate number of common shares beneficially owned includes 8,466,934 common shares held of record by KIA TP Holdings, L.P. (KIA TP) and 1,533,066 common shares held of record by KEP TP Holdings, L.P. (KEP TP). KIA TP and KEP TP also own warrants to purchase 1,957,867 and 354,501 common shares, respectively. The warrants are currently fully exercisable, and will expire on December 22, 2021. Kelso GP VIII (Cayman) Ltd. (GP VIII LTD) is the general partner of Kelso GP VIII (Cayman), L.P. (GP VIII LP, and, together with GP VIII LTD and KIA TP, the KIA Entities). GP VIII LP is the general partner of KIA TP. KEP VI (Cayman) GP Ltd. (KEP VI GP LTD”, and, together with KEP TP, the KEP Entities) is the general partner of KEP TP. The KIA Entities and the KEP Entities, due to their common control, could be deemed to beneficially own each of the other’s securities. Each of the KIA Entities and the KEP Entities disclaims such beneficial ownership and this report shall not be deemed an admission of beneficial ownership of such securities for any purpose. Each of the KIA Entities, due to their common control, could be deemed to beneficially own each other’s securities. GP VIII LTD disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LP and KIA TP, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. GP VIII LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LTD and KIA TP, except, in the case of KIA TP, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. KIA TP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VIII LTD and GP VIII LP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. Each of the KEP Entities, due to their common control, could be deemed to beneficially own each other’s securities. KEP VI GP LTD disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP TP, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. KEP TP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP VI GP LTD, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. Frank T. Nickell, Thomas R. Wall, IV, George E.


Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim and Henry Mannix, III (the Kelso Individuals) may be deemed to share beneficial ownership of securities owned of record or beneficially owned by GP VIII LTD, GP VIII LP, KIA TP, KEP VI GP LTD, and KEP TP, by virtue of their status as directors of GP VIII LTD and KEP VI GP LTD, but disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of the Kelso Individuals are the beneficial owner of these securities for any purpose.
(3)Of these shares, the 2010 Loeb Family Trust owns 300,000 common shares, Third Point Advisors LLC owns 1,000,000 common shares, Third Point Opportunities Master Fund L.P. owns 1,200,000 common shares and the 2011 Loeb Family GST Trust owns 5,916,175 common shares. Mr. Loeb has sole voting and dispositive power over the shares held by the 2010 Loeb Family Trust, Third Point Advisors LLC, the 2011 Loeb Family GST Trust and Third Point Opportunities Master Fund L.P.  Mr. Loeb disclaims beneficial ownership of such common shares except to the extent of his pecuniary interest therein, if any. Mr. Loeb’s address is c/o Third Point, LLC, 390 Park Avenue, 18th Floor, New York, NY.
(4)Amounts indicated are based on Schedule 13G filings; in the case of BlackRock, Inc., made on February 1, 2018, and in the case of Vanguard Group Inc., made on February 9, 2018, in each case as of December 31, 2017.
(5)Includes options to purchase 3,720,930 common shares and 167,838 common shares. Also includes 500,000 common shares held by JVC52, LLC which is a Delaware limited liability company. Mrs. Nathalie Berger, Mr. Berger’s wife, controls JVC52, LLC. Mr. Berger disclaims any beneficial ownership of these shares except to the extent of his pecuniary interests therein, if any. Includes 223,792 restricted shares granted under the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan that vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. The number of shares that may be retained upon vesting will vary based on the level of achievement of the performance goals. All 223,792 restricted shares would vest if the maximum performance level is achieved (149,195 would vest at target and 0 at threshold).
(6)Includes options to purchase 25,424 common shares.
(7)Includes options to purchase 2,209,302 common shares and 194,270 common shares. Includes 357,620 restricted shares granted under the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan that vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. All 357,620 restricted shares would vest if the maximum performance level is achieved (238,414 would vest at target and 0 at threshold). Also includes 547,500 of our common shares which are pledged as security; 200,000 of these common shares are held by the J. Robert Bredahl Irrevocable Insurance Trust. Mrs. Kimberly J. Bredahl, Mr. Bredahl’s wife, is the trustee of the J. Robert Bredahl Irrevocable Insurance Trust. Mr. Bredahl disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
(8)Includes options to purchase 279,070 common shares and 6,784 common shares. Includes 106,661 restricted shares granted under the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan that vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. The number of shares that may be retained upon vesting will vary based on the level of achievement of the performance goals. All 106,661 restricted shares would vest if the maximum performance level is achieved (71,108 would vest at target and 0 at threshold).
(9)Includes options to purchase 279,070 common shares and 42,136 common shares. Includes 229,827 restricted shares granted under the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan that vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. The number of shares that may be retained upon vesting will vary based on the level of achievement of the performance goals. All 229,827 restricted shares would vest if the maximum performance level is achieved (153,218 would vest at target and 0 at threshold). Also includes 9,000 common shares held by Mr. Coleman’s wife. Mr. Coleman disclaims beneficial ownership of the shares held by his wife.
(10)Includes options to purchase 581,395 common shares and 17,074 common shares. Includes 149,802 restricted shares granted under the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan that vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. The number of shares that may be retained upon vesting will vary based on the level of achievement of the performance goals. All 149,802 restricted shares would vest if the maximum performance level is achieved (99,868 would vest at target and 0 at threshold).
(11)Includes options to purchase 1,627,906 common shares and 189,703 common shares. Includes 339,727 restricted shares granted under the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan that vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. The number of shares that may be retained upon vesting will vary based on the level of achievement of the performance goals. All 339,727 restricted shares would vest if the maximum performance level is achieved (226,485 would vest at target and 0 at threshold).


(12)Consists of options to purchase 8,748,521 common shares and 3,779,603 common shares (including 1,629,991 restricted shares subject to vesting) that are held by such executive officers and directors as a group.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies and Procedures for Related Person Transactions

The Company has adopted a Related Person Transactions Policy pursuant to which our executive officers, directors and principal shareholders, including their immediate family members, are not permitted to enter into a related person transaction with us without the consent of our Audit Committee, another independent Committee of our Board or the full Board. Any request for us to enter into a transaction with an executive officer, director, principal shareholder or any of such persons’ immediate family members, in which the amount involved exceeds $120,000, is required to be presented to our Audit Committee for review, consideration and approval. All of our directors, executive officers and employees are required to report to our Audit Committee any such related person transaction. In approving or rejecting the proposed transaction, our Audit Committee takes into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction and, if applicable, the impact on a director’s independence. Under the policy, if we should discover related person transactions that have not been approved, our Audit Committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction. A copy of our Related Person Transactions Policy is available on our website at: www.thirdpointre.com/investors/corporate-governance/governance-documents.
Related Person Transactions

The following is a description of certain relationships and transactions that existed or that we have entered into with our directors, major shareholders and certain other related persons since the beginning of 2015, as well as certain other transactions.
On December 22, 2011, we entered into an investment management agreement with Third Point LLC, Third Point Re BDA, and Third Point Advisors LLC (“TP GP”) (Third Point Re BDA and TP GP, together with any other party admitted in the future as a participant, the “Participants” and each a “Participant”) pursuant to which the parties created a joint venture (as the context requires, the “Joint Venture”) whereby Third Point LLC manages the assets of Third Point Re BDA and TP GP as well as any of our subsidiaries’ assets, if any, in accordance with the terms and subject to the conditions set forth in the investment management agreement, except as described below.
On January 28, 2015, we entered into another investment management agreement with Third Point LLC, Third Point Re USA and TP GP pursuant to which the parties created a separate managed account (as the context requires, the “Joint Venture”) whereby Third Point LLC manages the assets of Third Point Re USA and TP GP under substantially the same terms and conditions as our existing investment management agreement for Third Point Re BDA.
In June 2016, Third Point Re, Third Point Re BDA, TPRUSA and Third Point Re USA entered into amended and restated Joint Venture and Investment Management Agreements (the “Agreements” and each an “Agreement”) with Third Point LLC and TP GP for an additional five-year term, effective on December 22, 2016, the end of the term of the previous agreements.
Term
Each Agreement has a term ending on December 22, 2021, subject to automatic renewal for additional successive three-year terms unless a party notifies the other parties in writing on or before the June 22nd prior to the end of a term that it wishes to terminate such Agreement at the end of such term.
Performance Allocation
Under each Agreement, the Joint Venture has established one or more capital accounts to which capital contributions, withdrawals, net profit and net loss will be allocated in respect of each Participant. At the end of each fiscal year, the performance allocation (equal to 20% of the net profit allocable to the capital account of each Participant) will be


reallocated to the capital account of TP GP from the capital account of each other Participant, provided that a performance allocation will not be made with respect to such capital account until such capital account has recouped the amount of any unrecouped net capital loss in its loss recovery account (as described below). If a Participant withdraws all or a portion of its capital account other than at the end of a fiscal year, the performance allocation accrued and attributable to the portion withdrawn will be debited against such Participant’s capital account and credited to TP GP’s capital account at the time of withdrawal.
Under each Agreement, Third Point LLC is required to maintain a loss recovery account in respect of each Participant. Thereafter, for any fiscal year, the loss recovery account balance shall be the sum of all prior year net loss amounts allocated to the Participant and not subsequently offset by prior year net profit amounts allocated to such Participant, provided that the loss recovery account balance shall be reduced proportionately to reflect any withdrawals made by such Participant. TP GP may waive or reduce the performance allocation, in its sole discretion. Third Point LLC and TP GP may elect, at the beginning of each fiscal year, to restructure the performance allocation as a performance fee to Third Point LLC with the same terms as the performance allocation.
Management Fee
Pursuant to the amended and restated Agreements, Third Point LLC is entitled to receive a monthly payment in advance by each Participant (other than TP GP) that is equal to (i) 0.125% (1.5% annualized) of the capital account of such Participant (before accounting for any accrual of the performance allocation described in such Agreement). Pursuant to initial agreements, up to December 22, 2016, the date the initial agreements expired, Third Point LLC was entitled to receive a monthly payment in advance by each Participant (other than TP GP) that was equal to (i) 0.1667% (2.0% annualized) of the capital account of such Participant (before accounting for any accrual of the performance allocation described in such Agreement) minus (ii) the aggregate amount of Founders payments paid for such month pursuant to the Founders Agreement, in each case pro-rated for intra-month withdrawals or contributions.
Most Favored Nation
In the event that Third Point LLC agrees terms with any existing or future investor wherein the asset-based fee or performance based compensation is equal to or more favorable to such investor, Third Point Re BDA and Third Point Re USA, will have the right to receive the benefit of such terms (provided it agrees to be bound by all the terms and conditions associated with such equal or more favorable terms).
Investment Guidelines
Under each Agreement, Third Point LLC is required to adhere to the following investment guidelines:
Composition of Investments: At least 60% of the investment portfolio will be held in debt or equity securities (including swaps) of publicly traded companies (or their subsidiaries) and governments of the OECD high income countries, asset-backed securities, cash, cash equivalents and gold and other precious metals.  Except with the prior written consent of the Investment and Finance Committee, none of the assets in the investment portfolio will be held in illiquid investments traditionally considered “venture capital” or private equity investments. In addition, no investments in third party managed funds or other investment vehicles will be made without the consent of the Investment and Finance Committee.
Concentration of Investments: Other than cash, cash equivalents and United States government obligations, no single investment in the investment portfolio will constitute more than 15% of the portfolio.
Liquidity: Assets will be invested in such fashion that Third Point Re BDA and Third Point Re USA have a reasonable expectation that it can meet any of its liabilities as they become due.  We review the liquidity of the portfolio on a periodic basis.
Net Exposure Limits: The net position (long positions less short positions) may not exceed 1.5 times net asset value for more than 10 trading days in any 30-trading day period.
Upon written request of Third Point LLC, our senior management may, in exigent circumstances, permit a variation from these guidelines.


Termination
We may terminate either Agreement upon the death, long-term disability or retirement of Daniel S. Loeb, or the occurrence of other circumstances in which Mr. Loeb is no longer directing the investment program of Third Point LLC or actively involved in the day-to-day management of Third Point LLC.
We may withdraw as participants under the Agreements prior to the expiration of the Agreements’ term at any time following the occurrence of a “Cause Event”, which is defined as:
a material violation of applicable law relating to Third Point LLC’s investment related business;
Third Point LLC’s fraud, gross negligence, willful misconduct or reckless disregard of its obligations under the Agreement;
a material breach by Third Point LLC of our investment guidelines or any other material breach of the Agreement, which, in either case, if such breach is reasonably capable of being cured, is not cured within a 15-day period;
a conviction or, a plea of guilty or nolo contendere to a felony or a crime affecting the investment related business of Third Point LLC by certain senior officers of Third Point LLC;
any act of fraud, material misappropriation, material dishonesty, embezzlement, or similar conduct relating to Third Point LLC’s investment related business; or
a formal administrative or other legal proceeding before the SEC, the CFTC, the FINRA, or any other U.S. or non-U.S. regulatory or self-regulatory organization against Third Point LLC; or certain key personnel which would likely have a material adverse effect on us.
In addition, we may withdraw as a participant under the investment management agreements prior to the expiration of their term if the net investment performance of Third Point LLC has (a) (i) incurred a loss in two successive calendar years and (ii) underperformed the S&P 500 Index by at least 10 percentage points for such two successive calendar years, taken as a whole, or (b) (i) incurred a cumulative loss of 10% or more during any 24-month period and (ii) underperformed the S&P 500 Index by at least 15 percentage points for such 24-month period. We may not withdraw or terminate the Agreements on the basis of performance other than as provided above.
The following table sets forth management fees and performance fees incurred for the years ended December 31, 2017, 2016 and 2015:  
 2017 2016 2015
 ($ in thousands)
Management fees - Third Point LLC$36,733
 $7,110
 $6,362
Management fees - Founders (1)

 35,321
 36,053
Performance fees - Third Point Advisors LLC (before loss carryforward)93,978
 17,276
 7,061
Performance fees - loss carryforward
 
 (6,199)
 $130,711
 $59,707
 $43,277
(1) KEP TP Bermuda Ltd., KIA TP Bermuda Ltd., Pine Brook LVR, L.P., P RE Opportunities Ltd. and Dowling Capital Partners I, L.P., collectively the “Founders”, received a share of the management fees in proportion to their initial investments in Third Point Re until December 22, 2016.

Founders Agreement

Each of the Lead Investors, Dowling and PROL (or in each case, one of their affiliates) entered into a founders agreement dated December 22, 2011 with Third Point Re, which was amended and restated on February 26, 2015, to add Third Point Re USA as a party (as amended and restated, the “Founders Agreement”), pursuant to which Kelso, Pine Brook, PROL and Dowling (or its applicable affiliate) are entitled to receive in the aggregate, directly from each of Third Point Re and, Third Point LLC and, following the amendment and restatement of the Founders Agreement, Third Point Re USA, an annual founders payment (payable in cash monthly in advance) equal to 1.7% of the value of such participant’s capital account (the “Founders Payment”). The portion of the Founders Payment payable to each such party is proportionate based on its (or its affiliates’) respective investment in us accruing as of the beginning of each


month, (the portion of the Founders Payment received by each such party, as applicable, the “Individual Founders Payment”). The right to receive the Individual Founders Payment is not transferable by any such party (other than to its affiliates). The right to receive the Founders Payment may be forfeited in certain circumstances. The final Founders Payment was made in January 2017.
In the event that Third Point LLC or an affiliate of Third Point LLC is no longer managing the assets of Third Point Re or Third Point Re USA through the Accounts or otherwise, then for so long as Daniel S. Loeb still holds interests in Third Point Re or Third Point Re USA, Daniel S. Loeb shall have the right to participate pro-rata with the parties to the Founders Agreement in proportion to his interests in Third Point Re in any fee arrangement entered into between the parties to the Founders Agreement and any investment manager.
Registration Rights Agreement

On December 22, 2011, certain of our shareholders executed and delivered the registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, we agreed to grant (A) each Founder at any time after the earlier of a Qualified IPO (as defined in the Registration Rights Agreement) and the third anniversary of the execution of the Registration Rights Agreement, the right to request that we effect the registration under the Securities Act of all or a portion of such Founder’s securities and (B) PROL at any time after a Qualified IPO, a one-time right to request that we effect the registration under the Securities Act of all or a portion of PROL’s securities that constitute “Registrable Securities” (as defined in the Registration Rights Agreement), in each of case (A) and (B) subject to limitations on the number and timing of demand registrations and the other restrictions and cutback provisions contained in the Registration Rights Agreement. The Founders of PROL can currently exercise their demand rights at any time.
In addition, pursuant to the Registration Rights Agreement, we have granted all shareholders of “Registrable Securities” “piggyback” rights to include securities in a registration statement filed by us with the SEC under the Securities Act, subject to the restrictions and cutback provisions and other customary limitations contained in the Registration Rights Agreement.
In connection with the registration of our equity securities under the Securities Act, the investors party to the Registration Rights Agreement agree (in the case of Pine Brook, Kelso and Daniel S. Loeb), if requested by the managing underwriter) not to effect any sale or distribution or to request registration of any securities within 7 days prior and 90 days following (unless advised by the managing underwriter that a longer period, not to exceed 180 days, is required, or for such shorter period as the managing underwriter may agree) the effective date of the registration statement relating to such registration.
Lead Investors, and PROL and Dowling Warrants
On December 22, 2011, we issued the Lead Investors, PROL and Dowling (pro rata according to the proportion that their respective contributions to our initial capitalization represent to the total share of our initial capitalization by the Lead Investors and PROL) warrants representing the right to purchase up to 4,069,768 of our common shares, exercisable at $10.00 per share (the “Warrants”). The number of our common shares that each holder of the Warrants is entitled to receive corresponds to the aggregate amount of equity we raise in certain equity issuance transactions, including our initial public offering in August 2013. After giving effect to our initial public offering, the maximum number of common shares represented by the Warrants became issuable to the Lead Investors, PROL and Dowling.
The Warrants (subject in certain cases to earlier expiration) expire on the tenth anniversary of the issuance of the Warrants. All Warrants are entitled to customary anti-dilution protections (including in respect of dividends).
Trademark License Agreements

On December 22, 2011, Third Point LLC entered into trademark license agreements (each, a “TLA”) with each of Third Point Re BDA and the Company, respectively, pursuant to which Third Point LLC licensed to each of Third Point Re BDA and the Company, on a royalty free non-exclusive basis the name “Third Point”, the trade mark “Third


Point” and the “Third Point” logo (collectively, the “Licensed Marks”) to be used in connection with their respective businesses. In addition to customary termination rights for the benefit of Third Point LLC, Third Point LLC has the right to terminate each TLA upon written notice to Third Point Re or the Company, as the case may be, in the event the Investment Management Agreements are terminated. The TLA provides that, for so long as Third Point LLC acts as the investment manager for the Account, Third Point LLC may not license the Licensed Marks to any entity, the principal business of which is reinsurance, without the prior written consent of the licensee.
On February 17, 2016, Third Point Re USA entered into a Joinder Agreement with Third Point LLC, and TPRUSA to extend the rights of the TLA to each of TPRUSA and Third Point Re USA.
Closing Letter Agreement

On December 22, 2011, Third Point LLC, Kelso, Pine Brook, TP GP and the Company entered into a letter agreement (the “Closing Letter Agreement”) setting forth certain covenants of Third Point LLC and the Company and certain indemnification arrangements as further described below.
Pursuant to the Closing Letter Agreement, Third Point LLC agreed not to manage more than a specified percentage of the assets of any offshore reinsurance company (other than Third Point Re BDA), the principal business of which is property and casualty reinsurance, without the prior written consent of each of the Lead Investors (not to be unreasonably withheld), with certain exceptions for investments by any such reinsurance company of its assets in any Managed Account.
In addition, Third Point LLC agreed that it will not raise incremental capital in its existing funds or any newly-created funds or vehicles that pursue the same investment strategy as that of Third Point Re BDA, to the extent that as a result of such incremental capital, the assets of Third Point Re BDA managed by Third Point LLC will be less than a specified percentage of the aggregate assets in Third Point Re and in such previously-described funds or vehicles to be reduced, prior to a Qualified IPO (as defined therein), pro-rata if less than $1 billion of equity capital is raised in the offering.
We have agreed that, from the date of the Closing Letter Agreement and until the Investment Management Agreements are terminated, we shall cause each of our direct and indirect subsidiaries to (i) become a participant for purposes of the Investment Management Agreements or (ii) enter with Third Point LLC into an agreement similar to the Investment Management Agreements pursuant to which Third Point LLC will act as Third Point LLC in respect of a percentage of such subsidiary’s investable assets equal to the percentage of investable assets invested by Third Point Re BDA in the Accounts.
Third Point LLC also agreed that, if at the time of an initial public offering, it was acting as the investment manager for the Accounts, it would cause its hedge funds not to be available for investment during the pendency of such offering.
Indemnification Agreements

We have agreed to indemnify and hold harmless the Founders and each of their respective affiliates, and the respective shareholders, members, managers, directors, officers, partners and employees, and agents of each Founder and/or its affiliates from and against, and shall reimburse each indemnified person for, any and all losses that at any time are imposed on, incurred by, and/or asserted against such indemnified person arising out of, relating to, and/or in connection with, the Agreement Among Members, we and/or our assets, business, and/or affairs; provided that such indemnified Person will not be entitled to indemnification for any losses to the extent it is determined by a final and binding judgment of a court of competent jurisdiction that such losses arise out of such indemnified person’s fraud, gross negligence, willful misconduct or a material breach of the Closing Letter Agreement. Any indemnification pursuant to the Closing Letter Agreement will be made only out of our assets and none of our members (including the Founders) or any other indemnified person will have any personal liability on account of such indemnification.
We have entered into agreements to indemnify our directors and executive officers. These agreements provide for indemnification of our directors and executive officers to the fullest extent permitted by applicable Bermuda law against all expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any such person in actions


or proceedings, including actions by us or in our right, arising out of such person’s services as our director or executive officer, any of our subsidiaries or any other company or enterprise to which the person provided services at our Company’s request.
Third Point Loan L.L.C. and Third Point Ventures LLC
Third Point Loan L.L.C. (“Loan LLC”) and Third Point Ventures LLC (“Ventures LLC” and, together with Loan LLC, “Nominees”) serve as nominees of the Company and other affiliated investment management clients of Third Point LLC (the “Investment Manager”) for certain investments. The Nominees have appointed the Investment Manager as its true and lawful agent and attorney. As of December 31, 2017, Loan LLC held $99.6 million (December 31, 2016 - $124.1 million) and Ventures LLC held $6.3 million (December 31, 2016 - $22.6 million) of the Company’s investments, which are included in investments in securities and derivative contracts in the consolidated balance sheets. The Company’s pro rata interest in the underlying investments registered in the name of the Nominees and the related income and expense are reflected in the consolidated balance sheets and the consolidated statements of income (loss) . The valuation policy, with respect to investments held by the nominees, is further discussed in Note 4 to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.
TP Lux Holdco LP
The Company is a limited partner in TP Lux Holdco LP (the “Cayman HoldCo”), which is an affiliate of the Investment Manager. The Cayman HoldCo was formed as a limited partnership under the laws of the Cayman Islands and invests and holds debt and equity interests in TP Lux HoldCo S.a.r.l, a Luxembourg private limited liability company (the “LuxCo”) established under the laws of the Grand-Duchy of Luxembourg, which is also an affiliate of the Investment Manager.
LuxCo’s principal objective is to act as a collective investment vehicle to purchase Euro debt and equity investments. The Company invests in the Cayman HoldCo alongside other investment funds managed by the Investment Manager. As of December 31, 2017, the Company held a 15.6% (December 31, 2016 - 13.8%) interest in the Cayman Holdco. The Company accounts for its investment in the limited partnership under the variable interest model, in which the Company is not the primary beneficiary, at NAV, as a practical expedient for fair value, in the consolidated balance sheets. The Company records changes in the fair value of this investment in the consolidated statements of income (loss).
As of December 31, 2017, the estimated fair value of the investment in the limited partnership was $0.6 million (December 31, 2016 - $37.6 million). The Company received net distributions of $39.6 million from the Cayman HoldCo during the year ended December 31, 2017 due to the disposition of underlying investments (2016 - $35.5 million net contributions). The valuation policy with respect to this investment in a limited partnership is further described in Note 4 of the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. The Company’s maximum exposure to loss as a result of its involvement with this investment is limited to the carrying value of the investment.
Third Point Hellenic Recovery US Feeder Fund, L.P.
The Company is a limited partner in Third Point Hellenic Recovery US Feeder Fund, L.P. (the “Hellenic Fund”), which is an affiliate of the Investment Manager. The Hellenic Fund was formed as a limited partnership under the laws of the Cayman Islands on April 12, 2013 and invests and holds debt and equity interests.
The Company has committed to invest $10.9 million (December 31, 2016 - $10.6 million) in the Hellenic Fund. Capital distributions of $1.5 million (2016 - $0.2 million) were made during the year ended December 31, 2017.
As of December 31, 2017, the estimated fair value of the Company’s investment in the Hellenic Fund was $4.9 million (December 31, 2016 - $5.5 million), representing a 2.9% interest (December 31, 2016 - 2.8%). The Company accounts for its investment in the limited partnership under the variable interest model, in which the Company is not the primary beneficiary, at NAV, as a practical expedient for fair value, in the consolidated balance sheets. The Company records changes in the fair value of this investment in the consolidated statements of income (loss).


The valuation policy with respect to this investment in a limited partnership is further described in Note 4 of the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. The Company’s maximum exposure to loss as a result of its involvement with this investment is limited to the carrying value of the investment.
The valuation policy with respect to this investment in a limited partnership is further described in Note 4 to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. The Company’s maximum exposure to loss as a result of its involvement with this investment is limited to the carrying value of the investment.
TP DR Holdings LLC
The Company holds an equity and debt investment in TP DR Holdings LLC (“TP DR”), which is an affiliate of the Investment Manager. In December 2016, TP DR was formed as a limited liability company under the laws of the Cayman Islands to invest and own 100% equity interest in DCA Holdings Six Ltd. and its wholly owned subsidiary group. TP DR’s principal objective is to own, develop and manage properties in the Dominican Republic.
The Company invests in TP DR alongside other investment funds managed by the Investment Manager and third-party investors.  As of December 31, 2017, the Company held a 7.0% equity (December 31, 2016 - 7.2%) and 13.1% debt (December 31, 2016 - 13.7%) interest in TP DR. The Company accounts for its equity investment in TP DR under the variable interest model, in which the Company is not the primary beneficiary, at NAV, as a practical expedient for fair value, in the consolidated balance sheets. The Company records changes in the fair value of this investment in the consolidated statements of income (loss). 
Cloudbreak II Cayman Ltd and TP Trading II LLC
The Company holds an equity interest in Cloudbreak II Cayman Ltd, Cloudbreak II US LLC (collectively, the “Cloudbreak entities”) and TP Trading II LLC which are affiliates of the Investment Manager.  The Company invests in the Cloudbreak entities and TP Trading II LLC alongside other investment funds managed by the Investment Manager. These entities’ are invested in a structure whose primary purpose is to purchase consumer loans for securitization and warrants from a marketplace lending platform. 
As of December 31, 2017, the Cloudbreak entities held $4.6 million of the Company’s asset-backed security investments, which are included in investments in securities in the consolidated balance sheets. The Company’s pro rata interest in the underlying investments is registered in the name of Cloudbreak II US LLC and the related income and expense are reflected in the consolidated balance sheets and the consolidated statements of income (loss).
As of December 31, 2017, the Company held a 9.3% interest in TP Trading II LLC. The Company accounts for its equity investment in TP Trading II LLC under the variable interest model, in which the Company is not the primary beneficiary, at NAV, as a practical expedient for fair value, in the consolidated balance sheets. The Company records changes in the fair value of this investment in the consolidated statements of income (loss). As of December 31, 2017, the estimated fair value of the investment was $6.0 million.  The valuation policy with respect to this investment is further described in Note 4 to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. The Company’s maximum exposure to loss as a result of its involvement with these investments are limited to the carrying value of the investments.

Ventures Entities

The Company holds equity interests in Venture One Holdings LLC, Venture Three Holdings LLC, Venture Four Holdings LLC and Venture Five Holdings LLC (collectively, the “Ventures entities”), which are affiliates of the Investment Manager. The Company invests in the Ventures entities alongside other investment funds managed by the Investment Manager. The primary purpose of these entities is to make investments in direct commercial real estate and real estate debt.

The Company accounts for its equity interests in the Ventures entities under the variable interest model, in which the Company is not the primary beneficiary. As of December 31, 2017, the Ventures entities held $7.5 million of the


Company’s real estate and other debt investments, which are included in investments in securities in the consolidated balance sheets. The Company records changes in the fair value of this investment in the consolidated statements of income (loss). The valuation policy with respect to this investment is further described in Note 4 to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. The Company’s maximum exposure to loss as a result of its involvement with this investment is limited to the carrying value of the investment.

CERTAIN SUBSIDIARIES - DESIGNATED COMPANY DIRECTORS

Under our Bye-law 6.1, the Boards of Directors of any of our subsidiaries that are not a corporation organized under the laws of the U.S. or any state (or limited liability company organized under the laws of the U.S. or any state that is taxable as a corporation for United States Federal income tax purposes) or that is not treated as a pass-through vehicle or disregarded entity for United States federal income tax purposes (together, the “Designated Companies”), must consist of persons who have been elected by our shareholders as designated company directors (“Designated Company Directors”). The Board of Directors must seek authority from the Company’s shareholders for the Company’s corporate representative or proxy to vote in favor of most resolutions proposed by the Designated Company. The Board is required to cause the Company’s corporate representative or proxy to vote the Company’s shares in the Designated Company pro rata to the votes received at the general meeting of the Company, with votes for or against the directing resolution being taken, respectively, as an instruction for the Company’s corporate representative or proxy to vote the appropriate proportion of its shares for and the appropriate proportion of its shares against the resolution proposed by the Designated Company.

The persons named below have been nominated to serve as Designated Company Directors of each Designated Company specified below until the next annual general meeting of the shareholders. 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.
SubsidiaryDesignated Company Directors
Third Point Reinsurance Company Ltd.
Christopher S. Coleman Daniel V. Malloy
Janice R. Weidenborner
Third Point Re Marketing (UK) Limited
J. Robert Bredahl
Clare Himmer Christopher S. Coleman
 Third Point Re (UK) Holdings Ltd.
J. Robert Bredahl
Christopher S. Coleman
Clare Himmer, 47. Ms. Himmer is the Marketing Director of Third Point Re Marketing (UK) Limited and has served in this position since June 2013. Prior to joining Third Point Re Marketing (UK) Limited in June 2013 Ms. Himmer was the Senior Vice President - International Treaty Reinsurance at Allied World Assurance Company, Ltd., from 2003 to 2011. Prior to joining Allied World Assurance Company, Ltd., Ms. Himmer was Senior Underwriter, Casualty and Miscellaneous Business at Hanover Re., Head Officer, Germany: UK & Ireland Non-Marine Treaty Department from 1999 - 2003 and Underwriter, Casualty and Miscellaneous Business at Hanover Re., Head Officer, Germany: UK & Ireland Non-Marine Treaty Department from 1995 -1999. Prior to joining Hannover Re, Ms. Himmer was Assistant Underwriter and Marketing Officer at Munich Re, London, UK.
The biographical information for each of J. Robert Bredahl, Christopher S. Coleman, Daniel V. Malloy and Janice R. Weidenborner is included under the heading Executive Officers of this Proxy Statement.




PROPOSAL NO. 1

ELECTION OF DIRECTORS

TO ELECT THREE CLASS II DIRECTORS AND ONE CLASS I DIRECTOR TO OUR BOARD OF DIRECTORS TO HOLD OFFICE UNTIL THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD IN 2021 AND 2020, RESPECTIVELY, OR UNTIL THEIR RESPECTIVE OFFICE SHALL OTHERWISE BE VACATED PURSUANT TO OUR BYE-LAWS
Messrs. Bredahl, Targoff and Parkin have been nominated for election as Class II directors and Ms. Hayes has been nominated for election as a Class I director to serve until the annual general meeting of shareholders to be held in 2021 and 2020, respectively, or until their respective offices shall otherwise be vacated pursuant to our Bye-laws. The proxy will be voted in accordance with the directions thereon or, if no directions are indicated, the proxy will be voted for the election of the four director nominees named above. The Board has proposed and recommended that each nominee be elected to hold office as described above.

If any nominee shall, prior to the Annual General Meeting, become unavailable for election as a director the persons named in the accompanying proxy will vote in their discretion for such nominee, if any, as may be recommended by the Board, or the Board may reduce the number of directors to eliminate the vacancy.

At the Annual General Meeting two or more persons present in person throughout the meeting and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided, however that no shareholder may participate in any general meeting during which that shareholder (or, if any shareholder is an entity, its representative) is physically present in the United States. If a quorum is not present, the Annual General Meeting may be adjourned from time to time until a quorum is obtained. Each director will be elected by a plurality of the votes cast in the election of directors at the Annual General Meeting, either in person or represented by properly authorized proxy. This means that the four nominees who receive the largest number of “FOR votes cast will be elected as directors. For further information, see the answers to the questions What is the quorum requirement for the Annual General Meeting?” and “What is the voting requirement to approve each of the proposals?.

Nominees

The age, business experience and directorships in other companies of the four nominees for election are set forth herein under the heading “Information Regarding the Nominees for Election to the Board of Directors”.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS.





PROPOSAL NO. 2
APPROVAL TO ADOPT THE AMENDED AND RESTATED BYE-LAWS OF THE COMPANY
On February 28, 2017, the Board of Directors approved the amended and restated Bye-laws of the Company, subject to shareholder approval pursuant to Bye-law 6.1 of the Company’s Bye-laws. Set out below is a description of the Bye-laws amendments included in this proposal, together with reasons for the amendments. This is not a comprehensive description of each and every proposed change. Shareholders should review Appendix A to inform themselves as to the full text of the amended and restated Bye-laws.
1.Updating the Number of Directors on the Board (Proposed Revised Bye-law 41)
It is proposed that the Bye-law provision relating to the number of Directors on the Board be amended to decrease the minimum number of Directors on the Board from the current level of seven (7) to five (5) and to set a maximum number of Directors, up to eleven Directors.
Currently, the provision relating to Board size requires the Board to have not less than seven (7) Directors (or such number in excess as the Board may from time to time determine). Due to the resignation of William L. Spiegel on September 1, 2016 and the decision of Gary Walters to not stand for re-election at the 2017 annual general meeting, there are currently seven members of the Company’s Board of Directors. Therefore, a minimum number of seven (7) Directors on the Board as the existing Company Bye-laws require, is larger than is necessary. The Board recommends, for purposes of flexibility, the reduction of the minimum number of Directors on the Board from seven (7) to five (5) and to include up to a maximum number of eleven (11) Directors.
2.General Amendments to Update the Bye-laws (Proposed Revised Bye-law 42.2)
The proposed amendments to Bye-law 42.2 are for readability and comprehension, there are no substantive changes proposed.
Bye-law 42.2 requires that the Directors in each class serve a three year term, with only one class facing election each year. Further, under the proposed amendments, language has been inserted clarifying that any Director of any class elected to fill a vacancy will hold such office only for a term that coincides with the remaining term of the Director of that class who vacated such office, but that any such vacancy will not shorten the term of any Director then in office. Such class Director will hold office until the annual general meeting for the year in which his term expires, subject to his office being vacated, further to Bye-law 45.1.
The proposed amendments do not change the manner in which each class Director is appointed and his or her term.
3.
Permitting the Board of Directors to fill vacancies on the Board as a result of an increase in the size of the Board (Proposed Revised Bye-law 45.2)
It is proposed that Bye-law 45.2 be amended to give the Board of Directors the power to fill vacancies on the Board as a result of any increase in the size of the Board. This will allow the Board to elect a class Director to fill a vacant class seat (created by any increase in the number of Directors on the Board), without the need to wait for the expiry of such class of Director’s three year term. The existing Bye-laws only permit such seat to be filled by the shareholders at the annual general meeting in the year in which such class of Director is facing election.

The foregoing summary of the proposed amendments to the Company’s existing Bye-laws are qualified in their entirety by reference to the full text of the amended and restated Bye-laws of the Company, a copy of which is attached hereto


as Appendix A. To illustrate the proposed amendments, additions to the text of the amended and restated Bye-laws contained in Appendix A hereto are indicated by underlining, and deletions of the text are indicated by strike-outs.
In accordance with the Company’s Bye-laws, our Board requests your vote on the following resolution at the Annual General Meeting which requires a simple majority vote as described in the Company’s existing Bye-laws:
RESOLVED, that the amended and restated Bye-laws set forth in Appendix A to this Proxy Statement be and are hereby approved and adopted as the Bye-laws of the Company in substitution for and to the exclusion of all the existing Bye-laws thereof.”
Our Board has approved the amended and restated Bye-laws of the Company set forth in Appendix A to this Proxy Statement, subject to and conditional upon shareholder approval at the Annual General Meeting. If approved, the amended and restated Bye-laws set forth in Appendix A to this Proxy Statement will become effective immediately following the Annual General Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL AND ADOPTION OF THE AMENDED AND RESTATED BYE-LAWS SET FORTH IN APPENDIX A TO THIS PROXY STATEMENT.




PROPOSAL NO. 3
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
To approve, by a non-binding advisory vote, the executive compensation payable to the Company’s NEOs as disclosed in this Proxy Statement.
As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), and in accordance with Section 14A of the Securities Exchange Act of 1934, the Company’s shareholders are entitled to approve, on an advisory basis, the compensation of our NEOs. This non-binding advisory vote, commonly known as a Say on Pay vote, gives our shareholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement.
As described in detail under Compensation Discussion and Analysis our compensation programs are designed to attract, motivate and retain executives of outstanding ability to meet and exceed the demands of our business, focus management on optimizing shareholder value and fostering an ownership culture, create appropriate rewards for outstanding performance and penalties for under-performance, and provide competitive rewards that foster collaboration by rewarding executives for their contribution to our overall performance and financial success while determining and allocating incentives based on our performance. We believe our compensation program is effective, appropriate and strongly aligned with the long-term interest of our shareholders and that the total compensation package provided to our NEOs are reasonable and not excessive.     
For these reasons, the Board is asking shareholders to vote FOR the following resolution:
RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the rules of the United States Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.
As an advisory vote, this Proposal No. 3 is not binding on the Board or the Compensation Committee (or any other committee of the Board), will not overrule any decisions made by the Board or the Compensation Committee (or any other committee of the Board), and will not require the Board or the Compensation Committee (or any other committee of the Board) to take any specific action. The outcome of this vote does not create or imply any change to the fiduciary duties of Third Point Reinsurance Ltd. or its Board of Directors or any of its committees (or any individual member thereof), or create or imply any additional fiduciary duties. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our shareholders, and will carefully consider the outcome of the vote when making future compensation decisions for our NEOs.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FORTHE APPROVAL OF THE EXECUTIVE COMPENSATION PAYABLE TO THE COMPANYS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.



PROPOSAL NO. 4

ELECTION OF DESIGNATED COMPANY DIRECTORS OF SUBSIDIARIES
TO ELECT CERTAIN INDIVIDUALS AS DESIGNATED COMPANY DIRECTORS OF CERTAIN OF OUR NON-U.S. SUBSIDIARIES, AS REQUIRED BY OUR BYE-LAWS.
The following individuals have been nominated for election as Designated Company Directors (as defined in this Proxy Statement) of the non-U.S. Subsidiaries noted below:
Third Point Reinsurance Company Ltd.
Christopher S. Coleman, Daniel V. Malloy, and Janice R. Weidenborner
Third Point Re Marketing (UK) Limited
J. Robert Bredahl, Clare L. Himmer, and Christopher S. Coleman
Third Point Re (UK) Holdings Ltd.
J. Robert Bredahl and Christopher S. Coleman
Each Designated Company Director will hold office for a one-year term that will expire at the annual general meeting to be held in 2019 or, alternatively, when their respective successors have been duly elected. The proxy will be voted in accordance with the directions thereon or, if no directions are indicated, the proxy will be voted for the election of the Designated Company Director nominees named above.
If any nominee shall, prior to the Annual General Meeting, become unavailable for election as a Designated Company Director, the persons named in the accompanying proxy will vote in their discretion for such nominee, if any, as may be recommended by the Board.
The presence, in person or by proxy, of the holders of 50% of the total issued voting common shares of the Company is required for a quorum for the election of the Designated Company Directors at the Annual General Meeting. If a quorum is not present, the Annual General Meeting may be adjourned from time to time until a quorum is obtained. Election of the Designated Company Directors at the Annual General Meeting will be decided by a simple-majority of votes cast.
Nominees

The age, business experience and directorships in other companies of the nominees for election as Designated Company Directors are set forth in the Proxy Statement under the heading “Certain Subsidiaries - Designated Company Directors”.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE DESIGNATED COMPANY DIRECTORS.


PROPOSAL NO. 5
APPOINTMENT OF INDEPENDENT AUDITOR
TO APPOINT ERNST & YOUNG LTD., AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY’S INDEPENDENT AUDITOR TO SERVE UNTIL THE ANNUAL GENERAL MEETING TO BE HELD IN 2019, AND TO AUTHORIZE OUR BOARD OF DIRECTORS, ACTING BY THE AUDIT COMMITTEE, TO DETERMINE THE INDEPENDENT AUDITOR’S REMUNERATION.
The Board proposes and recommends that the shareholders appoint the firm of Ernst & Young Ltd., an independent registered public accounting firm, as our independent auditor to serve until the annual general meeting to be held in 2019. Ernst & Young Ltd. has served as our independent auditor from the inception of Third Point Reinsurance Ltd. in December 2011 to present. A representative of Ernst & Young Ltd. will attend the Annual General Meeting and will have an opportunity to make a statement, if he or she desires to do so, and to respond to appropriate questions. Shareholders at the Annual General Meeting will also be asked to vote to authorize our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration.
The presence, in person or by proxy, of the holders of 50% of the total issued voting common shares of the Company is required for a quorum for the appointment of Ernst & Young Ltd. at the Annual General Meeting. If a quorum is not present, the Annual General Meeting may be adjourned from time to time until a quorum is obtained. The appointment of Ernst & Young Ltd. at the Annual General Meeting will be decided by a simple-majority of votes cast.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPOINTMENT OF ERNST & YOUNG LTD., AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY’S INDEPENDENT AUDITOR TO SERVE UNTIL THE ANNUAL GENERAL MEETING TO BE HELD IN 2019, AND TO AUTHORIZE THE COMPANY’S BOARD OF DIRECTORS, ACTING BY THE AUDIT COMMITTEE, TO DETERMINE THE INDEPENDENT AUDITOR’S REMUNERATION.




HOUSEHOLDING OF PROXY MATERIALS


The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for annual general meeting materials with respect to two or more shareholders sharing the same address by delivering a single set of annual general meeting materials or Notice of Internet Availability of Proxy Materials to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.

This year, a number of brokers with account holders who are Third Point Reinsurance Ltd.SiriusPoint shareholders will be “householding” the Company’s proxy materials. A single set of annual general meeting materials will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of annual general meeting materials, please notify your broker or Third Point ReinsuranceSiriusPoint Ltd. Direct your written request to Company Secretary, Third Point Reinsurance Ltd., Point House, 3 Waterloo Lane, Pembroke HM 08, Bermuda and your telephonic request to +1 (441) 542-3300. to:

 

SiriusPoint Ltd. 

Attention: Secretary
Point Building
3 Waterloo Lane
Pembroke HM 08, Bermuda
1 (441) 542-3300

Shareholders who currently receive multiple copies of the annual general meeting materials at their addresses and would like to request “householding” of their communications should contact their brokers.

OTHER MATTERS

Neither the Board of Directors nor management intend to bring before the Annual General Meeting any business other than the matters referred to in the Notice of Annual General Meeting of Shareholders and this Proxy Statement. If any other business should come properly before the Annual General Meeting, or any adjournment thereof, the proxy holders will vote on such matters at their discretion.
REQUIREMENTS, INCLUDING DEADLINES,

SUBMITTING PROXY PROPOSALS AND DIRECTOR NOMINATIONS FOR SUBMISSION OF PROXY PROPOSALS,

NOMINATION OF DIRECTORS AND OTHER BUSINESS OF SHAREHOLDERS

THE NEXT ANNUAL GENERAL MEETING

In order to submit shareholder proposals for the 20192025 annual general meeting of shareholders for inclusion in the Company’s proxy statement pursuant to SEC Rule 14a-8, materials must be received by the Company Secretary at the Company’s principal office at that time, currently at Point House,Building, 3 Waterloo Lane, Pembroke HM 08, Bermuda, no later than November 27, 2018.

December 10, 2024.

The proposals must comply with all of the requirements of SEC Rule 14a-8.

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ADDITIONAL INFORMATION



Proposals should be addressed to: Company Secretary, Third Point Reinsurance Ltd., Point House, 3 Waterloo Lane, Pembroke HM 08, Bermuda. As the rules of the SEC make clear, simply submitting a proposal does not guarantee its inclusion.

 

SiriusPoint Ltd. 

Attention: Secretary
Point Building
3 Waterloo Lane
Pembroke HM 08, Bermuda

The Company’s Bye-laws establish an advance notice procedure for shareholders to make nominations of candidates for election as directors or to bring other business before an annual general meeting of shareholders. The Bye-laws provide that any shareholder wishing to nominate persons for election as directors at, or bring other business before, an annual general meeting must deliver to the Company’s Secretary a written notice of the shareholder’s intention to do so. To be timely, the shareholder’s notice for the nomination of persons for election to the Board must be delivered to, or mailed and received by, usthe Secretary not less than 70 days nor more than 120 days before the anniversary date of the preceding annual general meeting, except that if the annual general meeting is set for a date that is not within 30 days before or after such anniversary date, the Company must receive the notice not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual general meeting was mailed or such public disclosure of the date of the annual general meeting was made, whichever first occurs. To be timely, the shareholder’s notice bringing other business must be delivered to, or mailed and received by, the Secretary not less than 90 days nor more than 120 days before the anniversary date of the preceding annual general meeting, except that if the annual general meeting is set for a date that is not within 30 days before or after such anniversary date, the Company must receive the notice no earlier than 120 days prior to an annual general meeting and noreceived not later than 7010 days prior tofollowing the dateearlier of such annual general meeting or the tenth day following the date on which notice of the annual general meeting was posted to shareholders or the date on which initial public announcementdisclosure of the date of the annual general meeting was made. As a result, any notice given by or on behalf of a shareholder for the nomination of persons for election to the Board pursuant to these provisions of the Company’s Bye-laws (and not pursuant to Securities Exchange Act of 1934SEC Rule 14a-8) must be received no earlier than January 3, 201920, 2025, and no later than March 11, 2025. Any notice given by or on behalf of a shareholder bringing other business pursuant to these provisions of the Company’s Bye-laws (and not pursuant to SEC Rule 14a-8) must be received no earlier than January 20, 2025, and no later than February 2, 2019.19, 2025. All director nominations and shareholder proposals must comply with the requirements of the Company’s Bye-laws, a copy of which can be obtained at no cost from the Company Secretary.



In addition to satisfying the foregoing requirements under the Company’s Bye-laws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 21, 2025.

Other than the five proposals described in this Proxy Statement,proxy statement, the Company does not expect any matters to be presented for a vote at the Annual General Meeting. If you grant a proxy, the persons named as proxy holders on the Proxy Cardproxy card will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual General Meeting. If for any unforeseen reason, any one or more of the Company’s nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board of Directors.

Board.

The ChairmanChair of the meeting may refuse to allow the transaction of any business not presented beforehand, or to acknowledge the nomination of any person(s) not made in compliance with the foregoing procedures.

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APPENDIX A













AMENDED AND RESTATED BYE-LAWS
OF
THIRD POINT REINSURANCE LTD.








INTERPRETATION

1.DefinitionsADDITIONAL INFORMATION
1.1In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:
9.5% Shareholdera U.S. Person that (a) owns (within the meaning of Section 958(a) of the Code) any shares and (b) owns, is deemed to own, or constructively owns Controlled Shares which confer votes in excess of 9.5% of the votes conferred by all of the issued and outstanding shares;
Actthe Companies Act 1981 as amended from time to time;
Affiliatewith respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.
Alternate Directoran alternate director appointed in accordance with these Bye-laws;
Auditorincludes an individual or partnership;
Boardthe board of directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;
Book Valueas of any date of determination, the fully diluted tangible book value per share of the Company, as reflected on the then most recent quarterly consolidated balance sheet of the Company and its consolidated subsidiaries, prepared in accordance with U.S. generally accepted accounting principles; provided that the Board shall have the authority to determine Book Value with reference to a then more recent balance sheet of the Company prepared in accordance with U.S. generally accepted accounting principles;
CodeThe Internal Revenue Code of 1986, as amended, of the United States of America;
CompanyThird Point Reinsurance Ltd., the company for which these Bye-laws are approved and confirmed;
Company Salethe sale of all or substantially all of the issued and outstanding Shares of the Company and/or TP Re.
Controlled Groupwith respect to any person, all shares directly owned by such person and all shares directly owned by each other Member any of whose shares are included in the Controlled Shares of such person;


Controlled Sharesin reference to any person, all shares that such person is deemed to own directly, indirectly (within the meaning of Section 958(a) of the Code) or, in the case of any U.S. Person, constructively (within the meaning of Section 958(b) of the Code);
Daily Share Pricewith respect to the shares of the Company as of any Trading Day, the closing price of the shares of the Company on the New York Stock Exchange (or such other principal stock exchange or automated quotation system on which the shares of the Company are then traded) on such Trading Day;
Directora director of the Company and shall include an Alternate Director;
Disinterested Board MembersDirectors, other than Daniel S. Loeb

Website References

This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are provided for convenience only, and the content on the referenced websites is not incorporated by reference herein and does not constitute a part of this proxy statement or any other Director affiliated with or employed by the Sponsor or its Affiliates;

Effective Datethe first date on which Kelso (as defined in Bye-law 7.1) and their affiliates, Pine Brook (as defined in Bye-law 7.1) and their affiliates, and Daniel S. Loeb and his affiliates (collectively, “Daniel S. Loeb”), taken together, no longer beneficially own more than 35% of the voting power of the Company;
Fair Market Value
with respect to a repurchase of any shares of the Company in accordance with these Bye-laws, (i) if such shares are listed on a securities exchange (or quoted in a securities quotation system), the average closing sale price of such shares on such exchange (or in such quotation system), or, if such shares are listed on (or quoted in) more than one exchange (or quotation system), the average closing sale price of the shares on the principal securities exchange (or quotation system) on which such shares are then traded, or, if such shares are not then listed on a securities exchange (or quotation system) but are traded in the over-the-counter market, the average of the latest bid and asked quotations for such shares in such market, in each case for the last five trading days immediately preceding the day on which notice of the repurchase of such shares is sent pursuant to these Bye-laws or (ii) if no such closing sales prices or quotations are available because such shares are not publicly traded or otherwise, the fair value of such shares as determined by one independent nationally recognised investment banking firm chosen by the Board and reasonably satisfactory to the Member whose shares are to be so repurchased by the Company, provided, that the calculation of the Fair Market Value of the shares made by such appointed investment banking firm (i) shall not include any discount relating to the absence of a public trading market for, or any transfer restrictions on, such shares, and (ii) such calculation shall be final and the fees and expenses stemming from such calculation shall be borne by the Company or its assignee, as the case may be;


Initial Public Offeringthe first registered public offering of any class of common shares of the Company or TP Re under the United States securities laws or any amalgamation, scheme of arrangement or consolidation as a result of which the Members receive, as the consideration in such amalgamation, scheme of arrangement or consolidation, equity securities of a class that (i) has been registered as part of a public offering under the United States securities laws and (ii) is publicly traded on the New York Stock Exchange (or such other principal stock exchange or automated quotation system on which the shares of the Company or TP Re are then traded);
Investment Managerthe Person appointed to manage the assets of TP Re pursuant to an investment management agreement;
Joint Venture and Investment    the Joint Venture and Investment Management Agreement    Management Agreement by and among TP     Re, the Company, Sponsor and Third Point     Advisors LLC, dated as of December 22,     2011
Membera person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;
Noticewritten notice as further provided in these Bye-laws unless otherwise specifically stated;
Officerany person appointed by the Board to hold an office in the Company;
Personany individual, corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, governmental authority or other entity of any kind;
Qualified Initial Public Offering(i) a registered public offering or registered public offerings on a national securities exchange of any class of common shares of the Company or TP Re under the United States securities laws, or (ii) any amalgamation, scheme of arrangement or consolidation as a result of which the Members receive, as the consideration in such amalgamation, scheme of arrangement or consolidation, equity securities of a class that (a) has been registered as part of a public offering under the United States securities laws and (b) is publicly traded on a national securities exchange, in either of case (i) or (ii), immediately following which the Company and TP Re together shall have received no less than U.S. $150,000,000;
Register of Directors and Officersthe register of directors and officers referred to in these Bye-laws;


Register of Membersthe register of members referred to in these Bye-laws;
Regulatory Authorityany agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization;
Resident Representativeany person appointed to act as resident representative and includes any deputy or assistant resident representative;
Secretarythe person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;
Sharesshall be deemed to include the authorized shares of the Company, and other common shares of the Company and any options, warrants or securities exercisable for, or convertible or redeemable into, common shares of the Company;
SponsorThird Point LLC;
Subsidiarywith respect to any Person, means a company, more than fifty percent (50%) (or, in the case of a wholly owned subsidiary, one hundred percent (100%)) of the outstanding voting shares of which are owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or any such Person and one or more other Subsidiaries;
TP ReThird Point Reinsurance Company Ltd.;
Trading Dayany day on which the New York Stock Exchange (or such other principal stock exchange or automated quotation system on which the shares of the Company are then traded) is open for trading in securities listed thereon;
Treasury Sharea share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled;
United Statesthe United States of America and its dependent territories or any part thereof;
U.S. Persona “United States person” as defined in Section 957(c) of the Code; and
1.2In these Bye-laws, where not inconsistent with the context:
(a)words denoting the plural number include the singular number and vice versa;


(b)words denoting the masculine gender include the feminine and neuter genders;
(c)words importing persons include companies, associations or bodies of persons whether corporate or not;
(d)the words:
(i)"may" shall be construed as permissive; and
(ii)"shall" shall be construed as imperative; and
(e)a reference to statutory provision shall be deemed to include any amendment or re-enactment thereof;
(f)the word “corporation” means a corporation whether or not a company within the meaning of the Act;
(g)unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws.
1.3In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.
1.4Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.
SHARES
2.Power to Issue Shares
2.1Subject to these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine and any shares or class of shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may by resolution of the Members prescribe.
2.2Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion).
3.Power and Obligation of the Company to Purchase its Shares
3.1The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit.
3.2The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Act.
3.3If at any time following the first anniversary of an Initial Public Offering, the average of the Daily Share Price for each Trading Day in the then most recent 12 month period is 90% or less of the Book Value, then the


Company shall make an offer to repurchase a number of shares of the Company that, when combined with all prior repurchases pursuant to this Bye-Law 3.3, does not exceed 15% of the sum of (a) the number of shares of the Company outstanding after such repurchase and (b) the aggregate number of shares repurchased, provided that the majority of the Disinterested Board Members may, in its sole discretion, determine not to offer to make such a repurchase. Any offer to repurchase the Repurchase Offer Shares pursuant to Bye-law 3.3 shall be for a price per share determined byCompany’s other SEC filings.

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OTHER MATTERS

Neither the Board butnor management intend to bring before the Annual General Meeting any business other than the matters referred to in no event greater than Book Value.

the Notice of Annual General Meeting of Shareholders and this proxy statement. If any other business should come properly before the Annual General Meeting, or any adjournment thereof, the proxy holders will vote on such matters at their discretion.

3.4No repurchase offer pursuant to Bye-law 3.3 shall be required if such repurchase does not comply with the Act or would result in (i) an adverse ratings action against the Company or TP Re by A.M. Best & Company, or (ii) any adverse action against the Company or TP Re by any Regulatory Authority.
3.5
Subject to the Act, if the Board in its sole discretion determines that ownership of shares of the Company by any Person may result in adverse tax consequences or materially adverse legal or regulatory treatment to the Company, any Subsidiary of the Company or any other Person (including if such consequence arises as a result of any U.S. Person owning Controlled Shares of 9.5% or more of the value of the Company or the voting shares of the Company after giving effect to any adjustment to voting power required by Bye-law 5), the Company will have the option, but not the obligation, to purchase all or part of the shares of the Company held by such Person to the extent the Board, in the reasonable exercise of its discretion, determines it is necessary to avoid or cure such adverse consequences) for immediately available funds in an amount equal to the Fair Market Value of such shares on the business day immediately prior to the date the Company sends the Repurchase Notice referred to below (the “Repurchase Price”); provided, that the Board will use reasonable efforts to exercise this option equally among similarly situated Persons (to the extent possible under the circumstances). In the event that the Company determines to purchase any such shares, the Company will be entitled to assign its purchase right to a third party or parties, including one or more of the other Persons, with the consent of such assignee. Each Person shall be bound by the determination by the Company to purchase or assign its right to purchase such Person’s shares and, if so required by the Company, shall sell the number of shares of the Company that the Company requires it to sell.
3.6In the event that the Company or its assignee(s) determines to purchase any such shares, the Company shall provide each Member concerned with written notice of such determination (a “Repurchase Notice”) at least seven (7) calendar days prior to such purchase or such shorter period as each such Member may authorise, specifying the date on which any such shares are to be purchased and the Repurchase Price. The Company may revoke the Repurchase Notice at any time before it (or its assignee(s)) pays for the shares. Neither the Company nor its assignee(s) shall be obligated to give general notice to any Person of any intention to purchase or the conclusion of any purchase of shares of the Company. The closing of any such purchase of shares of the Company shall be no less than seven (7) calendar days after receipt of the Repurchase Notice by the Member, unless such Member agrees to a shorter period, and payment of the Repurchase Price by the Company or its assignee(s) shall be by wire transfer or certified check.
3.7If the Company purchases any shares pursuant to Bye-laws 3.5 and 3.6, it shall do so only in a manner that the Board believes would not result, upon consummation of such transaction, in any U.S. Person owning Controlled Shares of 9.5% or more of the value of the Company or the voting shares of the Company (after giving effect to any adjustment to voting power required by Bye-law 5). Notwithstanding the foregoing, the Board, in its sole discretion and by unanimous consent of all of the Directors then in office, may waive the provisions of Bye-laws 3.5 and 3.6.



4.Rights Attaching to Shares
4.1At the date these Bye-laws are adopted, the share capital of the Company is divided into two classes: (i) common shares (the “Common Shares”) and (ii) preference shares (the “Preference Shares”).
4.2The holders of the Common Shares shall, subject to these Bye-laws (including, without limitation, the rights attaching to Preference Shares):
(a)be entitled to one vote per share;
(b)be entitled to such dividends as the Board may from time to time declare;
(c)in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and
(d)generally be entitled to enjoy all of the rights attaching to shares.
4.3The Board is authorised to provide for the issuance of the Preference Shares in one or more series, and to establish from time to time the number of shares to be included in each such series, and to establish from time to time the number of shares to be included in each series, and to fix the terms, including designation, powers, preferences, rights, qualifications, limitations and restrictions of the shares of each such series (and, for the avoidance of doubt, such matters and the issuance of such Preference Shares shall not be deemed to vary the rights attached to the Common Shares or, subject to the terms of any other series of Preference Shares, to vary the rights attached to any other series of Preference Shares). The authorityBy Order of the Board with respect to each series shall include, but not be limited to, determination of the following:
Directors,
(a)the number of shares constituting that series and the distinctive designation of that series;
(b)the dividend rate on the shares of that series, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of the payment of dividends on shares of that series;
/s/ LINDA S. LIN
(c)whether the series shall have voting rights, in addition to the voting rights provided by law and, if so, the terms of such voting rights;
Chief Legal Officer & Secretary
(d)whether the series shall have conversion or exchange privileges (including, without limitation, conversion into Common Shares) and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board shall determine;
(e)whether or not the shares of that series shall be redeemable or repurchaseable and, if so, the terms and conditions of such redemption or repurchase, including the manner of selecting shares for redemption or repurchase if less than all shares are to be redeemed or repurchased, the date or dates upon or after which they shall be redeemable or repurchaseable, and the amount per share payable in case of redemption or repurchase, which amount may vary under different conditions and at different redemption or repurchase dates;
April 9, 2024
(f)whether that series shall have a sinking fund for the redemption or repurchase of shares of that series and, if so, the terms and amount of such sinking fund;Pembroke, Bermuda


121 


(g)the right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any Subsidiary, upon the issue of any additional shares (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Company or any Subsidiary of any issued shares of the Company;
(h)the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the relative rights of priority, if any, of payment in respect of shares of that series; and
(i)any other relative participating, optional or other special rights, qualifications, limitations or restrictions of that series.
4.4Any Preference Shares of any series which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of any other class or classes shall have the status of authorised and unissued Preference Shares of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preference Shares to be created by resolution or resolutions of the Board or as part of any other series of Preference Shares, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board providing for the issue of any series of Preference Shares.
4.5At the discretion of the Board, whether or not in connection with the issuance and sale of any shares or other securities of the Company, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights, or obligations on such terms, conditions and other provisions as are fixed by the Board including, without limiting the generality of this authority, conditions that preclude or limit any person or persons owning or offering to acquire a specified number or percentage of the issued Common Shares, other shares, option rights, securities having conversion or option rights, or obligations of the Company or transferee of the person or persons from exercising, converting, transferring or receiving the shares, option rights, securities having conversion or option rights, or obligations.
4.6All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.
5.Adjustment to Voting Power
5.1If the votes conferred by the Controlled Shares of any Person would otherwise cause such Person or any other Person to be treated as a 9.5% Shareholder with respect to any matter (including, without limitation, election of directors), the votes with respect to such matter conferred by the shares of such Person’s Controlled Group are hereby reduced (and shall be automatically reduced in the future) by whatever amount is necessary so that, after any such reduction, the votes conferred by the Controlled Shares of such Person shall not result in such Person or any other Person being treated as a 9.5% Shareholder with respect to the vote on such matter.
5.2The reduction in votes pursuant to the preceding Bye-law shall be determined as follows:
(a)Beginning with the Controlled Group of the Person whose Controlled Shares have the largest number of votes and continuing, as required, with the Controlled Group of each Person whose Controlled Shares successively have a smaller number of votes (after giving effect to prior reductions), the reduction in votes conferred by the shares of a Controlled Group shall be effected proportionately among all the shares of such Controlled Group in accordance with the relative voting power of such shares. Generally, the Board will effectuate the reduction


of votes in the manner

APPENDIX A NON-GAAP MEASURES

Non-GAAP Financial Measures and order described in the preceding sentence. If varying the order in which votesOther Financial Metrics

In presenting SiriusPoint’s results, management has included financial measures that are reduced would result in a more equitable allocation of the reduction of votes as determined by the Board, the Board shall have the discretion to vary the order in which votes are reduced.

(b)If there is a Person whose activities have been determined by the Board to have caused the application of subparagraph (a), after all required reductions in votes conferred on shares of Controlled Groups are effected pursuant to subparagraph (a), (i) the amount of any reduction in the votes of the shares of each Controlled Group effected by application of subparagraph (a) above shall be reallocated within such Controlled Group and conferred on the shares held directly by the Person whose actions have been determined by the Board to have caused the application of such subparagraph and (ii) the voting power of the shares held by each other Person holding shares in such Controlled Group shall be increased by such Person’s proportionate share of such reduction, in each case, to the extent that so doing does not cause any Person to be treated as a 9.5% Shareholder.
5.3The Board shall implement the foregoing in the manner set forth in this Bye-law 5. In addition to any other provision of this Bye-law 5, any shares shall not carry rights to vote or shall have reduced voting rights to the extent that the Board reasonably determines, by the affirmative vote of a majority of the Directors, that it is reasonably necessary that such shares should not carry the right to vote or shall have reduced voting rights in order to avoid adverse tax consequences or materially adverse legal or regulatory treatment to the Company, any Subsidiary of the Company or any Person or its Affiliates; provided that the Board will use reasonable efforts to ensure equal treatment to similarly situated Persons to the extent possible under the circumstances and; provided further that the Board shall reallocate the amount of any reduction in vote in the manner described in Bye-law 5.2(b).
5.4The Board shall have the authority to request from any Member such information as the Board may reasonably request for the purpose of determining whether any Member’s voting rights are to be adjusted. If any Member fails to respond to such a request, or submits incomplete or inaccurate information in response to such a request, the Board may in its sole discretion determine that such Member’s shares shall carry no voting rights, in which case such shares shall not carry any voting rights until otherwise determined by the Board in its absolute discretion.
Any Member shall give notice to the Company within ten days following the datenot calculated under standards or rules that such Member acquires actual knowledge that it or, to the extent practicable, any Person who is a deemed or constructive owner of such Member’s Controlled Shares, is the actual, deemed or constructive owner of Controlled Shares of 9.5% or more of the Company.
The determination by the Board, taking into account any written advice of outside legal counsel which the Board determines to obtain, as to any adjustments to voting power of any share made pursuant to this Bye-law 5 shall be final and binding on all Persons.
6.Certain Subsidiaries
6.1Notwithstanding any other provision of these Bye-laws to the contrary, if the Company is required or entitled to vote at a general meeting of any subsidiary of the Company that is not a corporation organized under the laws of the United States or any state (or limited liability company organized under the laws of the United States or any state that is taxable as a corporation for United States Federal income tax purposes) or that is not treated as a pass-through vehicle or disregarded entity for United States federal income tax purposes (unless such disregarded entity owns, directly or indirectly, any subsidiary organized under the laws of a jurisdiction outside the United States that is treated as a corporation for United States federal income tax purposes) (together, the “Designated Companies”), the Board shall refer the subject matter of the vote (other than the removal and remuneration of auditors, the approval of financial statements and reports thereon, and the remuneration of


Directors) to the Members of the Company on a poll (subject to Bye-law 5) and seek authority from the Members for the Company's corporate representative or proxy to vote in favour of the resolution proposed by the Designated Company. The Board shall cause the Company's corporate representative or proxy to vote the Company's shares in the Designated Company pro rata to the votes received at the general meeting of the Company, with votes for or against the directing resolution being taken, respectively, as an instruction for the Company's corporate representative or proxy to vote the appropriate proportion of its shares for and the appropriate proportion of its shares against the resolution proposed by the Designated Company. The Board shall have authority to resolve any ambiguity.
6.2The Board in its discretion shall require that the Bye-laws or Articles of Association or similar organizational documents of each Designated Company shall contain provisions substantially similar to this Bye-law 6. The Company shall enter into agreements, as and when determined by the Board, with each such Designated Company, only if and to the extent reasonably necessary and permitted under applicable law, to effectuate or implement this Bye-law 6.
7.Special Actions
7.1Notwithstanding anything to the contrary in these Bye-laws, the Company shall not and shall cause TP Re not to subject to Bye-Law 7.2 without the prior and express written consent of each of Daniel S. Loeb, KEP TP Holdings, L.P. and KIA TP Holdings, L.P. (collectively, “Kelso”) and Pine Brook LVR, L.P. (“Pine Brook” and together with Kelso (the “Lead Investors”) and together with Daniel S. Loeb, the “Founders”) enter into any transaction with any (i) Affiliate of the Company, (ii) Member and/or director, officer, employee, and/or Affiliate of any Member, and/or (iii) director, officer, employee, and/or Affiliate of any of the foregoing.
7.2Notwithstanding anything to the contrary in these Bye-Laws, the consent right of each Founder set forth in Bye-Law 7.1 shall survive an Initial Public Offering until such time as such Founder holds shares representing less than 25% of the shares held by such Founder on December 22, 2011.
8.Calls on Shares
8.1The Board may make such calls as it thinks fit upon the Members in respect of any moneys (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members (and not made payable at fixed times by the terms and conditions of issue) and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.
8.2Any amount which, by the terms of allotment of a share, becomes payable upon issue or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Bye-laws be deemed to be an amount on which a call has been duly made and payable on the date on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of these Bye-laws as to payment of interest, costs and expenses, forfeiture or otherwise shall apply as if such amount had become payable by virtue of a duly made and notified call.
8.3The joint holders of a share shall be jointly and severally liable to pay all calls and any interest, costs and expenses in respect thereof.
8.4The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up or become payable.



9.Forfeiture of Shares
9.1If any Member fails to pay, on the day appointed for payment thereof, any call pursuant to Bye-law 8 in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following:
Notice of Liability to Forfeiture for Non-Payment of Call
Third Point Reinsurance Ltd. (the "Company")
You have failed to pay the call of [amount of call] made on the [date], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on the [date], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of [●] per annum computed from the said [date] at the registered office of the Company the share(s) will be liable to be forfeited.
Dated this [date]


[Signature of Secretary] By Order of the Board
9.2If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Bye-laws and the Act.
9.3A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture, together with all interest due thereon and any costs and expenses incurred by the Company in connection therewith.
9.4The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.
10.Share Certificates
10.1Every Member shall be entitled to a certificate under the common seal (or a facsimile thereof) of the Company or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a person expressly authorised to sign specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the amount paid on such shares. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.
10.2The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been allotted.


10.3If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.
10.4Notwithstanding any provisions of these Bye-laws:
(a)the Board shall, subject always to the Act and any other applicable laws and regulations and the facilities and requirements of any relevant system concerned, have power to implement any arrangements it may, in its absolute discretion, think fit in relation to the evidencing of title to and transfer of uncertificated shares and to the extent such arrangements are so implemented, no provision of these Bye-laws shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer of shares in uncertificated form; and
(b)unless otherwise determined by the Board and as permitted by the Act and any other applicable laws and regulations including applicable rules of the New York Stock Exchange, no person shall be entitled to receive a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise than by a written instrument.
11.Fractional Shares
The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.
REGISTRATION OF SHARES
12.Register of Members
12.1The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act.
12.2The Register of Members shall be open to inspection without charge at the registered office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The Register of Members may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty days in each year.
13.Registered Holder Absolute Owner
The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.
14.Transfer of Registered Shares
14.1An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:
Transfer of a Share or Shares
Third Point Reinsurance Ltd. (the "Company")


FOR VALUE RECEIVED……………….. [amount], I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address], [number] shares of the Company.
DATED this [date]
Signed by:            In the presence of:
____________________    __________________
Transferor            Witness

Signed by:            In the presence of:
____________________    ________________
Transferee            Witness
14.2Such instrument of transfer shall be signed by (or in the case of a party that is a corporation, on behalf of) the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been registered as having been transferred to the transferee in the Register of Members.
14.3The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require showing the right of the transferor to make the transfer.
14.4The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.
14.5The Board may in its absolute discretion and without assigning any reason therefore refuse to register the transfer of a share which is not fully paid up. The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.
14.6Shares may be transferred without a written instrument if transferred by an appointed agent or otherwise in accordance with the Act.
15.Transmission of Registered Shares
15.1In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.
15.2Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some


person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:
Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member
Third Point Reinsurance Ltd. (the "Company")
I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased/bankrupt Member] to [number] share(s) standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the "Transferee") registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.
DATED this [date]
Signed by:            In the presence of:
____________________    __________________
Transferor            Witness

Signed by:            In the presence of:
____________________    ________________
Transferee            Witness
15.3On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be.
15.4Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to such share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.
ALTERATION OF SHARE CAPITAL
16.Power to Alter Capital
16.1
The Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act.
16.2Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit.


17.Variation of Rights Attaching to Shares
If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
DIVIDENDS AND CAPITALISATION
18.Dividends
18.1The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.
18.2The Board may fix any date as the record date for determining the Members entitled to receive any dividend.
18.3The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.
18.4The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.
19.Power to Set Aside Profits
The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose.
20.Method of Payment
20.1Any dividend, interest, or other moneys payable in cash in respect of the shares may be paid by cheque or draft sent through the post directed to the Member at such Member's address in the Register of Members, or to such person and to such address as the holder may in writing direct.
20.2In the case of joint holders of shares, any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the joint holders may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.
20.3The Board may deduct from the dividends or distributions payable to any Member all moneys due from such Member to the Company on account of calls or otherwise.
20.4The Company shall be entitled to cease sending dividend cheques and warrants by post or otherwise to a Member if those instruments have been returned undelivered to, or left uncashed by, that Member on at least two consecutive occasions or, following one such occasion, reasonable enquiries have failed to establish the


Member’s new address. The entitlement conferred on the Company by this Bye-law in respect of any Member shall cease if the Member claims a dividend or cashes a dividend cheque or warrant.
21.Capitalisation
21.1
The Board may capitalise any amount for the time being standing to the credit of any of the Company's share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata (except in connection with the conversion of shares of one class to shares of another class) to the Members.
21.2The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid shares of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution.
MEETINGS OF MEMBERS
22.Annual General Meetings
Notwithstanding the provisions of the Act entitling the Members of the Company to elect to dispense with the holding of an annual general meeting, an annual general meeting shall be held in each year (other than the year of incorporation) at such time and place, which shall not becomprise accounting principles generally accepted in the United States (“GAAP”). SiriusPoint’s management uses this information in its internal analysis of results and believes that this information may be informative to investors in gauging the quality of SiriusPoint’s financial performance, identifying trends in our results and providing meaningful period-to-period comparisons. Core underwriting income, Core net services income, Core income, and Core combined ratio are non-GAAP financial measures. Management believes it is useful to review Core results as it better reflects how management views the business and reflects the Company’s decision to exit the runoff business. Tangible book value per diluted common share is also a non-GAAP financial measure and the most comparable U.S. GAAP measure is book value per common share. Tangible book value per diluted common share excludes intangible assets. Starting in 2023, the Company will no longer exclude restricted shares from the calculation of Tangible Book Value per Diluted Common Share, as the Chairman (if any)unvested restricted shares outstanding are no longer considered material. The resulting change in Tangible Book Value per Diluted Common Share is ($0.05) per share at December 31, 2023 and thus the Company will no longer adjust the calculation. Further, management believes that effects of intangible assets are not indicative of underlying underwriting results or anytrends and make book value comparisons to less acquisitive peer companies less meaningful. The tangible book value per diluted common share is also useful because it provides a more accurate measure of the realizable value of shareholder returns, excluding intangible assets. Reconciliations of such measures to the most comparable GAAP figures are included below.

Core Results

Collectively, the sum of the Company's two Directors or any Directorsegments, Reinsurance and Insurance & Services, constitute “Core” results. Core underwriting income, Core net services income, Core income and Core combined ratio are non-GAAP financial measures. We believe it is useful to review Core results as it better reflects how management views the business and reflects our decision to exit the runoff business. The sum of Core results and Corporate results are equal to the consolidated results of operations.

Core underwriting income - calculated by subtracting loss and loss adjustment expenses incurred, net, acquisition costs, net, and other underwriting expenses from net premiums earned.

Core net services income - consists of services revenues which include commissions, brokerage and fee income related to consolidated MGAs, and other revenues, and services expenses which include direct expenses related to consolidated MGAs, services noncontrolling income which represent minority ownership interests in consolidated MGAs. Net investment gains (losses) from Strategic investments which are net investment gains (losses) from our investment holdings, are no longer included in Core net services income, with comparative financial periods restated. Net services income is a key indicator of the profitability of the Company's services provided.

Core income - consists of two components, core underwriting income and core net services income. Core income is a key measure of our segment performance.

Core combined ratio - calculated by dividing the sum of Core loss and loss adjustment expenses incurred, net, acquisition costs, net and other underwriting expenses by Core net premiums earned. Accident year loss ratio and accident year combined ratio are calculated by excluding prior year loss reserve development to present the impact of current accident year net loss and loss adjustment expenses on the Core loss ratio and Core combined

122 

ratio, respectively. Attritional loss ratio excludes catastrophe losses from the accident year loss ratio as they are not predictable as to timing and amount. These ratios are useful indicators of our underwriting profitability.

The following is a summary of the Company’s operating segment results for the year ended December 31, 2023:

           2023          
  Reinsurance  Insurance & Services  Core  

Eliminations

(2)

  Corporate  

Segment

Measure

Reclass

  Total 
Gross premiums written $1,271.0  $2,039.7  $3,310.7  $  $116.7  $  $3,427.4 
Net premiums written  1,061.0   1,282.7   2,343.7      94.2      2,437.9 
Net premiums earned  1,031.4   1,249.2   2,280.6      145.6      2,426.2 
Loss and loss adjustment expenses incurred, net  490.3   815.4   1,305.7   (5.4)  81.0      1,381.3 
Acquisition costs, net  252.2   295.5   547.7   (137.2)  62.2      472.7 
Other underwriting expenses  82.7   94.3   177.0      19.3      196.3 
Underwriting income (loss)  206.2   44.0   250.2   142.6   (16.9)     375.9 
Services revenues  (1.1)  238.6   237.5   (149.6)     (87.9)   
Services expenses     187.8   187.8         (187.8)   
Net services fee income (loss)  (1.1)  50.8   49.7   (149.6)     99.9    
Services noncontrolling income     (8.5)  (8.5)        8.5    
Net services income (loss)  (1.1)  42.3   41.2   (149.6)     108.4    
Segment income (loss)  205.1   86.3   291.4   (7.0)  (16.9)  108.4   375.9 
Net investment income                  283.7      283.7 
Net realized and unrealized investment losses                  (10.0)     (10.0)
Net realized and unrealized investment losses from related party investment funds                  (1.0)     (1.0)
Other revenues                  (49.5)  87.9   38.4 
Net corporate and other expenses                  (70.4)  (187.8)  (258.2)
Intangible asset amortization                  (11.1)     (11.1)
Interest expense                  (64.1)     (64.1)
Foreign exchange losses                  (34.9)     (34.9)
Income before income tax benefit $205.1  $86.3   291.4   (7.0)  25.8   8.5   318.7 
Income tax benefit                45.0      45.0 
Net income          291.4   (7.0)  70.8   8.5   363.7 
Net income attributable to noncontrolling interests                (0.4)  (8.5)  (8.9)
Net income available to SiriusPoint         $291.4  $(7.0) $70.4  $  $354.8 
                             
Underwriting Ratios: (1)                            
Loss ratio  47.5%  65.3%  57.3%              56.9%
Acquisition cost ratio  24.5%  23.7%  24.0%              19.5%
Other underwriting expenses ratio  8.0%  7.5%  7.8%              8.1%
Combined ratio  80.0%  96.5%  89.1%              84.5%

(1)Underwriting ratios are calculated by dividing the related expense by net premiums earned.

(2)Insurance and Services MGAs recognize fees for service using revenue from contracts with customers accounting standards, whereas insurance companies recognize acquisition expenses using insurance contract accounting standards. While ultimate revenues and expenses recognized will match, there will be recognition timing differences based on the different accounting standards.

123 

Tangible Book Value Per Diluted Common Share

Tangible book value per diluted common share, as presented, is a non-GAAP financial measure and the Secretarymost comparable U.S. GAAP measure is book value per common share. Tangible book value per diluted common share excludes intangible assets. Starting in 2023, the Company will no longer exclude restricted shares from calculation of Tangible Book Value per Diluted Common Share, as the unvested restricted shares outstanding are no longer considered material. The resulting change in Tangible Book Value per Diluted Common Share is ($0.05) per share at December 31, 2023 and thus the Company will no longer adjust the calculation. Further, management believes that effects of intangible assets are not indicative of underlying underwriting results or the Board shall appoint.

23.Special General Meetings
trends and make book value comparisons to less acquisitive peer companies less meaningful. The Chairman (if any) or any two Directors or any Director and the Secretary or the Board may convenetangible book value per diluted common share is also useful because it provides a special general meeting which shall not be in the United States whenever in their judgment such a meeting is necessary.
24.Requisitioned General Meetings
The Board shall, on the requisition of Members holding at the datemore accurate measure of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene a special general meeting and the provisions of the Act shall apply.
25.Notice
25.1At least 21 days' notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time which shall not be in the United States at which the meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting.
25.2At least 21 days' notice of a special general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place which shall not be in the United States and the general nature of the business to be considered at the meeting.
25.3The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting.
25.4A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and


vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominalrealizable value of shareholder returns, excluding intangible assets.

The following table sets forth the shares giving a right to attendcomputation of book value per common share, book value per diluted common share and vote thereat in the casetangible book value per diluted common share as of a special general meeting.

25.5The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
26.Giving Notice and Access
26.1A notice may be given by the Company to a Member:
(a)by delivering it to such Member in person, in which case the notice shall be deemed to have been served upon such delivery; or
(b)by sending it by letter mail or courier to such Member's address in the Register of Members, in which case the notice shall be deemed to have been served seven days after the date on which it is deposited, with postage prepaid, in the mail; or
(c)by sending it by courier to such Member’s address in the Register of Members, in which case the notice shall be deemed to have been served two days after the date on which it is deposited, with courier fees paid, with the courier service; or
(d)by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Member to the Company for such purpose in which case the notice shall be deemed to have been served at the time that it would in the ordinary course be transmitted; or
(e)by delivering it in accordance with the provisions of the Act pertaining to delivery of electronic records by publication on a website, in which case the notice shall be deemed to have been served at the time when the requirements of the Act in that regard have been met.
26.2Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.
26.3In proving service under paragraphs 26.1 (b), (c) and (d), it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted or sent by courier, and the time when it was posted, deposited with the courier, or transmitted by electronic means.
27.Notice of Nominations and Member Business
27.1Annual General Meetings
(a)Nominations of persons for election to the Board or the proposal of other business to be transacted by the Members may be made at an annual general meeting only (A) pursuant to the Company’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board or (C) subject to any applicable law, by Members of record at the time of giving of notice as provided for in this Bye-law 27.1 and who comply with the notice procedures set forth in this Bye-law 27.1;
(b)For nominations or other business to be properly brought before an annual general meeting by a Member pursuant to clause (C) of Bye-law 27.1(a), the Member must have given timely notice thereof in writing to the Secretary and any such proposed business must constitute a
December 31, 2023 and 2022:

  December 31, 2023  December 31, 2022 
  ($ in millions, except share and per share amounts) 
Common shareholders’ equity attributable to SiriusPoint common shareholders $2,313.9  $1,874.7 
Intangible assets  (152.7)  (163.8)
Tangible common shareholders' equity attributable to SiriusPoint common shareholders $2,161.2  $1,710.9 
         
Common shares outstanding  168,120,022   162,177,653 
Effect of dilutive stock options, restricted share units, warrants and Series A preference shares  5,193,920   3,492,795 
Book value per diluted common share denominator  173,313,942   165,670,448 
Unvested restricted shares     (1,708,608)
Tangible book value per diluted common share denominator  173,313,942   163,961,840 
         
Book value per common share $13.76  $11.56 
Book value per diluted common share $13.35  $11.32 
Tangible book value per diluted common share $12.47  $10.43

 


124 


proper matter for Member action. To be timely, a Member’s notice shall be delivered to or mailed and received by the Secretary at the registered office of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual general meeting; provided, that in the event that the date of the annual general meeting is advanced more than 30 days prior to such anniversary date or delayed more than 30 days after such anniversary date then to be timely such notice must be received at the registered office of the Company no earlier than 120 days prior to such annual general meeting and no later than the later of 70 days prior to the date of the general meeting or the 10th day following the day on which public announcement of the date of the general meeting was first made by the Company. In no event shall the public announcement of an adjournment or postponement of an annual general meeting commence a new time period (or extend any time period) for the giving of a Member’s notice as described above. For purposes of Bye-laws 27.1(b) and 27.2, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, the Associated Press, PR Newswire, Businesswire, Bloomberg or any comparable news service in the United States or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934;

(c)A Member’s notice to the Secretary shall set forth (A) as to each person whom the Member proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Section 14(a) of the Securities Exchange Act of 1934 (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (B) as to any other business that the Member proposes to bring before the general meeting, a brief description of the business desired to be brought before the general meeting, the text of the proposal or business, the reasons for conducting such business at the general meeting and any material interest in such business of such Member and the beneficial owner, if any, on whose behalf the proposal is made, and (C) as to the Member giving the notice and the beneficial owner, if any, on whose behalf the proposal is made:
(i)the name and address of such Member (as they appear in the Register of Members) and any such beneficial owner;
(ii)the class or series and number of shares of the Company which are held of record or are beneficially owned by such Member and by any such beneficial owner;
(iii)a description of any agreement, arrangement or understanding between or among such Member and any such beneficial owner, any of their respective affiliates or associates, and any other person or persons (including their names) in connection with the proposal of such nomination or other business;
(iv)a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, share appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Member or any such beneficial owner or any such nominee with respect to the Company’s securities (a “Derivative Instrument”);



(v)to the extent not disclosed pursuant to clause (iv) above, the principal amount of any indebtedness of the Company or any of its subsidiaries beneficially owned by such Member or by any such beneficial owner, together with the title of the instrument under which such indebtedness was issued and a description of any Derivative Instrument entered into by or on behalf of such Member or such beneficial owner relating to the value or payment of any indebtedness of the Company or any such Subsidiary;
(vi)a representation that the Member is a holder of record of shares of the Company entitled to vote at such general meeting and intends to appear in person or by proxy at the general meeting to bring such nomination or other business before the general meeting; and
(vii)a representation as to whether such Member or any such beneficial owner intends or is part of a group that intends to (i) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the voting power of the Company’s outstanding shares required to approve or adopt the proposal or to elect each such nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination;
(d)If requested by the Company, the information required under clauses (ii), (iii), (iv) and (v) of Bye-law 27.1(c) shall be supplemented by such Member and any such beneficial owner not later than 10 days after the record date for notice of the general meeting to disclose such information as of such record date;
(e)Notwithstanding anything to the contrary, the notice requirements set forth herein with respect to the proposal of any business pursuant to this Bye-law 27.1 other than a nomination shall be deemed satisfied by a Member if such Member has submitted a proposal to the Company in compliance with Rule 14a-8 promulgated under the Securities and Exchange Act of 1934 and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for the general meeting.
27.2Special General Meetings
(a)Only such business shall be conducted at a special general meeting as shall have been brought before the general meeting in accordance with the Company’s notice of meeting pursuant to Bye-laws 25 and 26.
(b)Nominations of persons for election to the Board at a special general meeting may be made (i) by or at the direction of the Board or (ii) provided that the Board has determined that Members may nominate persons for election to the Board at such general meeting, by any Member of the Company who is a Member of record at the time of giving of notice provided for in this Bye-law 27.2(b), who shall be entitled to vote at the general meeting and who complies with the notice procedures set forth in this Bye-law 27.
(c)For nominations to be properly brought before a special general meeting by a Member pursuant to this Bye-law 27.2(b)(ii), the Member must have given timely notice thereof in writing to the Secretary. To be timely, a Member’s notice shall be delivered to or mailed and received at the registered office of the Company (A) not earlier than 120 days prior to the date of the special general meeting nor (B) later than the later of 90 days prior to the date of the special general meeting or the 10th day following the day on which public announcement of the date of the special general meeting was first made.
(d)A Member’s notice to the Secretary, including any notice of requisition pursuant to Bye-law 24, shall comply with the notice requirements of Bye-law 27.1(c) and (d).



27.3General
(a)At the request of the Board, any person nominated by the Board for election as a director shall furnish to the Secretary the information that is required to be set forth in a Member’s notice of nomination pursuant to Bye-law 27.1(c).
(b)No person shall be eligible to be nominated by a Member to serve as a director of the Company unless nominated in accordance with the procedures set forth in this Bye-law 27.
(c)The chairman of the general meeting shall, if the facts warrant, determine and declare to the general meeting that a nomination was not made in accordance with the procedures prescribed by these Bye-laws or that business was not properly brought before the general meeting, and if he should so determine and declare, the defective nomination shall be disregarded or such business shall not be transacted, as the case may be.
(d)Notwithstanding the foregoing provisions of this Bye-law 27, unless otherwise required by the Act, if the Member (or a qualified representative of the Member) does not appear at the annual or special general meeting to present a nomination or other proposed business, such nomination shall be disregarded or such proposed business shall not be transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been received by the Company. For purposes of this Bye-law 27.3, to be considered a qualified representative of the Member, a person must be a duly authorized officer, manager or partner of such Member or must be authorized by a writing executed by such Member or an electronic transmission delivered by such Member to act for such Member as proxy at the general meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the general meeting.
27.4
Without limiting the foregoing provisions of this Bye-law 27, a Member shall also comply with all applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the matters set forth in this Bye-law 27; provided, that any references in these Bye-laws to the Securities Exchange Act of 1934 or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Bye-law, and compliance with Bye-law 27.1 or 27.2 shall be the exclusive means for a Member to make nominations or submit other business (other than as provided in Bye-law 27.1(e)).
28.Postponement or Cancellation of General Meeting
The Secretary may, and on instruction of the Chairman or president the Secretary shall, postpone or cancel any general meeting called in accordance with these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement or cancellation is given to the Members before the time for such meeting. Fresh notice of the date, time and place for the postponed or cancelled meeting shall be given to each Member in accordance with these Bye-laws.
29.Electronic Participation and Security in Meetings
29.1Members may participate in any general meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.
29.2The Board may, and at any general meeting, the Chairman of such meeting may, make any arrangement and impose any requirement or restriction it or he considers appropriate to ensure the security of the general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the


meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting, the chairman of such meeting are entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements or restrictions.
30.Quorum at General Meetings
30.1At any general meeting two or more persons present in person throughout the meeting and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided, however that no Member may participate in any general meeting during which that Member (or, if any Member is an entity, its representative) is physically present in the United States.
30.2If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place (which shall not be in the United States) or to such other day, time or place (which shall not be in the United States) as the Secretary may determine. Unless the meeting is adjourned to a specific date, time and place (which shall not be in the United States) announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws.
31.Chairman to Preside at General Meetings
Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the Chairman, if there be one, shall act as chairman of the meeting at all general meetings at which such person is present. In their absence a chairman of the meeting shall be appointed or elected by those present at the meeting and entitled to vote.
32.Voting on Resolutions
32.1Subject to the Act and these Bye-laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes the resolution shall fail.
32.2No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member.
32.3At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Bye-laws, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand.
32.4In the event that a Member participates in a general meeting by telephone, electronic or other communication facilities or means, the chairman of the meeting shall direct the manner in which such Member may cast his vote on a show of hands.
32.5At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.
32.6At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of that fact.


33.Power to Demand a Vote on a Poll
33.1Notwithstanding the foregoing, a poll may be demanded by any of the following persons:
(a)the chairman of such meeting; or
(b)at least three Members present in person or represented by proxy; or
(c)any Member or Members present in person or represented by proxy and holding between them not less than one-tenth of the total voting rights of all the Members having the right to vote at such meeting; or
(d)any Member or Members present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total amount paid up on all such shares conferring such right.
33.2Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, electronic or other communication facilities or means, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.
33.3A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chairman (or acting chairman) of the meeting may direct. Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll.
33.4Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such manner as the chairman of the meeting shall direct. At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two Members or proxy holders appointed by the chairman of the meeting for the purpose and the result of the poll shall be declared by the chairman of the meeting.
34.Voting by Joint Holders of Shares
In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.
35.Instrument of Proxy
35.1An instrument appointing a proxy shall be in writing in substantially the following form or such other form as the chairman of the meeting shall accept:


Proxy
Third Point Reinsurance Ltd.
(the "Company")
I/We, [insert names here], being a Member of the Company with [number] shares, HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Members to be held on the [date] and at any adjournment thereof. [Any restrictions on voting to be inserted here.]
Signed this [date]
Member(s)
35.2The instrument appointing a proxy must be received by the Company at the registered office or at such other place or in such manner as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person named in the instrument appointing a proxy proposes to vote, and an instrument appointing a proxy which is not received in the manner so prescribed shall be invalid.
35.3A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf in respect of different shares.
35.4Subject to Bye-law 34.5, the decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.
35.5Any Member may irrevocably appoint a proxy and in such case: (i) such appointment shall be irrevocable in accordance with the terms of the instrument of appointment; (ii) the Company shall be given notice of the appointment, such notice to include the name, address, telephone number and electronic mail address of the proxy, and the Company shall give to such proxy notice of all meetings of shareholders of the Company; (iii) such proxy shall be the only person entitled to vote the relevant Shares at any meeting at which such proxy is present; and (iv) the Company shall be obliged to recognise the proxy until such time as such proxy shall notify the Company in writing that the appointment of such proxy is no longer in force.
36.Representation of Corporate Member
36.1A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.
36.2Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member.
37.Adjournment of General Meeting
37.1The chairman of a general meeting at which quorum is present may, with the consent of the Members holding a majority of the voting rights of those Members present in person or by proxy (and shall if so directed by Members holding a majority of the voting rights of those Members present in person or by proxy) adjourn the meeting.
37.2The chairman of a general meeting may may adjourn a meeting to another time and place without the consent or direction of the Members if it appears to him that:


(a)it is likely to be impractical to hold or continue that meeting because of the number of Members wishing to attend who are not present; or
(b)The unruly conduct of persons attending the meeting prevents, or is likely to prevent, the orderly continuation of the business of the meeting; or
(c)An adjournment is otherwise necessary so that the business of the meeting may be properly conducted.
37.3Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws.
38.Written Resolutions
38.1Subject to these Bye-laws, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may be done without a meeting by written resolution signed by or, in the case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of all the Members who at the date of the resolution would be entitled to attend the meeting and vote on the resolution.
38.2Notice of a written resolution shall be given, and a copy of the resolution shall be circulated, to all Members who would be entitled to attend a meeting and vote thereon. The accidental omission to give notice to, or the non-receipt of a notice by, any Member does not invalidate the passing of a resolution.
38.3A written resolution is passed when it is signed by, or in the case of a Member that is a corporation, on behalf of, the Members who at the date that the notice is given represent such majority of votes as would be required if the resolution was voted on at a meeting of Members at which all Members entitled to attend and vote thereat were present and voting.
38.4A resolution in writing may be signed in any number of counterparts.
38.5A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.
38.6A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act.
38.7This Bye-law shall not apply to:
(a)(a)    a resolution passed to remove an Auditor from office before the expiration of his term of office; or
(b)(b)    a resolution passed for the purpose of removing a Director before the expiration of his term of office.
38.8For the purposes of this Bye-law, the effective date of the resolution is the date when the resolution is signed by, or in the case of a Member that is a corporation, on behalf of, the last Member whose signature results in the necessary voting majority being achieved and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date.


38.9This Bye-law 38 shall no longer apply or have effect from and after the Effective Date, and, from and after the Effective Date, no resolution of the Company may be adopted by written resolution.
39.Directors Attendance at General Meetings
The Directors shall be entitled to receive notice of, attend and be heard at any general meeting.
DIRECTORS AND OFFICERS
40.Election of Directors
40.1Only persons who are proposed or nominated in accordance with Bye-law 27 shall be eligible for election as Directors.
40.2Where persons are validly proposed for re-election or election as a Director, the persons receiving the most votes (up to the number of Directors to be elected) shall be elected as Directors, and an absolute majority of the votes cast shall not be a prerequisite to the election of such Directors.
40.3For so long as a Lead Investor holds Shares representing at least 25% of the total number of Shares held by such Lead Investor on December 22, 2011, such Lead Investor shall have the right to appoint one Class III director to the Board of Directors of the Company at each annual general meeting at which the term of such Lead Investor’s appointee expires.
40.4At any general meeting the Members may authorise the Board to fill any vacancy in their number left unfilled at a general meeting.
41.Number of Directors
The Board shall consist of not less than seven Directors or such number in excess thereof as the Board may from time to time determine.The Board shall consist of such number of Directors, not fewer than five Directors, as the Board may from time to time determine in its sole discretion, up to a maximum of eleven Directors.
42.Term of Office of Directors
42.1The Directors shall be classified with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, one class (“Class I”) whose initial term expires at the 2014 annual general meeting of the Members will be elected for a three year term, another class (“Class II”) whose initial term expires at the 2015 annual general meeting of the Members will be elected for a three year term, and another class (“Class III”) whose initial term expires at the 2016 annual general meeting of the Members will be elected for a three year term, with each class to hold office until its successors are elected and qualified.
42.2
At each succeedingannual general meetingof the Members, the, successors ofto the class of dDirectors whose term expires at suchthat annual general meeting shall be elected to hold office for a term expiring at the annual meeting of Members held in (i) with respect to the Class I directors, the third year following the year of their appointment, (ii) with respect to the Class II directors, the third year following the year of their appointment and (iii) with respect to the Class III directors, the third year following the year of their appointmentfor a three year term. If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any Director of any class elected to fill a vacancy shall hold office for a term that shall coincide with the remaining term of the other Directors of that class, but in no case shall a decrease in the number of Directors shorten the term of any Director then in office. A Director shall hold office until the annual general meeting for the year in which his term expires, subject to his office being vacated pursuant to Bye-law 45.1.


43.Alternate Directors; Board Observers
43.1At any general meeting, the Members may elect a person or persons to act as a Director in the alternative to any one or more Directors or may authorise the Board to appoint such Alternate Directors.
43.2Unless the Members otherwise resolve, any Director may appoint a person or persons to act as a Director in the alternative to himself by notice deposited with the Secretary. Any person so elected or appointed shall have all the rights and powers of the Director or Directors for whom such person is elected or appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present.
43.3An Alternate Director shall be entitled to receive notice of all Board meetings and to attend and vote at any such meeting at which a Director for whom such Alternate Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed.
43.4An Alternate Director shall cease to be such if the Director for whom he was appointed to act as a Director in the alternative ceases for any reason to be a Director, but he may be re-appointed by the Board as an alternate to the person appointed to fill the vacancy in accordance with these Bye-laws.
43.5The Company shall permit one representative of each of Daniel S. Loeb, Kelso, Pine Brook and P RE Opportunities Ltd. (“PROL”) (but only for so long as Daniel S. Loeb, Kelso, Pine Brook or PROL, as applicable, hold Shares) to attend all meetings of the Board of Directors as observers, and shall provide such person with such notice and other information with respect to such meetings as are delivered to the directors of the Company. Notwithstanding the foregoing, the Company (i) may condition the right of any such person to attend meetings of the Board of Directors and receive notice and other information with respect to such meetings on the execution of a confidentiality agreement reasonably satisfactory to the Company, and (ii) may prevent such person from attending a meeting of the Board of Directors (or portion thereof) or receiving certain information with respect thereto if the Company believes, after consultation with counsel, that it is necessary to do so to ensure preservation of the attorney-client privilege.
44.Removal of Directors
44.1From the date of the adoption of these Bye-laws until the Effective Date, subject to any provision to the contrary in these Bye-laws, the Members holding a majority of the voting shares of the Company may, at any special general meeting convened and held in accordance with these Bye-laws, by the affirmative vote of all such Members, remove a Director, provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than 14 days before the meeting and at such meeting the Director shall be entitled to be heard on the motion for such Director's removal.
44.2From the Effective Date, subject to any provision to the contrary in these Bye-laws, the Members holding a majority of the voting shares of the Company may, at any special general meeting convened and held in accordance with these Bye-laws, by the affirmative vote of all such Members, remove a Director only with cause, provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than 14 days before the meeting and at such meeting the Director shall be entitled to be heard on the motion for such Director's removal.
44.3If a Director is removed from the Board under this Bye-law the Members may fill the vacancy at the meeting at which such Director is removed. In the absence of such election or appointment, the Board may fill the vacancy.


44.4For the purposes of this Bye-law, “cause” shall mean a conviction for a criminal offence involving dishonesty or engaging in conduct which brings the Director or the Company into disrepute and which results in material financial detriment to the Company.
45.Vacancy in the Office of Director
45.1The office of Director shall be vacated if the Director:
(a)is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law;
(b)is or becomes bankrupt, or makes any arrangement or composition with his creditors generally;
(c)is or becomes of unsound mind or dies; or
(d)resigns his office by notice to the Company.
45.2
The Members in general meeting or the Board shall have the power to appoint any person as a Director to fill a vacancy on the Board occurring as a result of the death, disability, disqualification or resignation of any Directoror as a result of an increase in the size of the Board and to appoint an Alternate Director to any Director so appointed, provided that in the event the vacancy to be filled is for a Lead Investor’s appointee and such Lead Investor meets the qualifications set forth in Bye-Law 40.3 for its entitlement to appoint a Director, then such Lead Investor shall appoint the Director to fill such vacancy.
46.Remuneration of Directors
The remuneration (if any) of the Directors shall be determined by the Board of Directors or a committee thereof and shall be deemed to accrue from day to day. The Directors and any board observers appointed pursuant to Bye-law 43.5 will also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from the Board meetings, any committee appointed by the Board, general meetings, or in connection with the business of the Company or their duties as Directors generally.
47.Defect in Appointment
All acts done in good faith by the Board, any Director, a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its powers, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in the relevant capacity.
48.Directors to Manage Business
The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Bye-laws, required to be exercised by the Company in general meeting.
49.Powers of the Board of Directors
The Board may:
(a)appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;


(b)exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c)appoint one or more Directors to the office of managing director or chief executive office of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(d)appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(e)by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;
(f)procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g)delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board;
(h)delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;
(i)present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j)in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(k)authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
50.
[Intentionally Omitted]
51.Register of Directors and Officers
The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act.


52.Appointment of Officers
The Board may appoint such Officers (who may or may not be Directors) as the Board may determine for such terms as the Board deems fit.
53.Appointment of Secretary
The Secretary shall be appointed by the Board from time to time for such term as the Board deems fit.
54.Duties of Officers
The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.
55.Remuneration of Officers
The Officers shall receive such remuneration as the Board or a committee thereof may determine.
56.Conflicts of Interest
56.1Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company on such terms, including with respect to remuneration, as may be agreed between the parties. Nothing herein contained shall authorise a Director or Director's firm, partner or company to act as Auditor to the Company.
56.2A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest as required by the Act and such Director shall be required to recuse himself from any board meeting at which such contract or arrangement is to be considered.
56.3Following a declaration being made pursuant to this Bye-law, a Director shall not vote in respect of any contract or proposed contract or arrangement in which such Director is interested, shall not be counted in the quorum for such meeting and shall be required to recuse himself from any discussion, provided that such restrictions shall not apply to the investment management agreement, dated December 22, 2011, by and between the Company, TP Re or any of their respective affiliates (including, without limitation, the Joint Venture and Investment Management Agreement but except as expressly set forth in such Joint Venture and Investment Management Agreement), and the Sponsor, or any of its affiliates, or any amendment, modifications or waivers thereof or any successor agreement thereto. For the avoidance of doubt, no Director shall be considered "interested" with respect to any transactions in which all the Members participate or are offered to participate.
57.Indemnification and Exculpation of Directors and Officers
57.1The Directors, Resident Representative, Secretary and other Officers (such term to include any person appointed to any committee by the Board) for the time being acting in relation to any of the affairs of the Company or any Subsidiary thereof and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company or any Subsidiary thereof and every one of them, and their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for


any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud, gross negligence or wilful misconduct which may attach to any of the said persons. Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company or any Subsidiary thereof, PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud, gross negligence or wilful misconduct which may attach to such Director or Officer.
57.2The Company may purchase and maintain insurance for the benefit of any Director or Officer against any liability incurred by him under the Act in his capacity as a Director or Officer or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any Subsidiary thereof.
57.3The Company may advance moneys to a Director or Officer for the costs, charges and expenses incurred by the Director or Officer in defending any civil or criminal proceedings against him, on condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty is proved against him.
MEETINGS OF THE BOARD OF DIRECTORS
58.Board Meetings
The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit provided, however, that no Director may participate in any meeting of the Board or committee thereof while physically present in the United States. A resolution put to the vote at a Board meeting shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.
59.Notice of Board Meetings
A Director may, and the Secretary on the requisition of a Director shall, at any time summon a Board meeting or a meeting of a committee of the Board. Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to such Director verbally (including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means or other mode of representing words in a visible form at such Director's last known address or in accordance with any other instructions given by such Director to the Company for this purpose at least 48 hours prior to such Board meeting, unless each Director attends or gives his prior written consent to the meeting being held on such shorter notice.
60.Electronic Participation in Meetings
Directors may participate in any meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting provided, however, that no Director may participate in any meeting of the Board or a committee thereof while physically present in the United States.
61.Quorum at Board Meetings
The quorum necessary for the transaction of business at a Board meeting shall be a majority of the Directors then in office.



62.Board to Continue in the Event of Vacancy
The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at Board meetings, the continuing Directors or Director may act for the purpose of (i) summoning a general meeting; or (ii) preserving the assets of the Company.
63.Chairman to Preside
Unless otherwise agreed by a majority of the Directors attending, the Chairman, if there be one, shall act as chairman at all Board meetings at which such person is present. In his absence a chairman shall be appointed or elected by the Directors present at the meeting.
64.Written Resolutions
A resolution signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a Board meeting or the applicable committee thereof, duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution, provided that no such resolution shall be valid unless the last signature of a Director is affixed outside the United States (but, notwithstanding Bye-laws 58 and 60 hereof, a Director who is not the last Director to sign may sign a resolution in writing even though he is in the United States). Such resolution shall be deemed to be adopted as an act of the Board or the applicable committee thereof, at the place where, and at the time when, the last signature of a Director is affixed thereto. For the purposes of this Bye-law only, "the Directors" shall not include an Alternate Director.
65.Validity of Prior Acts of the Board
No regulation or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.
CORPORATE RECORDS
66.Minutes
The Board shall cause minutes to be duly entered in books provided for the purpose:
(a)of all elections and appointments of Officers;
(b)of the names of the Directors present at each Board meeting and of any committee appointed by the Board; and
(c)of all resolutions and proceedings of general meetings of the Members, Board meetings, meetings of managers and meetings of committees appointed by the Board.
67.Place Where Corporate Records Kept
Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered office of the Company.
68.Form and Use of Seal
68.1The Company may adopt a seal in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda.


68.2A seal may, but need not, be affixed to any deed, instrument or document, and if the seal is to be affixed thereto, it shall be attested by the signature of (i) any Director, or (ii) any Officer, or (iii) the Secretary, or (iv) any person authorised by the Board for that purpose.
68.3A Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents.
ACCOUNTS
69.Records of Account
69.1The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:
(a)all amounts of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;
(b)all sales and purchases of goods by the Company; and
(c)all assets and liabilities of the Company.
69.2Such records of account shall be kept at the registered office of the Company, or subject to the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.
69.3Such records of account shall be retained for a minimum period of five years from the date on which they are prepared.
70.Financial Year End
The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December in each year.
AUDITS
71.Annual Audit
Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to the Act, the accounts of the Company shall be audited at least once in every year.
72.Appointment of Auditor
72.1Subject to the Act, at the annual general meeting or at a subsequent special general meeting in each year, an independent representative of the Members shall be appointed by them as Auditor of the accounts of the Company.
72.2The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.
73.Remuneration of Auditor
73.1The remuneration of an Auditor appointed by the Members shall be fixed by the Company in general meeting or in such manner as the Members may determine.


73.2The remuneration of an Auditor appointed by the Board to fill a casual vacancy in accordance with these Bye-laws shall be fixed by the Board.
74.Duties of Auditor
74.1The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards.
74.2The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used.
75.Access to Records
The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers for any information in their possession relating to the books or affairs of the Company.
76.Financial Statements
76.1Subject to any rights to waive laying of accounts pursuant to the Act, financial statements, as required by the Act, shall be laid before the Members in a general meeting annually. A resolution in writing made in accordance with Bye-law 37 receiving, accepting, adopting, approving or otherwise acknowledging financial statements shall be deemed to be the laying of such statements before the Members in general meeting.
77.Distribution of Auditor’s Report
The report of the Auditor shall be submitted to the Members in general meeting.
78.Vacancy in the Office of Auditor
The Board may fill any casual vacancy in the office of the auditor.
BUSINESS COMBINATIONS
79.Business Combinations
79.1Any Business Combination with any Interested Shareholder within a period of three years following the time of the transaction in which the person became an Interested Shareholder must be approved by the Board and authorised at an annual or special general meeting, by the affirmative vote of at least 66.67% of the issued and outstanding voting shares of the Company that are not owned by the Interested Shareholder, unless:
(a)prior to the time that the person became an Interested Shareholder, the Board approved either the Business Combination or the transaction which resulted in the person becoming an Interested Shareholder; or
(b)upon consummation of the transaction which resulted in the person becoming an Interested Shareholder, the Interested Shareholder owned at least 85% of the number of issued and outstanding voting shares of the Company at the time the transaction commenced, excluding for the purposes of determining the number of shares issued and outstanding those shares


owned (i) by persons who are directors and also officers and (ii) employee share plans in which employee participants do not have the right to determine whether shares held subject to the plan will be tendered in a tender or exchange offer.
79.2The restrictions contained in this Bye-law 79 shall not apply if:
(a)a Member becomes an Interested Shareholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the Member ceases to be an Interested Shareholder; and (ii) would not, at any time within the three-year period immediately prior to a Business Combination between the Company and such Member, have been an Interested Shareholder but for the inadvertent acquisition of ownership; or
(b)the Business Combination is proposed prior to the consummation or abandonment of, and subsequent to the earlier of the public announcement or the notice required hereunder of, a proposed transaction which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an Interested Shareholder during the previous three years or who became an Interested Shareholder with the approval of the Board; and (iii) is approved or not opposed by a majority of the members of the Board then in office who were Directors prior to any person becoming an Interested Shareholder during the previous three years or were recommended for election or elected to succeed such Directors by resolution of the Board approved by a majority of such Directors. The proposed transactions referred to in the preceding sentence are limited to:
(i)a merger, amalgamation or consolidation of the Company (except an amalgamation in respect of which, pursuant to the Act, no vote of the shareholders of the Company is required);
(ii)a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the Company or of any entity directly or indirectly wholly-owned or majority-owned by the Company (other than to the Company or any entity directly or indirectly wholly-owned by the Company) having an aggregate market value equal to 50% or more of either the aggregate market value of all of the assets of the Company determined on a consolidated basis or the aggregate market value of all the issued and outstanding shares of the Company; or
(iii)a proposed tender or exchange offer for 50% or more of the issued and outstanding voting shares of the Company.
(c)For the purposes of this Bye-law 79.2 only, the term:
(i)"affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person;
(ii)“associate," when used to indicate a relationship with any person, means: (i) any company, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more


of any class of voting shares; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person;
(iii)"Business Combination," when used in reference to the Company and any Interested Shareholder of the Company, means:
(a)any merger, amalgamation or consolidation of the Company or any entity directly or indirectly wholly-owned or majority-owned by the Company, wherever incorporated, with (A) the Interested Shareholder or any of its affiliates, or (B) with any other company, partnership, unincorporated association or other entity if the merger, amalgamation or consolidation is caused by the Interested Shareholder;
(b)any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a shareholder of the Company, to or with the Interested Shareholder, whether as part of a dissolution or otherwise, of assets of the Company or of any entity directly or indirectly wholly-owned or majority-owned by the Company which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Company determined on a consolidated basis or the aggregate market value of all the issued and outstanding shares of the Company;
(c)any transaction which results in the issuance or transfer by the Company or by any entity directly or indirectly wholly-owned or majority-owned by the Company of any shares of the Company, or any share of such entity, to the Interested Shareholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares of the Company, or shares of any such entity, which securities were issued and outstanding prior to the time that the Interested Shareholder became such; (B) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares of the Company, or shares of any such entity, which security is distributed, pro rata to all holders of a class or series of shares subsequent to the time the Interested Shareholder became such; (C) pursuant to an exchange offer by the Company to purchase shares made on the same terms to all holders of such shares; or (D) any issuance or transfer of shares by the Company; provided however, that in no case under items (B)-(D) of this subparagraph shall there be an increase in the Interested Shareholder's proportionate share of the any class or series of shares;
(d)any transaction involving the Company or any entity directly or indirectly wholly-owned or majority-owned by the Company which has the effect, directly or indirectly, of increasing the proportionate share of any class or series of shares, or securities convertible into any class or series of shares of


the Company, or shares of any such entity, or securities convertible into such shares, which is owned by the Interested Shareholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any repurchase or redemption of any shares not caused, directly or indirectly, by the Interested Shareholder; or
(e)any receipt by the Interested Shareholder of the benefit, directly or indirectly (except proportionately as a shareholder of the Company), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in subparagraphs (a)-(d) of this paragraph) provided by or through the Company or any entity directly or indirectly wholly-owned or majority-owned by the Company;
(iv)“control”, including the terms "controlling," "controlled by" and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract or otherwise. A person who is the owner of 20% or more of the issued and outstanding voting shares of any company, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary; provided that notwithstanding the foregoing, such presumption of control shall not apply where such person holds voting shares, in good faith and not for the purpose of circumventing this provision, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity;
(v)"Interested Shareholder" means any person (other than the Company and any entity directly or indirectly wholly-owned or majority-owned by the Company) that (i) is the owner of 15% or more of the issued and outstanding voting shares of the Company, (ii) is an affiliate or associate of the Company and was the owner of 15% or more of the issued and outstanding voting shares of the Company at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an Interested Shareholder or (iii) is an affiliate or associate of any person listed in (i) or (ii) above; provided, however, that the term "Interested Shareholder" shall not include any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of action taken solely by the Company unless such person referred to in this proviso acquires additional voting shares of the Company otherwise than as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an Interested Shareholder, the voting shares of the Company deemed to be issued and outstanding shall include voting shares deemed to be owned by the person through application of paragraph (viii) below, but shall not include any other unissued shares which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise;
(vi)"person" means any individual, company, partnership, unincorporated association or other entity;


(vii)"voting shares" means, with respect to any company, shares of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a company, any equity interest entitled to vote generally in the election of the governing body of such entity;
(viii)"owner," including the terms "own" and "owned," when used with respect to any shares, means a person that individually or with or through any of its affiliates or associates:
(a)beneficially owns such shares, directly or indirectly; or
(b)has (A) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of shares tendered pursuant to a tender or exchange offer made by such person or any of such person's affiliates or associates until such tendered shares are accepted for purchase or exchange; or (B) the right to vote such shares pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any shares because of such person's right to vote such shares if the agreement, arrangement or understanding to vote such shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or
(c)has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (B) of subparagraph (b) of this paragraph), or disposing of such shares with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such shares.
79.3In respect of any Business Combination to which the restrictions contained in Bye-law 79.1 do not apply but which the Act requires to be approved by the Members, the necessary general meeting quorum and Members’ approval shall be as set out in Bye-laws 30 and 32 respectively.
79.4The Board shall ensure that the bye-laws or other constitutional documents of each entity wholly-owned or majority-owned by the Company shall contain any provisions necessary to ensure that the intent of Bye-law 79.1, as it relates to the actions of such entities, is achieved.
VOLUNTARY WINDING-UP AND DISSOLUTION

80.Winding-Up
If the Company shall be wound up the liquidator may, with the sanction of a resolution of the Members, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the


whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.
CHANGES TO CONSTITUTION
81.Changes to Bye-laws
81.1
No Bye-law may be rescinded, altered or amended and no new Bye-law may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a resolution of the Members. In addition, no amendment to these Bye-laws which would have a material adverse effect on the rights of Kelso, Pine Brook or Daniel S. Loeb may be made without such party’s consent but only for so long as such party holds a number of Shares equal to at least 25% of the total number of Shares held by such party on December 22, 2011.
81.2Bye-laws 32, 40, 42.1, 44 and 81 may not be rescinded, altered or amended and no new Bye-law may be made which would have the effect of rescinding, altering or amending the provisions of such Bye-laws, until the same has been approved by a resolution of the Board including the affirmative vote of not less than 66.67% of the Directors then in office and by a resolution of the Members including the affirmative vote of not less than 66.67% of the votes attaching to all shares in issue.


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