W R Berkley : 2025 Proxy Statement
WRB
Published on 05/05/2025 at 15:03
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bW R BERKLEY CORPORATION
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
W. R. Berkley Corporation
475 Steamboat Road
Greenwich, Connecticut 06830
Tel: (203) 629-3000 • www.berkley .com
To Our Fellow Shareholders:
Thank you for your continued ownership and support of W. R. Berkley Corporation. Your vote is important to us and, on behalf of our Board of Directors, we encourage you to cast your ballot on the items discussed in this proxy statement using the attached proxy card or by voting via telephone or online.
Financial Performance, Insurance Environment and Business Strategy
Our Company's 2024 performance was outstanding, setting records for the third year in a row for gross and net premiums written, pre-tax underwriting income, net investment income, net income, and operating cash flow, culminating in a 23.6% return on equity and 23.5% growth in book value per share, before dividends and share repurchases. The Company achieved these record results amidst evermore complex insurance, economic, and political environments due to our team's exceptional expertise and execution of our strategy. We remain committed to achieving a superior long-term risk-adjusted return on equity and are optimistic about our enterprise as we look forward to the remainder of 2025 and beyond.
An Independent, Diverse and Experienced Board
With a balance of tenures, diversity of backgrounds and experiences, and a range of skills and expertise, our Board is well-positioned to oversee our Company and support our long-term strategy. We continue to refresh our Board to further alignment with the Company's evolving business and strategic needs. Recent additions have improved the Board's collective expertise-notably in governmental operations, tax, legal, finance, technology, governance, and human capital management and development. The addition of Mr. Rusbuldt to the Board, if elected, will add deep industry expertise as well as expertise in the areas of risk management, distribution, regulatory matters, public policy, and digital marketing.
Shareholder Engagement and Demonstrated Responsiveness
Our shareholder outreach and engagement remain robust. Much of our most recent outreach discussions centered on board refreshment and education for new directors and talent development in the context of succession planning. Enhanced discussion on these topics has been included in this proxy statement. We continue to monitor the evolving regulatory environment for sustainability reporting, and our shareholder feedback continually informs our practices.
We thank our colleagues for their steadfast commitment to meeting the needs of our customers, agents, brokers, and communities. It is because of our team that our Company continues to prosper, and we thank our shareholders for the privilege of managing their capital.
Sincerely,
William R. Berkley W. Robert Berkley, Jr.
Executive Chairman President and Chief Executive Officer
"Always do right. This will gratify some people and astonish the rest."
- Mark Twain
475 Steamboat Road
Greenwich, Connecticut 06830
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS June 11, 2025
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual Meeting") of W. R. Berkley Corporation (the "Company") will be held at its offices at 475 Steamboat Road, Greenwich, Connecticut, on Wednesday, June 11, 2025 at 1:30 p.m. for the following purposes:
To elect as directors to serve until their successors are duly elected and qualified the four nominees named in the accompanying proxy statement;
To approve and adopt an amendment to the Company's Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 1,250,000,000 to 1,875,000,000;
To consider and cast a non-binding advisory vote on a resolution approving the compensation of the Company's named executive officers pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, or "say-on-pay" vote;
To ratify the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025;
To consider a stockholder proposal if properly presented at the Annual Meeting; and
To consider and act upon any other matters which may properly come before the Annual Meeting or any adjournment thereof.
In accordance with the Company's By-Laws, the Company's Board of Directors has fixed the close of business on April 17, 2025 as the date for determining stockholders of record entitled to receive notice of, and to vote at, the Annual Meeting.
We intend to hold our Annual Meeting in person. In the event circumstances arise such that it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the Annual Meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Details, if any, will be available on the Events and Presentation tab of our corporate website at https://ir.berkley.com/news-and-events/events-and-presentations/default.aspx. As always, we encourage you to vote your shares prior to the Annual Meeting.
By Order of the Board of Directors, PHILIP S. WELT
Executive Vice President and Secretary
Dated: April 25, 2025
Table of Contents
2025 Annual Meeting of Stockholders 1
Alignment with Stockholder Interests 2
2024 Business Highlights 3
2024 Sustainability Highlights 4
Industry Background and Corporate Strategy 5
Our Business Must Be Managed with a Long-Term Perspective 5
Our Long-Term Perspective Has Driven Superior Stockholder Value Creation 9
Proposal 1: Election of Directors 10
Our Directors and Director Nominees 10
Proposal 2: Amendment of Restated Certificate of Incorporation to Increase Authorized Common Stock 18
Proposal 3: Non-Binding Advisory Vote on Executive Compensation 19
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm 21
Proposal 5: A Stockholder Proposal Regarding Director Election Resignation Governance Policy 22
Executive Officers 25
Corporate Governance and Board Matters 26
Highlights 26
Board Committees 28
Additional Information Regarding the Board of Directors 34
Insider Trading Policy and Procedures 38
Compensation Committee Interlocks and Insider Participation 38
Code of Ethics 38
Environmental, Social and Governance (Sustainability) 38
Board Oversight of Human Capital Management and Corporate Culture 40
Communications with Non-Management Directors 41
Transactions with Management and Others 42
Compensation Discussion and Analysis 43
Compensation Discussion and Analysis - Table of Contents 43
Introduction 44
Executive Compensation Policies and Practices 45
Stockholder Outreach 46
Executive Compensation Objectives, Philosophy and Design 47
Additional Design Information 48
Use of Market and Peer Group Data 54
Executive Compensation Decisions During the Last Year 57
Severance and Change in Control Benefits 63
Other Policies and Considerations 64
Disclaimer
W.R. Berkley Corporation published this content on May 05, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 05, 2025 at 18:54 UTC.