James River Group Holdings (JRVR) Proxy Filing summary

Executive summary

• Annual General Meeting scheduled for October 23, 2025, with proxy materials distributed starting September 17, 2025.

• Key business actions include director elections, auditor re-appointment, executive compensation approval, and amendments to incentive plans.

• Shareholders can vote in person, by mail, phone, or online; record date is September 3, 2025.

Voting matters and shareholder proposals

• Election of eight directors for a one-year term until the 2026 meeting.

• Re-appointment of Ernst & Young LLP as independent auditor and authorization for remuneration.

• Advisory vote on 2024 executive compensation (say-on-pay).

• Amendments to the 2014 Long-Term Incentive Plan and 2014 Non-Employee Director Incentive Plan to increase authorized shares.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Eight nominees, including a mix of experienced executives and industry experts, with 50% having 0-2 years tenure and 62.5% aged 61+.

• Board committees: Audit, Compensation and Human Capital, Nominating and Corporate Governance, and Investment.

• All directors except the CEO are independent; one director designated by a major shareholder under an investment agreement.

• Annual board and committee self-evaluations; robust code of conduct and governance guidelines.