James River Group Holdings (JRVR) Proxy Filing summary

Executive summary

• Annual General Meeting scheduled for October 24, 2024, with proxy materials distributed starting September 18, 2024.

• Shareholders will vote on six key proposals, including director elections, auditor re-appointment, executive compensation, and amendments to incentive plans.

• Board recommends voting in favor of all proposals and encourages shareholder participation via multiple voting methods.

Voting matters and shareholder proposals

• Election of eight directors for a one-year term until the 2025 meeting.

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

• Advisory vote on 2023 executive compensation and on the frequency of future say-on-pay votes (Board recommends annual vote).

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

• Board’s recommendations are “FOR” all proposals and “one year” for say-on-pay frequency.

Board of directors and corporate governance

• Eight nominees, including CEO and Non-Executive Chairman, with diverse backgrounds in insurance, finance, and governance.

• Board composition: 37.5% gender diverse, 12.5% underrepresented minorities, goal to reach 30% gender diversity by 2025.

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

• Annual board and committee self-assessments; all directors attended at least 75% of meetings.

• Share ownership guidelines require directors and executives to hold significant equity stakes.