Document

DEF 14A 1 a2021proxydef14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

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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Soliciting Material under §240.14a-12

ARCH CAPITAL GROUP LTD.

(Name of Registrant as Specified In Its Charter)

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						Arch Capital Group Ltd.
						Waterloo House, Ground Floor
						100 Pitts Bay Road
						Pembroke HM 08, Bermuda

						T: (441) 278-9250

						archcapgroup.com


March 26, 2021

DEAR FELLOW SHAREHOLDER:

You are cordially invited to join Arch Capital Group Ltd.’s Board of Directors and senior leadership at the 2021 annual general meeting of shareholders, which will be held at 12:00 p.m. Eastern Daylight Time, on Thursday, May 6, 2021. As part of our COVID-19 precautions, the annual general meeting will be held virtually via a live webcast. The annual general meeting can be accessed directly at virtualshareholdermeeting.com/ACGL2021. To log in to the annual general meeting as a shareholder, a control number will be required. For registered shareholders, the control number can be found on your proxy card, voting instruction form or notice to shareholders. Any questions for the annual general meeting must be submitted in advance at shareholderinfo@archcapgroup.com by 11:59 p.m. Eastern Daylight Time on May 3, 2021.

The attached notice of the 2021 annual general meeting of shareholders and Proxy Statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting. Your vote is very important to us. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The Board of Directors recommends that you vote “FOR” each of the proposals as listed on the attached notice.

You may submit your proxy either over the telephone or the internet. In addition, if you have requested or received a paper copy of the proxy materials, you can vote by marking, signing, dating and returning the proxy card or voter instruction form sent to you in the envelope accompanying the proxy materials.

Thank you for your continued support.

Sincerely,

Marc Grandisson

Chief Executive Officer

NOTICE OF 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

When: Thursday, May 6, 2021, 12:00 p.m. Eastern Daylight Time

Where: virtualshareholdermeeting.com/ACGL2021

We are pleased to invite you to the Arch Capital Group Ltd. 2021 Annual General Meeting of Shareholders, ( the “Annual Meeting”) which will be held virtually.

Items of Business:

1.Elect four Class II Directors to serve for a term of three years or until their respective successors are duly elected and qualified (Item 1);

2.Advisory vote to approve named executive officer compensation (Item 2);

3.Appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021 (Item 3);

4.Elect certain individuals as Designated Company Directors of certain of our non-U.S. subsidiaries, as required by our bye-laws (Item 4); and

5.Conduct other business if properly raised.

You are eligible to vote if you were a shareholder of record at the close of business on March 9, 2021.



Dominic Smith Secretary
Hamilton, Bermuda March 26, 2021

Voting Information

Ensure that your shares are represented at the 2021 Annual Meeting by voting in one of several ways:


			Go to the website listed on your proxy card or Notice to vote VIA THE INTERNET.
			Call the telephone number specified on your proxy card or on your Voting Instruction Form to vote BY TELEPHONE.
			If you received paper copies of your proxy materials, mark, sign, date and return your proxy card in the postage-paid envelope provided to vote BY MAIL.
			Scan the QR Code on your proxy card, Notice or Voting Instruction Form to vote with your MOBILE DEVICE.
			Attend the virtual meeting to vote (see “Annual Meeting Attendance” in Annex A—General Information).
			Important Notice Regarding Annual Meeting To log in to the Annual Meeting as a shareholder, a control number will be required. For registered shareholders, the control number can be found on your proxy card, voting instruction form or notice to shareholders.


Any questions for the Annual Meeting must be submitted in advance at shareholderinfo@archcapgroup.com by 11:59 p.m. Eastern Daylight Time on May 3, 2021.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
This Proxy Statement and 2020 Annual Report are available at proxyvote.com. On or about March 26, 2021 we expect to mail to our shareholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our Proxy Statement and 2020 Annual Report. The Notice of Internet Availability also will instruct you on how to access and submit your proxy through the internet, by phone or with your mobile device.


3			\| 2021 PROXY STATEMENT

TABLE OF CONTENTS


PROXY SUMMARY			5
Roadmap of Voting Matters			5
Director Nominees			6
Shareholder Engagement			6
Key Executive Compensation Policies and Practices			7
Sustainability Practices			8
General Information			8
Learn More About Our Company			8

GOVERNANCE			9
Item 1—Election of Directors			9
Appointed Directors, Continuing Directors and Senior Management			11
Board			16
Committees of the Board			18
Director Compensation			20
Certain Relationships and Related Transactions			22

SHARE OWNERSHIP			24
Security Ownership of Certain Beneficial Owners and Management			24
Common Shares			24
Preferred Shares			26
Ownership of Watford Holdings Ltd. (“Watford”) Shares			27
Section 16(a) Beneficial Ownership Reporting Compliance			27

COMPENSATION			28
Item 2—Advisory Vote to Approve Named Executive Officer Compensation			28
Compensation Discussion and Analysis			28
Strong Link Between Pay and Performance			29
2020 Performance at a Glance			30
Long-Term Performance			31
Executive Compensation Philosophy			33
How We Make Compensation Decisions			34
Shareholder Engagement and Results of Say-on-Pay Votes			36
Elements of Compensation Program			36


COMPENSATION (continued)
2020 Compensation Decisions for Named Executive Officers			41
2021 Long-Term Incentive Awards			47
Additional Compensation Policies and Practices			47
Tax Considerations			49
Report of the Compensation Committee on the Compensation Discussion and Analysis			49
Compensation Committee Interlocks and Insider Participation			50
Executive Compensation Tables			51
Employment Arrangements			60

AUDIT MATTERS			64
Report of the Audit Committee of the Board			64
Principal Auditor Fees and Services			65
Item 3—Appointment of Independent Registered Public Accounting Firm			66

SUBSIDIARY DIRECTORS			67
Item 4—Election of Subsidiary Directors			67
Nominees			67

ANNEX A—GENERAL INFORMATION			A-1

ANNEX B—NON-GAAP FINANCIAL MEASURES			B-1


			2021 PROXY STATEMENT \|			4

PROXY SUMMARY

This summary highlights information contained in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. As used in this report, “we,” “us,” “our,” “Arch” or the “Company” refer to the consolidated operations of Arch Capital Group Ltd. (“Arch Capital”) and its subsidiaries. For more complete information regarding the Company’s 2020 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.


ROADMAP OF VOTING MATTERS

Shareholders are being asked to vote on the following matters at the 2021 Annual Meeting:


			Our Board’s Recommendation
ITEM 1 - Election of Directors (page 9)
The Arch Capital Board of Directors (the “Board”) and the Nominating and Governance Committee of the Board believe that the four Director nominees possess the necessary qualifications and experience to provide quality advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of shareholders.			FOR Each Director Nominee
ITEM 2 - Advisory Vote to Approve Named Executive Officer Compensation (page 28)
The Company seeks a non-binding advisory vote to approve the compensation of its named executive officers as described in the Compensation Discussion and Analysis beginning on page 28 and the Executive Compensation Tables beginning on page 51. The Board values shareholders’ opinions, and the Compensation Committee of the Board will take into account the outcome of the advisory vote when considering future executive compensation decisions.			FOR
ITEM 3 - Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm (page 66)
The Audit Committee of the Board and the Board believe that the retention of PricewaterhouseCoopers LLP to serve as the Independent Auditors for the fiscal year ending December 31, 2021, is in the best interests of the Company and its shareholders. As required by Bermuda law, shareholders are being asked to appoint the Audit Committee’s selection of the Independent Auditors.			FOR One Year
ITEM 4 - Election of Designated Company Directors of Certain Non-U.S. Subsidiaries (page 67)
The Board and management believe that the named Designated Company Director nominees possess the necessary qualifications and experience to provide oversight for the Company’s non-U.S. subsidiaries.			FOR Each Director Nominee


5			\| 2021 PROXY STATEMENT


DIRECTOR NOMINEES			See page 9

The Board is comprised of 11 members, divided into three classes, serving staggered three-year terms. The Board intends to present for action at the Annual Meeting, the election of the following Class II directors for a term of three years or until their successors are duly elected and qualified:

Committee Membership (1)

Name

Age

Director Since

Primary Occupation

FIR

Eric W. Doppstadt

November 2010

Vice President and Chief Investment Officer of the Ford Foundation

Laurie S. Goodman

May
2018

Vice President at the Urban Institute

John M. Pasquesi

October
2001

Managing Member of Otter Capital LLC

Thomas R. Watjen

January
2020

Former President and Chief Executive Officer of Unum Group

SEC Form DEF 14A filed by Arch Capital Group Ltd.