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Share Name | Share Symbol | Market | Type |
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Aspen Insurance Holdings Limited Ordinary Shares | NYSE:AHL | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 42.74 | 0.00 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials
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Check 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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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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To re-elect Messrs. Christopher O’Kane, John Cavoores and Albert Beer and Ms. Heidi Hutter and to elect Mr. Matthew Botein as Class I directors of the Company;
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2.
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To provide a non-binding, advisory vote approving the compensation of the Company’s named executive officers set forth in the proxy statement (“Say-On-Pay Vote”);
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3.
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To re-appoint KPMG LLP (“KPMG”), London, England, to act as the Company’s independent registered public accounting firm and auditor for the fiscal year ending December 31, 2017 and to authorize the Company’s Board of Directors (the “Board”) through the Audit Committee to set the remuneration for KPMG; and
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4.
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To consider such other business as may properly come before the Annual General Meeting or any adjournments thereof.
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1.
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To vote FOR the re-election of Messrs. Christopher O’Kane, John Cavoores and Albert Beer and Ms. Heidi Hutter and to elect Mr. Matthew Botein as Class I directors of the Company;
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2.
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To vote FOR the approval of compensation of the Company’s named executive officers as set forth in this Proxy Statement, as part of the non-binding, advisory say-on-pay vote (“Say-On-Pay Vote”);
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3.
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To vote FOR the re-appointment of KPMG LLP (“KPMG”), London, England, to act as the Company’s independent registered public accounting firm and auditor for the fiscal year ending December 31, 2017 and to authorize the Board through the Audit Committee (the “Audit Committee”) to set the remuneration for KPMG.
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Name
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Age
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Director
Since
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Audit
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Compensation
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Corporate
Governance
& Nominating
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Investment
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Risk
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Lead Independent Director
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Class I Directors:
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Christopher O’Kane
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62
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2002
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Heidi Hutter
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59
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2002
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P
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Chair
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P
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P
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John Cavoores
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59
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2006
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P
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P
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Liaquat Ahamed
(1)
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64
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2007
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Chair
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Albert Beer
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66
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2011
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P
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P
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Matthew Botein
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43
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2017
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P
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Class II Directors:
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Glyn Jones
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64
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2006
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P
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Gary Gregg
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61
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2013
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P
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P
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Chair
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Bret Pearlman
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50
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2013
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P
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P
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P
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Class III Directors:
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Ronald Pressman
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58
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2011
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Chair
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P
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Gordon Ireland
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63
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2013
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Chair
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P
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Karl Mayr
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66
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2015
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P
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P
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P
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(1)
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the name and address of each director nominee (each, a “Nominee”);
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(2)
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the information required by (2) above under “—General Requirements” with respect to each Nominee;
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(3)
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all information with respect to each Nominee that would be required to be set forth in a Schedule 14A proxy statement, including each Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected;
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(4)
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a description of any compensation and other material agreements, arrangements and understandings during the past three years, and any other material relationships, between or among any Notice Shareholder, on the one hand, and any Nominee, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 under Regulation S-K if a Notice Shareholder were the “registrant” for purposes of such rule and the Nominee were a director or executive officer of such “registrant”; and
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(5)
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a D&O questionnaire completed and signed by each Nominee (a form of which will be provided to the requesting shareholder and/or Nominee following written request to the Company Secretary).
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(1)
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a brief description of the proposal or other business desired to be brought before the general meeting and the reasons for it;
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(2)
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any material interests of a Notice Shareholder in such proposal or other business; and
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(3)
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the text of the proposal or other business (including the text of any resolutions or bye-law amendments proposed for consideration).
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have a well-developed career history with specializations and skills that are relevant to understanding and benefiting the Company;
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be able to allocate sufficient time and energy to director duties, including preparation for meetings and attendance at meetings;
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the nominee’s experience and expertise relevant to the Company’s insurance and reinsurance business, including any actuarial or underwriting expertise, or other specialized skills;
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the nominee’s independence qualifications as defined by NYSE listing standards and the Company’s director independence standards;
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the nominee’s actual or potential conflict of interest, or the appearance of any conflict of interest, in the best interest of the Company and its shareholders;
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the nominee’s financial literacy, accounting or related financial management expertise as defined by NYSE listing standards, or qualifications as an audit committee financial expert as defined by SEC rules and regulations.
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Name
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Age
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Position(s)
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Christopher O’Kane
(1)
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62
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Group Chief Executive Officer
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Brian Boornazian
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56
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Chairman of Aspen Re, President of Aspen Re America, Chief Executive Officer of North America and Performance Director of Aspen Re
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Michael Cain
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45
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Chief Executive Officer of Aspen Bermuda, Group General Counsel and Company Secretary
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David Cohen
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58
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President and Chief Underwriting Officer of Aspen Insurance
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Karen Green
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49
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Chief Executive Officer of Aspen U.K. and AMAL, Group Head of Corporate Development and Office of the Group Chief Executive Officer
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Emil Issavi
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44
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President and Chief Underwriting Officer of Aspen Re
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Scott Kirk
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43
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Group Chief Financial Officer
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Thomas Lillelund
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44
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Chief Executive Officer of Aspen Re
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Stephen Postlewhite
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45
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Chief Executive Officer of Aspen Insurance
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Richard Thornton
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45
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Group Chief Operating Officer and Group Head of Strategy
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Kate Vacher
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45
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Group Director of Underwriting
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(1)
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Biography available under “— Directors” above.
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•
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making recommendations to the Board regarding management’s proposals for the risk management framework, risk appetite, key risk limits and the use of our internal model;
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monitoring compliance with the agreed Group risk appetite and key risk limits; and
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oversight of the process of stress and scenario testing established by management.
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the establishment and maintenance of a risk management and internal control system based on a three lines of defense approach to the allocation of responsibilities between risk accepting units (first line), risk management activity and oversight from other central control functions (second line) and independent assurance (third line);
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•
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identifying material risks to the achievement of the Group’s objectives including emerging risks;
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the articulation at Group level of our risk appetite and a consistent set of key risk limits for each material component of risk;
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the cascading of key risk limits for material risks to each operating subsidiary and, where appropriate, risk accepting business units;
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•
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measuring, monitoring, managing and reporting risk positions and trends;
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•
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the use, subject to an understanding of its limitations, of the internal model to test strategic and tactical business decisions and to assess compliance with the risk appetite statement; and
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•
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stress and scenario testing, including reverse stress testing, designed to help us better understand and develop contingency plans for the likely effects of extreme events or combinations of events on capital adequacy and liquidity.
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Risk preferences:
a high level description of the types of risks we prefer to assume and those we prefer to minimize or avoid;
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Return objective:
the levels of return on capital we seek to achieve, subject to our risk constraints;
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•
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Volatility constraint:
a target limit on earnings volatility; and
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Capital constraint:
a minimum level of risk adjusted capital.
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis describes the overall objectives of our compensation program, each element of compensation and key compensation decisions that the Compensation Committee has made under our compensation program and the factors considered in making those decisions. This Compensation Discussion and Analysis also provides information regarding the compensation of our (i) Chief Executive Officer, (ii) Chief Financial Officer, (iii) the three most highly compensated executive officers for 2016, not including the Chief Executive Officer and the Chief Financial Officer, and (iv) the former Chief Executive Officer of Aspen Insurance and the former President of Aspen U.S. Insurance, each of whom would have been included in the three most highly compensated executive officers for 2016 but for the fact that they were no longer employed by the Company as of December 31, 2016 (collectively, the “NEOs”). The NEOs who were actively employed by us on December 31, 2016 are referred to in this Proxy Statement as the “continuing NEOs.”
Executive Summary
In 2016, our Say-On-Pay Vote received overwhelming support with approximately 95% of shareholders voting in favor of our compensation program, which we believe evidences our shareholders’ support for our NEOs’ compensation arrangements and our general executive compensation practices. We believe this strong support is the result of the Company’s executive compensation program being designed to align pay and performance and reflect market competitiveness and industry best practice.
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Our 2016 Named Executive Officers
Christopher O’Kane
Group Chief Executive Officer
Scott Kirk
Group Chief Financial Officer
Thomas Lillelund
Chief Executive Officer of Aspen Re
Stephen Postlewhite
Chief Executive Officer of Aspen Insurance
Brian Boornazian
Chairman of Aspen Re
Mario Vitale
Former Chief Executive Officer of Aspen Insurance
Robert Rheel
Former President of Aspen U.S. Insurance
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Key Metric
(1)
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2016
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2015
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2014
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Net Income Return on Equity
(2)
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5.4%
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10.0%
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11.1%
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Operating Return on Equity
(3)
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4.8%
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10.0%
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11.5%
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Diluted Book Value per Ordinary Share
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$46.72
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$46.00
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$45.13
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Adjusted Diluted Book Value per Ordinary Share Growth
(4)
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5.9%
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10.7%
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13.3%
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Combined Ratio
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98.5%
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91.9%
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91.7%
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Gross Written Premiums
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$3.15 Bn
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$3.00 Bn
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$2.90 Bn
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Diluted Net Income per Share
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$2.61
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$4.54
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$4.82
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(1)
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Certain of these metrics are not calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). For reconciliations of these metrics to the most comparable U.S. GAAP financial measure, please see Appendix A “Reconciliation of Non-U.S. GAAP Financial Measures.”
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(2)
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Net income return on equity is calculated using net income after tax less preference share dividends and non-controlling interests, divided by average equity.
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(3)
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Operating return on equity is calculated using operating income after tax less preference share dividends and non-controlling interest, divided by average equity.
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(4)
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Adjusted diluted book value per ordinary share growth, a test for purposes of the vesting condition of our performance shares, was
5.9%
for
2016
. Adjusted diluted book value per ordinary share as of
December 31, 2016
is calculated using the adjusted total shareholders’ equity of
$2,907.6 million
, less ordinary dividends of
$52.7 million
, divided by the number of diluted ordinary shares outstanding as of
December 31, 2016
of
61,001,071
, plus
$0.87
dividends per ordinary share distributed in 2016. This is compared to the adjusted diluted book value per ordinary share as of
December 31, 2015
, which is calculated using the adjusted total shareholders’ equity as at
December 31, 2015
of
$2,854.1 million
, less
$50.9 million
of ordinary dividends issued in
2015
, divided by the number of diluted ordinary shares outstanding as of
December 31, 2015
of
62,240,466
.
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•
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Based on the Company’s overall performance for
2016
and taking into account our bonus formula, actual line of business performance and the actions taken by management in Aspen Insurance which we believe will ultimately generate greater shareholder value, the Compensation Committee approved an overall bonus pool funding of
70%
of target for the Company. See “— Elements of Compensation — Annual Cash Incentive — Bonus Pool and Actual Award Levels” below for additional information.
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•
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Based on our
2016
adjusted annual growth in diluted BVPS test for purposes of the vesting condition for our performance shares, one-third of each of the
2014
-
2016
,
2015
-
2017
and
2016
-
2018
performance share cycles vested at
34.2%
. See “— Elements of Compensation — Long-Term Equity Incentives” below for additional information.
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•
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To better align employees’ long-term interests with those of the Company, the Compensation Committee agreed to extend the Company’s clawback policy, which originally applied to bonus and long-term incentive awards granted to executive
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•
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Effective January 1, 2016, the remuneration requirements set out in Article 275 of the European Commission Delegated Regulation 2015/35 (“Article 275”) came into effect for our U.K. operating subsidiaries. As a result, a number of specific remuneration arrangements are required for employees that are deemed to have a material impact on the risk profile of our U.K. operating subsidiaries, including certain of the NEOs. See “— Solvency II Remuneration Requirements” below for additional information.
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Compensation Element
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Key Philosophical Underpinning
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Benefits and Perquisites
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• Attract and retain key talent
• Provide for safety and wellness of executives
• Provide financial security for retirement
• Enhance executive productivity
• Provide certain expatriate relocation needs as well as specific local market practices that are competitive
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Severance and Double-Trigger
(1)
Change of Control Benefits
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• Attract and retain key talent
• Provide financial security in the event of termination
• Allow our executives to continue to focus their attention on our business operations in the face of the potentially disruptive impact of a change of control transaction and allow our executives to assess potential strategic actions objectively without regard to the potential impact on their own job security
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(1)
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A double-trigger clause requires two distinct events to trigger the acceleration of vesting of stock awards. One event is a change in control of the Company, and the other event is termination of the employee without cause or for good reason.
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●
research of peer company proxy and/or annual reports;
●
pu
blicly available compensation surveys from reputable survey providers;
●
advice and tailored research from compensation consultants; and
●
experience with recruiting senior positions in the marketplace.
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Our Market for Talent
Our business model is unique in that we are a U.S.-listed company, domiciled in Bermuda but with significant operations in the U.K. As we employ senior executives in all three markets, our compensation plans strive to be considerate of the varying nature of these geographies. In addition, we operate in both the insurance and reinsurance businesses, whereas many of our competitors for executive talent focus on one primary business.
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We utilize a peer group for purposes of reviewing our executive compensation levels and programs. Our peer group, described in the table below, is regularly reviewed and reflects companies similar to us in terms of size and business mix and reflects those companies we compare to in terms of assessing our business performance.
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Peer Group
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Alleghany Corporation
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Everest Re Group, Ltd.
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Allied World Assurance Company Holdings, AG
(1)
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Hiscox Ltd.
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Amlin Plc
(2)
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Markel Corporation
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Arch Capital Group Ltd.
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PartnerRe Ltd.
(3)
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Argo Group International Holdings Ltd.
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RenaissanceRe Holdings Ltd.
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Axis Capital Holdings Limited
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Validus Holdings, Ltd.
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Beazley Plc
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White Mountains Insurance Group, Ltd.
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Endurance Specialty Holdings Ltd.
(4)
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XL Group plc
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Continuing NEOs
|
2016
% Base Salary Increase (1) |
2016
Actual Bonus Awarded |
2016
Actual
Bonus Awarded (% of Target) |
Grant Date Fair
Value of 2016 Performance Shares (2016-2018) (2) |
Grant Date
Fair Value of Restricted Share Units (2016-2018) (2) |
Value of 2016 Performance
Shares Earned in 2016 (3) |
Christopher O’Kane
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0.0%
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$960,000
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66%
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$2,263,293
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$809,646
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$411,974
|
Scott Kirk
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0.0%
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$282,051
|
60%
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$678,985
|
$242,901
|
$123,596
|
Thomas Lillelund
(4)
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34.4%
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$496,125
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70%
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$94,297
|
$731,056
|
$17,170
|
Stephen Postlewhite
(5)
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0.0%
|
$514,743
|
70%
|
$990,184
|
$1,119,299
|
$180,241
|
Brian Boornazian
|
0.0%
|
$495,720
|
60%
|
$848,739
|
$303,626
|
$154,495
|
(1)
|
This percentage represents the increase of each continuing NEO’s base salary at year-end 2016 over the continuing NEO’s base salary rate at year-end
2015
. Compensation paid to Messrs. O’Kane, Kirk and Postlewhite was denominated in British Pounds. To demonstrate the quantum of base salary increases, amounts for both
2015
and
2016
were converted into U.S. Dollars at the exchange rate of
$1.3431
which is the average exchange rate for
2016
. The average exchange rate for
2016
was calculated based on a monthly exchange rate, sourced from a third-party provider, averaged over the
2016
calendar year.
|
(2)
|
Valuation is based on the grant date fair values of the awards calculated in accordance with FASB ASC Topic 718, without regard to forfeitures related to service-based vesting conditions, which is
$34.44
for the performance shares granted to the continuing NEOs on
February 8, 2016
,
$36.96
for the restricted share units granted to the continuing NEOs on
February 8, 2016
and
$41.08
for the restricted share units granted to Messrs. Lillelund and Postlewhite on July 27, 2016.
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(3)
|
34.2%
of one-third of the
2016
performance shares granted were eligible to be earned and “banked” based on the
2016
annual growth in diluted BVPS test described in “— Elements of Compensation — Long-Term Equity Incentives” below. In the case of Mr. Lillelund, he received phantom shares rather than performance shares in
2016
prior to his appointment as Chief Executive Officer of Aspen Re. The phantom shares are earned based on achievement of the same goals that apply to the performance shares but pay out in cash. Value is based on a closing price of
$55.00
per ordinary share on
December 30, 2016
as reported by the NYSE. All performance shares earned remain outstanding until the completion of a three-year service-vesting period.
|
(4)
|
The increase in Mr. Lillelund’s base salary was approved in connection with his appointment to the position of Chief Executive Officer of Aspen Re on May 18, 2016. A portion of the value of Mr. Lillelund’s restricted share units was granted to him on July 27, 2016 in connection with his appointment as Chief Executive Officer of Aspen Re.
|
(5)
|
A portion of the value of Mr. Postlewhite’s restricted share units was granted to him on July 27, 2016 in connection with his appointment as Chief Executive Officer of Aspen Insurance on May 18, 2016.
|
(1)
|
Represents base salary rate at year-end
2015
and
2016
, respectively.
|
(2)
|
Compensation paid to Messrs. O’Kane, Kirk and Postlewhite was denominated in British Pounds. To demonstrate the quantum of base salary increases, amounts for both
2015
and
2016
were converted into U.S. Dollars at the exchange rate of
$1.3431
to £1 which is the average exchange rate for
2016
. The average exchange rate for
2016
was calculated based on a monthly exchange rate, sourced from a third-party provider, averaged over the
2016
calendar year.
|
(3)
|
The increase in Mr. Lillelund’s base salary was approved in connection with his promotion to the position of Chief Executive Officer of Aspen Re on May 18, 2016. Mr. Lillelund’s contractual base salary is denominated in U.S. Dollars. However, following Mr. Lillelund’s promotion, the Company agreed to pay 30% of Mr. Lillelund’s base salary in British Pounds due to his three-year international assignment to the United Kingdom and the remaining 70% of his base salary in U.S. Dollars. The portion of Mr. Lillelund’s base salary paid in British Pounds was converted into U.S. Dollars at a fixed exchange rate of £0.7667 to $1 (
i
.
e
., the exchange rate on September 30, 2016).
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Executive Group
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Corporate Funding
|
Business Segment Funding
|
Chief Executive Officer
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100%
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N.A.
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Corporate Executive Committee Members
(Mr. Kirk)
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100%
|
N.A.
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Underwriting Executive Committee Members
(Messrs. Boornazian, Lillelund, Postlewhite)
|
50%
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50%
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•
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50% upon achievement of an operating return on equity of 6.0% (including other comprehensive income),
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•
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100% upon achievement of an operating return on equity of 9.0% (including other comprehensive income) and
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•
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140% upon achievement of an operating return on equity of 13.5% (including other comprehensive income).
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Continuing NEOs
|
2016 Bonus Potential
|
2016 Actual Bonus
|
|||||||
% of Base
Salary |
$ Value
|
% of Base
Salary |
$ Value
|
% of Bonus
Potential |
|||||
Christopher O’Kane
|
175%
|
$
|
1,457,264
|
|
115%
|
$
|
960,000
|
|
66%
|
Scott Kirk
|
100%
|
$
|
470,085
|
|
60%
|
$
|
282,051
|
|
60%
|
Thomas Lillelund
|
135%
|
$
|
708,750
|
|
95%
|
$
|
496,125
|
|
70%
|
Stephen Postlewhite
|
150%
|
$
|
735,347
|
|
105%
|
$
|
514,743
|
|
70%
|
Brian Boornazian
|
135%
|
$
|
826,200
|
|
81%
|
$
|
495,720
|
|
60%
|
In order to balance our performance and retention objectives and align our program with the types of programs offered by our peers, the Compensation Committee approved a portfolio approach to delivering equity for 2016. For the NEOs, 75% of their long-term equity award was delivered in the form of performance shares and the remaining 25% was delivered in the form of time-based restricted share units (excluding the one-time grants of restricted share units in February 2016 as part of the 2015 annual bonus for certain of the NEOs and the off-cycle grant of restricted share units to Messrs. Lillelund and Postlewhite in July 2016 as a result of their promotions to Chief Executive Officer of Aspen Re and Aspen Insurance, respectively). The mix is weighted such that a greater portion of the NEOs’ long-term equity compensation is performance-based and aligned with our shareholders’ interests. The portion delivered in time-based restricted share units is intended to serve as an ongoing retention tool and a continuing link to shareholders’ interests as the value of the restricted share units increases only when the price of the Company’s ordinary shares increases. The portion delivered in performance shares provides value to the NEOs if the shares are earned over the performance period based on pre-determined financial metrics and the value of the performance shares is also linked to the value of the Company’s ordinary shares.
|
|
|
•
|
cost and annual share usage;
|
•
|
number of employees who will be participating in the plan;
|
•
|
market data from competitors;
|
•
|
individual achievements against objectives; and
|
•
|
retention and motivation needs for key employees.
|
Continuing NEOs
|
Performance (Phantom) Shares
|
Restricted Share Units
|
||||||
Target # of
Shares Awarded |
Grant Date Fair
Value |
# of Shares
Awarded (1) |
Grant Date Fair
Value (1) |
|||||
Christopher O’Kane
|
65,717
|
$
|
2,263,293
|
|
21,906
|
$
|
809,646
|
|
Scott Kirk
|
19,715
|
$
|
678,985
|
|
6,572
|
$
|
242,901
|
|
Thomas Lillelund
(2)
|
2,738
|
$
|
94,297
|
|
19,169
|
$
|
731,056
|
|
Stephen Postlewhite
(3)
|
28,751
|
$
|
990,184
|
|
28,208
|
$
|
1,119,299
|
|
Brian Boornazian
|
24,644
|
$
|
848,739
|
|
8,215
|
$
|
303,626
|
|
(1)
|
In respect of the annual bonus for 2015, Messrs. O’Kane and Kirk each received a portion (73%) of their annual bonus in cash and a portion (27%) of their annual bonus in restricted share units granted on February 8, 2016. The number and value of restricted share units reported in the table above do not include the restricted share units granted as part of their annual 2015 bonus.
|
(2)
|
Mr. Lillelund received phantom shares rather than performance shares in 2016 which he was granted prior to his appointment as Chief Executive Officer of Aspen Re on May 18, 2016. The phantom shares are earned based on achievement of the same goals that apply to the performance shares but pay out in cash. Mr. Lillelund was granted restricted share units on July 27, 2016 in connection with his appointment as Chief Executive Officer of Aspen Re on May 18, 2016.
|
(3)
|
Mr. Postlewhite was granted restricted share units on July 27, 2016 in connection with his appointment as Chief Executive Officer of Aspen Insurance on May 18, 2016.
|
Performance Level
|
2016 Growth in Adjusted Diluted
Book Value per Ordinary Share |
Approximate Resulting
Shares Earned (as a % of target) (1) |
||
Threshold
|
4.65
|
%
|
10.0
|
%
|
Target
|
9.3
|
%
|
100.0
|
%
|
Maximum
|
18.6
|
%
|
200.0
|
%
|
(1)
|
Shares earned are determined on a straight line basis between 10% and 100% if growth in diluted BVPS is between threshold and target and between 100% and 200% if growth in diluted BVPS is between target and maximum.
|
|
2014
|
2015
|
2016
(2)
|
||||
Threshold Adjusted Diluted Book Value per Ordinary Share Growth
(1)
|
5.2
|
%
|
5.6
|
%
|
4.65
|
%
|
|
Target Adjusted Diluted Book Value per Ordinary Share Growth
(1)
|
10.4
|
%
|
11.1
|
%
|
9.3
|
%
|
|
Actual Adjusted Diluted Book Value per Ordinary Share Growth
(1)
|
13.3
|
%
|
10.7
|
%
|
5.9
|
%
|
|
2014 Performance Share Awards
|
129.0
|
%
|
93.5
|
%
|
34.2
|
%
|
|
2015 Performance Share Awards
|
|
|
93.5
|
%
|
34.2
|
%
|
|
2016 Performance Share Awards
|
|
|
|
|
34.2
|
%
|
(1)
|
Represents annual performance test; percentage to be applied to one-third of the original grant.
|
(2)
|
The growth in diluted BVPS test for
2016
is described above.
|
Named Executive
Officer |
2014 Performance (Phantom) Shares
|
2015 Performance (Phantom) Shares
|
2016 Performance (Phantom) Shares
|
|||||
# of Shares Earned
(2016 Test) |
Total # of Shares Earned and Issued (2014-2016 Tests)
|
# of Shares Earned
(2016 Test) |
# of Shares Earned
(2016 Test) |
|||||
Christopher O’Kane
|
8,795
|
|
66,023
|
|
7,670
|
|
7,490
|
|
Scott Kirk
|
769
|
|
5,777
|
|
1,917
|
|
2,247
|
|
Thomas Lillelund
(1)
|
293
|
|
2,202
|
|
319
|
|
312
|
|
Stephen Postlewhite
|
1,649
|
|
12,380
|
|
3,355
|
|
3,277
|
|
Brian Boornazian
|
3,078
|
|
23,108
|
|
2,876
|
|
2,809
|
|
Mario Vitale
(2)
|
—
|
|
28,615
|
|
—
|
|
—
|
|
Robert Rheel
(3)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
The awards granted to Mr. Lillelund in 2014, 2015 and 2016 represent 2,572, 2,803, and 2,738 phantom shares, respectively, which he was granted prior to his appointment as Chief Executive Officer of Aspen Insurance on May 18, 2016. The phantom shares are earned based on achievement of the same goals that apply to the performance shares but pay out in cash.
|
(2)
|
In connection with his retirement on June 30, 2016 and pursuant to his retirement agreement, dated June 3, 2016, Mr. Vitale forfeited all performance shares granted in 2016 and all performance shares granted in 2014 and 2015 that were not subject to vesting and that were not already “banked” as of June 30, 2016. Pursuant to his retirement agreement, Mr. Vitale retained the performance shares granted in 2014 and 2015 that were “banked” as of June 30, 2016. For additional information regarding the treatment of Mr. Vitale’s outstanding equity awards in connection with his retirement, please refer to “Executive Compensation — Potential Payments Upon Termination or Change in Control” below.
|
(3)
|
Pursuant to an agreement, dated May 27, 2016, with Aspen U.S. Services, Mr. Rheel received a cash payment in lieu of his unvested phantom and performance shares and restricted share units granted in 2014, 2015 and 2016 as of July 1, 2016. With respect to his unvested phantom and performance shares, the Company assumed 100% vesting for the tranches that had not “banked” as of July 1, 2016. For additional information regarding the treatment of Mr. Rheel’s outstanding equity awards in connection with his departure from the Company, please refer to “Executive Compensation — Potential Payments Upon Termination or Change in Control” below.
|
Name and Principal Position
|
|
Year
|
|
Salary
($) (2) |
|
Bonus
($)
(3)
|
|
Share
Awards ($) (4) |
|
All Other
Compensation ($) |
|
Total ($)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Christopher O’Kane,
|
|
2016
|
|
832,727
|
|
|
960,000
|
|
|
3,343,338
|
|
|
166,808
|
|
|
5,302,873
|
|
Group Chief Executive Officer
(5)
|
|
2015
|
|
943,107
|
|
|
923,103
|
|
|
3,545,931
|
|
|
188,923
|
|
|
5,601,064
|
|
|
|
2014
|
|
977,014
|
|
|
2,468,250
|
|
|
4,018,493
|
|
|
195,732
|
|
|
7,659,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Scott Kirk,
|
|
2016
|
|
470,085
|
|
|
282,051
|
|
|
1,010,405
|
|
|
38,887
|
|
|
1,801,428
|
|
Group Chief Financial Officer
(6)
|
|
2015
|
|
532,894
|
|
|
302,253
|
|
|
886,432
|
|
|
59,061
|
|
|
1,780,640
|
|
|
|
2014
|
|
381,933
|
|
|
675,423
|
|
|
351,578
|
|
|
45,832
|
|
|
1,454,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Thomas Lillelund,
|
|
2016
|
|
446,536
|
|
|
1,044,365
|
|
|
825,353
|
|
|
1,487,284
|
|
|
3,803,538
|
|
Chief Executive Officer of Aspen Re
(7)
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stephen Postlewhite,
|
|
2016
|
|
490,232
|
|
|
514,743
|
|
|
2,109,483
|
|
|
58,827
|
|
|
3,173,285
|
|
Chief Executive Officer of Aspen
|
|
2015
|
|
559,734
|
|
|
1,007,510
|
|
|
1,551,317
|
|
|
64,458
|
|
|
3,183,019
|
|
Insurance
(8)
|
|
2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Brian Boornazian,
|
|
2016
|
|
612,000
|
|
|
495,720
|
|
|
1,152,365
|
|
|
88,099
|
|
|
2,348,184
|
|
Chairman of Aspen Re
(9)
|
|
2015
|
|
609,081
|
|
|
826,000
|
|
|
1,329,689
|
|
|
79,512
|
|
|
2,844,282
|
|
|
|
2014
|
|
594,200
|
|
|
980,000
|
|
|
1,406,472
|
|
|
68,186
|
|
|
3,048,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mario Vitale,
|
|
2016
|
|
397,840
|
|
|
—
|
|
|
1,770,477
|
|
|
1,657,442
|
|
|
3,825,759
|
|
Former Chief Executive Officer of Aspen
|
|
2015
|
|
795,761
|
|
|
348,510
|
|
|
1,551,317
|
|
|
75,154
|
|
|
2,770,742
|
|
Insurance
(10)
|
2014
|
|
789,375
|
|
|
1,050,297
|
|
|
2,009,246
|
|
|
64,513
|
|
|
3,913,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Robert Rheel,
|
|
2016
|
|
297,269
|
|
|
—
|
|
|
563,858
|
|
|
3,226,212
|
|
|
4,087,339
|
|
Former President of Aspen U.S
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance
(11)
|
|
2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Unless otherwise indicated, compensation payments paid in British Pounds have been converted into U.S. Dollars at the average exchange rate of
$1.3431
to £1,
$1.5335
to £1 and
$1.6455
to £1 for
2016
,
2015
and
2014
, respectively, and compensation payments paid in Singapore Dollars have been converted into U.S. Dollars at the average exchange rate of
$0.72507
to S$1 for 2016. As a result of his international assignment to the United Kingdom, the Company agreed to pay 30% of Mr. Lillelund’s base salary in British Pounds and the remaining 70% of his base salary in U.S. Dollars. The portion of Mr. Lillelund’s base salary paid in British Pounds was converted into U.S. Dollars at a fixed exchange rate of £0.7667 to $1 (
i
.
e
., the exchange rate on September 30, 2016).
|
(2)
|
Salaries represent earned salaries for the applicable fiscal year. With respect to Mr. Rheel, a portion (
$59,498
) of his base salary was voluntarily deferred by Mr. Rheel in 2016 under the Nonqualified Deferred Compensation Plan.
|
(3)
|
Bonus amounts represent the cash amounts earned with respect to the applicable fiscal year and are typically paid in the first quarter following the end of each fiscal year. For a description of our bonus plan, see “— Compensation Discussion and Analysis — Elements of Compensation — Bonus Potential and Actual Award Levels” above. In the case of Mr. Lillelund, the amount reported in the “Bonus” column in the table above also includes a retention bonus granted to Mr. Lillelund in 2014 in the amount of
$548,240
and paid to Mr. Lillelund when he was appointed to the position of Chief Executive Officer of Aspen Re.
|
(4)
|
Consists of performance shares, phantom shares and restricted share units granted. Valuation is based on the grant date fair values of the awards calculated in accordance with FASB ASC Topic 718, without regard to forfeitures related to service-based vesting conditions, which is
$34.44
for the performance shares and phantom shares granted to our NEOs on
February 8, 2016
,
$36.96
for the restricted share units
|
(5)
|
Mr. O’Kane’s compensation was paid in British Pounds. With respect to “All Other Compensation” in
2016
, this consists of cash payments of
$166,808
in lieu of the Company’s contribution to the Aspen U.K. Pension Plan on his behalf as Mr. O’Kane opted out of the Aspen U.K. Pension Plan due to lifetime allowance limits. See “— Retirement Benefits” below for additional information. Mr. O’Kane’s base salary did not change in
2016
but is shown as a decrease in the table due to the significant strengthening of the U.S. Dollar compared to the British Pound in
2016
.
|
(6)
|
Mr. Kirk’s compensation was paid in British Pounds. With respect to “All Other Compensation” in
2016
, this consists of (i) the Company’s contribution to the Aspen U.K. Pension Plan on Mr. Kirk’s behalf in an amount of $14,102 and (ii) cash payments of $24,785 in lieu of certain of the Company’s contributions to the Aspen U.K. Pension Plan on his behalf due to the annual allowance limits. Mr. Kirk’s base salary did not change in
2016
but is shown as a decrease in the table due to the significant strengthening of the U.S. Dollar compared to the British Pound in
2016
.
|
(7)
|
Mr. Lillelund is formally domiciled in Singapore where he was previously employed by the Company as Managing Director of Asia-Pacific of Aspen Re prior to his appointment to the position of Chief Executive Officer of Aspen Re on May 18, 2016. Mr. Lillelund is a Danish national who was originally subject to certain expatriate arrangements in Singapore with his former employer. In order to recruit Mr. Lillelund, the Company agreed to maintain those tax arrangements in place and, as a result, was liable to pay income taxes on behalf of Mr. Lillelund in his former role as Managing Director of Asia-Pacific of Aspen Re. As a result of his promotion, the Company and Mr. Lillelund agreed to the terms of a three-year international assignment from Singapore to the United Kingdom. The Company did not believe it was appropriate to maintain such tax arrangements for Mr. Lillelund in his role as Chief Executive Officer of Aspen Re. Accordingly, the Company agreed to “tax equalize” Mr. Lillelund following his promotion such that he is subject to the equivalent hypothetical taxes had he remained in Singapore. The Company believes this tax equalization arrangement is cost-effective and consistent with market practice for internationally mobile executives.
|
(8)
|
Mr. Postlewhite’s compensation was paid in British Pounds. With respect to “All Other Compensation” in
2016
, this consists of (i) the Company’s contribution to the Aspen U.K. Pension Plan on Mr. Postlewhite’s behalf in an amount of $9,754 and (ii) cash payments of $49,073 in lieu of certain of the Company’s contributions to the Aspen U.K. Pension Plan on his behalf due to the annual allowance limits. See “—Retirement Benefits” below for additional information. Mr. Postlewhite’s base salary did not change in
2016
but is shown as a decrease in the table due to the significant strengthening of the U.S. Dollar compared to the British Pound in
2016
|
(9)
|
Mr. Boornazian’s compensation was paid in U.S. Dollars. With respect to “All Other Compensation” in
2016
, this consists of (i) the Company’s contribution to the Nonqualified Deferred Compensation Plan of
$20,400
(see “—
2016
Nonqualified Deferred Compensation” below for additional information regarding the Nonqualified Deferred Compensation Plan), (ii) a profit sharing and matching contribution to the Aspen Insurance US Services, Inc. 401(k) Plan (the “401(k) Plan”) on Mr. Boornazian’s behalf in an amount of
$26,500
(see “— Retirement Benefits” below for additional information regarding the 401(k) Plan), (iii) additional premium paid of
$23,538
for additional disability benefits and
$9,905
for additional life insurance and (iv) club membership fees of
$7,756
.
|
(10)
|
Mr. Vitale retired from the Company on June 30, 2016. Mr. Vitale’s compensation was paid in U.S. Dollars. With respect to “All Other Compensation” in
2016
, this consists of (i) a cash payment in the amount of
$1,536,582
in connection with his departure from the Company which represents 100% of his base salary plus the average annual bonus that was paid to Mr. Vitale for the three fiscal years preceding his retirement, (ii) a lump sum payment in the amount of
$15,900
which pertains to lost 401(k) profit sharing, (iii) a matching contribution to the 401(k) Plan on Mr. Vitale’s behalf in an amount of
$10,600
(see “— Retirement Benefits” below for additional information regarding the 401(k) Plan), (iv)
$40,000
for outplacement services, (v) additional premium paid of
$10,979
for additional disability benefits and
$18,381
for additional life insurance and (vi)
$25,000
for tax and reasonable legal expenses associated with his departure from the Company. For additional information regarding the payments and benefits paid in connection with his departure from the Company, please see “— Potential Payments Upon Termination or Change in Control” below.
|
(11)
|
Mr. Rheel’s employment with the Company ended on July 1, 2016. Mr. Rheel’s compensation was paid in U.S. Dollars. With respect to “All Other Compensation” in
2016
, this consists of (i) a cash payment in the amount of
$1,180,000
in connection with his departure from the Company which represents 100% of his base salary plus his 2016 target bonus, (ii) a cash payment in the amount of
$1,250,451
in lieu of Mr. Rheel’s outstanding unvested equity awards as of his departure date, (iii)
$765,000
in connection with a retention bonus granted to Mr. Rheel in 2014, (iv) the Company’s matching contribution to the 401(k) Plan on Mr. Rheel’s behalf in an amount of
$10,600
(see “— Retirement Benefits” below for additional information regarding the 401(k) Plan), (v) additional premium paid of
$3,600
for additional disability benefits and
$8,961
for additional life insurance and (vi)
$7,600
for legal expenses in connection with his departure from the Company. For additional information regarding the payments and benefits paid in connection with his departure from the Company, please see “— Potential Payments Upon Termination or Change in Control” below.
|
Name
|
|
Grant
Date |
|
Approval
Date |
|
Estimated Future Payouts Under
Equity Incentive Plan Awards (1) |
|
All Other
Share Awards: Number of Shares or Units (3) (#) |
|
Grant Date
Fair Value of Share Awards (4) ($) |
||||
|
Threshold
(#) |
|
Target
(#) |
|
Maximum
(2)
(#)
|
|
||||||||
Christopher O’Kane
|
|
02/08/2016
|
|
02/03/2016
|
|
0
|
|
65,717
|
|
131,434
|
|
|
|
2,263,293
|
|
|
02/08/2016
|
|
02/03/2016
|
|
|
|
|
|
|
|
29,222
|
|
1,080,045
|
Scott Kirk
|
|
02/08/2016
|
|
02/03/2016
|
|
0
|
|
19,715
|
|
39,430
|
|
|
|
678,985
|
|
|
02/08/2016
|
|
02/03/2016
|
|
|
|
|
|
|
|
8,967
|
|
331,420
|
Thomas Lillelund
(6)
|
|
02/08/2016
|
|
02/03/2016
|
|
0
|
|
2,738
|
|
5,476
|
|
|
|
990,184
|
|
|
02/08/2016
|
|
02/03/2016
|
|
|
|
|
|
|
|
13,691
|
|
506,019
|
|
|
07/27/2016
|
|
07/26/2016
|
|
|
|
|
|
|
|
5,478
|
|
225,036
|
Stephen Postlewhite
(7)
|
|
02/08/2016
|
|
02/03/2016
|
|
0
|
|
28,751
|
|
57,502
|
|
|
|
94,297
|
|
|
02/08/2016
|
|
02/03/2016
|
|
|
|
|
|
|
|
9,584
|
|
354,225
|
|
|
07/27/2016
|
|
07/26/2016
|
|
|
|
|
|
|
|
18,624
|
|
765,074
|
Brian Boornazian
|
|
02/08/2016
|
|
02/03/2016
|
|
0
|
|
24,644
|
|
49,288
|
|
|
|
848,739
|
|
|
02/08/2016
|
|
02/03/2016
|
|
|
|
|
|
|
|
8,215
|
|
303,626
|
Mario Vitale
(8)
|
|
02/08/2016
|
|
02/03/2016
|
|
0
|
|
28,751
|
|
57,502
|
|
|
|
990,184
|
|
|
02/08/2016
|
|
02/03/2016
|
|
|
|
|
|
|
|
12,408
|
|
485,202
|
|
|
06/30/2016
|
|
06/30/2016
|
|
|
|
|
|
|
|
|
|
295,091
|
Robert Rheel
(9)
|
|
02/08/2016
|
|
02/03/2016
|
|
0
|
|
10,679
|
|
21,358
|
|
|
|
367,785
|
|
|
02/08/2016
|
|
02/03/2016
|
|
|
|
|
|
|
|
5,305
|
|
196,073
|
(1)
|
Under the terms of the
2016
performance share awards, one-third of the grant is eligible for vesting (or “banked”) each year based on growth in diluted BVPS (as adjusted to add back ordinary dividends to shareholders’ equity at the end of the relevant year). All shares eligible for vesting will vest and be issued following the completion of a three-year period. For a more detailed description of our performance share awards granted in
2016
, including the vesting conditions, please refer to “— Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentives” above and “— Narrative Description of Summary Compensation and Grants of Plan-Based Awards — Share Incentive Plan —
2016
Awards” below.
|
(2)
|
Amounts represent 200% vesting for the entire grant, notwithstanding that
34.2%
of one-third of the performance share award is eligible for vesting based on our annual growth in diluted BVPS test for
2016
as discussed above under “— Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentives.”
|
(3)
|
In respect of Messrs. O’Kane, Kirk, Vitale and Rheel, they each received a portion (73%) of their 2015 annual bonus in cash and a portion (27%) of their 2015 annual bonus in restricted share units granted on February 8, 2016. The portion of their 2015 annual bonus received in restricted share units is reported in the table above. For a description of our restricted share units, please refer to “— Narrative Description of Summary Compensation and Grants of Plan-Based Awards — Share Incentive Plan — Restricted Share Units” below.
|
(4)
|
Valuation is based on the grant date fair value of the awards calculated in accordance with FASB ASC Topic 718, without regard to forfeitures related to service-based vesting conditions, which is
$34.44
for the performance shares granted to our NEOs on
February 8, 2016
,
$36.96
for the restricted share units granted to our NEOs on
February 8, 2016
and
$41.08
for the restricted share units granted to Messrs. Lillelund and Postlewhite on July 27, 2016. Please refer to Note 17 of our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2016
, as filed with the SEC on
February 22, 2017
, for the assumptions made with respect to these awards. The actual value, if any, that an NEO may realize from an award is contingent upon the satisfaction of the conditions to vesting in that award. As a result, there is no assurance that the value, if any, eventually realized by the NEOs will correspond to the amounts shown in this Proxy Statement.
|
(5)
|
The awards granted to Mr. Lillelund in 2016 represent phantom shares which he was granted prior to his appointment as Chief Executive Officer of Aspen Insurance on May 18, 2016. The phantom shares are earned based on achievement of the same goals that apply to the performance shares but pay out in cash. Mr. Lillelund was also granted restricted share units on July 27, 2016 in connection with his appointment as Chief Executive Officer of Aspen Re.
|
(6)
|
Mr. Postlewhite was granted restricted share units on July 27, 2016 in connection with his appointment as Chief Executive Officer of Aspen Insurance on May 18, 2016.
|
(7)
|
In connection with Mr. Vitale’s retirement from the Company on June 30, 2016, the Company accelerated the vesting of a total of
37,792
performance shares granted to Mr. Vitale in 2014 and 2015 which were “banked” but not yet vested as of his retirement date and
2,824
restricted share units granted to Mr. Vitale in 2016 as part of his 2015 annual bonus. The incremental value (
$321,693
) of these accelerated awards was computed as of June 30, 2016 in accordance with FASB ASC Topic 718 and is included in the table above, with
$295,091
of such incremental value relating to the performance shares granted to Mr. Vitale in 2014 and 2015 which were “banked” but not yet vested as of his retirement date and
$26,602
of such incremental value relating to the restricted share units granted to Mr. Vitale in 2016 as part of his 2015 annual bonus. For additional information regarding the treatment of Mr. Vitale’s performance shares and restricted share units in connection with his retirement from the Company, please see “— Potential Payments Upon Termination or Change in Control” below.
|
(8)
|
In connection with Mr. Rheel’s departure from the Company on July 1, 2016, Mr. Rheel forfeited the performance shares and restricted share units granted to Mr. Rheel in 2016 and reported in the table. These forfeited awards were forfeited and settled in cash upon Mr. Rheel’s departure from the Company. For additional information regarding the treatment of Mr. Rheel’s performance shares and restricted share units in connection with his departure from the Company, please see “— Potential Payments Upon Termination or Change in Control” below.
|
•
|
less than 5.2%, then the portion of the performance shares subject to the vesting conditions will be forfeited (
i.e.,
one-third of the initial grant);
|
•
|
between 5.2% and 10.4%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or
|
•
|
between 10.4% and 20.8%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.
|
•
|
less than 5.6%, then the portion of the performance shares subject to the vesting conditions will be forfeited (
i.e.,
one-third of the initial grant);
|
•
|
between 5.6% and 11.1%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or
|
•
|
between 11.1% and 22.2%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.
|
•
|
less than 4.65%, then the portion of the performance shares subject to the vesting conditions will be forfeited (
i.e.,
one-third of the initial grant);
|
•
|
between 4.65% and 9.30%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or
|
•
|
between 9.30% and 18.60%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.
|
•
|
less than 5.6%, then the portion of the performance shares subject to the vesting conditions will be forfeited (
i.e.,
one-third of the initial grant);
|
•
|
between 5.6% and 11.1%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or
|
•
|
between 11.1% and 22.2%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.
|
•
|
less than 4.65%, then the portion of the performance shares subject to the vesting conditions will be forfeited (
i.e.,
one-third of the initial grant);
|
•
|
between 4.65% and 9.30%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or
|
•
|
between 9.30% and 18.60%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.
|
•
|
less than 4.65%, then the portion of the performance shares subject to the vesting conditions will be forfeited (
i.e.,
one-third of the initial grant);
|
•
|
between 4.65% and 9.30%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or
|
•
|
between 9.30% and 18.60%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.
|
|
|
Share Awards
|
||||||||||||
Name
|
|
Year of
Grant |
|
Number of
Shares or Units That Have Not Vested (#) |
|
Market
Value of Shares or Units That Have Not Vested (1) ($) |
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
Equity
Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) ($) |
||||
Christopher O’Kane
|
|
2014
|
|
74,596
|
|
(2)
|
4,102,780
|
|
|
—
|
|
|
—
|
|
|
|
2015
|
|
43,598
|
|
(3)
|
2,397,890
|
|
|
22,431
|
|
(4)
|
1,233,705
|
|
|
|
2016
|
|
36,712
|
|
(5)
|
2,019,160
|
|
|
43,811
|
|
(6)
|
2,409,605
|
|
Scott Kirk
|
|
2014
|
|
6,527
|
|
(2)
|
358,985
|
|
|
—
|
|
|
—
|
|
|
|
2015
|
|
10,899
|
|
(3)
|
599,445
|
|
|
5,607
|
|
(4)
|
308,385
|
|
|
|
2016
|
|
11,214
|
|
(5)
|
616,770
|
|
|
13,143
|
|
(6)
|
722,865
|
|
Thomas Lillelund
|
|
2014
|
|
3,059
|
|
(2)
|
168,245
|
|
|
—
|
|
|
—
|
|
|
|
2015
|
|
3,062
|
|
(3)
|
168,410
|
|
|
934
|
|
(4)
|
51,370
|
|
|
|
2016
|
|
19,481
|
|
(5)
|
1,071,455
|
|
|
1,825
|
|
(6)
|
100,375
|
|
Stephen Postlewhite
|
|
2014
|
|
13,987
|
|
(2)
|
769,285
|
|
|
—
|
|
|
—
|
|
|
|
2015
|
|
19,074
|
|
(3)
|
1,049,070
|
|
|
9,813
|
|
(4)
|
539,715
|
|
|
|
2016
|
|
31,485
|
|
(5)
|
1,731,675
|
|
|
19,167
|
|
(6)
|
1,054,185
|
|
Brian Boornazian
|
|
2014
|
|
26,109
|
|
(2)
|
1,435,995
|
|
|
—
|
|
|
—
|
|
|
|
2015
|
|
16,349
|
|
(3)
|
899,195
|
|
|
8,411
|
|
(4)
|
462,605
|
|
|
|
2016
|
|
11,024
|
|
(5)
|
606,320
|
|
|
16,429
|
|
(6)
|
903,595
|
|
Mario Vitale
(7)
|
|
2014
|
|
28,615
|
|
(2)
|
1,573,825
|
|
|
—
|
|
|
—
|
|
|
|
2015
|
|
9,177
|
|
(3)
|
504,735
|
|
|
—
|
|
|
—
|
|
|
|
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Robert Rheel
(7)
|
|
2014
|
|
2,861
|
|
(2)
|
157,355
|
|
|
—
|
|
|
—
|
|
|
|
2015
|
|
1,050
|
|
(3)
|
57,750
|
|
|
—
|
|
|
—
|
|
|
|
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Calculated based upon the closing price of
$55.00
per ordinary share on
December 30, 2016
as reported by the NYSE.
|
|
2014 Performance (Phantom) Shares Earned Based on 2014, 2015 and 2016 Performance
|
2014 Unvested Restricted Share Units
|
|
Christopher O’Kane
|
66,023
|
8,573
|
|
Scott Kirk
|
5,777
|
750
|
|
Thomas Lillelund
|
2,202
|
857
|
|
Stephen Postlewhite
|
12,380
|
1,607
|
|
Brian Boornazian
|
23,108
|
3,001
|
|
Mario Vitale
|
28,615
|
—
|
|
Robert Rheel
|
2,861
|
—
|
|
(3)
|
The figure represents (i)
93.5%
vesting in respect of one-third of the grant based on the achievement of 10.7% diluted BVPS growth after adding back ordinary dividends to shareholders’ equity at the end of 2015 and (ii)
34.2%
vesting in respect of one-third of the grant based on the achievement of
5.9%
diluted BVPS growth after adding back ordinary dividends to shareholders’ equity at the end of
2016
. The figure also includes unvested restricted share units granted on March 5, 2015, which are scheduled to vest in one-third increments on March 5, 2017 and March 5, 2018. Messrs. Lillelund and Rheel were not granted any performance shares in 2015 but were granted phantom shares. The phantom shares are earned based on achievement of the same goals that apply to the performance shares but are paid out in cash. For additional information regarding the treatment of Messrs. Vitale and Rheel’s performance shares and/or phantom shares in connection with their departures from the Company, please see “— Potential Payments Upon Termination or Change in Control” below.
|
|
Portion of 2015 Performance (Phantom) Shares Earned Based on 2015 and 2016 Performance
|
2015 Unvested Restricted Share Units
|
||
Christopher O’Kane
|
28,644
|
|
14,954
|
|
Scott Kirk
|
7,161
|
|
3,738
|
|
Thomas Lillelund
|
1,194
|
|
1,868
|
|
Stephen Postlewhite
|
12,532
|
|
6,542
|
|
Brian Boornazian
|
10,742
|
|
5,607
|
|
Mario Vitale
|
9,177
|
|
—
|
|
Robert Rheel
|
1,050
|
|
—
|
|
(4)
|
Reflects 2015 performance shares and assumes a vesting of 100% for the remaining one-third of the grant.
|
|
Portion of 2016 Performance (Phantom) Shares
Earned Based on 2016 Performance |
2016 Unvested Restricted Share Units
|
||
Christopher O’Kane
|
7,490
|
|
29,222
|
|
Scott Kirk
|
2,247
|
|
8,967
|
|
Thomas Lillelund
|
312
|
|
19,169
|
|
Stephen Postlewhite
|
3,277
|
|
28,208
|
|
Brian Boornazian
|
2,809
|
|
8,215
|
|
Mario Vitale
|
—
|
|
—
|
|
Robert Rheel
|
—
|
|
—
|
|
(6)
|
Reflects 2016 performance shares and assumes a vesting of 100% for the remaining two-thirds of the grant.
|
(7)
|
For additional information regarding the treatment of Messrs. Vitale and Rheel’s performance shares and restricted share units in connection with their departures from the Company, please see “— Potential Payments Upon Termination or Change in Control” below.
|
|
|
|
Share Awards
|
||
Name
|
|
|
Number of
Shares Acquired on Vesting (#) |
|
Value
Realized on Vesting (1) ($) |
Christopher O’Kane
|
|
73,948
|
|
3,343,909
|
|
Scott Kirk
(2)
|
|
4,873
|
|
221,249
|
|
Thomas Lillelund
(2)
|
|
4,714
|
|
212,701
|
|
Stephen Postlewhite
|
|
20,115
|
|
909,654
|
|
Brian Boornazian
|
|
34,245
|
|
1,545,521
|
|
Mario Vitale
|
|
76,614
|
|
3,511,346
|
|
Robert Rheel
(2)
|
|
7,000
|
|
315,365
|
(1)
|
The amounts reflect the amount vested (gross of tax).
|
(2)
|
In respect of Messrs. Kirk, Lillelund and Rheel, the figures above include their 2013 phantom shares which followed the same testing and vesting conditions as the 2013 performance shares with the difference that they settled in cash rather than shares.
|
Name
|
|
|
Executive
Contributions in Last FY (1) ($) |
|
Registrant
Contributions in Last FY (2) ($) |
|
Aggregate
Earnings/(Loss) in Last FY (3) ($) |
|
Aggregate
Withdrawals/ Distributions ($) |
|
Aggregate
Balance at Last FYE (4) ($) |
|||||
Brian Boornazian
|
|
—
|
|
|
20,400
|
|
|
—
|
|
|
—
|
|
|
61,620
|
|
|
Mario Vitale
|
|
—
|
|
|
—
|
|
|
(5,984
|
)
|
|
—
|
|
|
145,565
|
|
|
Robert Rheel
|
|
59,498
|
|
|
—
|
|
|
5,784
|
|
|
—
|
|
|
242,776
|
|
(1)
|
With respect to Mr. Rheel, the amount in this column is also reported in the “Salary” column of the 2016 Summary Compensation Table above and reflects the amount of Mr Rheel’s base salary that was voluntarily deferred by Mr. Rheel in 2016.
|
(2)
|
The amount in this column represents the Company’s contributions made in 2017 in respect of 2016 service and are also reported in the “All Other Compensation” column of the 2016 Summary Compensation Table above.
|
(3)
|
Represents capital gains (losses) and dividends on and earnings (losses) from the investments made in one or more investment alternatives selected by the NEO. These amounts do not represent above-market or preferential earnings and, accordingly, are not reported in the 2016 Summary Compensation Table above.
|
(4)
|
The amounts in this column that were previously reported as compensation to Messrs. Boornazian, Vitale and Rheel in the Summary Compensation Table for previous years are
$30,820
,
$124,691
and $Nil, respectively.
|
Employee
Contribution Percentage of Base Salary |
Age of
Employee |
Company
Contribution Percentage of Employee’s Base Salary |
3 %
|
18 - 19
|
5 %
|
3 %
|
20 - 24
|
7 %
|
3 %
|
25 - 29
|
8 %
|
3 %
|
30 - 34
|
9.5 %
|
3 %
|
35 - 39
|
10.5 %
|
3 %
|
40 - 44
|
12 %
|
3 %
|
45 - 49
|
13.5 %
|
3 %
|
50 - 54
|
14.5 %
|
3 %
|
55 plus
|
15.5 %
|
Age of Employee
|
|
|
Contribution
by the Company as a Percentage of Employee’s Base Salary |
20 - 29
|
|
3.0%
|
|
30 - 39
|
|
4.0%
|
|
40 - 49
|
|
5.0%
|
|
50 and older
|
|
6.0%
|
Years of Vesting Service
|
|
|
Vesting
Percentage |
|
Less than 3 years
|
|
0
|
%
|
|
3 years
|
|
100
|
%
|
(i)
|
in the case of Messrs. O’Kane, Kirk, Lillelund and Postlewhite, employment may be terminated without notice for cause if:
|
•
|
the employee becomes bankrupt, is convicted of a criminal offense (other than a traffic violation or a crime with a penalty other than imprisonment), commits serious misconduct or other conduct bringing the employee or the Company or any of its subsidiaries into disrepute;
|
•
|
|
•
|
the employee materially breaches any provisions of the service agreement or conducts himself in a manner prejudicial to the business;
|
•
|
the employee is disqualified from being a director in the case of Mr. O’Kane; or
|
•
|
the employee is guilty of any repeated material breach or breaches any code of conduct or ceases to be registered by any regulatory body;
|
(ii)
|
in the case of Mr. Boornazian, employment may be terminated without notice for cause if:
|
•
|
the employee’s willful misconduct is materially injurious to Aspen Re America Inc. or its affiliates;
|
•
|
the employee intentionally fails to act in accordance with the direction of the Chief Executive Officer or the Board of Aspen U.S. Services or Aspen Re America Inc.;
|
•
|
the employee is convicted of a felony or entered into a plea of
nolo contendre
;
|
•
|
the employee violates a law, rule or regulation that (i) governs Aspen Re America Inc.’s business, (ii) has a material adverse effect on Aspen Re America Inc.’s business, or (iii) disqualifies him from employment; or
|
•
|
the employee intentionally breaches a non-compete or non-disclosure agreement;
|
(iii)
|
in the case of Messrs. O’Kane, Kirk, Lillelund and Postlewhite, employment may be terminated by the employee without notice for good reason if:
|
•
|
the employee’s annual base salary or bonus opportunity is reduced;
|
•
|
there is a material diminution in the employee’s duties, authority, responsibilities or title, or the employee is assigned duties materially inconsistent with his position;
|
•
|
the employee is removed from any of his positions (or in the case of Mr. O’Kane is not elected or re-elected to such positions);
|
•
|
an adverse change in the employee’s reporting relationship occurs in the case of Messrs. O’Kane, Lillelund and Postlewhite; or
|
•
|
the employee is required to relocate more than 50 miles from the employee’s current office; provided that, in each case, the default has not been cured within 30 days of receipt of a written notice from the employee;
|
(iv)
|
in the case of Mr. Boornazian, employment may be terminated by the employee for good reason upon 90 days’ notice if:
|
•
|
there is a material diminution in the employee’s responsibilities, duties, title or authority;
|
•
|
the employee’s annual base salary is materially reduced; or
|
•
|
there is a material breach by the Company of the employment agreement; provided that, in each case, the default has not been substantially cured within 60 days’ of receipt of written notice from the employee;
|
(v)
|
in the case of Mr. O’Kane, if the employee is terminated without cause or resigns for good reason, the employee is entitled (subject to execution of a release) to (a) base salary at his base salary rate through the date in which his termination occurs; (b) the lesser of (x) the target annual incentive award for the year in which the employee’s termination occurs, and (y) the average of the annual incentive awards received by the employee in the prior three years (or, number of years employed if fewer), multiplied by a fraction, the numerator of which is the number of days that the employee was employed during the applicable year and the denominator of which is 365; (c) a severance payment equal to two times the sum of (x) the employee’s highest base salary during the term of the agreement and (y) the average annual bonus paid to the executive (whether paid in cash, equity or a combination thereof) in the previous three years (or lesser period if employed less than three years); and (d) the unpaid balance of all previously earned annual bonus and other incentive awards with respect to performance periods which have been completed, but which have
|
(vi)
|
in the case of Messrs. Kirk, Lillelund and Postlewhite, if the employee is terminated without cause or resigns for good reason, the employee is entitled (subject to execution of a release) to (a) base salary at his base salary rate through the date in which his termination occurs; (b) the lesser of (x) the target annual incentive award for the year in which the employee’s termination occurs, and (y) the average of the annual incentive awards received by the employee in the prior three years (or, number of years employed if fewer), multiplied by a fraction, the numerator of which is the number of days that the employee was employed during the applicable year and the denominator of which is 365; (c) a severance payment of the sum of (x) the employee’s highest base salary rate during the term of the agreement and (y) the average bonus under the Company’s annual incentive plan actually earned by the employee (whether paid in cash, equity or a combination thereof) during the three years (or number of complete years employed, if fewer) immediately prior to the year of termination; and (d) the unpaid balance of all previously earned annual bonus and other incentive awards with respect to performance periods which have been completed, but which have not yet been paid, all of which amounts shall be payable in a lump sum in cash within 30 days after termination. In the event that the employee is paid in lieu of notice under the agreement (including if the Company exercises its right to enforce garden leave under the agreement) the severance payment will be inclusive of that payment;
|
(vii)
|
in the case of Mr. Boornazian, if the employee is terminated without cause or resigns for good reason, the employee is entitled (subject to execution of a release) to (a) earned but unpaid base salary through the date in which the termination occurs and earned but unpaid prior year annual bonus, payable within 20 days after the normal payment date; (b) the sum of (x) the employee’s highest base salary during the term of the agreement and (y) the average annual bonus awards received by the employee (whether paid in cash, equity or a combination thereof) for the three years immediately prior to the year of termination, payable in equal installments over the remaining term of the agreement, in accordance with regular payroll practices; and (c) a prorated annual bonus based on the actual annual bonus for the year in which the termination occurs, prorated based on the fraction of the year the employee was employed, and paid on the date bonuses are otherwise paid. In the event Mr. Boornazian’s employment is terminated due to his death, his estate or his beneficiaries, as the case may be, are entitled to the annual incentive award the employee would have been entitled to for the year in which the termination occurs, prorated based on the fraction of the year the employee was employed, and paid on the date it otherwise would have been paid. Under the terms of the award agreements, Mr. Boornazian’s restricted share units will vest on death or disability and any portion of the performance shares that have met their performance conditions but have not yet vested will also be paid; and
|
(viii)
|
in the case of each of our continuing NEOs, if the employee is terminated without cause or resigns for good reason in the six months prior to a change in control or the two-year period following a change in control, in addition to the benefits discussed above, all share options and other equity-based awards granted to the executive following the date of their employment or service agreement, as applicable, shall immediately vest and remain exercisable for the remainder of their terms.
|
|
Christopher O’Kane
(1)
|
|
Scott Kirk
(1)
|
|
||||||||||||
|
Total Cash
|
|
Value of
Accelerated
Equity Awards
|
|
Total Cash
|
|
Value of
Accelerated Equity Awards |
|
||||||||
Termination without Cause (or other than for Cause) or for Good Reason
|
$
|
5,502,289
|
|
(5)
|
$
|
—
|
|
|
$
|
1,177,459
|
|
(8)
|
$
|
—
|
|
|
Death
(2)
|
$
|
1,457,272
|
|
|
$
|
8,519,829
|
|
|
$
|
470,085
|
|
|
$
|
1,575,243
|
|
|
Disability
(3)
|
$
|
—
|
|
|
$
|
8,519,829
|
|
|
$
|
—
|
|
|
$
|
1,575,243
|
|
|
Termination without Cause (or other than for Cause) or for Good Reason in connection with a Change in Control
(4)
|
$
|
5,502,289
|
|
(6)
|
$
|
12,163,139
|
|
(7)
|
$
|
1,589,345
|
|
(9)
|
$
|
2,606,493
|
|
(10)
|
(1)
|
The calculation for the payouts for Messrs. O’Kane and Kirk were converted from British Pounds into U.S. Dollars at the average exchange rate of
$1.3431
to £1 for
2016
.
|
(2)
|
In respect of death, Messrs. O’Kane and Kirk are entitled to a portion of the annual bonus they would have been entitled to receive for the year in which the date of death occurs. This amount represents 100% of the bonus potential for
2016
. In addition, performance shares that have already met their performance-vesting criteria but have not vested would immediately vest and be issued. For the avoidance of doubt, any performance shares that have not become eligible shares on or before the date of such termination of employment shall be forfeited on such date without consideration. All outstanding restricted share units which are not vested will accelerate and immediately vest.
|
(3)
|
In respect of disability, Messrs. O’Kane and Kirk would not be terminated based on disability, but would be entitled to continue to receive base salary for six months after which they would be entitled to long-term disability benefits under our permanent health insurance coverage. In addition, performance shares that have already met their performance-vesting criteria but have not vested would immediately vest and be issued. For the avoidance of doubt, any performance shares that have not become eligible shares on or before the date of such termination of employment shall be forfeited on such date without consideration. All outstanding restricted share units which are not vested will accelerate and immediately vest.
|
(4)
|
If the employment of the NEO is terminated by the Company without cause or by the NEO for good reason (as described above and as defined in each of the individual’s respective employment agreement) within the six-month period prior to a change in control or within the two-year period following a change in control, in addition to the severance and benefits they would otherwise be entitled to, the NEO would also be entitled to receive accelerated vesting of outstanding equity awards. The occurrence of any of the following events constitutes a “Change in Control”:
|
(5)
|
In the event of termination without cause or for good reason, this represents the lesser of (a) the target annual incentive for the year in which termination occurs (
£1,085,000
) (
$1,457,264
) or (b) the average of the bonus received by Mr. O’Kane for the previous three years (
£952,233
) (
$1,278,945
), plus two times the sum of (i) the highest base salary rate during the term of the agreement (
£620,000
) (
$832,727
) and (ii) the average bonus actually earned during three years immediately prior to the year of termination (
£952,233
) (
$1,278,945
).
|
(6)
|
In the event of termination without cause or a resignation for good reason in connection with a change in control, this represents the average bonus paid or payable to Mr. O’Kane in respect of the last three full fiscal years (
£952,233
) (
$1,278,945
) plus two times the sum of (i) the
|
(7)
|
Represents the acceleration of vesting in connection with a termination without cause or a resignation for good reason within the six-month period prior to a change in control or within the two-year period following a change in control of: (i) the 2014 performance shares based on actual performance for 2014, 2015 and 2016, (ii) the 2015 performance shares earned based on actual performance for 2015 and 2016 and assumes 100% vesting for the remaining tranche subject to future performance, (iii) the 2016 performance shares based on actual performance for 2016 and assumes 100% vesting for the remaining tranches subject to future performance and (iv) the outstanding portions of the 2014, 2015 and 2016 restricted share units. We have assumed that performance shares subject to future performance vest at 100% though we note that performance shares are eligible to vest at up to 200%.
|
(8)
|
In the event of termination without cause or for good reason, this represents the lesser of (a) the target annual incentive for the year in which termination occurs (
£350,000
) (
$470,085
) or (b) the average of the bonus received by Mr. Kirk for the previous three years (
£263,337
) (
$353,687
), plus the sum of (i) the highest base salary rate during the term of the agreement (
£350,000
) (
$470,085
) and (ii) the average bonus actually earned during the three years immediately prior to the year of termination (
£263,337
) (
$353,687
).
|
(9)
|
In the event of termination without cause or a resignation for good reason in connection with a change in control, this represents the average bonus paid or payable to Mr. Kirk in respect of the last three full fiscal years (
£263,337
) (
$353,687
) plus one and one-half times the sum of (i) the current base salary rate (
£350,000
) (
$470,085
) and (ii) the average bonus paid or payable to Mr. Kirk in respect of the last three full fiscal years (
£263,337
) (
$353,687
).
|
(10)
|
See footnote 7 above for a description of the outstanding equity awards that would accelerate upon a qualifying termination in connection with a Change in Control, including certain assumptions used to calculate the amounts in the table above.
|
|
Thomas Lillelund
|
|
Stephen Postlewhite
(1)
|
|
Brian Boornazian
|
|
||||||||||||||||||
|
Total Cash
Payout |
|
Value of
Accelerated Equity Awards |
|
Total Cash
Payout |
|
Value of
Accelerated Equity Awards |
|
Total Cash
Payout |
|
Value of
Accelerated Equity Awards |
|
||||||||||||
Termination without Cause (or other than for Cause) or for Good Reason
|
$
|
1,437,666
|
|
(5)
|
$
|
—
|
|
|
$
|
1,960,926
|
|
(8)
|
$
|
—
|
|
|
$
|
2,056,387
|
|
(10)
|
$
|
—
|
|
|
Death
(2)
|
$
|
708,750
|
|
|
$
|
1,408,143
|
|
|
$
|
735,347
|
|
|
$
|
3,550,048
|
|
|
$
|
1,276,200
|
|
|
$
|
2,941,517
|
|
|
Disability
(3)
|
$
|
—
|
|
|
$
|
1,408,143
|
|
|
$
|
—
|
|
|
$
|
3,550,048
|
|
|
$
|
9,290,700
|
|
|
$
|
2,941,517
|
|
|
Termination without Cause (or other than for Cause) or for Good Reason in connection with a Change in Control
(4)
|
$
|
2,418,999
|
|
(6)
|
$
|
1,559,888
|
|
(7)
|
$
|
3,222,205
|
|
(9)
|
$
|
5,143,948
|
|
(7)
|
$
|
4,070,001
|
|
(11)
|
$
|
4,307,717
|
|
(7)
|
(1)
|
The calculations for Mr. Postlewhite were converted from British Pounds into U.S. Dollars at the average exchange rate of
$1.3431
to £1 for
2016
.
|
(2)
|
In respect of death, Messrs. Lillelund, Postlewhite and Boornazian are entitled to a portion of the annual bonus they would have been entitled to receive for the year in which the date of death occurs. This amount represents 100% of the bonus potential for
2016
. Mr. Boornazian would also be entitled to
$450,000
payable pursuant to his supplemental life insurance benefit, which amount is reported in the table above. In addition, performance shares that have already met their performance-vesting criteria but have not vested would immediately vest and be issued. For the avoidance of doubt, any performance shares that have not become eligible shares on or before the date of such termination of employment shall be forfeited on such date without consideration. All outstanding restricted share units which are not vested will accelerate and immediately vest.
|
(3)
|
In respect of disability, Messrs. Lillelund and Postlewhite would not be terminated based on disability, but would be entitled to continue to receive base salary for six months after which they would be entitled to long-term disability benefits under our permanent health insurance coverage. In addition, performance shares that have already met their performance-vesting criteria but have not vested would immediately vest and be issued. For the avoidance of doubt, any performance shares that have not become eligible shares on or before the date of such termination of employment shall be forfeited on such date without consideration. All outstanding restricted share units which are not vested will accelerate and immediately vest. In respect of disability, Mr. Boornazian would be entitled to the pro rated annual bonus based on the actual bonus earned for the year in which the date of termination occurs. This amount represents 100% of his bonus potential for 2016 (
$826,200
). In addition, Mr. Boornazian would be entitled to receive a supplemental disability benefit of
$8,464,500
, which amount is reported in the table above.
|
(4)
|
See footnote 4 of the prior table for a summary of accelerated vesting of outstanding equity awards that each NEO would receive upon a qualifying termination in connection with a Change in Control.
|
(5)
|
In the event of termination without cause or for good reason, this represents the lesser of (a) the target annual incentive for the year in which termination occurs (
$708,750
) or (b) the average of the annual incentive awards received by Mr. Lillelund for the previous three years (
$456,333
), plus the sum of (i) the highest base salary rate during the term of the agreement (
$525,000
) and (ii) the lesser of (a) the target annual incentive for the year in which termination occurs (
$708,750
) or (b) the average bonus actually earned during the three years immediately prior to the year of termination (
$456,333
).
|
(6)
|
In the event of termination without cause or resignation for good reason in connection with a change in control, this represents the average bonus paid or payable to Mr. Lillelund in respect of the last three full fiscal years (
$456,333
) plus two times the sum of (i) the current base salary rate (
$525,000
) and (ii) the average bonus paid or payable to Mr. Lillelund in respect of the last three full fiscal years (
$456,333
).
|
(7)
|
See footnote 7 of the prior table for a description of the outstanding equity awards for each NEO that would accelerate upon a qualifying termination in connection with a Change in Control, including certain assumptions used to calculate the amounts in the table above.
|
(8)
|
In the event of termination without cause or for good reason, this represents the lesser of (a) the target annual incentive for the year in which termination occurs (
£547,500
) (
$735,347
) or (b) the average of the annual incentive awards received by Mr. Postlewhite for the previous three years (
£556,360
) (
$747,247
), plus the sum of (i) the highest base salary rate during the term of the agreement (
£365,000
) (
$490,232
) and (ii) the lesser of (a) the target annual incentive for the year in which termination occurs (
£547,500
) (
$735,347
) or (b) the average bonus actually earned during the three years immediately prior to the year of termination (
£556,360
) (
$747,247
).
|
(9)
|
In the event of termination without cause or a resignation for good reason in connection with a change in control, this represents the average bonus paid or payable to Mr. Postlewhite in respect of the last three full fiscal years (
£556,360
) (
$747,247
) plus two times the sum of (i) the current base salary rate (
£365,000
) (
$490,232
) and (ii) the average bonus paid or payable to Mr. Postlewhite in respect of the last three full fiscal years (
£556,360
) (
$747,247
).
|
(10)
|
In the event of termination without cause or for good reason, this represents the sum of (i) the highest base salary during the term of the agreement (
$612,000
), (ii) the average bonus actually earned during the three years immediately prior to the year of termination (
$948,667
) and (iii) Mr. Boornazian’s earned cash bonus for 2016 (
$495,720
).
|
(11)
|
In the event of termination without cause or a resignation for good reason in connection with a change in control, this represents the average bonus paid or payable to Mr. Boornazian in respect of the last three full fiscal years (
$948,667
) plus two times the sum of (i) the current base salary rate (
$612,000
) and (ii) the average bonus paid or payable to Mr. Boornazian in respect of the last three full fiscal years (
$948,667
).
|
Name
|
|
|
Fees Earned
or Paid in Cash (1)
($)
|
|
Share
Awards (2)
($)
|
|
Total
($) |
|
Liaquat Ahamed
(3)
|
|
90,000
|
|
80,942
|
|
|
170,942
|
|
Albert Beer
(4)
|
|
120,000
|
|
80,942
|
|
|
200,942
|
|
Richard Bucknall
(5)
|
|
55,206
|
|
80,942
|
|
|
136,148
|
|
John Cavoores
(6)
|
|
95,000
|
|
80,942
|
|
|
175,942
|
|
Gary Gregg
(7)
|
|
115,451
|
|
80,942
|
|
|
196,393
|
|
Heidi Hutter
(8)
|
|
187,256
|
|
80,942
|
|
|
268,198
|
|
Gordon Ireland
(9)
|
|
145,577
|
|
80,942
|
|
|
226,520
|
|
Glyn Jones
(10)
|
|
268,620
|
|
404,786
|
|
|
673,406
|
|
Karl Mayr
(11)
|
|
172,226
|
|
94,470
|
|
|
266,696
|
|
Peter O
’
Flinn
(12)
|
|
35,437
|
|
80,942
|
|
|
116,379
|
|
Bret Pearlman
(13)
|
|
80,000
|
|
80,942
|
|
|
160,942
|
|
Ron Pressman
(14)
|
|
95,000
|
|
80,942
|
|
|
175,942
|
(1)
|
For directors who wish to be paid for their services to the Company in British Pounds rather than U.S. Dollars (for any amounts denominated in U.S. Dollars), such as Mr. Ireland, such compensation for
2016
was converted into British Pounds at the prevailing rate of exchange between the British Pound and the U.S. Dollar at the time of payment. For fees denominated and paid to directors in British Pounds (such as Mr. Jones for his services as Chairman of the Board, Mr. Bucknall for his services to AMAL and Aspen U.K., Ms. Hutter for her services to AMAL and Aspen U.K., Mr. Mayr for his services to Aspen U.K. and AMAL and Mr. Ireland for his services to Aspen U.K.), for reporting purposes an exchange rate of
$1.3431
to £1 was used for
2016
, which is the average rate of exchange for
2016
.
|
(2)
|
Consists of restricted share units. Valuation is based on the grant date fair value of the awards calculated in accordance with FASB ASC Topic 718, without regard to forfeitures related to service-based vesting conditions, which is
$36.96
for the restricted share units granted on
February 8, 2016
.
|
(3)
|
Represents (i)
$50,000 annual Board fee
, (ii) $30,000 attendance fee and (iii) $10,000 for serving as the Chair of the Investment Committee. In respect of the
2,190
restricted share units granted on
February 8, 2016
, Mr. Ahamed held 365 unvested restricted share units as of
December 31, 2016
, which vested and settled on
February 8, 2017
.
|
(4)
|
Represents (i)
$50,000 annual Board fee
, (ii)
$30,000 attendance fee
, (iii) $10,000 for serving as a member of the Audit Committee and (iv) $30,000 for serving on the board of directors and the audit committee of Aspen Bermuda. In respect of the
2,190
, restricted share units granted on
February 8, 2016
, Mr. Beer held 365 unvested restricted share units as of
December 31, 2016
, which vested and settled on
February 8, 2017
.
|
(5)
|
Mr. Bucknall did not stand for re-election at the 2016 Annual General Meeting held on April 21, 2016. Represents (i) the pro rata amount of
$15,164
annual Board fee until April 20, 2016, (ii)
$10,000
attendance fee, (iii) the pro rata amount of
$3,033
for serving as a member of the Audit Committee until April 20, 2016, (iv) the pro rata amount of
£8,798
(
$11,817
) for serving on the board of directors of Aspen U.K. until April 1, 2016 and (v) the pro rata amount of
£11,311
(
$15,192
) for serving on the board of directors of AMAL until April 1, 2016. In respect of the
2,190
restricted share units granted on
February 8, 2016
, Mr. Bucknall held 365 unvested restricted share units as of
December 31, 2016
, which vested and settled on
February 8, 2017
.
|
(6)
|
Represents (i)
$50,000 annual Board fee
, (ii) $30,000 attendance fee and (iii) $15,000 attendance fee for serving on the Global Insurance Board, an advisory board to Aspen Insurance’s operations. In respect of the
2,190
restricted share units granted on
February 8, 2016
, Mr. Cavoores held 365 unvested restricted share units as of
December 31, 2016
, which vested and settled on
February 8, 2017
.
|
(7)
|
Represents (i)
$50,000 annual Board fee
, (ii)
$30,000 attendance fee
, (iii) $10,000 for serving as a member of the Audit Committee (iv) the pro rata amount of $10,451 for serving as the Chair of the Risk Committee since April 20, 2016 and (v) $15,000 attendance fee for serving on the Global Insurance Board, an advisory board to Aspen Insurance’s operations. In respect of the
2,190
share units granted on
February 8, 2016
, Mr. Gregg held 365 unvested restricted share units as of
December 31, 2016
, which vested and settled
February 8, 2017
.
|
(8)
|
Represents (i)
$50,000 annual Board fee
, (ii)
$30,000 attendance fee
, (iii) the pro rata amount of
$4,549
for serving as Chair of the Risk Committee until April 20, 2016, (iv)
$10,000
for serving as a member of the Audit Committee, (v) the pro rata amount of
$6,967
for serving as the Chair of the Corporate Governance and Nominating Committee since April 20, 2016, (vi)
$13,484
for serving as Lead Independent Director of the Board, (vii) the pro rata amount of
£8,798
(
$11,816
) annual fee for serving on the board of directors of Aspen U.K. until April 1, 2016, (viii)
£35,000
(
$47,009
) annual fee for serving on the board of directors of AMAL and (ix)
£10,000
(
$13,431
) for serving as Chair of AMAL. In respect of the
2,190
restricted share units granted on
February 8, 2016
, Ms. Hutter held 365 unvested restricted share units as of
December 31, 2016
, which vested and settled on
February 8, 2017
.
|
(9)
|
Represents (i)
$50,000 annual Board fee
, (ii)
$30,000 attendance fee
, (iii) $30,000 for serving as Chair of the Audit Committee and (iv) the pro rata amount of
£26,489
(
$35,577
) for serving on the board of directors of Aspen U.K. since March 30, 2016. In respect of the
2,190
restricted share units granted on
February 8, 2016
, Mr. Ireland held 365 unvested restricted share units as of
December 31, 2016
, which vested and settled on
February 8, 2017
.
|
(10)
|
Represents Mr. Jones’ annual Chairman’s fee of
£200,000
(
$268,620
). In respect of the 10,952 restricted share units granted on
February 8, 2016
, Mr. Jones held 1,825 unvested restricted share units as of
December 31, 2016
, which vested and settled on
February 8, 2017
. During
2016
, the Company provided Mr. Jones with access to private medical insurance, for which Mr. Jones paid the full cost.
|
(11)
|
Represents (i) $50,000 annual Board fee, (ii) $30,000 attendance fee, (iii) the pro rata amount of $6,967 for serving as a member of the Audit Committee since April 20, 2016, (iv)
£35,000
(
$47,009
) for serving on the board of directors of Aspen U.K. and (v) the pro rata amount of
£28,479
(
$38,251
) for serving on the board of directors of AMAL since March 10, 2016. In respect of the 2,556 restricted share units granted on
February 8, 2016
, Mr. Mayr held 426 unvested restricted share units as of
December 31, 2016
, which vested and settled on
February 8, 2017
. Mr. Mayr was granted restricted share units in excess of the annual grant to reflect the months of December 2015 and January 2016, following his appointment on December 2, 2015, during which he received no compensation.
|
(12)
|
Mr. O’Flinn did not stand for re-election at the 2016 Annual General Meeting held on April 21, 2016. Represents (i) the pro rata amount of
$15,164
annual Board fee until April 20, 2016, (ii)
$5,000
attendance fee, (iii) the pro rata amount of
$3,033
for serving as a member of the Audit Committee until April 20, 2016, (iv) the pro rata amount of
$9,180
for serving on the board of directors of Aspen Bermuda until March 31, 2016 and (v) the pro rata amount of
$3,060
for serving as Chair of the Audit Committee of Aspen Bermuda. In respect of the
2,190
restricted share units granted on
February 8, 2016
, Mr. O’ Flinn held 365 unvested restricted share units as of
December 31, 2016
, which vested and settled on
February 8, 2017
.
|
(13)
|
Represents (i)
$50,000 annual Board fee
and (ii)
$30,000 attendance fee
. In respect of the
2,190
restricted share units granted on
February 8, 2016
, Mr. Pearlman held 365 unvested restricted share units as of
December 31, 2016
, which vested and settled on
February 8, 2017
.
|
(14)
|
Represents (i)
$50,000 annual Board fee
, (ii)
$30,000 attendance fee
and (iii) $15,000 for serving as Chair of the Compensation Committee. In respect of the
2,190
restricted share units granted on
February 8, 2016
, Mr. Pressman held 365 unvested restricted share units as of
December 31, 2016
, which vested and settled on
February 8, 2017
.
|
•
|
Audit Committee Chair — $30,000
|
•
|
Compensation Committee Chair — $15,000
|
•
|
Risk Committee Chair — $15,000
|
•
|
Corporate Governance and Nominating Committee Chair — $10,000
|
•
|
Investment Committee Chair — $10,000
|
•
|
Compensation Committee Chair — $25,000 (an increase of $10,000)
|
•
|
Risk Committee Chair — $30,000 (an increase of $15,000)
|
•
|
Corporate Governance and Nominating Committee Chair — $15,000 (an increase of $5,000)
|
•
|
Investment Committee Chair — $15,000 (an increase of $5,000)
|
•
|
each person known by us to beneficially own approximately 5% or more of our outstanding ordinary shares;
|
•
|
each of our directors;
|
•
|
each of our NEOs; and
|
•
|
all of our executive officers and directors as a group.
|
Name and Address of Beneficial Owner
(1)
|
|
Number of
Ordinary Shares (2) |
|
Percentage of
Ordinary Shares Outstanding (2) |
Dimensional Fund Advisors LP
(3)
|
5,078,543
|
|
8.43%
|
|
Building One
6300 Bee Cave Road, Austin, TX 78746 U.S.A. |
|
|
|
|
The Vanguard Group
(4)
|
4,994,393
|
|
8.29%
|
|
100 Vanguard Boulevard
Malvern, PA 19355 U.S.A. |
|
|
|
|
BlackRock Inc.
(5)
|
4,539,335
|
|
7.50%
|
|
55 East 52nd Street
New York, NY 10055 U.S.A. |
|
|
|
|
FMR LLC
(6)
|
2,420,733
|
|
4.02%
|
|
245 Summer Street
Boston, MA 02210 U.S.A.
|
|
|
|
|
Glyn Jones
(7)
|
128,695
|
|
*
|
|
Christopher O’Kane
(8)
|
210,086
|
|
*
|
|
Scott Kirk
(9)
|
13,384
|
|
*
|
|
Stephen Postlewhite
(10)
|
37,987
|
|
*
|
|
Thomas Lillelund
(11)
|
9,361
|
|
*
|
|
Brian Boornazian
(12)
|
38,064
|
|
*
|
|
Mario Vitale
(13)
|
46,928
|
|
*
|
|
Robert Rheel
(14)
|
4,862
|
|
*
|
|
Liaquat Ahamed
(15)
|
26,897
|
|
*
|
|
Albert Beer
(16)
|
17,392
|
|
*
|
|
Matthew Botein
(17)
|
-
|
|
*
|
|
John Cavoores
(18)
|
23,557
|
|
*
|
|
Gary Gregg
(19)
|
15,080
|
|
*
|
|
Heidi Hutter
(20)
|
51,886
|
|
*
|
|
Gordon Ireland
(21)
|
10,507
|
|
*
|
|
Karl Mayr
(22)
|
2,556
|
|
*
|
|
Bret Pearlman
(23)
|
9,119
|
|
*
|
|
Ronald Pressman
(24)
|
14,791
|
|
*
|
|
All directors and executive officers as a group (24 persons)
|
802,419
|
|
1.34%
|
*
|
Less than 1%
|
(1)
|
Unless otherwise stated, the address for each director and officer is c/o Aspen Insurance Holdings Limited, 141 Front Street, Hamilton HM 19, Bermuda.
|
(2)
|
Represents the outstanding ordinary shares as of
February 27, 2017
, except for unaffiliated shareholders whose information is disclosed as of the dates of their Schedule 13G noted in their respective footnotes. With respect to our directors and executive officers, the number of ordinary shares includes ordinary shares that may be acquired within 60 days of
February 27, 2017
upon (i) the exercise of vested options and (ii) awards issuable for ordinary shares, in each case, held only by such person. The percentage of ordinary shares outstanding reflects
|
(3)
|
As filed with the SEC on Schedule 13G on February 9, 2017 by Dimensional Fund Advisors LP.
|
(4)
|
As filed with the SEC on Schedule 13G on February 9, 2017 by The Vanguard Group.
|
(5)
|
As filed with the SEC on Schedule 13G on January 19, 2017 by BlackRock Inc.
|
(6)
|
As filed with the SEC on Schedule 13G on February 14, 2017 by FMR LLC.
|
(7)
|
Represents 128,695 ordinary shares held by Mr. Jones. This amount does not include the grant of 8,892 restricted share units granted on February 10,
2017
of which 10/12th are issuable on December 31,
2017
and the remaining 2/12th are issuable on the one year anniversary of the grant date.
|
(8)
|
Includes 210,086 ordinary shares held by Mr. O’Kane.
|
(9)
|
Represents 13,384 ordinary shares held by Mr. Kirk.
|
(10)
|
Represents 37,987 ordinary shares held by Mr. Postlewhite.
|
(11)
|
Represents 9,361 ordinary shares held by Mr. Lillelund.
|
(12)
|
Represents 38,064 ordinary shares held by Mr. Boornazian.
|
(13)
|
Represents 46,928 ordinary shares held by Mr. Vitale as at April 25, 2016, the last date the Company filed a Form 4 on behalf of Mr. Vitale.
|
(14)
|
Represents 4,862 ordinary shares held by Mr. Rheel as at April 25, 2016, the last date the Company filed a Form 4 on behalf of Mr. Rheel.
|
(15)
|
Represents 26,897 ordinary shares held by Mr. Ahamed. This amount does not include the grant of 2,223 restricted share units granted on February 10,
2017
of which 10/12th are issuable on December 31,
2017
and the remaining 2/12th are issuable on the one year anniversary of the grant date.
|
(16)
|
Represents 17,392 ordinary shares held by Mr. Beer. This amount does not include the grant of 2,223 restricted share units granted on February 10,
2017
of which 10/12th are issuable on December 31,
2017
and the remaining 2/12th are issuable on the one year anniversary of the grant date.
|
(17)
|
Represents nil ordinary shares held by Mr. Botein. This amount does not include the grant of 2,223 restricted share units granted on February 10,
2017
of which 10/12th are issuable on December 31,
2017
and the remaining 2/12th are issuable on the one year anniversary of the grant date.
|
(18)
|
Represents 23,557 ordinary shares held by Mr. Cavoores. This amount does not include the grant of 2,223 restricted share units granted on February 10,
2017
of which 10/12th are issuable on December 31,
2017
and the remaining 2/12th are issuable on the one year anniversary of the grant date.
|
(19)
|
Represents 15,080 ordinary shares held by Mr. Gregg, 5,300 of which were purchased. This amount does not include the grant of 2,223 restricted share units granted on February 10,
2017
of which 10/12th are issuable on December 31,
2017
and the remaining 2/12th are issuable on the one year anniversary of the grant date.
|
(20)
|
Represents 51,886 ordinary shares held by Ms. Hutter. As Chief Executive Officer of The Black Diamond Group, LLC, Ms. Hutter has shared voting and investment power over the 17,382 ordinary shares beneficially owned by The Black Diamond Group, LLC. The business address of Ms. Hutter is c/o Black Diamond Group, 515 Congress Avenue, Suite 2220, Austin, Texas 78701. This amount does not include the grant of 2,223 restricted share units granted on February 10,
2017
of which 10/12th are issuable on December 31,
2017
and the remaining 2/12th are issuable on the one year anniversary of the grant date.
|
(21)
|
Represents 10,507 ordinary shares held by Mr. Ireland. This amount does not include the grant of 2,223 restricted share units granted on February 10,
2017
of which 10/12th are issuable on December 31,
2017
and the remaining 2/12th are issuable on the one year anniversary of the grant date.
|
(22)
|
Represents 2,556 ordinary shares held by Mr. Mayr. This amount does not include the grant of 2,223 restricted share units granted on February 10,
2017
of which 10/12th are issuable on December 31,
2017
and the remaining 2/12th are issuable on the one year anniversary of the grant date.
|
(23)
|
Represents 9,119 ordinary shares held by Mr. Pearlman. This amount does not include the grant of 2,223 restricted share units granted on February 10,
2017
of which 10/12th are issuable on December 31,
2017
and the remaining 2/12th are issuable on the one year anniversary of the grant date.
|
(24)
|
Represents 14,791 ordinary shares held by Mr. Pressman. This amount does not include the grant of 2,223 restricted share units granted on February 10,
2017
of which 10/12th are issuable on December 31,
2017
and the remaining 2/12th are issuable on the one year anniversary of the grant date.
|
|
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
||||
|
|
($ in millions)
|
||||||
Audit Fees
(a
)
|
|
$
|
3.14
|
|
|
$
|
3.12
|
|
Audit-Related Fees
(b)
|
|
0.27
|
|
|
0.18
|
|
||
Tax Fees
(c)
|
|
0.02
|
|
|
0.01
|
|
||
All Other Fees
(d)
|
|
0.06
|
|
|
0.13
|
|
||
Total Fees
|
|
$
|
3.49
|
|
|
$
|
3.44
|
|
(a)
|
Audit fees consist of fees paid to KPMG for professional services for the audit of the Company’s annual consolidated financial statements, review of quarterly consolidated financial statements, audit of annual statutory statements, and for services that are normally provided by independent auditors in connection with statutory, Sarbanes-Oxley Section 404 attestation services, comfort letters, SEC and regulatory filings or engagements.
|
(b)
|
Audit-related fees consist of fees paid for assurance and related services for the performance of the audit or review of the Company’s financial statements (other than the audit fees disclosed above), such as the audit of Solvency II balance sheet and the 401(k) Plan.
|
(c)
|
Tax fees are fees related to tax compliance and tax advice.
|
(d)
|
All other fees relate to fees billed to the Company by KPMG for non-audit services rendered to the Company in connection with claims advisory work and the review of booked loss and loss adjustment expense reserves for Aspen Specialty Insurance Company and Aspen American Insurance Company, two of the Company’s subsidiaries.
|
|
By Order of the Board of Directors,
|
|
|
Michael Cain
|
Company Secretary
|
|
As at December 31, 2016
|
|
As at December 31, 2015
|
||||
|
($ in millions, except for share amounts)
|
||||||
Total shareholders’ equity
|
$
|
3,648.3
|
|
|
$
|
3,419.9
|
|
Accumulated other comprehensive income, net of taxes
|
5.1
|
|
|
(59.6
|
)
|
||
Preference shares less issue expenses
|
(797.1
|
)
|
|
(555.8
|
)
|
||
Non-controlling interest
|
(1.4
|
)
|
|
(1.3
|
)
|
||
Ordinary dividends
|
52.7
|
|
|
50.9
|
|
||
Adjusted total shareholders’ equity
|
$
|
2,907.6
|
|
|
$
|
2,854.1
|
|
|
|
|
|
||||
Ordinary shares
|
59,774,464
|
|
60,918,373
|
||||
Diluted ordinary shares
|
61,001,071
|
|
62,240,466
|
|
As at December 31, 2016
|
|
As at December 31, 2015
|
||||
|
($ in millions)
|
||||||
Total shareholders’ equity
|
$
|
3,648.3
|
|
|
$
|
3,419.9
|
|
Non-controlling interest
|
(1.4
|
)
|
|
(1.3
|
)
|
||
Average preference shares
|
(797.1
|
)
|
|
(555.8
|
)
|
||
Average adjustment
|
144.2
|
|
|
(13.3
|
)
|
||
Average Equity
|
$
|
2,994.0
|
|
|
$
|
2,849.5
|
|
|
|
|
|
|
As at December 31, 2016
|
|
As at December 31, 2015
|
||||
|
($ in millions)
|
||||||
Net income after tax
|
$
|
203.4
|
|
|
$
|
323.1
|
|
Add (deduct) after tax income:
|
|
|
|
||||
Net realized and unrealized investment (gains)
|
(20.6
|
)
|
|
(16.0
|
)
|
||
Net realized and unrealized exchange (gains)/losses
|
14.8
|
|
|
10.2
|
|
||
Changes to the fair value of derivatives
|
(20.4
|
)
|
|
4.1
|
|
||
Amortization and other non-recurring expenses
|
8.7
|
|
|
—
|
|
||
Proportion due to non-controlling interest
|
(0.1
|
)
|
|
(0.8
|
)
|
||
Operating income after tax and non-controlling interest
|
185.8
|
|
|
320.6
|
|
||
Preference Shares dividends
|
(41.8
|
)
|
|
(37.8
|
)
|
||
Operating Income available to ordinary shareholders
|
$
|
144.0
|
|
|
$
|
282.8
|
|
1 Year Aspen Insurance Chart |
1 Month Aspen Insurance Chart |
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