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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Validus Holdings, Ltd. (delisted) | NYSE:VR | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 67.99 | 0.00 | 01:00:00 |
|
BERMUDA
|
001-33606
|
98-0501001
|
(State or other jurisdiction of incorporation or organization)
|
(Commission file number)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Shares, $0.175 par value per share
|
|
New York Stock Exchange
|
5.875% Preferred Shares, Series A, $0.175 par value per share
|
|
New York Stock Exchange
|
5.800% Preferred Shares, Series B, $0.175 par value per share
|
|
New York Stock Exchange
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
|
|
|
Smaller reporting company
|
o
|
|
|
Emerging growth company
|
o
|
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Table of Contents
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Page
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Director Name
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Audit
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Compensation
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Executive
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Finance
|
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Governance
|
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Risk
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Edward J. Noonan
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ü
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ü
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ü
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John J. Hendrickson
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ü
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Mahmoud Abdallah
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ü
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ü
|
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ü
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Michael E.A. Carpenter
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Chair
|
|
ü
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|
ü
|
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|
ü
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Matthew J. Grayson
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ü
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|
ü
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|
ü
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Chair
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|
|
ü
|
Jeffrey W. Greenberg
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ü
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Karin Hirtler-Garvey
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ü
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ü
|
Jean-Marie Nessi
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Chair
|
|
ü
|
Mandakini Puri
|
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Chair
|
|
Chair
|
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|
ü
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Gail M. Ross
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ü
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ü
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Dr. Therese M. Vaughan
|
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ü
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ü
|
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Chair
|
Christopher E. Watson
|
|
|
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|
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|
|
|
|
ü
|
Name
|
|
Fees Earned
or Paid in
Cash
|
|
|
|
Stock
Awards (e)
|
|
Total
|
||||||
Edward J. Noonan
|
|
$
|
—
|
|
|
(a)
|
|
$
|
—
|
|
|
$
|
—
|
|
John J. Hendrickson
|
|
—
|
|
|
(a)
|
|
—
|
|
|
—
|
|
|||
Mahmoud Abdallah
|
|
125,000
|
|
|
|
|
100,000
|
|
|
225,000
|
|
|||
Michael E.A. Carpenter
|
|
332,068
|
|
|
(b)
|
|
100,000
|
|
|
432,068
|
|
|||
Matthew J. Grayson
|
|
169,000
|
|
|
(c)
|
|
100,000
|
|
|
269,000
|
|
|||
Jeffrey W. Greenberg
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|||
Karin Hirtler-Garvey
|
|
143,000
|
|
|
(d)
|
|
100,000
|
|
|
243,000
|
|
|||
Jean-Marie Nessi
|
|
120,500
|
|
|
|
|
100,000
|
|
|
220,500
|
|
|||
Mandakini Puri
|
|
139,000
|
|
|
|
|
100,000
|
|
|
239,000
|
|
|||
Gail M. Ross
|
|
121,000
|
|
|
|
|
100,000
|
|
|
221,000
|
|
|||
Therese M. Vaughan
|
|
143,500
|
|
|
|
|
100,000
|
|
|
243,500
|
|
|||
Christopher E. Watson
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
(a)
|
Edward J. Noonan
, the Chairman of the Board and Chief Executive Officer, and John J. Hendrickson, Director of Strategy, Risk Management and Corporate Development, received no separate compensation for their service as Directors. The compensation received by Mr. Noonan as Chief Executive Officer of the Company is shown in the “Summary Compensation Table for 2017”.
|
(b)
|
Mr. Carpenter received
$175,000
in fees payable in connection with his service on the Company’s Board,
$90,147
in fees payable in connection with his service as a Director of the Talbot board, and
$66,921
for his service as a Director of Validus Reinsurance (Switzerland) Limited.
|
(c)
|
Mr. Grayson received
$149,000
in fees payable in connection with his service on the Company’s Board and
$20,000
in connection with his service as an AlphaCat Fund Director.
|
(d)
|
Ms. Hirtler-Garvey joined the Board in August of 2017 and received
$63,000
in fees payable in connection with her service on the Company's Board and
$
80,000
in connection with her service as a Western World Insurance Group, Inc. Director.
|
(e)
|
Amounts reflect the grant date fair value of grants of fully vested stock awards during the fiscal year ended
December 31, 2017
. See Note 17 in our consolidated financial statements filed on the original Form 10-K for a discussion of the assumptions used in computing the grant date fair value of fully vested stock awards.
|
•
|
Salary and benefits;
|
•
|
Annual incentive compensation (annual incentive award); and
|
•
|
Long-term incentive compensation typically in the form of time vested and/or performance based restricted shares.
|
(a)
|
Certain of these metrics are Non-GAAP financial measures. For reconciliations of these metrics to the most comparable GAAP financial measure, please see Item 7 - Management’s Discussion and Analysis, Non-GAAP Financial Measures section of the original Form 10-K for the year ended
December 31, 2017
.
|
|
|
Time Vested Restricted Shares
(a)
|
|
Performance Based
Restricted Shares |
|
Total
Shares
|
|
Notional Amount (b)
|
|||||
Name
|
|
|
|
||||||||||
Edward J. Noonan
|
|
11,938
|
|
|
11,938
|
|
|
23,876
|
|
|
$
|
1,275,000
|
|
Jeffrey D. Sangster
|
|
7,959
|
|
|
7,959
|
|
|
15,918
|
|
|
850,000
|
|
|
Peter A. Bilsby
|
|
10,768
|
|
|
10,768
|
|
|
21,536
|
|
|
1,150,000
|
|
|
Kean D. Driscoll
|
|
11,891
|
|
|
11,891
|
|
|
23,782
|
|
|
1,270,000
|
|
|
Robert F. Kuzloski
|
|
7,350
|
|
|
7,350
|
|
|
14,700
|
|
|
785,000
|
|
(a)
|
Time vested restricted share awards granted in
2017
vest ratably over a three year period beginning on June 1,
2018
.
|
(b)
|
Based on the Company’s closing share price on
May 31,
2017
of
$53.40
.
|
|
|
|
|
|
Compensation Committee
|
|
|
Mandakini Puri (Chairperson)
Michael E.A. Carpenter
Matthew J. Grayson
|
Name and Principal Position
|
Year
|
|
Salary (a)
|
|
Stock
Awards (b) |
|
Non-Equity
Incentive Plan Compensation |
|
All Other
Compensation |
|
|
|
Total
|
||||||||||
Edward J. Noonan
|
2017
|
|
$
|
985,625
|
|
|
$
|
1,275,000
|
|
|
$
|
—
|
|
|
$
|
1,179,005
|
|
|
(c)
|
|
$
|
3,439,630
|
|
Chairman of the Board and Chief
|
2016
|
|
985,625
|
|
|
1,500,000
|
|
|
1,133,962
|
|
|
870,967
|
|
|
|
|
4,490,554
|
|
|||||
Executive Officer of the Validus Group
|
2015
|
|
985,625
|
|
|
1,574,000
|
|
|
1,995,891
|
|
|
777,797
|
|
|
|
|
5,333,313
|
|
|||||
Jeffrey D. Sangster
|
2017
|
|
625,000
|
|
|
850,000
|
|
|
—
|
|
|
285,261
|
|
|
(d)
|
|
1,760,261
|
|
|||||
Executive Vice President and Chief
|
2016
|
|
625,000
|
|
|
970,000
|
|
|
719,063
|
|
|
205,658
|
|
|
|
|
2,519,721
|
|
|||||
Financial Officer
|
2015
|
|
625,000
|
|
|
1,018,000
|
|
|
1,265,625
|
|
|
247,501
|
|
|
|
|
3,156,126
|
|
|||||
Kean D. Driscoll
|
2017
|
|
625,000
|
|
|
1,270,000
|
|
|
—
|
|
|
468,397
|
|
|
(e)
|
|
2,363,397
|
|
|||||
Global Head of Reinsurance, President of
|
2016
|
|
625,000
|
|
|
1,470,000
|
|
|
1,064,062
|
|
|
440,827
|
|
|
|
|
3,599,889
|
|
|||||
Validus Holdings and Chief Executive Office of Validus Reinsurance, Ltd.
|
2015
|
|
625,000
|
|
|
1,542,000
|
|
|
1,220,000
|
|
|
520,067
|
|
|
|
|
3,907,067
|
|
|||||
Robert F. Kuzloski
|
2017
|
|
550,000
|
|
|
785,000
|
|
|
—
|
|
|
413,845
|
|
|
(f)
|
|
1,748,845
|
|
|||||
Executive Vice President and General
|
2016
|
|
550,000
|
|
|
920,000
|
|
|
647,775
|
|
|
385,933
|
|
|
|
|
2,503,708
|
|
|||||
Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Peter A. Bilsby
|
2017
|
|
567,000
|
|
|
1,150,000
|
|
|
—
|
|
|
96,059
|
|
|
(h)
|
|
1,813,059
|
|
|||||
Global Head of Insurance and Chief
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Executive Officer of the Talbot Group
(g)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
The numbers presented represent earned salary for the full years ended
2017
,
2016
and
2015
.
|
(b)
|
Amounts reflect the grant date fair value of restricted share awards and performance share awards made during the fiscal years ended
2017
,
2016
and
2015
, excluding the effect of forfeitures. See Note 17 in our consolidated financial statements for a discussion of the assumptions used in computing the grant date fair value of stock based compensation awards. The amount included with respect to the performance share awards granted in 2017 reflects the grant date fair value assuming target level of performance. If the maximum level of performance had been assumed, the grant date value of the performance share awards granted in 2017 would have been: (i)
$1,115,633
for Mr. Noonan, (ii)
$743,755
for Mr. Sangster, (iii)
$1,111,201
for Mr. Driscoll, (iv)
$686,884
for Mr. Kuzloski and (v)
$1,006,270
for Mr. Bilsby.
|
(c)
|
Includes housing allowance (
$246,000
), housing tax gross up (
$203,385
), personal use of a corporate aircraft chartered by the Company for travel from the U.S. to the Company’s headquarters in Bermuda (
$500,080
), payments in lieu of defined contribution plan contributions (
$98,562
), payroll tax benefit (
$74,000
), medical, life and accidental death and dismemberment insurance (
$23,713
), club dues (
$15,000
), car allowance (
$10,800
), social insurance and tax preparation services. The Company calculates its incremental costs for Mr. Noonan’s personal use of chartered corporate aircraft for commuting purposes based on the number of passengers on such flight.
|
(d)
|
Includes defined contribution plan contributions and allocations (
$62,500
), payroll tax benefit (
$74,000
), US income tax reimbursement (
$50,789
), school tuition fees (
$40,000
), medical, life and accidental death and dismemberment insurance (
$32,385
), club dues (
$20,000
) and social insurance.
|
(e)
|
Includes housing allowance ($
214,800
), housing tax gross up ($
42,000
), defined contribution plan contributions and allocations ($
62,500
), payroll tax benefit ($
74,000
), medical, life and accidental death and dismemberment insurance (
$34,367
), travel allowance ($
15,000
), club dues ($
15,000
), car allowance, social insurance, tax preparation services and internet access (
$10,730
).
|
(f)
|
Includes housing allowance (
$150,000
), housing tax gross up (
$32,308
), defined contribution plan contributions and allocations (
$55,000
), payroll tax benefit (
$74,000
), travel allowance (
$45,000
), medical, life and accidental death and dismemberment insurance (
$27,226
), club dues (
$15,000
), car allowance, social insurance and tax preparation services (
$15,311
).
|
(g)
|
Mr. Bislby is compensated in pound sterling, which has been converted to US dollars at a year to date average rate of 1.287818.
|
(h)
|
Includes pension contributions (
$86,005
) and medical, life and accidental death and dismemberment insurance.
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards Compensation
(a)
|
|
Estimated Future Payout
Under Equity
Incentive Plan Awards
(b)
|
|
|
|
|
||||||||||||||||||||
Name
|
|
Grant
Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
(# shares)
|
|
Target
(# shares)
|
|
Maximum
(# shares)
|
|
All Other
Stock Awards
(# shares)
|
|
Grant Date
Fair Value of Stock Awards |
||||||||||||
Edward J. Noonan
|
|
March 15, 2018
|
|
$
|
—
|
|
|
$
|
1,478,438
|
|
|
$
|
2,956,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
June 1, 2017
|
|
|
|
|
|
|
|
|
|
—
|
|
|
11,938
|
|
|
20,892
|
|
|
|
|
|
$
|
637,500
|
|
||||
|
|
June 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,938
|
|
|
637,500
|
|
|||||
Jeffrey D. Sangster
|
|
March 15, 2018
|
|
—
|
|
|
937,500
|
|
|
1,875,000
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
June 1, 2017
|
|
|
|
|
|
|
|
—
|
|
|
7,959
|
|
|
13,928
|
|
|
|
|
425,000
|
|
||||||||
|
|
June 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,959
|
|
|
425,000
|
|
||||||||||
Kean D. Driscoll
|
|
March 15, 2018
|
|
—
|
|
|
937,500
|
|
|
1,875,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
June 1, 2017
|
|
|
|
|
|
|
|
|
|
—
|
|
|
11,891
|
|
|
20,809
|
|
|
|
|
|
635,000
|
|
|||||
|
|
June 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,891
|
|
|
635,000
|
|
|||||
Robert F. Kuzloski
|
|
March 15, 2018
|
|
—
|
|
|
825,000
|
|
|
1,650,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
June 1, 2017
|
|
|
|
|
|
|
|
|
|
—
|
|
|
7,350
|
|
|
12,863
|
|
|
|
|
392,500
|
|
||||||
|
|
June 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,350
|
|
|
392,500
|
|
||||||||||
Peter A. Bilsby
|
|
March 15, 2018
|
|
—
|
|
|
850,500
|
|
|
1,701,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
June 1, 2017
|
|
|
|
|
|
|
|
|
|
—
|
|
|
10,768
|
|
|
18,844
|
|
|
|
|
575,000
|
|
||||||
|
|
June 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,768
|
|
|
575,000
|
|
(a)
|
For metrics used in the determination of non-equity compensation, see Compensation Discussion and Analysis “Variable Components of Compensation - Annual Incentive Compensation.”
|
(b)
|
For a description of the metrics used to determine the minimum, target and maximum shares issuable at the end of the applicable performance period, see Compensation Discussion and Analysis - “Variable Components of Compensation - Long-Term Incentive Compensation.”
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||
Name
|
|
Number of
Securities
Underlying
Exercisable
Options
|
|
Number of
Securities
Underlying
Unexercisable
Options
|
|
Option
Exercise
Price
|
|
Option
Expiration
Date
|
|
Number of
Unvested
Restricted
Shares (a)
|
|
Market Value
of Unvested
Restricted
Shares (b)
|
|
Number of
Unearned and Unvested
Performance Shares (c)
|
|
Market or
Payout Value of Unearned and
Unvested Performance Shares (b)
|
||||||||||
Edward J. Noonan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,305
|
|
(d)
|
$
|
1,093,471
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,270
|
|
(e)
|
481,868
|
|
|
15,404
|
|
(h)
|
722,756
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,938
|
|
(f)
|
560,131
|
|
|
11,938
|
|
(i)
|
560,131
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,590
|
|
(g)
|
2,561,363
|
|
|
—
|
|
|
—
|
|
||
Jeffrey D. Sangster
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,071
|
|
(d)
|
707,131
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,641
|
|
(e)
|
311,596
|
|
|
9,961
|
|
(h)
|
467,370
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,959
|
|
(f)
|
373,436
|
|
|
7,959
|
|
(i)
|
373,436
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,616
|
|
(g)
|
1,624,183
|
|
|
—
|
|
|
—
|
|
||
Kean D. Driscoll
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,839
|
|
(d)
|
1,071,606
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,064
|
|
(e)
|
472,203
|
|
|
15,096
|
|
(h)
|
708,304
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,891
|
|
(f)
|
557,926
|
|
|
11,891
|
|
(i)
|
557,926
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,616
|
|
(g)
|
1,624,183
|
|
|
—
|
|
|
—
|
|
||
Robert F. Kuzloski
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,019
|
|
(e)
|
798,531
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,350
|
|
(f)
|
344,862
|
|
|
9,448
|
|
(h)
|
443,300
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,632
|
|
(g)
|
1,390,333
|
|
|
7,350
|
|
(i)
|
344,862
|
|
||
Peter A. Bilsby
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,332
|
|
(d)
|
484,777
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,873
|
|
(e)
|
369,401
|
|
|
11,809
|
|
(h)
|
554,078
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,768
|
|
(f)
|
505,235
|
|
|
10,768
|
|
(i)
|
505,235
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,918
|
|
(g)
|
1,262,993
|
|
|
—
|
|
|
—
|
|
(a)
|
Includes earned but unvested
2015
Performance Shares.
|
(b)
|
Based on the closing price of the Company’s common stock on
December 29, 2017
of
$46.92
.
|
(c)
|
These performance-based awards vest upon the achievement of established performance criteria during an applicable three-year period, see “Executive Compensation - Variable Components of Compensation - Long-Term Incentive Compensation.”
|
(d)
|
Time-based restricted shares with
one
remaining vesting date, vesting 100% on
June 1, 2018
.
|
(e)
|
Time-based restricted shares with
two
remaining vesting dates, vesting 50% on each of
June 1, 2018
and
June 1, 2019
.
|
(f)
|
Time-based restricted shares with
three
remaining vesting dates, vesting 33% on each of
June 1, 2018
,
June 1, 2019
and
June 1, 2020
.
|
(g)
|
Time-based restricted shares cliff vesting on
June 1, 2018
.
|
(h)
|
Performance-based restricted shares based on the Company’s results to date, vesting on
June 1, 2019
.
|
(i)
|
Performance-based restricted shares based on the Company’s results to date, vesting on
June 1, 2020
.
|
|
|
Vested Stock Awards
|
|
Options Exercised
|
|||||||||||||||
Name
|
|
Vest Date
|
|
Number of
Vested
Stock Awards
|
|
Value of Vested
Stock Awards
(a)
|
|
Exercise
Date
|
|
Number of
Shares Acquired on Exercise
|
|
Value Realized on Exercise
|
|||||||
Edward J. Noonan
|
|
June 1, 2017
|
|
29,712
|
|
|
$
|
1,597,614
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Jeffrey D. Sangster
|
|
June 1, 2017
|
|
19,214
|
|
|
1,033,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Kean D. Driscoll
|
|
June 1, 2017
|
|
29,119
|
|
|
1,565,729
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Robert F. Kuzloski
|
|
June 1, 2017
|
|
26,588
|
|
|
1,429,637
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Peter A. Bilsby
|
|
June 1, 2017
|
|
19,216
|
|
|
1,033,244
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
Based on the Company’s
closing share price on June 1,
2017
of
$53.77
.
|
Name
|
|
Executive
Contributions
in Last FY
|
|
Registrant
Contributions
in Last FY
|
|
Aggregate
Earnings
in Last FY
|
|
Aggregate
Withdrawals/
Distributions
|
|
Aggregate
Balance at
Last FYE
|
||||||||||
Edward J. Noonan
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Jeffrey D. Sangster
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Kean D. Driscoll
|
|
—
|
|
|
—
|
|
|
2,858
|
|
|
(24,427
|
)
|
|
—
|
|
|||||
Robert F. Kuzloski
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Peter A. Bilsby
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Event and Executive
|
|
Salary
|
|
Vesting in
stock awards
and
options
(a)
|
|
Non-Equity
Incentive
Plan
compensation
|
|
All other
compensation
|
|
Total
|
||||||||||
Edward J. Noonan
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Resignation with good reason, termination without cause
|
|
$
|
985,625
|
|
|
$
|
5,979,719
|
|
|
$
|
1,478,438
|
|
|
$
|
1,179,005
|
|
|
$
|
9,622,787
|
|
Resignation without good reason
|
|
985,625
|
|
|
—
|
|
|
—
|
|
|
1,179,005
|
|
|
2,164,630
|
|
|||||
Termination as a result of permanent disability or death
|
|
—
|
|
|
5,979,719
|
|
|
1,478,438
|
|
|
—
|
|
|
7,458,157
|
|
|||||
Termination with cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Resignation with good reason, termination without cause, and change in control of the Company
|
|
1,971,250
|
|
|
5,979,719
|
|
|
2,956,875
|
|
|
293,426
|
|
|
11,201,270
|
|
|||||
Jeffrey D. Sangster
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Resignation with good reason, termination without cause
|
|
625,000
|
|
|
3,857,152
|
|
|
937,500
|
|
|
285,261
|
|
|
5,704,913
|
|
|||||
Resignation without good reason
|
|
625,000
|
|
|
—
|
|
|
—
|
|
|
285,261
|
|
|
910,261
|
|
|||||
Termination as a result of permanent disability or death
|
|
312,500
|
|
|
3,857,152
|
|
|
937,500
|
|
|
142,631
|
|
|
5,249,783
|
|
|||||
Termination with cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Resignation with good reason, termination without cause, and change in control of the Company
|
|
1,250,000
|
|
|
3,857,152
|
|
|
1,875,000
|
|
|
245,000
|
|
|
7,227,152
|
|
|||||
Kean D. Driscoll
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Resignation with good reason, termination without cause
|
|
625,000
|
|
|
4,992,147
|
|
|
937,500
|
|
|
468,397
|
|
|
7,023,044
|
|
|||||
Resignation without good reason
|
|
625,000
|
|
|
—
|
|
|
—
|
|
|
468,397
|
|
|
1,093,397
|
|
|||||
Termination as a result of permanent disability or death
|
|
312,500
|
|
|
4,992,147
|
|
|
937,500
|
|
|
234,199
|
|
|
6,476,346
|
|
|||||
Termination with cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Resignation with good reason, termination without cause, and change in control of the Company
|
|
1,250,000
|
|
|
4,992,147
|
|
|
1,875,000
|
|
|
418,400
|
|
|
8,535,547
|
|
|||||
Robert F. Kuzloski
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Resignation with good reason, termination without cause
|
|
550,000
|
|
|
3,321,889
|
|
|
825,000
|
|
|
413,845
|
|
|
5,110,734
|
|
|||||
Resignation without good reason
|
|
550,000
|
|
|
—
|
|
|
—
|
|
|
413,845
|
|
|
963,845
|
|
|||||
Termination as a result of permanent disability or death
|
|
275,000
|
|
|
3,321,889
|
|
|
825,000
|
|
|
206,923
|
|
|
4,628,812
|
|
|||||
Termination with cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Resignation with good reason, termination without cause, and change in control of the Company
|
|
1,100,000
|
|
|
3,321,889
|
|
|
1,650,000
|
|
|
362,308
|
|
|
6,434,197
|
|
|||||
Peter A. Bilsby
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Resignation with good reason, termination without cause
|
|
593,604
|
|
|
3,681,719
|
|
|
890,406
|
|
|
96,059
|
|
|
5,261,788
|
|
|||||
Resignation without good reason
|
|
593,604
|
|
|
—
|
|
|
—
|
|
|
96,059
|
|
|
689,663
|
|
|||||
Termination as a result of permanent disability or death
|
|
296,802
|
|
|
3,681,719
|
|
|
890,406
|
|
|
96,059
|
|
|
4,964,986
|
|
|||||
Termination with cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Resignation with good reason, termination without cause, and change in control of the Company
|
|
1,187,208
|
|
|
3,681,719
|
|
|
1,780,812
|
|
|
118,721
|
|
|
6,768,460
|
|
(a)
|
Based on the closing price of the Company’s common stock on
December 29, 2017
of
$46.92
.
|
•
|
Base salary;
|
•
|
Annual incentive payment received for performance in fiscal year 2017; and
|
•
|
Long-term incentive compensation granted in fiscal year 2017.
|
•
|
each person known by us to beneficially own more than 5% of our outstanding common shares;
|
•
|
each of our directors;
|
•
|
each of our named executive officers; and
|
•
|
all of our directors and executive officers as a group.
|
Beneficial owner
(a)(b)(c)
|
|
|
|
Common shares
|
|
Unvested restricted
shares
|
|
Total common
shares and common
share equivalents
|
|
Total
beneficial
ownership
(%)
(d)
|
||||
Funds affiliated with or managed by The Vanguard Group
|
|
(e)
|
|
6,416,430
|
|
|
—
|
|
|
6,416,430
|
|
|
8.09
|
%
|
Funds affiliated with or managed by Capital World Investors (U.S.)
|
|
(f)
|
|
4,656,948
|
|
|
—
|
|
|
4,656,948
|
|
|
5.87
|
%
|
Funds affiliated with or managed by Boston Partners
|
|
(g)
|
|
4,341,599
|
|
|
—
|
|
|
4,341,599
|
|
|
5.47
|
%
|
Edward J. Noonan
|
|
(h)
|
|
1,129,100
|
|
|
82,624
|
|
|
1,211,724
|
|
|
1.42
|
%
|
Jeffrey D. Sangster
|
|
(h)
|
|
136,206
|
|
|
52,984
|
|
|
189,190
|
|
|
0.17
|
%
|
Kean D. Driscoll
|
|
(h)
|
|
27,952
|
|
|
62,281
|
|
|
90,233
|
|
|
0.04
|
%
|
Robert F. Kuzloski
|
|
(h)
|
|
68,388
|
|
|
54,001
|
|
|
122,389
|
|
|
0.09
|
%
|
Peter A. Bilsby
|
|
(h)
|
|
29,324
|
|
|
51,463
|
|
|
80,787
|
|
|
0.04
|
%
|
John J. Hendrickson
|
|
|
|
60,000
|
|
|
54,135
|
|
|
114,135
|
|
|
0.08
|
%
|
Michael E.A. Carpenter
|
|
|
|
225,905
|
|
|
—
|
|
|
225,905
|
|
|
0.28
|
%
|
Matthew J. Grayson
|
|
|
|
51,393
|
|
|
—
|
|
|
51,393
|
|
|
0.06
|
%
|
Jeffrey W. Greenberg
|
|
|
|
3,027
|
|
|
—
|
|
|
3,027
|
|
|
—
|
%
|
Jean-Marie Nessi
|
|
|
|
1,873
|
|
|
—
|
|
|
1,873
|
|
|
—
|
%
|
Mandakini Puri
|
|
|
|
6,756
|
|
|
—
|
|
|
6,756
|
|
|
0.01
|
%
|
Gail Ross
|
|
|
|
2,900
|
|
|
—
|
|
|
2,900
|
|
|
—
|
%
|
Dr. Therese M. Vaughan
|
|
|
|
6,756
|
|
|
—
|
|
|
6,756
|
|
|
0.01
|
%
|
Mahmoud Abdallah
|
|
|
|
6,756
|
|
|
—
|
|
|
6,756
|
|
|
0.01
|
%
|
Christopher E. Watson
|
|
|
|
1,822
|
|
|
—
|
|
|
1,822
|
|
|
—
|
%
|
Karin Hirtler-Garvey
|
|
|
|
2,994
|
|
|
—
|
|
|
2,994
|
|
|
—
|
%
|
Directors and Executive Officers as a group (22 persons)
|
|
|
|
1,896,567
|
|
|
553,337
|
|
|
2,449,904
|
|
|
2.39
|
%
|
Shares held by other persons owning less than 5%
|
|
|
|
62,017,484
|
|
|
1,622,483
|
|
|
63,639,967
|
|
|
78.18
|
%
|
Total
|
|
(i)
|
|
79,329,028
|
|
|
2,175,820
|
|
|
81,504,848
|
|
|
100.00
|
%
|
(a)
|
All holdings in this beneficial ownership table have been rounded to the nearest whole share.
|
(b)
|
Except as otherwise provided in these footnotes, excludes shares as to which beneficial ownership is disclaimed.
|
(c)
|
The addresses of each beneficial owner are as follows: Funds affiliated with or managed by The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355; funds affiliated with or managed by Capital World Investors (U.S.), 333 South Hope Street, 55th Floor, Los Angeles, CA 90071; and funds affiliated with or managed by Boston Partners, 909 3rd Avenue, New York, NY 10022. The address of each other beneficial owner listed is c/o Validus Holdings, Ltd., 29 Richmond Road, Pembroke HM08 Bermuda.
|
(d)
|
The percentage of beneficial ownership for all holders has been rounded to the nearest 1/10th of a percentage. Total beneficial ownership is determined in accordance with the rules of the SEC and includes common shares issuable within 60 days of
March 26, 2018
upon the exercise of all options and other rights beneficially owned by the indicated person on that date. Under our Bye-laws, if, and for so long as, the common shares of a shareholder, including any votes conferred by “controlled shares” would otherwise represent more than
9.09%
of the aggregate voting power of all common shares entitled to vote on a matter, including an election of directors, the votes conferred by such shares will be reduced by whatever amount is necessary such that, after giving effect to any such reduction (and any other reductions in voting power required by our Bye-laws), the votes conferred by such shares represent
9.09%
of the aggregate voting power of all common shares entitled to vote on such matter.
|
(e)
|
As set forth in Amendment No. 4 to Schedule 13G filed on February 8, 2018.
|
(f)
|
As set forth in Form 13G filed on February 14, 2018.
|
(g)
|
As set forth in Form 13G filed on February 13, 2018.
|
(h)
|
Unvested restricted shares held by our named executive officers accumulate dividends and may be voted.
|
(i)
|
Total common shares and common share equivalents include
108,101
unvested restricted share units, which are not entitled to vote.
|
|
|
|
|
|
Audit Committee
|
|
|
Michael E.A. Carpenter (Chairman)
Matthew J. Grayson
Karin Hirtler-Garvey Gail Ross Dr. Therese M. Vaughan
|
|
2017
|
|
2016
|
||||
Audit fees
(a)
|
$
|
5,711,762
|
|
|
$
|
6,146,065
|
|
Audit related fees
(b)
|
530,436
|
|
|
185,820
|
|
||
Tax fees
(c)
|
51,025
|
|
|
418,201
|
|
||
All other fees
(d)
|
15,020
|
|
|
15,020
|
|
||
Total
|
6,308,243
|
|
|
6,765,106
|
|
(a)
|
Such audit fees are for professional services rendered primarily in connection with the audit and quarterly review of the consolidated financial statements and other attestation services that comprised the audits for insurance statutory and regulatory purposes in the various jurisdictions in which the Company operates and the provision of certain opinions relating to the Company’s filings with the SEC.
|
(b)
|
T
hese fees are comprised of audit fees in connection with technical accounting considerations and other related fees.
|
(c)
|
These fees are related to professional services rendered for various corporate and other taxation issues.
|
(d)
|
These fees are related to services provided in connection with human resource related services and other technical accounting guidance.
|
(a)
|
Financial Statements and Financial Statement Schedules: See Original Form 10-K.
|
(b)
|
The exhibits numbers followed by an asterisk (*) indicate exhibits physically filed with this Amendment to Annual Report on Form 10-K. All other exhibit numbers indicate exhibits filed by incorporation by reference.
|
Exhibit Number
|
|
Description of Document
|
2.1
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
|
|
|
|
4.15
|
|
|
|
|
|
4.16
|
|
|
|
|
|
4.17
|
|
|
|
|
|
4.18
|
|
|
|
|
|
4.19
|
|
|
|
|
|
4.20
|
|
|
|
|
|
4.21
|
|
|
|
|
|
4.22
|
|
|
|
|
|
4.23
|
|
|
|
|
|
4.24
|
|
|
|
|
|
4.25
|
|
|
|
|
|
4.26
|
|
|
|
|
|
4.27
|
|
|
|
|
|
4.28
|
|
|
|
|
|
4.29
|
|
|
|
|
|
4.30
|
|
|
|
|
|
4.31
|
|
|
|
|
|
4.32
|
|
|
|
|
|
4.33
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.3.1
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.4.1
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.5.1
|
|
|
|
|
|
10.5.2
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.6.1
|
|
|
|
|
|
10.6.2
|
|
|
|
|
|
10.6.3
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.8.1
|
|
|
|
|
|
10.8.2
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.9.1
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.10.1
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.11.1
|
|
|
|
|
|
10.11.2
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.12.1
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
12
|
|
|
|
|
|
21
|
|
|
|
|
|
23
|
|
|
|
|
|
24
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
31.3
|
*
|
|
|
|
|
31.4
|
*
|
|
|
|
|
32
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document (Incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2018)
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (Incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2018)
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (Incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2018)
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (Incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2018)
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (Incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2018)
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (Incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2018)
|
|
Validus Holdings, Ltd.
|
||
|
|
|
|
|
By:
|
/s/ EDWARD J. NOONAN
|
|
|
|
Name:
|
Edward J. Noonan
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
|
By:
|
/s/ JEFFREY D. SANGSTER
|
|
|
|
Name:
|
Jeffrey D. Sangster
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
1 Year Validus Holdings, Ltd. (delisted) Chart |
1 Month Validus Holdings, Ltd. (delisted) Chart |
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