ARCH CAPITAL GROUP LTD (ACGL)
Sector: Financials
2026 Annual Meeting Analysis
ARCH CAPITAL GROUP LTD · Meeting: May 5, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Ebong has served since August 2021 (within the strong-positive TSR tier where the underperformance gap of -6.4pp vs. peer median is far below the 65pp trigger threshold), passes the overboarding check with fewer than 4 public board seats, attended 75%+ of meetings, and brings relevant technology and operational expertise.
Mallesch has served since August 2021, the 3-year TSR underperformance gap of -6.4pp vs. the peer median is far below the 65pp trigger threshold for strong-positive TSR, she passes overboarding and attendance checks, and she qualifies as an audit committee financial expert as a CPA with extensive insurance CFO experience.
Posner has served since November 2010, the 3-year TSR underperformance gap of -6.4pp vs. the peer median is far below the 65pp trigger threshold for strong-positive TSR, he holds fewer than 4 public board seats (current public board: Dyne Therapeutics plus ACGL), attended 75%+ of meetings, and brings strong financial and investment management expertise.
All three Class I director nominees pass the TSR trigger check — ACGL's 3-year return of +46% is strongly positive and the -6.4pp gap vs. the compensation peer group median is well below the 65pp threshold required to trigger a negative vote. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Nicolas Papadopoulo
Total Comp
$14,626,320
Prior Support
84.7%%
CEO total pay of $14.6 million is within a reasonable range for a $33.8 billion market cap specialty insurer and reinsurer CEO, and prior Say on Pay support of 84.7% is above the 70% threshold that would require a response. The pay mix is strongly performance-oriented — 77% of the CEO's target compensation is performance-based, well above the 50-60% policy minimum, with 68% in long-term equity awards tied to multi-year tangible book value growth and a relative TSR modifier. Incentive pay is backed by genuine performance conditions: the 2023-2025 performance stock award cycle paid out at 200% because tangible book value per share grew 33.65% over three years against an 11% annual target, and the company delivered a 17.1% operating return on equity in 2025, directly supporting the above-target annual cash bonus payouts.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$11,710,721
Non-Audit Fees
$2,129,903
Non-audit fees (tax fees of $1,611,742 plus other fees of $26,359 plus audit-related fees of $491,862 = $2,129,963) represent approximately 18% of audit fees ($11,710,721), which is well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy filing, so the tenure trigger cannot fire per policy. PricewaterhouseCoopers is a Big 4 firm fully appropriate for a $33.8 billion market cap company.
Actual Vote Results
Meeting held May 5, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Alan Tiernan | 100.0% | 298.4M | 91,391 | ✓ Elected |
| David J. Mulholland | 100.0% | 298.4M | 92,191 | ✓ Elected |
| Crystal Doughty | 99.9% | 298.4M | 92,893 | ✓ Elected |
| Matthew Dragonetti | 99.9% | 298.4M | 91,814 | ✓ Elected |
| Seamus Fearon | 99.9% | 298.4M | 75,807 | ✓ Elected |
| Christine Todd | 99.9% | 298.4M | 96,989 | ✓ Elected |
| Brian Chen | 99.9% | 298.4M | 90,068 | ✓ Elected |
| Chris Hovey | 99.9% | 298.4M | 104,254 | ✓ Elected |
| William Soares | 99.9% | 298.4M | 116,087 | ✓ Elected |
| Maamoun Rajeh | 99.9% | 298.4M | 76,539 | ✓ Elected |
| Jerome Halgan | 99.9% | 298.4M | 92,088 | ✓ Elected |
| Eileen Mallesch | 97.8% | 292.0M | 83,521 | ✓ Elected |
| François Morin | 96.8% | 289.0M | 79,005 | ✓ Elected |
| Brian S. Posner | 96.5% | 288.3M | 84,034 | ✓ Elected |
| Chiara Nannini | 95.5% | 285.2M | 77,825 | ✓ Elected |
| Francis Ebong | 88.5% | 264.3M | 587,870 | ✓ Elected |
Broker non-votes: 12.7M
Say on Pay
For 280.2M · Against 17.7M · Abstain 713,874
Auditor Ratification
For 292.8M · Against 18.4M · Abstain 58,911
Overall Assessment
The 2026 Arch Capital annual meeting ballot contains four proposals: election of three Class I directors, an advisory vote on executive pay, appointment of PricewaterhouseCoopers as auditor, and election of subsidiary directors. All proposals warrant a FOR vote — the director nominees pass TSR, overboarding and qualifications screens; PwC's non-audit fee ratio is well within policy limits; and the executive compensation program is strongly performance-based with genuine multi-year metrics that produced payouts consistent with exceptional financial results.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing