AXIS CAPITAL HOLDINGS LTD 8-K

What Happened

• AXIS Capital Holdings Ltd. announced that on January 27, 2026 its Human Capital and Compensation Committee approved a special equity award with a grant‑date fair value of $3,500,000 to President and CEO Vincent Tizzio.
• The Award is intended to reward exceptional performance and to align CEO pay with long‑term shareholder returns; the committee noted AXIS’s TSR compound annual growth rate of 33.15% from Mr. Tizzio’s appointment in May 2023 through December 31, 2025 (vs. S&P 500 CAGR of 23.38%).

Key Details

• Award approved: January 27, 2026; grant date fair value: $3,500,000.
• Award composition: 60% performance‑based restricted stock units (PSUs) and 40% time‑based restricted stock units (RSUs).
• Performance period for PSUs: January 1, 2026 through December 31, 2028, with payout based on TSR CAGR: below 5% = 0%; 5% = 50% of target; 12% = 100% of target; 19% = 200% of target.
• Committee reviewed peer practices with an independent compensation consultant and determined the award aligns with the company’s pay‑for‑performance philosophy; full award agreement to be filed as an exhibit to the company’s 2025 Form 10‑K.

Why It Matters

• The award ties a meaningful portion of the CEO’s pay to three‑year total shareholder return, signaling management and the board are incentivizing continued stock performance.
• The $3.5M grant and the 60/40 PSU/RSU split are material to executive compensation and will be relevant to investors assessing governance, executive incentives, and potential future share‑based expense disclosures in AXIS’s financial filings.