W. R. Berkley (WRB) Proxy filing summary

Executive summary

• Delivered strong financial results in 2025, including a 21.2% return on equity and 26.7% growth in book value per share before dividends and share repurchases, marking the fourth consecutive year with ROE above 20%.

• Achieved record pre-tax underwriting income, net investment income, and net income, supported by robust operating cash flow and prudent capital management.

• Board composition was refreshed to enhance expertise in technology, analytics, governance, and human capital management, with 44.4% of non-management directors refreshed in the last five years.

• Compensation programs are highly performance-based, with 93% of CEO and 84% of other NEO compensation at risk and aligned with long-term shareholder value creation.

• Sustainability initiatives are structured around Human Capital & Community, Climate Risk Management, and Responsibility & Transparency, with regular board oversight.

Voting matters and shareholder proposals

• Shareholders are to vote on: (1) election of five directors, (2) non-binding advisory vote on executive compensation (say-on-pay), and (3) ratification of KPMG LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 directors, 8 of whom are independent, with a mix of tenures and diverse backgrounds.

• Separate roles for Executive Chairman and CEO; co-lead independent directors alternate as chairs of executive sessions.

• Annual board and committee self-evaluations, robust director onboarding, and ongoing board refreshment.

• Directors and executive officers collectively own 25.1% of outstanding stock as of April 9, 2026.