AXIS CAPITAL HOLDINGS LTDAXS
AXIS CAPITAL HOLDINGS LTD Stock Compensation Disclosure
SHARE-BASED COMPENSATION
In May 2017, shareholders approved the establishment of the AXIS Capital Holdings Limited 2017 Long-Term Equity Compensation Plan (the "2017 Plan"). The 2017 Plan provides for, among other things, the issuance of restricted shares, restricted stock units (share-settled awards and cash-settled awards), performance units (share-settled awards and cash-settled
awards), stock options, stock appreciation rights and other equity-based awards to the Company's employees and directors.
The 2017 Plan authorizes the issuance of a total of 3,400,000 common shares. On May 7, 2021, at the Annual General Meeting of Shareholders of the Company, the Company’s shareholders approved an amendment to the Company’s 2017 Plan to increase by 1,600,000 the number of common shares authorized for issuance under the Plan. On May 4, 2023, at the Annual General Meeting of Shareholders of the Company, the Company’s shareholders approved an amendment to the Company’s 2017 Plan to increase by 1,125,000 the number of common shares authorized for issuance under the Plan.
At December 31, 2025, 2,129,781 equity-based awards remained available for grant pursuant to the 2017 Plan.
Restricted Stock Units - Share-Settled
The grant date fair value of share-settled restricted stock units granted pursuant to the 2017 Plan is established at the fair market value of the Company's common shares at the date of grant. These awards either cliff vest at the end of a three-year period, vest in accordance with a three-year graded vesting schedule in three annual installments beginning on the grant date, or vest in accordance with a four-year graded vesting schedule in four annual installments beginning on the grant date.
Performance Restricted Stock Units - Share-Settled
Performance restricted stock units granted pursuant to the 2017 Plan represent the right to receive a specified number of common shares in the future, based on the achievement of established performance criteria and continued service during the applicable performance period.
The grant date fair value of performance restricted stock units granted in 2021 and subsequent years with a market condition were measured on the grant date using a Monte Carlo simulation model. The grant date fair value of performance restricted stock units granted in 2024 and subsequent years with a performance condition was determined based on the closing price of the Company's common shares on the grant date.
Awards granted pursuant to the 2017 Plan generally cliff vest at the end of a three-year period. Compensation expense is recognized on a straight-line basis over the applicable requisite service period.
Acceleration Provisions
Grants provided under the 2017 Plan generally allow for accelerated vesting provisions on the employee’s death, permanent disability, or certain terminations following a change in control of the Company occurring within two years of the change in control event. Notwithstanding these vesting provisions, the Compensation Committee of the Company's Board of Directors has broad authority to accelerate vesting at its discretion.
Retirement Plan
In 2016, the Company established the AXIS Executive Restricted Stock Unit Retirement Plan (the "Plan") to reward certain eligible long-term employees of the Company for their dedicated service. The Plan was implemented in 2017. Subject to certain conditions being met, eligible employees do not forfeit their outstanding restricted stock units or performance restricted stock units on or following their retirement. Absent the Plan, outstanding restricted stock units are generally forfeited on termination of employment.
a) Performance Restricted Stock Units
Performance Restricted Stock Units granted in with a market condition
Certain share-settled performance restricted stock units include a market condition which is the Company’s total shareholder return relative to its peer group ("Relative TSR") over the performance period. Relative TSR is calculated in accordance with the terms of the applicable award agreement. If performance goals are achieved, these awards will cliff vest at the end of a three-year performance period within a range of 0% to 200% of target.
Performance Restricted Stock Units granted with a performance condition
Certain share-settled performance restricted stock units include a performance condition which is the Company’s average annual growth in book value per diluted common share, plus accumulated dividends over the performance period, adjusted to exclude unrealized investment gains (losses) recognized in accumulated other comprehensive income (loss), and share repurchases during the performance period ("Adjusted DBVPS"). Adjusted DBVPS is calculated in accordance with the terms of the applicable award agreement. If performance goals are achieved, these awards will cliff vest at the end of a three-year performance period within a range of 0% to 200% of target.
Performance Restricted Stock Units granted in the three months ended March 31, 2023 in relation to senior leadership transition
Share-settled performance restricted stock units granted in the three months ended March 31, 2023 to one senior leader include a market condition which is the Company’s total shareholder return relative to its peer group ("Relative TSR") over the performance period. Relative TSR is calculated in accordance with the terms of the applicable award agreement. If performance goals are achieved, 50% of these awards will vest at the end of a one-year performance period, and the remaining 50% of these awards will vest at the end of a three-year vest period within a range of 0% to 200% of target.
Performance Restricted Stock Units granted in the three months ended June 30, 2023 in relation to senior leadership transition
Share-settled performance restricted stock units granted in the three months ended June 30, 2023 to one senior leader include a market condition which is the Company’s total shareholder return compound annual growth rate ("TSR CAGR") over the performance period. TSR CAGR is calculated in accordance with the terms of the applicable award agreement. If performance goals are achieved, these awards will cliff vest at the end of a three-year performance period within a range of 0% to 200% of target.
Valuation assumptions
Performance Restricted Stock Units granted with a market condition
The fair values of these performance restricted stock units were measured on the grant date using a Monte Carlo simulation model.
The following table provides details of the significant inputs used in the Monte Carlo simulation model:
| Year ended December 31, | 2025 | 2024 | 2023 (1) | 2023 (2) | 2023 (3) | |||||||||||||||
| Expected volatility | 25.30% | 26.00% | 36.24% | 29.30% | 30.05% | |||||||||||||||
| Expected term (in years) | 3.0 | 3.0 | 3.0 | 1.0 | 3.0 | |||||||||||||||
| Expected dividend yield | n/a | n/a | n/a | n/a | n/a | |||||||||||||||
| Risk-free interest rate | 4.16% | 4.06% | 3.79% | 4.61% | 3.39% | |||||||||||||||
n/a - not applicable
(1) Performance restricted stock units granted in the ordinary course of business
(2) Performance restricted stock units granted in the three months ended March 31, 2023 in relation to senior leadership transition
(3) Performance restricted stock units granted in the three months ended June 30, 2023 in relation to senior leadership transition
Beginning share price, Ending share price and Expected term
Performance restricted stock units granted in 2025 and 2024
The beginning share price for awards was based on the average closing share price over the 30 trading days preceding and including the start of the performance period. The ending share price was based on the average projected closing share price over the 30 trading days preceding and including the end of the performance period. Performance for awards granted in 2025 is measured from January 1, 2025 to December 31, 2027, and performance for awards granted in 2024 is measured from January 1, 2024 to December 31, 2026.
Performance restricted stock units granted in 2023, and performance restricted stock units granted in the three months ended March 31, 2023 in relation to senior leadership transition
The beginning share price for awards was based on the average closing share price over the 10 trading days preceding and including the start of the performance period. The ending share price was based on the projected average closing share price over the 10 trading days preceding and including the end of the performance period. Performance for awards granted in 2023 is generally measured from January 1, 2023 to December 31, 2025, with performance for awards granted to one senior leader being measured from January 1, 2023 to December 31, 2023.
Performance restricted stock units granted in the three months ended June 30, 2023 in relation to senior leadership transition
The beginning share price for awards was based on the average closing share price over the 30 trading days preceding and including the start of the performance period. The ending share price of the awards was based on the average closing share price over the 30 trading days preceding and including the end of the performance period. Performance for awards is being measured from May 4, 2023 to May 4, 2026.
Expected volatility
The expected volatility was estimated based on the Company's historical share price volatility.
Expected dividend yield
The expected dividend yield is not applicable to the performance restricted stock units as dividends are paid at the end of the vesting period and do not affect the value of the performance restricted stock units.
Risk-free interest rate
The risk-free rate was estimated based on the yield on a U.S. treasury zero-coupon bond issued with a remaining term equal to the vesting period of the performance restricted stock units.
Compensation expense associated with performance restricted stock units is determined on the grant date based on the fair value calculated by the Monte Carlo simulation model and is recognized on a straight-line basis over the requisite service period. During the three months ended March 31, 2023, the transition in our senior leadership resulted in a modification of the previously existing vesting terms of the outstanding restricted stock units and performance restricted stock units granted in 2022 and earlier of one senior leader, and a modification of the performance period of that leader's performance restricted stock units granted in 2022. The modifications did not result in incremental compensation expense.
Performance Restricted Stock Units granted with a performance condition
The fair value of performance restricted stock units is determined based on the closing price of the Company's common shares on the grant date, and compensation expense is recognized on a straight-line basis over the requisite service period, and is subject to periodic adjustment based on the achievement of established performance criteria during the performance period.
b) Share-Settled Awards
The following table provides an activity summary of the Company's share-settled restricted stock units:
| Share-Settled Performance Restricted Stock Units | Share-Settled Service Restricted Stock Units | ||||||||||||||||||||||||||||
| Number of restricted stock units | Weighted average grant date fair value | Number of restricted stock units | Weighted average grant date fair value | ||||||||||||||||||||||||||
Nonvested restricted stock units - December 31, 2023 | 144 | $ | 65.69 | 1,855 | $ | 55.21 | |||||||||||||||||||||||
| Granted | 104 | 65.77 | 748 | 60.50 | |||||||||||||||||||||||||
| Vested | — | — | (759) | 54.65 | |||||||||||||||||||||||||
| Forfeited | (1) | 65.78 | (202) | 56.66 | |||||||||||||||||||||||||
Nonvested restricted stock units - December 31, 2024 | 247 | 65.73 | 1,642 | 57.73 | |||||||||||||||||||||||||
| Granted | 89 | 98.22 | 625 | 91.01 | |||||||||||||||||||||||||
Performance adjustment (1) | 55 | 68.63 | — | — | |||||||||||||||||||||||||
| Vested | (115) | 68.63 | (653) | 57.00 | |||||||||||||||||||||||||
| Forfeited | (5) | 86.55 | (147) | 67.73 | |||||||||||||||||||||||||
Nonvested restricted stock units - December 31, 2025 | 271 | $ | 75.43 | 1,467 | $ | 71.25 | |||||||||||||||||||||||
(1) The performance adjustment represents the difference between the number of performance restricted stock units granted and earned following the three-year performance period that ended in 2024. The performance restricted stock units were granted at the target level of achievement.
The following table provides additional information related to share-based compensation:
| Year ended December 31, | 2025 | 2024 | 2023 | ||||||||||||||||||||
Share-based compensation expense | $ | 45,222 | $ | 42,713 | $ | 57,729 | |||||||||||||||||
| Tax benefits associated with share-based compensation expense | $ | 12,578 | $ | 8,007 | $ | 8,819 | |||||||||||||||||
Fair value of restricted stock units vested (1) | $ | 74,229 | $ | 46,884 | $ | 64,156 | |||||||||||||||||
| Unrecognized share-based compensation expense | $ | 70,971 | $ | 60,192 | $ | 62,416 | |||||||||||||||||
| Expected weighted average period associated with the recognition of unrecognized share-based compensation expense | 2.3 years | 2.4 years | 2.4 years | ||||||||||||||||||||
(1) Fair value is based on the closing price of the Company's common shares on the vest date.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2015 | Feb 25, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.