Contract analysis

ARTICLE I — PURPOSE The Compensation & Human Capital Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company," NYSE: QIHC). The Committee is established pursuant to Section 141(c) of the Delaware General Corporation Law (the "DGCL"), Article III, Section 3.3 of the Company's Amended and Restated Bylaws (as ame

1. To discharge the responsibilities of the Board relating to the compensation of the Company's executive officers and directors, and to ensure that such compensation is consistent with the Company's compensation philosophy, competitive practice, and applicable regulatory requirements;

2. To oversee the Company's overall compensation philosophy, policies, and programs, including the design and administration of the Company's incentive compensation and equity-based plans, and to ensure that such policies and programs are aligned with the long-term interests of the Company's shareholders;

3. To oversee the Company's human capital management strategy, including workforce planning, talent development, diversity, equity and inclusion ("DEI") initiatives, succession planning, and employee engagement, recognizing that the Company's human capital is a critical asset to the success and sustainability of its insurance operations and related businesses;

4. To produce the annual Compensation Committee Report as required by the rules and regulations of the Securities and Exchange Commission (the "SEC") for inclusion in the Company's annual proxy statement or Annual Report on Form 10-K, as applicable;

5. To carry out such other duties and responsibilities as may be delegated to the Committee by the Board from time to time, consistent with this Charter, the Company's Bylaws, applicable law, and the rules of the New York Stock Exchange (the "NYSE"). In fulfilling its purposes, the Committee shall endeavor to maintain free and open communication among itself, the Board, management, and the Company's independent compe

ARTICLE II — COMPOSITION AND MEMBERSHIP

Section 2.1 — Size The Committee shall consist of no fewer than three (3) members of the Board. The Board may, from time to time, increase or decrease the number of members of the Committee, provided that the Committee shall at all times consist of at least three (3) members. The Board shall determine the size of the Committee in its discretion, taking into account the scope of the Committee's responsibilities, the q

Section 2.2 — Independence Requirements Each member of the Committee shall satisfy all of the following independence requirements: (a) Each member shall satisfy the independence requirements of Section 303A of the NYSE Listed Company Manual, including the enhanced independence standards applicable to compensation committee members under Section 303A.05. In affirmatively determining the independence of any director wh

Section 2.3 — Appointment and Removal Members of the Committee shall be appointed annually by the Board upon the recommendation of the Nominating & Corporate Governance Committee at the first Board meeting following the annual meeting of shareholders of the Company, in conformity with Article III, Section 3.4 of the Company's Amended and Restated Bylaws. In making its recommendation, the Nominating & Corporate Govern

Section 2.4 — Chair The Board shall designate one member of the Committee as Chair of the Committee. As of the date of adoption of this Amended and Restated Charter, the Chair of the Committee is Claudia M. Severin. The Chair shall be responsible for presiding at all meetings of the Committee, setting the agenda for each meeting (in consultation with the General Counsel & Corporate Secretary), and reporting the Commi

Section 3.1 — General Authority The Committee shall have full authority to carry out the purposes, duties, and responsibilities set forth in this Charter and as otherwise delegated to the Committee by the Board from time to time. The Committee's authority shall include the authority to take all actions that it deems necessary or appropriate to fulfill its responsibilities, including the authority to adopt rules and p

Section 3.2 — Authority to Retain Advisors The Committee shall have the sole authority to retain, at the Company's expense, and to terminate, any independent compensation consultant, independent legal counsel, or other advisor (collectively, "Committee Advisors") to assist the Committee in the evaluation of CEO compensation, executive officer compensation, and director compensation, or in connection with any other ma

Section 3.3 — Access to Information and Personnel The Committee shall have full and unrestricted access to all books, records, facilities, and personnel of the Company and its subsidiaries as the Committee considers necessary or appropriate to carry out its responsibilities under this Charter. Such access shall include, without limitation, access to the books, records, facilities, and personnel of the following subsi

Section 3.4 — Delegation The Committee may delegate any of its responsibilities to one or more subcommittees, each consisting of one or more members of the Committee, to the extent permitted by applicable law, NYSE rules and listing standards, and the Company's Bylaws. Any subcommittee to which the Committee delegates authority shall report its actions and recommendations to the full Committee at the next regularly s

ARTICLE IV — DUTIES AND RESPONSIBILITIES The following is a list of the principal recurring duties and responsibilities of the Committee. The Committee may, in its discretion, undertake additional activities as it deems appropriate or as may be requested by the Board. The Committee shall have the authority and responsibility to carry out the following:

Section 4.1 — Executive Compensation (a) CEO Compensation. The Committee shall review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer of the Company (currently Margaret A. Calloway), evaluate the CEO's performance in light of those goals and objectives, and, based on such evaluation, set the CEO's compensation level, including base salary, annual incentive compen

Section 4.2 — Incentive Compensation and Equity-Based Plans The Committee shall administer, or oversee the administration of, the Company's incentive compensation plans, equity-based plans, and other compensation plans, including the authority to interpret such plans, establish rules and regulations for their administration, and grant awards thereunder, in accordance with the terms of such plans and applicable law. T

Section 4.3 — Clawback Policy The Committee shall oversee the Company's Policy for Recovery of Erroneously Awarded Compensation (the "Clawback Policy"), which has been adopted in compliance with Rule 10D-1 under the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual. The Committee shall administer the Clawback Policy, including making determinations regarding the recovery of erroneously awarded incent

Section 4.4 — Director Compensation The Committee shall review and recommend to the Board for approval the compensation of non-employee directors of the Company, including cash retainers, committee chair and membership fees, equity-based compensation (including stock awards, stock options, or other equity-based awards), meeting fees (if any), and any other forms of director compensation. The Committee shall periodica

Section 4.5 — Human Capital Management Oversight (a) Workforce Strategy. The Committee shall oversee the Company's human capital management strategy, including workforce planning, organizational design, and headcount management across the Company and its subsidiaries. As of the date of this Charter, the Company and its subsidiaries employ approximately 6,400 employees. The Committee shall review management's strategi

Section 4.6 — Regulatory and Compliance Matters The Committee shall review and discuss compensation-related regulatory developments that may affect the Company, including requirements and guidance of the SEC, the NYSE, and state insurance regulators applicable to the Company's regulated insurance subsidiaries (which are domiciled in the State of Connecticut, the State of Texas, and the State of Ohio, respectively). T

Section 4.7 — Compensation Discussion and Analysis The Committee shall review and discuss with management the Compensation Discussion and Analysis ("CD&A") section of the Company's annual proxy statement. Based on such review and discussion, the Committee shall recommend to the Board that the CD&A be included in the Company's annual proxy statement and/or Annual Report on Form 10-K, as applicable. The Committee shall

Section 4.8 — Say-on-Pay The Committee shall review and consider the results of the most recent advisory vote of shareholders on executive compensation (the "say-on-pay" vote), and shall take such results into account in connection with its compensation decisions and policies. The Committee shall evaluate whether any changes to the Company's compensation programs or policies are warranted in light of the say-on-pay v

ARTICLE V — MEETINGS AND PROCEDURES

Section 5.1 — Frequency The Committee shall meet at least four (4) times per year and more frequently as circumstances require, as determined by the Chair of the Committee. Meetings may be called by the Chair of the Committee, by any two members of the Committee, or by the Chair of the Board. Meetings may be held in person, by telephone conference, by video conference, or by other electronic means of communication th

Section 5.2 — Agenda and Notice The Chair of the Committee shall establish the agenda for each meeting of the Committee in consultation with the General Counsel & Corporate Secretary of the Company (currently Dennis R. Okonkwo) and, as appropriate, with the Chief Human Resources Officer, the Company's independent compensation consultant, and other members of the Committee. Any member of the Committee may request that

Section 5.3 — Quorum and Voting A majority of the members of the Committee then serving shall constitute a quorum for the transaction of business at any meeting of the Committee. Actions of the Committee shall require the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Each member of the Committee shall have one vote. The Committee may act by unanimous written consent

Section 5.4 — Executive Sessions The Committee shall meet in executive session without management present at each regularly scheduled meeting. The purpose of such executive sessions is to provide an opportunity for the Committee to discuss matters freely and candidly, including the performance and compensation of the CEO and other executive officers. The Committee shall also meet periodically in executive session wit

Section 5.5 — Minutes and Reporting The Committee shall maintain minutes or other records of its meetings and actions, which shall be filed with the minutes of the Board of Directors. Minutes shall record the members present, the matters discussed, the actions taken, and the votes cast. The Corporate Secretary or such other person as the Chair may designate shall be responsible for preparing and distributing the minu

Section 5.6 — Attendance by Non-Members The Committee may invite any director, officer, employee, or outside advisor of the Company to attend meetings of the Committee and to provide information, as the Committee deems appropriate. Non-members attending Committee meetings shall not have voting rights and shall not be counted for purposes of determining whether a quorum is present. The Committee may exclude any non-me

ARTICLE VI — ANNUAL SELF-EVALUATION The Committee shall conduct an annual self-evaluation of its own performance, including a review of the Committee's compliance with this Charter. The self-evaluation shall assess the effectiveness of the Committee in fulfilling its responsibilities, the adequacy of the Committee's processes and procedures, and the quality of the Committee's deliberations and decision-making. The re

ARTICLE VII — COORDINATION WITH OTHER COMMITTEES The Committee recognizes that certain of its responsibilities intersect with the responsibilities of other standing committees of the Board. In order to promote effective governance and avoid duplication of effort, the Committee shall coordinate with other committees as follows: Audit Committee. The Committee shall coordinate with the Audit Committee on matters relatin

ARTICLE VIII — LIMITATION OF COMMITTEE'S ROLE While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to set compensation levels or terms that are "correct" in all cases; rather, the Committee's duty is to exercise informed business judgment in fulfilling its responsibilities. The Committee relies on the experience, expertise, and integrity of the Company

ARTICLE IX — AMENDMENT This Charter may be amended or modified at any time by the Board upon the recommendation of the Nominating & Corporate Governance Committee or the Committee. Any proposed amendment to this Charter shall be submitted to the Board for its review and approval at a duly convened meeting of the Board or by unanimous written consent. Any amendment to this Charter shall be subject to applicable NYSE r

ARTICLE X — EFFECTIVE DATE This Amended and Restated Charter was adopted by the Board of Directors of Quorum Insurance Holdings Corp. on December 11, 2025, and supersedes and replaces in its entirety the prior Charter of the Compensation & Human Capital Committee, as originally adopted on February 12, 2016 and last amended on June 14, 2021. All prior versions of the Charter are of no further force or effect as of the