[slide 1]
Cover Slide
Quorum Insurance Holdings Corp. (NYSE: QIHC)
Comprehensive Governance Overhaul — Board Presentation
December 11, 2025 Regular Board Meeting
Prepared by Calderwood & Harkness LLP
CONFIDENTIAL — Board Materials
[slide 2]
Agenda
I. Background & Triggering Events
II. Engagement Overview & Timeline
III. Committee Charter Overhaul — Key Changes (Five Restated Charters)
IV. New Technology & Cybersecurity Oversight Committee
V. Delegation of Authority Matrix — Current vs. Proposed Thresholds
VI. Corporate Governance Guidelines — Key Amendments
VII. Conforming Bylaw Amendments
VIII. Delaware Law & NYSE Compliance Summary
IX. Post-Adoption Regulatory Filing Timeline
X. Recommended Board Actions
XI. Appendix: Committee Composition Matrix
[slide 3]
Background & Triggering Events
Garrett & Whitfield LLP Management Letter (March 14, 2025): Three observations — (1) inconsistent dollar thresholds between parent DOA Matrix and subsidiary-level authorities; (2) absence of a formal Technology & Information Security Committee charter; (3) Lone Star Specialty claims-settlement authorities exceeded board-approved thresholds without documented ratification
Veltrano Institutional Partners, LP Shareholder Letter (June 18, 2025): Largest institutional shareholder (~8.3% of outstanding shares) urged enhanced governance documentation and disclosure; addressed to Lead Independent Director Arthur J. Pennington
Apex Proxy Advisors, Inc. Governance Benchmarking Report (June 30, 2025): Compared Quorum to 14 peer publicly traded insurance holding companies — 11 of 14 had standalone tech/cyber committee; 12 of 14 updated DOA matrices within prior 24 months; Quorum charter language did not reflect 2024 amendments to NYSE Section 303A
Westbrook Fiduciary Trust Company (~5.7% of outstanding shares) expressed support for charter overhaul through informal engagement
Internal audit findings by Chief Audit Executive Renata M. Vásquez corroborated governance documentation gaps
[slide 4]
Legacy Governance Documents — Age & History
Original committee charters (all five) adopted February 12, 2016
First charter amendments: March 20, 2019 (Audit, Nom/Gov only)
Second charter amendments: June 14, 2021 (Audit, Compensation & Human Capital only)
Risk Committee Charter: No updates since original 2016 adoption (nearly 10 years)
Investment Committee Charter: No updates since 2016 — thresholds set when total invested assets were $11.2B (now $16.4B, a 46.4% increase)
DOA Matrix: Last comprehensive update October 6, 2017; only interim amendment April 22, 2020 (claims-payment thresholds only)
Quorum formed in 2009; significant business growth and complexity since charter adoption
[slide 5]
Engagement Overview & Timeline
Quorum issued RFP to three law firms — August 15, 2025
Calderwood & Harkness LLP engaged; engagement letter executed September 5, 2025
Scope: (1) Review and restate all five existing committee charters; (2) Draft new Technology & Cybersecurity Oversight Committee charter; (3) Overhaul parent DOA Matrix and create model subsidiary DOA template; (4) Prepare board memorandum and supporting materials; (5) Draft conforming amendments to Corporate Governance Guidelines and Bylaws; (6) Delaware law analysis (DGCL §§ 141(a), 141(c)); (7) NYSE listing-rule compliance advice
Kickoff meeting: September 12, 2025 (C&H team with Dennis R. Okonkwo, Ivan D. Pruett, Renata M. Vásquez)
Gap analysis delivered: October 3, 2025
Committee-specific workshops: October 17 – November 14, 2025 (Nom/Gov, Audit, Risk, Compensation & HC, Investment)
Final execution versions delivered: December 1, 2025; board materials circulated December 3, 2025
Today's meeting: December 11, 2025 — adoption vote
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Committee Charter Overhaul — Audit Committee
Chair: Dr. Lilian Fong-Archer (audit committee financial expert)
NEW: Explicit enterprise risk management (ERM) framework oversight responsibility
NEW: Clawback-policy administration language (required under SEC Rule 10D-1 / NYSE Rule 303A.14)
NEW: Annual committee self-evaluation provision
NEW: Coordination protocol with Risk Committee and new Technology & Cybersecurity Oversight Committee
UPDATED: Independence and financial-expert qualification requirements aligned with 2024 amendments to NYSE Section 303A
Prior version: Last amended June 14, 2021
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Committee Charter Overhaul — Compensation & Human Capital Committee
Chair: Claudia M. Severin
NEW: Authority to retain independent compensation consultants without further board approval (NYSE compliance requirement)
ENHANCED: Substantive human-capital-management oversight language added — workforce strategy, DEI, talent development (nomenclature 'human capital' added in 2021 but without substantive content)
NEW: Annual committee self-evaluation provision
Prior version: Last amended June 14, 2021
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Committee Charter Overhaul — Nominating & Corporate Governance Committee
Chair: Arthur J. Pennington (Lead Independent Director)
NEW: ESG / sustainability oversight responsibilities
NEW: Director skills-matrix requirement
NEW: Shareholder-engagement protocol — Lead Independent Director and Nom/Gov Committee Chair available for engagement with holders of ≥ 3% of outstanding shares
NEW: Board-refreshment provisions (cross-reference to Governance Guidelines)
NEW: Annual committee self-evaluation provision
Prior version: Last amended March 20, 2019
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Committee Charter Overhaul — Risk Committee
Chair: Raymond T. Huerta
FIRST UPDATE since original adoption on February 12, 2016 — nearly 10 years without amendment
NEW: Insurance-specific risk categories explicitly addressed — reserving, reinsurance, catastrophe exposure
NEW: Coordination protocol with Audit Committee and new Technology & Cybersecurity Oversight Committee
NEW: Annual committee self-evaluation provision
Addresses Garrett & Whitfield observation regarding oversight of subsidiary risk authorities
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Committee Charter Overhaul — Investment Committee
Chair: Jonathan K. Whitmore
UPDATED: Single-issuer exposure delegation threshold increased from $50M to $75M
Rationale: Total invested assets grew 46.4% — from $11.2B (2016) to $16.4B (2024); thresholds unchanged since original adoption February 12, 2016
NEW: ESG integration provisions for investment strategy
NEW: Reporting coordination with Risk Committee
NEW: Annual committee self-evaluation provision
Prior version: Never amended since 2016 adoption
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New Committee: Technology & Cybersecurity Oversight Committee
Sixth standing committee of the Board of Directors
Proposed Chair: Priya Narasimhan (CEO, Tessera Fintech Corp. — technology/cyber expertise)
Proposed Members: Priya Narasimhan (Chair), Victor L. Andrade; Camille R. DuPont (management director, non-voting advisory member as President of Vantage Digital Insurance Solutions, Inc.)
Composition: Minimum 3 independent directors; at least 1 member with cybersecurity or technology expertise (as defined in charter)
Oversight Areas: Cybersecurity program, IT strategy, data privacy, insurtech initiatives, AI governance, third-party technology risk, incident response
Reporting: Quarterly reports to the full Board
Coordination: Formal protocols with Risk Committee and Audit Committee
Peer Context: 11 of 14 benchmarked peers have standalone tech/cyber committee or explicit cyber charter provisions
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Delegation of Authority Matrix — Current vs. Proposed Thresholds
Capital Expenditures — CEO sole authority: $2.0M → $5.0M (peer median: $4.5M)
Capital Expenditures — CEO + CFO: $2.0M–$7.5M → $5.0M–$15.0M; Board approval: >$7.5M → >$15.0M
Claims Settlement — Subsidiary CEO: $1.0M → $2.5M per claim (Lone Star was operating at $3.0M without authorization)
Claims Settlement — Parent CEO: $1.0M–$5.0M → $2.5M–$10.0M; Board/Risk Committee: >$5.0M → >$10.0M
Reinsurance Treaties — CEO authority: $25.0M → $50.0M per treaty
Technology/IT Spending — CEO authority: $1.5M → $3.0M per project (new standalone category; previously bundled in capex)
Vendor Contracts — CEO authority: $3.0M → $5.0M annual value
Investment Transactions (single-issuer): $50.0M → $75.0M
M&A / Strategic Transactions — Board required: >$10.0M → >$25.0M
Litigation Settlement — GC authority: $500K → $1.0M; CEO + GC: $500K–$3.0M → $1.0M–$5.0M; Board/Audit Committee: >$3.0M → >$5.0M
Charitable/Political Contributions — CEO: $100K → $250K per commitment
Officer Hiring (base salary) — CEO authority: $350K → $500K (Comp Committee approval above threshold)
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Model Subsidiary DOA Template
New model DOA template for adoption by each QIH regulated subsidiary and operating subsidiary
Addresses Garrett & Whitfield observation: inconsistent dollar thresholds between parent and subsidiary-level authorities
Applies to: Quorum Property & Casualty Insurance Company (CT, NAIC 38472), Lone Star Specialty Insurance Company (TX, NAIC 41359), Great Lakes Surety & Indemnity Co. (OH, NAIC 29814), Quorum MGA Services, LLC, and Vantage Digital Insurance Solutions, Inc.
Includes placeholder thresholds calibrated to subsidiary scale
Cross-references parent DOA Matrix to ensure consistency
Instructions for subsidiary-level customization included
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Corporate Governance Guidelines — Key Amendments
Board Refreshment: Mandatory retirement age of 75; 15-year tenure limit for independent directors
Director Overboarding Policy: Independent directors limited to 4 total public-company boards (including QIH); CEO limited to 2 total (including QIH)
Majority Voting Standard: Uncontested director elections to shift from plurality to majority voting
Shareholder Engagement Protocol: Lead Independent Director and Nom/Gov Committee Chair available for engagement with holders of ≥ 3% of outstanding shares
Annual Board & Committee Self-Evaluation: Process formalized in guidelines and cross-referenced in each committee charter
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Conforming Bylaw Amendments
Article III, Section 3.3: Updated to reference six (6) standing committees (from five) to accommodate the new Technology & Cybersecurity Oversight Committee
Article III, Section 3.4: Revised committee-appointment mechanics — annual appointment at the first board meeting following the annual shareholders' meeting
Article IV, Section 4.2: Officer authority provisions updated to cross-reference the Delegation of Authority Matrix
Redline of Articles III and IV included in board book
Adoption via board resolution (separate bylaw amendment resolution provided)
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Delaware Law Compliance Summary
DGCL § 141(a): Board authority to manage business and affairs; delegation to officers permissible within fiduciary limits
DGCL § 141(c): Permissible scope of committee powers; non-delegable actions identified (bylaw amendments, dividend declarations, merger approvals)
DGCL § 142: Officer authority — delegation via bylaws, board resolution, or authorized officer
M&A threshold increase ($10.0M → $25.0M): Confirmed consistent with Delaware fiduciary obligations; Caremark monitoring duties preserved through reporting requirements in DOA Matrix
Expanded CEO claims-settlement authority: Consistent with permissible delegation; appropriate controls maintained via reporting triggers and Risk Committee oversight
Full Delaware law memorandum delivered November 18, 2025 — included in board book
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NYSE Listing-Rule Compliance Summary
NYSE Listed Company Manual Sections 303A.01 – 303A.14 analyzed comprehensively
Committee independence requirements: All committee compositions verified compliant; 8 of 11 directors are independent
Audit Committee financial-expert qualification: Dr. Lilian Fong-Archer confirmed as financial expert
Clawback policy: SEC Rule 10D-1 / NYSE Rule 303A.14 compliance language incorporated in Audit Committee charter
2024 amendments to Section 303A: Current charter language did not reflect these amendments; restated charters now aligned
Annual committee self-evaluation provisions: Added to all six charters
Post-adoption: Updated charters posted on corporate website within 5 business days; annual CEO certification due within 30 days of material governance changes
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Post-Adoption Regulatory Filing Timeline
NYSE: Updated charters posted on corporate website within 5 business days of adoption (target: December 15, 2025); CEO certification within 30 days
SEC: Form 8-K filing (Item 5.05 or Item 8.01) — voluntary disclosure of comprehensive governance overhaul (target: December 15, 2025)
Connecticut Department of Insurance: Quorum Property & Casualty Insurance Company (NAIC 38472) — Form B holding company filing must reflect governance changes; annual filing due March 1, 2026
Texas Department of Insurance: Lone Star Specialty Insurance Company (NAIC 41359) — informational filing required within 30 days of adoption (deadline: ~January 10, 2026)
Ohio Department of Insurance: Great Lakes Surety & Indemnity Co. (NAIC 29814) — informational filing per OH Rev. Code § 3901.32 et seq. within 30 days (deadline: ~January 10, 2026)
Coordination: Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich) advising on state filing mechanics; Ivan D. Pruett (CCO) leading internal coordination
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Recommended Board Actions
1. Adopt the five Restated Committee Charters (Audit; Compensation & Human Capital; Nominating & Corporate Governance; Risk; Investment)
2. Adopt the new Charter of the Technology & Cybersecurity Oversight Committee and appoint initial members (Priya Narasimhan, Chair; Victor L. Andrade; Camille R. DuPont, non-voting advisory)
3. Approve the Revised Delegation of Authority Matrix (parent level) and Model Subsidiary DOA Template
4. Adopt the Amended & Restated Corporate Governance Guidelines
5. Adopt the Conforming Bylaw Amendments (Articles III and IV)
6. Approve the Omnibus Board Resolution encompassing all of the above
7. Authorize officers to make SEC filings (Form 8-K), NYSE notifications, and corporate website postings
8. Ratify all prior actions taken in connection with the governance overhaul project
Alternative: Written Consent of the Board available if in-meeting adoption is not completed (requires all 11 director signatures)
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Key Dates — Post-Meeting Calendar
December 11, 2025: Board adoption (today)
December 15, 2025: Form 8-K filing with SEC; updated charters and governance documents posted to corporate website (NYSE 5-business-day requirement)
December 19, 2025: Target engagement closing date (Calderwood & Harkness)
Within 30 days of adoption (~January 10, 2026): CEO certification to NYSE; TX and OH informational filings
March 1, 2026: CT Department of Insurance Form B holding company filing due (Quorum P&C)
Ongoing: Subsidiary-level DOA Matrix customization and adoption by each subsidiary board
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Appendix: Committee Composition Matrix — Current and Proposed
Audit Committee: Dr. Lilian Fong-Archer (Chair, Financial Expert), plus independent members per charter
Compensation & Human Capital Committee: Claudia M. Severin (Chair), plus independent members
Nominating & Corporate Governance Committee: Arthur J. Pennington (Chair, Lead Independent Director), plus independent members
Risk Committee: Raymond T. Huerta (Chair), plus independent members
Investment Committee: Jonathan K. Whitmore (Chair), plus independent members
Technology & Cybersecurity Oversight Committee (NEW): Priya Narasimhan (Chair, Technology Expertise), Victor L. Andrade, Camille R. DuPont (non-voting advisory member)
Board composition: 11 directors total — 8 independent, 3 management/non-independent (Margaret A. Calloway, Dexter W. Ng, Camille R. DuPont)
Detailed matrix with independence status, expertise designations, and committee assignments included in board book (separate spreadsheet exhibit)