[sheet: Current Composition]
Director Name | Title / Role | Independence Status | Audit Committee Financial Expert | Cybersecurity / Technology Expertise | Audit Committee | Compensation & Human Capital Committee | Nominating & Corporate Governance Committee | Risk Committee | Investment Committee | Total Committee Memberships
Margaret A. Calloway | Chair of the Board & CEO | Non-Independent (Management) | No | No | — | — | — | — | — | 0
Arthur J. Pennington | Lead Independent Director | Independent | No | No | — | Member | Chair | — | — | 2
Dr. Lilian Fong-Archer | Director | Independent | Yes | No | Chair | — | — | — | — | 1
Raymond T. Huerta | Director | Independent | No | No | — | — | — | Chair | — | 1
Claudia M. Severin | Director | Independent | No | No | — | Chair | — | — | — | 1
Jonathan K. Whitmore | Director | Independent | No | No | — | — | — | — | Chair | 1
Priya Narasimhan | Director | Independent | No | Yes | Member | — | — | Member | — | 2
Victor L. Andrade | Director | Independent | No | No | — | — | — | Member | Member | 2
Susan B. Trautman | Director | Independent | No | No | Member | — | Member | — | Member | 3
Dexter W. Ng | Director (Management); President, Quorum P&C | Non-Independent (Management) | No | No | — | — | — | — | — | 0
Camille R. DuPont | Director (Management); President, Vantage Digital Insurance Solutions, Inc. | Non-Independent (Management) | No | Yes | — | — | — | — | — | 0
SUMMARY / TOTALS | 11 Directors (8 Independent, 3 Non-Independent) | 8 Independent / 3 Non-Independent | 1 Expert | 2 Experts | 3 Members (1 Chair, 2 Members); 3 Independent | 2 Members (1 Chair, 1 Member); 2 Independent | 2 Members (1 Chair, 1 Member); 2 Independent | 3 Members (1 Chair, 2 Members); 3 Independent | 3 Members (1 Chair, 2 Members); 3 Independent | 13
[sheet: Proposed Composition]
Director Name | Title / Role | Independence Status | Audit Committee Financial Expert | Cybersecurity / Technology Expertise | Audit Committee | Compensation & Human Capital Committee | Nominating & Corporate Governance Committee | Risk Committee | Investment Committee | Technology & Cybersecurity Oversight Committee | Total Committee Memberships | Notes
Margaret A. Calloway | Chair of the Board & CEO | Non-Independent (Management) | No | No | — | — | — | — | — | — | 0 | Board Chair; attends committee meetings at invitation
Arthur J. Pennington | Lead Independent Director | Independent | No | No | — | Member | Chair | — | — | — | 2 | Lead Independent Director; available for shareholder engagement per Governance Guidelines (holders ≥ 3%)
Dr. Lilian Fong-Archer | Director | Independent | Yes | No | Chair | — | — | — | — | — | 1 | Audit Committee Financial Expert; former CFO of Pinehurst Financial Group, Inc.
Raymond T. Huerta | Director | Independent | No | No | — | — | — | Chair | — | — | 1 | Retired state insurance commissioner; coordination protocol with Audit Committee and Tech & Cyber Committee
Claudia M. Severin | Director | Independent | No | No | — | Chair | — | — | — | — | 1 | CEO of Broadpath Talent Advisors, LLC; authority to retain independent compensation consultants without further board approval
Jonathan K. Whitmore | Director | Independent | No | No | — | — | — | — | Chair | — | 1 | Former CIO of Highgate Asset Management; updated thresholds: $75M single-issuer (from $50M)
Priya Narasimhan | Director | Independent | No | Yes | Member | — | — | Member | — | Chair | 3 | CEO of Tessera Fintech Corp.; designated cybersecurity/technology expert; proposed Chair of new committee
Victor L. Andrade | Director | Independent | No | No | — | — | — | Member | Member | Member | 3 | Retired EVP, Federated Mutual Insurance Holdings
Susan B. Trautman | Director | Independent | No | No | Member | — | Member | — | Member | Member | 4 | Managing Director, Ridgeview Capital Partners
Dexter W. Ng | Director (Management); President, Quorum P&C | Non-Independent (Management) | No | No | — | — | — | — | — | — | 0 | President, Quorum Property & Casualty Insurance Company (CT, NAIC 38472)
Camille R. DuPont | Director (Management); President, Vantage Digital | Non-Independent (Management) | No | Yes | — | — | — | — | — | Advisory (Non-Voting) | 0 | President, Vantage Digital Insurance Solutions, Inc.; non-voting advisory member of Tech & Cyber Committee
SUMMARY / TOTALS | 11 Directors (8 Independent, 3 Non-Independent) | 8 Independent / 3 Non-Independent | 1 Expert | 2 Experts | 3 Members (1 Chair, 2 Members); 3 Independent | 2 Members (1 Chair, 1 Member); 2 Independent | 2 Members (1 Chair, 1 Member); 2 Independent | 3 Members (1 Chair, 2 Members); 3 Independent | 3 Members (1 Chair, 2 Members); 3 Independent | 3 Voting (1 Chair, 2 Members) + 1 Advisory; 3 Independent | 16 | Total voting committee seats across all six committees
COMPLIANCE CHECK | — | — | — | — | PASS: 100% independent; 1 financial expert; ≥3 members; annual self-eval included | PASS: 100% independent; annual self-eval included; independent consultant authority | PASS: 100% independent; annual self-eval included; ESG oversight included | PASS: All independent members; coordination protocols with Audit & Tech/Cyber; annual self-eval included | PASS: All independent members; updated $75M threshold; annual self-eval included | PASS: ≥3 independent voting members; ≥1 cybersecurity/tech expert (Narasimhan); quarterly reporting; annual self-eval included | — | All six committees meet NYSE, SEC, DGCL, and Corporate Governance Guidelines requirements
[sheet: Change Summary]
Change Category | Committee | Description of Change | Affected Director(s) | Rationale / Reference
New Committee | Technology & Cybersecurity Oversight | Creation of sixth standing board committee for oversight of cybersecurity program, IT strategy, data privacy, insurtech initiatives, AI governance, third-party technology risk, and incident response | Priya Narasimhan (Chair), Victor L. Andrade (Member), Susan B. Trautman (Member), Camille R. DuPont (Advisory, Non-Voting) | Apex Proxy Advisors benchmarking: 11 of 14 peers have standalone tech/cyber committee or explicit cyber charter provisions; Garrett & Whitfield LLP management letter (March 14, 2025) observation re: absence of formal Tech & InfoSec Committee charter
Chair Appointment | Technology & Cybersecurity Oversight | Priya Narasimhan designated as Chair; meets cybersecurity/technology expertise requirement (CEO of Tessera Fintech Corp.) | Priya Narasimhan | Charter requires minimum 3 independent directors and at least 1 member with cybersecurity or technology expertise
Advisory Member | Technology & Cybersecurity Oversight | Camille R. DuPont added as non-voting advisory member (management director); does not count toward quorum or voting membership | Camille R. DuPont | President of Vantage Digital Insurance Solutions, Inc.; provides management-level insurtech perspective without compromising committee independence
New Membership | Technology & Cybersecurity Oversight | Victor L. Andrade added as voting member; now serves on three committees (Risk, Investment, and Tech & Cyber) | Victor L. Andrade | Broadens committee membership; insurance industry operations background provides risk-informed perspective on technology matters
New Membership | Technology & Cybersecurity Oversight | Susan B. Trautman added as voting member to ensure minimum 3 independent director requirement is met | Susan B. Trautman | Capital markets and investment expertise complements technology oversight; now serves on four committees
New Membership | Audit Committee | Priya Narasimhan added as voting member to Audit Committee to strengthen technology-related financial controls oversight | Priya Narasimhan | Supports coordination between Audit and Tech & Cyber committees; technology expertise enhances IT internal controls review
New Membership | Risk Committee | Priya Narasimhan added as voting member to Risk Committee to support cyber-risk integration into enterprise risk management | Priya Narasimhan | Supports coordination protocol between Risk and Tech & Cyber committees per restated charter requirements
Coordination Protocol | Risk / Audit / Tech & Cyber | Inter-committee coordination protocols added among Risk, Audit, and Technology & Cybersecurity Oversight committees; quarterly cross-committee reporting requirements formalized | Raymond T. Huerta (Risk Chair), Dr. Lilian Fong-Archer (Audit Chair), Priya Narasimhan (Tech & Cyber Chair) | Quarterly reports from Tech & Cyber to full board; coordination with Risk and Audit per restated charters; addresses Garrett & Whitfield observation
Threshold Update | Investment Committee | Single-issuer delegation authority threshold increased from $50M to $75M, reflecting 46.4% growth in invested assets from $11.2B (2016) to $16.4B (2024) | Jonathan K. Whitmore (Chair), Victor L. Andrade (Member), Susan B. Trautman (Member) | Fiduciary duty / DGCL § 141(c); aligns delegation limits with current portfolio scale
Bylaw Amendment | All Committees | Bylaws Article III, Section 3.3 updated to reference six (6) standing committees (from five); Section 3.4 revised to require annual appointment at first board meeting following annual shareholders' meeting | All directors | Conforming amendments per bylaw amendment resolution; effective upon adoption December 11, 2025
Governance Guidelines | All Committees | Formalized annual board and committee self-evaluation process added to Amended & Restated Corporate Governance Guidelines; majority voting standard for uncontested elections (replacing plurality) | All directors | Aligned with NYSE Section 303A requirements and peer best practices; addresses Veltrano shareholder letter recommendations
Governance Guidelines | All Committees | Director overboarding policy formalized: independent directors limited to 4 total public-company boards (including QIH); CEO limited to 2 total; mandatory retirement age of 75; 15-year tenure limit for independent directors | All directors | Amended & Restated Corporate Governance Guidelines; consistent with Apex Proxy Advisors peer benchmarking
[sheet: Director Reference]
Director Name | Age | Director Since | Independence Status | Primary Affiliation / Background | Audit Committee Financial Expert | Cybersecurity / Technology Expertise | Other Public Company Boards | Compliant with Overboarding Policy | Subject to Mandatory Retirement (Age 75) | Subject to 15-Year Tenure Limit | Tenure as of Dec 2025 (Years)
Margaret A. Calloway | 58 | 2014 | Non-Independent (Management) | Chair of the Board & CEO, Quorum Insurance Holdings Corp.; joined as COO 2014, CEO since 2018, Chair since 2022 | No | No | 1 | Yes (CEO limited to 2 total public boards including QIH) | No | N/A (management) | 11
Arthur J. Pennington | 64 | 2017 | Independent | Lead Independent Director; retired partner of Mercer-Bexley Advisory Partners (consulting) | No | No | 1 | Yes | No | No (8 years) | 8
Dr. Lilian Fong-Archer | 56 | 2019 | Independent | Former CFO of Pinehurst Financial Group, Inc.; CPA (inactive); MBA, Wharton School of Business | Yes | No | 1 | Yes | No | No (6 years) | 6
Raymond T. Huerta | 61 | 2020 | Independent | Retired state insurance commissioner (2012–2019); JD, Georgetown University Law Center | No | No | 0 | Yes | No | No (5 years) | 5
Claudia M. Severin | 52 | 2021 | Independent | CEO, Broadpath Talent Advisors, LLC; former CHRO of Northfield Insurance Group | No | No | 1 | Yes | No | No (4 years) | 4
Jonathan K. Whitmore | 67 | 2016 | Independent | Former CIO, Highgate Asset Management; CFA charterholder; 30+ years investment management experience | No | No | 2 | Yes | No | No (9 years) | 9
Priya Narasimhan | 49 | 2023 | Independent | CEO, Tessera Fintech Corp.; former VP Engineering at CyberVault Systems; MS Computer Science, Stanford University | No | Yes | 1 | Yes | No | No (2 years) | 2
Victor L. Andrade | 60 | 2018 | Independent | Retired EVP, Federated Mutual Insurance Holdings; 25+ years insurance industry operations experience | No | No | 1 | Yes | No | No (7 years) | 7
Susan B. Trautman | 54 | 2022 | Independent | Managing Director, Ridgeview Capital Partners; former VP at Bramwell National Bank Insurance Advisory Group | No | No | 1 | Yes | No | No (3 years) | 3
Dexter W. Ng | 45 | 2024 | Non-Independent (Management) | President, Quorum Property & Casualty Insurance Company (CT, NAIC 38472); former SVP Underwriting | No | No | 0 | N/A (management) | No | N/A (management) | 1
Camille R. DuPont | 50 | 2024 | Non-Independent (Management) | President, Vantage Digital Insurance Solutions, Inc.; former CTO of InsureLine Technologies | No | Yes | 0 | N/A (management) | No | N/A (management) | 1
SUMMARY / TOTALS | Avg: 56 | — | 8 Independent / 3 Non-Independent (Management) | 11 Total Directors | 1 Expert | 2 Experts | Avg: 0.7 | All Compliant | 0 Currently Subject | 0 Currently Subject | Avg: 5.2
[sheet: Compliance Checklist]
Committee | Requirement | Source / Rule | Required Value | Proposed Value | Compliant
Audit Committee | All members independent | NYSE Section 303A.07 | 100% independent | 100% independent (all members are independent directors) | Yes
Audit Committee | At least one audit committee financial expert | NYSE Section 303A.07; SEC Regulation S-K Item 407(d)(5) | ≥ 1 | 1 (Dr. Lilian Fong-Archer) | Yes
Audit Committee | Minimum three members | NYSE Section 303A.07 | ≥ 3 | 3 (Dr. Fong-Archer, Narasimhan, Trautman) | Yes
Audit Committee | Clawback-policy administration responsibility | SEC Rule 10D-1 / NYSE Rule 303A.14 | Included in charter | Included in restated charter | Yes
Audit Committee | Annual self-evaluation provision | NYSE Section 303A.07 | Required | Included in restated charter | Yes
Audit Committee | ERM oversight responsibility | Best practice / Garrett & Whitfield observation | Recommended | Included in restated charter | Yes
Compensation & Human Capital Committee | All members independent | NYSE Section 303A.05 | 100% independent | 100% independent (Severin, Pennington) | Yes
Compensation & Human Capital Committee | Authority to retain independent compensation consultants | NYSE Section 303A.05(c) | Without further board approval | Included in restated charter | Yes
Compensation & Human Capital Committee | Annual self-evaluation provision | NYSE Section 303A.05 | Required | Included in restated charter | Yes
Nominating & Corporate Governance Committee | All members independent | NYSE Section 303A.04 | 100% independent | 100% independent (Pennington, Trautman) | Yes
Nominating & Corporate Governance Committee | ESG / sustainability oversight | Best practice / peer benchmarking | Recommended | Included in restated charter | Yes
Nominating & Corporate Governance Committee | Shareholder engagement protocol | Veltrano shareholder letter (June 18, 2025); governance best practice | Lead Independent Director and Nom/Gov Chair available for holders ≥ 3% | Included in restated charter and Governance Guidelines | Yes
Nominating & Corporate Governance Committee | Annual self-evaluation provision | NYSE Section 303A.04 | Required | Included in restated charter | Yes
Risk Committee | Coordination protocol with Audit Committee and Tech & Cyber Committee | Best practice; Garrett & Whitfield observation | Required | Included in restated charter | Yes
Risk Committee | Insurance-specific risk categories (reserving, reinsurance, catastrophe exposure) | Industry best practice | Recommended | Included in restated charter | Yes
Risk Committee | Annual self-evaluation provision | NYSE Section 303A; Corporate Governance Guidelines | Required | Included in restated charter | Yes
Investment Committee | Updated delegation thresholds reflecting portfolio growth | Fiduciary duty / DGCL § 141(c) | $75M single-issuer (from $50M); reflects 46.4% invested asset growth from $11.2B (2016) to $16.4B (2024) | $75M per single-issuer exposure | Yes
Investment Committee | Annual self-evaluation provision | NYSE Section 303A; Corporate Governance Guidelines | Required | Included in restated charter | Yes
Technology & Cybersecurity Oversight Committee | Minimum 3 independent directors | Charter requirement | ≥ 3 | 3 independent voting members (Narasimhan, Andrade, Trautman); 1 advisory non-voting management member (DuPont) | Yes
Technology & Cybersecurity Oversight Committee | At least 1 member with cybersecurity or technology expertise | Charter requirement | ≥ 1 | 1 (Priya Narasimhan — CEO, Tessera Fintech Corp.) | Yes
Technology & Cybersecurity Oversight Committee | Quarterly reports to full board | Charter requirement | Required | Included in new charter | Yes
Technology & Cybersecurity Oversight Committee | Annual self-evaluation provision | NYSE Section 303A; Corporate Governance Guidelines | Required | Included in new charter | Yes
All Committees | Annual committee self-evaluation | NYSE Section 303A; Amended Corporate Governance Guidelines | Required for all standing committees | Included in all six restated/new charters | Yes
Board (General) | Majority voting standard for uncontested elections | Amended Corporate Governance Guidelines | Majority (replacing plurality) | Included in Amended & Restated Corporate Governance Guidelines | Yes
Board (General) | Director overboarding policy | Amended Corporate Governance Guidelines | Independents: ≤ 4 public boards; CEO: ≤ 2 public boards | Included in Amended & Restated Corporate Governance Guidelines; all directors currently compliant | Yes
Board (General) | Mandatory retirement age | Amended Corporate Governance Guidelines | Age 75 | Included in Amended & Restated Corporate Governance Guidelines; no director currently subject | Yes
Board (General) | Tenure limit for independent directors | Amended Corporate Governance Guidelines | 15 years | Included in Amended & Restated Corporate Governance Guidelines; no independent director currently subject | Yes
[sheet: Key Dates & Context]
Date | Event | Relevance to Committee Composition
2016-02-12 | Original committee charters adopted (5 committees: Audit, Compensation & HC, Nominating & Corporate Governance, Risk, Investment) | Baseline for current committee structure; charters have not been comprehensively restated since adoption
2017-10-06 | Delegation of Authority (DOA) Matrix last comprehensively updated | Authority thresholds in current DOA tied to committee oversight roles; Investment Committee single-issuer limit set at $50M based on $11.2B invested assets
2019-03-20 | First charter amendments adopted | Nominating & Corporate Governance and Audit Committee charters amended; minor conforming changes
2021-06-14 | Second charter amendments adopted | Compensation & Human Capital and Audit Committee charters amended; 'Human Capital' nomenclature added to Compensation Committee; Claudia M. Severin joins board
2023-05-10 | Priya Narasimhan elected to Board of Directors | First director with designated cybersecurity/technology expertise; unassigned to any committee initially
2024-02-15 | Dexter W. Ng and Camille R. DuPont appointed to Board as management directors | Board expanded to 11 members; two management directors added representing operating subsidiaries
2025-03-14 | Garrett & Whitfield LLP management letter issued | Identified three key observations: (1) absence of formal Tech & InfoSec Committee charter, (2) outdated DOA thresholds, (3) need for formalized annual self-evaluation process
2025-06-18 | Veltrano Institutional Partners, LP shareholder letter received | Largest institutional holder (~8.3% of outstanding shares) urged governance modernization including standalone technology oversight, majority voting, and enhanced shareholder engagement
2025-06-30 | Apex Proxy Advisors benchmarking report delivered | 11 of 14 insurance-sector peers have standalone tech/cyber committee or explicit cyber charter provisions; QIH identified as lagging peer group on governance modernization metrics
2025-07-22 | QIH Board of Directors authorizes comprehensive governance overhaul | Board approval to proceed with: (1) creation of Technology & Cybersecurity Oversight Committee, (2) restatement of all five existing charters, (3) DOA Matrix update, (4) Corporate Governance Guidelines amendment, (5) bylaw amendments
2025-09-05 | Calderwood & Harkness LLP engagement opened (Engagement No. 1025-00005) | Outside counsel retained to draft all restated charters, new Tech & Cyber charter, DOA Matrix, Corporate Governance Guidelines amendments, and bylaw amendments
2025-11-14 | Final draft governance documents circulated to all directors for review | 28-day review period for all directors prior to December 11 board meeting; pre-meeting briefings scheduled with committee chairs
2025-12-11 | Board meeting for adoption of all governance overhaul documents | Target date for approval of: 5 restated charters, 1 new charter, updated DOA Matrix, Amended & Restated Corporate Governance Guidelines, and bylaw amendments (Article III, Sections 3.3 and 3.4)
2025-12-15 | Anticipated public filing (Form 8-K) and website posting | Updated committee charters to be posted on investor relations website within 5 business days of adoption per NYSE listing requirements; Form 8-K filed with SEC
2026-03-01 | CT holding company filing (Form B) due to Connecticut Insurance Department | Must reflect material governance changes for Quorum Property & Casualty Insurance Company (NAIC 38472); includes updated committee structure and charter provisions