1025-00003 · Delaware corp · Board Resolutions & Meeting Materials

omnibus-board-resolution.docx DOCUMENT Capital Markets

10 / 35 ← → ✕

Contract analysis Extract to table

RESOLUTIONS OF THE BOARD OF DIRECTORS

OF QUORUM INSURANCE HOLDINGS CORP.

Adopted at a Regular Meeting Held on December 11, 2025

DRAFT — FOR ADOPTION

Right-click to update Table of Contents

PREAMBLE

At a duly called and convened regular meeting of the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "QIH"), held on December 11, 2025, commencing at 9:00 a.m. Eastern Time at the Company's principal executive offices located at 280 Asylum Street, Suite 2200, Hartford, Connecticut 06103, with a quorum of directors present in person or by means of remote communication and acting throughout the entirety of the proceedings, the following resolutions were unanimously adopted.

Margaret A. Calloway, Chair of the Board and Chief Executive Officer, presided over the meeting in her capacity as Chair. Dennis R. Okonkwo, General Counsel and Corporate Secretary of the Company, served as Secretary of the meeting and was responsible for the preparation and maintenance of the official minutes of the proceedings.

The following eleven (11) directors, constituting the full Board, were present and participated throughout the meeting:

1. Margaret A. Calloway — Chair of the Board & Chief Executive Officer

2. Arthur J. Pennington — Lead Independent Director

3. Dr. Lilian Fong-Archer — Independent Director

4. Raymond T. Huerta — Independent Director

5. Claudia M. Severin — Independent Director

6. Jonathan K. Whitmore — Independent Director

7. Priya Narasimhan — Independent Director

8. Victor L. Andrade — Independent Director

9. Susan B. Trautman — Independent Director

10. Dexter W. Ng — Independent Director

11. Camille R. DuPont — Director

No directors were absent. The Secretary confirmed that proper notice of the meeting had been given to each director in accordance with the Company's Bylaws and applicable law, and that a quorum existed for the transaction of business throughout the meeting.

After due deliberation and discussion of each matter presented, and upon motion duly made and seconded, the following recitals were noted and the following resolutions were unanimously adopted:

RECITALS

A. Corporate Authority

WHEREAS, the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated under Delaware File Number 4927361, and assigned Employer Identification Number 27-4831956 by the Internal Revenue Service; and

WHEREAS, the Company's common stock, par value $0.01 per share, is listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "QIHC," and the Company is therefore subject to the listing standards and corporate governance requirements set forth in the NYSE Listed Company Manual; and

WHEREAS, pursuant to Section 141(a) of the Delaware General Corporation Law (the "DGCL"), the business and affairs of the Company shall be managed by or under the direction of the Board, except as otherwise provided in the DGCL or in the Company's Certificate of Incorporation; and

WHEREAS, pursuant to DGCL § 141(c), the Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Company, and may delegate to any such committee, to the extent provided in the resolution of designation or in the Bylaws of the Company, any of the powers and authority of the Board in the management of the business and affairs of the Company, except to the extent that such delegation is otherwise limited by the DGCL; and

WHEREAS, the Board recognizes that the proper exercise of its fiduciary duties to the Company and its stockholders requires the establishment of robust governance structures, clear lines of authority and delegation, and committee charters that reflect current legal requirements, regulatory expectations, and best practices in corporate governance;

B. Existing Governance Framework

WHEREAS, the Board originally adopted charters for five (5) standing committees — the Audit Committee, the Compensation & Human Capital Committee (formerly the Compensation Committee), the Nominating & Corporate Governance Committee, the Risk Committee, and the Investment Committee — on February 12, 2016, in connection with the Company's initial public offering and NYSE listing; and

WHEREAS, targeted amendments to certain of these committee charters were adopted by the Board on March 20, 2019, primarily to address changes in SEC disclosure requirements and NYSE listing standards that became effective in 2018 and early 2019, and additional targeted amendments were adopted on June 14, 2021, to incorporate, among other things, human capital management oversight responsibilities and updated compensation consultant independence standards; and

WHEREAS, the Company's Delegation of Authority Matrix (the "DOA Matrix"), which establishes the dollar-value thresholds and approval levels for various categories of corporate transactions and commitments, was last comprehensively updated on October 6, 2017, with an interim amendment adopted on April 22, 2020, limited solely to an adjustment of claims-payment authority thresholds for the Company's subsidiary, Lone Star Specialty Insurance Company, in response to increased claims frequency and severity associated with the COVID-19 pandemic; and

WHEREAS, the Company's Corporate Governance Guidelines and Bylaws have been in effect since the Company's initial public offering, with periodic amendments adopted from time to time, most recently prior to the actions contemplated by these resolutions; and

WHEREAS, notwithstanding the foregoing periodic amendments, no comprehensive, holistic review and restatement of the Company's complete governance documentation framework has been undertaken since the original adoption of such documents in 2016;

C. Triggering Events and Need for Overhaul

WHEREAS, Garrett & Whitfield LLP, the Company's independent registered public accounting firm, issued a management letter dated March 14, 2025, in connection with its audit of the Company's consolidated financial statements for the fiscal year ended December 31, 2024 (the "FY 2024 Audit"), which management letter identified three governance-related observations warranting the Board's attention:

(1) inconsistent dollar thresholds between the parent-level DOA Matrix and the subsidiary-level authorities in effect at the Company's operating insurance subsidiaries, resulting in certain transactions at the subsidiary level being executed at authority levels that did not correspond to, and in some cases exceeded, the thresholds contemplated by the parent-level DOA Matrix;

(2) the absence of a formal Technology & Information Security Committee charter at the Board level, notwithstanding that the Board had been conducting ad hoc board-level discussions regarding cybersecurity oversight since 2023 in response to increasing cyber threat activity affecting the insurance industry; and

(3) claims-settlement authorities for Lone Star Specialty Insurance Company that, in at least four instances during FY 2024, exceeded the thresholds approved by the Board pursuant to the April 22, 2020 interim amendment to the DOA Matrix, without documented ratification or approval by the Board or any committee thereof;

and

WHEREAS, Veltrano Institutional Partners, LP ("Veltrano"), the Company's largest institutional stockholder, holding approximately 8.3% of the Company's issued and outstanding shares of common stock as of June 18, 2025, submitted a letter dated June 18, 2025, addressed to Arthur J. Pennington in his capacity as Lead Independent Director, urging enhanced governance documentation and disclosure, including the adoption of a standalone technology and cybersecurity oversight committee charter, the updating of delegation-of-authority thresholds to reflect the Company's growth since 2016, and improved transparency regarding the Board's governance practices in the Company's annual proxy statement; and

WHEREAS, Apex Proxy Advisors, Inc. ("Apex"), an independent proxy advisory and governance consulting firm, delivered a governance benchmarking report dated June 30, 2025 (the "Apex Report"), prepared at the Company's request, comparing the Company's governance practices to those of a peer group of fourteen (14) publicly traded insurance holding companies with comparable market capitalization and business mix, and the Apex Report found, among other things, that:

(a) eleven (11) of fourteen (14) peer companies had adopted a standalone technology/cybersecurity committee charter or had added explicit cybersecurity oversight provisions to an existing committee charter within the prior twenty-four (24) months;

(b) twelve (12) of fourteen (14) peer companies had updated their delegation-of-authority matrices within the prior twenty-four (24) months;

(c) the Company's existing committee charter language did not reflect certain of the 2024 amendments to NYSE Listed Company Manual Section 303A, including amendments relating to clawback policy administration and enhanced audit committee responsibilities; and

(d) the Company's corporate governance guidelines lagged peer practices in several areas, including director overboarding limits, mandatory retirement age provisions, and shareholder engagement protocols;

and

WHEREAS, on July 22, 2025, the Board, after receiving presentations from management and discussing the management letter observations, the Veltrano letter, and the Apex Report, authorized the Company's management to undertake a comprehensive governance overhaul project (the "Governance Overhaul") encompassing the restatement of all existing committee charters, the creation of a new Technology & Cybersecurity Oversight Committee charter, a comprehensive overhaul of the DOA Matrix, the amendment and restatement of the Corporate Governance Guidelines, and conforming amendments to the Company's Bylaws;

D. Engagement of Outside Counsel

WHEREAS, following a competitive process in which the Company, through the office of the General Counsel, issued a request for proposals to three nationally recognized law firms on August 15, 2025, the Company selected and engaged Calderwood & Harkness LLP ("C&H"), with offices at 1585 Broadway, 34th Floor, New York, New York 10036, pursuant to an engagement letter executed on September 5, 2025 (Engagement No. 1025-00005), to serve as outside governance counsel for the Governance Overhaul; and

WHEREAS, the scope of C&H's engagement encompassed: (i) conducting a comprehensive review and gap analysis of all existing committee charters against current legal requirements, listing standards, and peer practices; (ii) preparing amended and restated versions of all five existing committee charters; (iii) drafting a charter for a new Technology & Cybersecurity Oversight Committee; (iv) overhauling the DOA Matrix at both the parent and subsidiary levels; (v) preparing an amended and restated version of the Corporate Governance Guidelines; (vi) drafting conforming amendments to the Company's Bylaws; and (vii) providing related Delaware law and NYSE compliance analysis;

E. Review Process and Committee Input

WHEREAS, C&H delivered an initial gap analysis memorandum to the General Counsel and the Chair of the Nominating & Corporate Governance Committee on October 3, 2025, identifying fifty-seven (57) discrete items requiring amendment, addition, or deletion across the totality of the Company's governance documentation; and

WHEREAS, C&H thereafter conducted individual workshops with each standing committee of the Board to review and discuss proposed changes to the respective committee charters and related governance documents, as follows:

• Nominating & Corporate Governance Committee workshop: October 17, 2025

• Audit Committee workshop: November 7, 2025

• Risk Committee workshop: November 10, 2025

• Compensation & Human Capital Committee workshop: November 12, 2025

• Investment Committee workshop: November 14, 2025

and

WHEREAS, C&H delivered a Delaware law memorandum on November 18, 2025, addressed to the Board and the General Counsel, analyzing the scope and limits of board delegation authority under DGCL §§ 141(a), 141(c), and 142, and confirming that the proposed delegation structure set forth in the revised DOA Matrix and committee charters is consistent with Delaware law; and

WHEREAS, C&H delivered revised drafts of all governance documents, incorporating committee feedback received during the workshops, on November 21, 2025, and thereafter delivered a comprehensive draft board memorandum on November 25, 2025 (the "Board Memorandum"), summarizing all proposed changes and providing a section-by-section analysis of each document; and

WHEREAS, C&H delivered final execution versions of all governance documents on December 1, 2025, and the complete governance overhaul package, including the Board Memorandum, all exhibit documents, and redline comparisons against existing documents, was circulated to all directors on December 3, 2025, providing each director with not less than eight (8) calendar days for review prior to the meeting;

F. Regulatory and Listing Considerations

WHEREAS, the Company, directly and through its regulated insurance subsidiaries — Quorum Property & Casualty Insurance Company (NAIC No. 38472, domiciled in Connecticut), Lone Star Specialty Insurance Company (NAIC No. 41359, domiciled in Texas), and Great Lakes Surety & Indemnity Co. (NAIC No. 29814, domiciled in Ohio) — is subject to the insurance holding company act requirements and related regulations of the State of Connecticut (Conn. Gen. Stat. § 38a-129 et seq.), the State of Texas (Tex. Ins. Code Ch. 823), and the State of Ohio (Ohio Rev. Code § 3901.32 et seq.), and the Board has been advised by Broadleaf Insurance Regulatory Consultants, LLC ("Broadleaf"), through its Managing Director, Harold J. Emmerich, regarding the regulatory filing implications of the governance changes contemplated by these resolutions; and

WHEREAS, the Company, as an NYSE-listed company, is subject to the listing standards set forth in the NYSE Listed Company Manual, including Sections 303A.01 through 303A.14, encompassing requirements related to board and committee independence, committee charter content and disclosure, audit committee composition and financial expertise, compensation committee independence and authority, clawback policy adoption and administration (NYSE Rule 303A.14, implementing SEC Rule 10D-1), and related corporate governance matters; and

WHEREAS, the Board has been advised by C&H that the governance documents proposed for adoption are consistent with, and in certain respects exceed, the requirements of the applicable NYSE listing standards and SEC rules;

G. Board Determination

WHEREAS, the Board has reviewed the Board Memorandum dated December 1, 2025, the proposed amended and restated committee charters for all five existing standing committees (Exhibits A through E), the proposed charter for the new Technology & Cybersecurity Oversight Committee (Exhibit F), the revised DOA Matrix (Exhibit G), the Model Subsidiary Delegation of Authority Matrix Template (Exhibit H), the Amended & Restated Corporate Governance Guidelines (Exhibit I), and the proposed conforming bylaw amendments (Exhibit J), and has had the opportunity to ask questions of, and receive answers from, the General Counsel, representatives of C&H, and representatives of Broadleaf; and

WHEREAS, the Board, after careful deliberation and in the exercise of its business judgment, has determined that the adoption of the governance measures set forth in these resolutions is in the best interests of the Company and its stockholders;

NOW, THEREFORE, BE IT:

RESOLVING CLAUSES

Section 1: Adoption of Restated Audit Committee Charter

RESOLVED, that the Amended and Restated Charter of the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Audit Committee Charter"), in the form attached hereto as Exhibit A and incorporated herein by this reference, is hereby adopted in its entirety, effective as of the date of these resolutions, December 11, 2025.

FURTHER RESOLVED, that the Restated Audit Committee Charter hereby supersedes and replaces in its entirety the prior Audit Committee Charter as originally adopted on February 12, 2016, and as subsequently amended on March 20, 2019, and June 14, 2021, and all prior versions thereof shall be of no further force or effect.

FURTHER RESOLVED, that the Board notes and approves the following key substantive changes incorporated in the Restated Audit Committee Charter:

(a) the addition of explicit enterprise risk management ("ERM") oversight responsibility, providing that the Audit Committee shall review and discuss with management and the Company's Chief Risk Officer the Company's ERM framework, including the identification, assessment, and mitigation of material financial and operational risks, and shall coordinate with the Risk Committee to avoid duplication of oversight responsibilities;

(b) the addition of clawback-policy administration provisions, reflecting the requirements of SEC Rule 10D-1 and NYSE Rule 303A.14, providing that the Audit Committee shall oversee the administration of the Company's Compensation Clawback Policy, including making determinations regarding the recovery of erroneously awarded incentive-based compensation in the event of a financial restatement;

(c) the addition of a mandatory annual committee self-evaluation requirement, providing that the Audit Committee shall conduct an annual self-assessment of its performance and effectiveness and report the results to the Board through the Nominating & Corporate Governance Committee;

(d) the inclusion of a detailed coordination protocol with the Risk Committee, specifying the allocation of responsibilities between the two committees with respect to risk oversight matters and establishing a framework for joint sessions as warranted; and

(e) the updating of all charter provisions to reflect current SEC rules, NYSE listing standards, and PCAOB requirements applicable to audit committee operations.

FURTHER RESOLVED, that Dr. Lilian Fong-Archer shall continue to serve as Chair of the Audit Committee. The Board hereby confirms, based upon its review of Dr. Fong-Archer's qualifications, experience, and background, that Dr. Fong-Archer qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K promulgated by the SEC and satisfies the financial expertise requirements set forth in Section 303A.07 of the NYSE Listed Company Manual.

Section 2: Adoption of Restated Compensation & Human Capital Committee Charter

RESOLVED, that the Amended and Restated Charter of the Compensation & Human Capital Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Compensation & Human Capital Committee Charter"), in the form attached hereto as Exhibit B and incorporated herein by this reference, is hereby adopted in its entirety, effective as of the date of these resolutions, December 11, 2025.

FURTHER RESOLVED, that the Restated Compensation & Human Capital Committee Charter hereby supersedes and replaces in its entirety the prior Compensation & Human Capital Committee Charter as originally adopted on February 12, 2016, and as subsequently amended on June 14, 2021, and all prior versions thereof shall be of no further force or effect.

FURTHER RESOLVED, that the Board notes and approves the following key substantive changes incorporated in the Restated Compensation & Human Capital Committee Charter:

(a) the addition of express authority for the Compensation & Human Capital Committee to retain and terminate independent compensation consultants, legal counsel, and other advisors without obtaining further approval from the Board, consistent with the requirements of Section 303A.05(c) of the NYSE Listed Company Manual and Rule 10C-1 under the Securities Exchange Act of 1934, as amended, and the Company shall provide appropriate funding for the payment of reasonable compensation to any such consultant, counsel, or advisor retained by the Committee;

(b) the addition of substantive human-capital-management oversight language, providing that the Committee shall oversee the Company's human capital strategy, including workforce planning and talent acquisition, leadership development and succession planning below the executive officer level, diversity, equity, and inclusion ("DEI") programs and metrics, employee engagement and retention, and culture and organizational health initiatives;

(c) the addition of a mandatory annual committee self-evaluation requirement, consistent with the self-evaluation provisions adopted in the other restated charters; and

(d) the updating of all charter provisions to reflect current SEC rules, NYSE listing standards, and best practices regarding compensation committee operations and independence.

FURTHER RESOLVED, that Claudia M. Severin shall continue to serve as Chair of the Compensation & Human Capital Committee.

Section 3: Adoption of Restated Nominating & Corporate Governance Committee Charter

RESOLVED, that the Amended and Restated Charter of the Nominating & Corporate Governance Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Nominating & Corporate Governance Committee Charter"), in the form attached hereto as Exhibit C and incorporated herein by this reference, is hereby adopted in its entirety, effective as of the date of these resolutions, December 11, 2025.

FURTHER RESOLVED, that the Restated Nominating & Corporate Governance Committee Charter hereby supersedes and replaces in its entirety the prior Nominating & Corporate Governance Committee Charter as originally adopted on February 12, 2016, and as subsequently amended on March 20, 2019, and all prior versions thereof shall be of no further force or effect.

FURTHER RESOLVED, that the Board notes and approves the following key substantive changes incorporated in the Restated Nominating & Corporate Governance Committee Charter:

(a) the addition of environmental, social, and governance ("ESG") and sustainability oversight responsibilities, providing that the Committee shall oversee the Company's ESG strategy, policies, and disclosures, monitor emerging ESG regulatory requirements and stakeholder expectations, and review the Company's annual ESG or sustainability report prior to publication;

(b) the addition of a director skills-matrix requirement, providing that the Committee shall develop and annually update a matrix of skills, experiences, and attributes deemed important for Board service, taking into account the Company's strategic direction, risk profile, and regulatory environment, and shall use such matrix in evaluating director candidates and assessing Board composition;

(c) the addition of a shareholder-engagement protocol, providing that the Lead Independent Director and the Chair of the Nominating & Corporate Governance Committee shall be available for engagement, upon reasonable request, with holders of three percent (3%) or more of the Company's outstanding shares of common stock, regarding governance matters, director qualifications, and other topics within the Committee's purview;

(d) the addition of board-refreshment oversight provisions, providing that the Committee shall periodically assess the composition, tenure, and diversity of the Board and shall make recommendations to the Board regarding director succession planning, retirement policies, and board size; and

(e) the updating of all charter provisions to reflect current SEC rules, NYSE listing standards, and evolving best practices in corporate governance.

FURTHER RESOLVED, that Arthur J. Pennington shall continue to serve as Chair of the Nominating & Corporate Governance Committee and as Lead Independent Director of the Board.

Section 4: Adoption of Restated Risk Committee Charter

RESOLVED, that the Amended and Restated Charter of the Risk Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Risk Committee Charter"), in the form attached hereto as Exhibit D and incorporated herein by this reference, is hereby adopted in its entirety, effective as of the date of these resolutions, December 11, 2025.

FURTHER RESOLVED, that the Restated Risk Committee Charter hereby supersedes and replaces in its entirety the prior Risk Committee Charter as originally adopted on February 12, 2016, which had not been substantively amended since its original adoption, and all prior versions thereof shall be of no further force or effect.

FURTHER RESOLVED, that the Board notes and approves the following key substantive changes incorporated in the Restated Risk Committee Charter:

(a) the addition of insurance-specific risk oversight categories, providing that the Committee shall have primary responsibility for oversight of reserving risk (including the adequacy of loss and loss adjustment expense reserves), reinsurance risk (including the Company's reinsurance program structure, counterparty credit risk, and treaty and facultative placement strategies), and catastrophe exposure risk (including the Company's probable maximum loss analyses, catastrophe models, and aggregate exposure management);

(b) the addition of detailed coordination protocols with the Audit Committee and the newly established Technology & Cybersecurity Oversight Committee, specifying the allocation of risk oversight responsibilities among the three committees and establishing a framework for joint sessions and information sharing, to ensure comprehensive risk oversight without material gaps or duplicative effort;

(c) the addition of a mandatory annual committee self-evaluation requirement, consistent with the self-evaluation provisions adopted in the other restated charters; and

(d) the updating of all charter provisions to reflect current regulatory expectations, industry best practices, and the Company's evolved risk profile, including risks arising from climate change, geopolitical instability, and the evolving cyber threat landscape.

FURTHER RESOLVED, that Raymond T. Huerta shall continue to serve as Chair of the Risk Committee.

Section 5: Adoption of Restated Investment Committee Charter

RESOLVED, that the Amended and Restated Charter of the Investment Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Investment Committee Charter"), in the form attached hereto as Exhibit E and incorporated herein by this reference, is hereby adopted in its entirety, effective as of the date of these resolutions, December 11, 2025.

FURTHER RESOLVED, that the Restated Investment Committee Charter hereby supersedes and replaces in its entirety the prior Investment Committee Charter as originally adopted on February 12, 2016, which had not been substantively amended since its original adoption, and all prior versions thereof shall be of no further force or effect.

FURTHER RESOLVED, that the Board notes and approves the following key substantive changes incorporated in the Restated Investment Committee Charter:

(a) the updating of investment-policy delegation thresholds to reflect the growth in the Company's investment portfolio, specifically increasing the single-issuer exposure limit subject to management authority from fifty million dollars ($50,000,000) to seventy-five million dollars ($75,000,000), which increase reflects the approximately 46.4% growth in total invested assets from $11.2 billion as of December 31, 2016 to $16.4 billion as of December 31, 2024, and maintains a single-issuer threshold at approximately 0.46% of total invested assets, comparable to the original ratio at the time of adoption;

(b) the addition of ESG integration provisions in investment strategy, providing that the Committee shall oversee the incorporation of ESG factors into the Company's investment analysis and decision-making processes, consistent with the Committee's fiduciary responsibilities and the Company's investment policy statement, and shall receive periodic reports from management regarding ESG integration in the investment portfolio;

(c) the addition of a reporting and coordination protocol with the Risk Committee, providing that the Committee shall coordinate with the Risk Committee on matters relating to investment risk, including credit risk, interest rate risk, liquidity risk, and concentration risk, and shall provide periodic reports to the Risk Committee regarding investment portfolio risk metrics; and

(d) the updating of all charter provisions to reflect current regulatory requirements applicable to insurance company investments, including applicable state investment statutes and NAIC model investment law provisions.

FURTHER RESOLVED, that Jonathan K. Whitmore shall continue to serve as Chair of the Investment Committee.

Section 6: Adoption of New Technology & Cybersecurity Oversight Committee Charter

RESOLVED, that the Board hereby establishes a sixth standing committee of the Board, to be known as the Technology & Cybersecurity Oversight Committee (the "Tech Committee"), and adopts the Charter of the Technology & Cybersecurity Oversight Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Tech Committee Charter"), in the form attached hereto as Exhibit F and incorporated herein by this reference, effective as of the date of these resolutions, December 11, 2025.

FURTHER RESOLVED, that the Tech Committee shall be composed of a minimum of three (3) directors, each of whom, except as otherwise provided in the Tech Committee Charter, shall satisfy the independence requirements of the NYSE listing standards and applicable SEC rules. At least one (1) member of the Tech Committee shall possess cybersecurity or technology expertise, as defined in Section 3.2 of the Tech Committee Charter, which expertise may be demonstrated through professional experience in information technology, cybersecurity, data science, or related fields, relevant industry certifications, academic qualifications, or a combination thereof.

FURTHER RESOLVED, that the following directors are hereby appointed as the initial members of the Tech Committee, effective as of the date of these resolutions:

• Priya Narasimhan — Chair. The Board notes that Ms. Narasimhan possesses cybersecurity and technology expertise within the meaning of Section 3.2 of the Tech Committee Charter, based upon her twenty-year career in enterprise technology and cybersecurity, including her current service as Chief Technology Officer of Sentinel Digital Infrastructure, Inc. and her prior service as Vice President of Information Security at Meridian Financial Group.

• Victor L. Andrade — Member. The Board notes that Mr. Andrade brings relevant experience to the Tech Committee through his service on the technology advisory board of the National Association of Insurance Commissioners and his oversight of technology transformation initiatives during his tenure as Chief Operating Officer of Atlantic Coast Insurance Group.

• Camille R. DuPont — Non-Voting Advisory Member (management director). Ms. DuPont, as a management director who does not satisfy the independence requirements for standing committee membership, shall serve in a non-voting advisory capacity, providing the Tech Committee with management perspective and operational context. Ms. DuPont's participation shall not be counted for quorum purposes.

FURTHER RESOLVED, that the primary areas of oversight responsibility of the Tech Committee shall include, without limitation:

(a) the Company's cybersecurity program, including cybersecurity risk identification and assessment, the adequacy and effectiveness of cybersecurity controls and defenses, cybersecurity incident preparedness and response capabilities, and compliance with applicable cybersecurity laws, regulations, and industry standards (including the SEC's cybersecurity disclosure rules adopted in 2023 and applicable state insurance cybersecurity regulations);

(b) the Company's information technology strategy, including technology infrastructure, digital transformation initiatives, and technology investment priorities;

(d) insurtech initiatives and innovation, including the Company's adoption and deployment of emerging technologies in its insurance operations;

(e) artificial intelligence governance, including the Company's use of AI and machine learning in underwriting, claims, and other business processes, and the ethical, legal, and regulatory implications thereof;

(f) third-party technology risk, including the management of risks arising from the Company's reliance on third-party technology vendors, cloud service providers, and outsourced technology functions; and

(g) incident response, including the review and assessment of the Company's incident response plans and the Committee's role in overseeing management's response to material cybersecurity incidents.

FURTHER RESOLVED, that the Tech Committee shall provide quarterly reports to the full Board regarding its activities, findings, and recommendations, and shall coordinate with the Risk Committee and the Audit Committee in accordance with the inter-committee coordination protocols set forth in their respective restated charters and in the Tech Committee Charter, to ensure comprehensive and coherent oversight of technology and cybersecurity risks across all relevant Board committees.

Section 7: Approval of Revised Delegation of Authority Matrix

RESOLVED, that the revised Delegation of Authority Matrix for Quorum Insurance Holdings Corp. at the parent/holding-company level (the "Revised DOA Matrix"), in the form attached hereto as Exhibit G and incorporated herein by this reference, is hereby approved and adopted in its entirety, effective as of the date of these resolutions, December 11, 2025.

FURTHER RESOLVED, that the Revised DOA Matrix hereby supersedes and replaces in its entirety the prior Delegation of Authority Matrix as adopted on October 6, 2017, and as amended on April 22, 2020, and all prior versions thereof shall be of no further force or effect.

FURTHER RESOLVED, that the Board notes and approves the following key threshold changes incorporated in the Revised DOA Matrix, each of which was determined following a review of peer practices, the Company's growth trajectory, operational needs, and risk tolerance:

FURTHER RESOLVED, that the Board notes the addition of Technology/IT Spending as a standalone category in the Revised DOA Matrix, segregated from the general Capital Expenditures category, reflecting the increasing significance of technology investments to the Company's operations and the establishment of the Tech Committee as a dedicated oversight body for technology matters.

FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to cause each operating subsidiary of the Company — including, without limitation, the following entities:

(a) Quorum Property & Casualty Insurance Company (NAIC No. 38472), a Connecticut-domiciled property and casualty insurance company;

(b) Lone Star Specialty Insurance Company (NAIC No. 41359), a Texas-domiciled specialty insurance company;

(d) Quorum MGA Services, LLC, a Delaware limited liability company serving as the Company's managing general agent; and

(e) Vantage Digital Insurance Solutions, Inc., a Delaware corporation operating the Company's digital insurance distribution platform;

to adopt a subsidiary-level delegation of authority matrix consistent with the Model Subsidiary Delegation of Authority Matrix Template attached hereto as Exhibit H (the "Subsidiary DOA Template"), within sixty (60) calendar days of the date of these resolutions (i.e., no later than February 9, 2026). Each subsidiary-level DOA matrix shall be tailored to the specific operations, regulatory environment, and risk profile of the applicable subsidiary, provided that in no event shall any subsidiary-level authority threshold exceed the corresponding parent-level threshold set forth in the Revised DOA Matrix without the prior written approval of the parent Company's CEO and, where required, the Board or the applicable Board committee.

FURTHER RESOLVED, that the General Counsel shall report to the Board at its next regularly scheduled meeting on the status of subsidiary-level DOA matrix adoption and any material deviations from the Subsidiary DOA Template.

Section 8: Adoption of Amended & Restated Corporate Governance Guidelines

RESOLVED, that the Amended & Restated Corporate Governance Guidelines of Quorum Insurance Holdings Corp. (the "Restated Guidelines"), in the form attached hereto as Exhibit I and incorporated herein by this reference, are hereby adopted in their entirety, effective as of the date of these resolutions, December 11, 2025.

FURTHER RESOLVED, that the Restated Guidelines hereby supersede and replace in their entirety the prior Corporate Governance Guidelines of the Company, and all prior versions thereof shall be of no further force or effect.

FURTHER RESOLVED, that the Board notes and approves the following key amendments incorporated in the Restated Guidelines:

(a) Mandatory Retirement Age. The Restated Guidelines establish a mandatory retirement age of seventy-five (75) years for all directors. No director who has attained the age of seventy-five (75) shall be nominated for re-election to the Board, unless the Board, upon the recommendation of the Nominating & Corporate Governance Committee, determines that exceptional circumstances warrant a waiver of this requirement for a period not to exceed one (1) additional term.

(b) Tenure Limit for Independent Directors. The Restated Guidelines establish a tenure limit of fifteen (15) years for independent directors, commencing from the date of such director's initial election or appointment to the Board. An independent director who has served for fifteen (15) consecutive years shall not be nominated for re-election, unless the Board, upon the recommendation of the Nominating & Corporate Governance Committee, determines that exceptional circumstances warrant a waiver of this requirement for a period not to exceed one (1) additional term.

(c) Director Overboarding Policy. The Restated Guidelines establish the following limitations on outside board service: (i) independent directors are limited to service on a total of four (4) public-company boards, including service on the Board of the Company; and (ii) the Chief Executive Officer of the Company is limited to service on a total of two (2) public-company boards, including service on the Board of the Company. Directors who exceed these limits at the time of adoption of the Restated Guidelines shall have a transition period of twelve (12) months to come into compliance.

(d) Majority Voting Standard. The Restated Guidelines adopt a majority voting standard for uncontested director elections, replacing the existing plurality voting standard. Under the majority voting standard, in an uncontested election, a director nominee shall be elected to the Board only if the number of votes cast "for" such nominee exceeds the number of votes cast "against" such nominee. In a contested election, the plurality voting standard shall continue to apply. The Restated Guidelines further provide that any incumbent director nominee who fails to receive a majority of votes cast in an uncontested election shall promptly tender his or her resignation to the Board, and the Nominating & Corporate Governance Committee shall recommend to the Board whether to accept or reject such resignation.

(e) Shareholder Engagement Protocol. The Restated Guidelines formalize a shareholder engagement protocol, providing that the Lead Independent Director and the Chair of the Nominating & Corporate Governance Committee shall be available for engagement, upon reasonable request and subject to applicable legal restrictions, with holders of three percent (3%) or more of the Company's outstanding shares of common stock, regarding governance matters, Board composition, executive compensation, and other topics of stockholder interest. The General Counsel or his designee shall coordinate all such engagement activities.

(f) Annual Board and Committee Self-Evaluation. The Restated Guidelines formalize the annual board and committee self-evaluation process, providing that the Nominating & Corporate Governance Committee shall oversee an annual evaluation of the performance and effectiveness of the Board as a whole, each standing committee of the Board, and individual directors (as appropriate), and shall report the results of such evaluation to the full Board.

Section 9: Adoption of Conforming Bylaw Amendments

RESOLVED, that the following amendments to the Bylaws of Quorum Insurance Holdings Corp. (the "Bylaw Amendments") are hereby adopted, effective as of the date of these resolutions, December 11, 2025:

(a) Article III, Section 3.3 (Standing Committees). Section 3.3 of Article III of the Bylaws is hereby amended to provide for six (6) standing committees of the Board, updated from the current five (5) standing committees, to include the Technology & Cybersecurity Oversight Committee as a standing committee of the Board. As amended, Section 3.3 shall provide that the standing committees of the Board shall be: (i) the Audit Committee, (ii) the Compensation & Human Capital Committee, (iii) the Nominating & Corporate Governance Committee, (iv) the Risk Committee, (v) the Investment Committee, and (vi) the Technology & Cybersecurity Oversight Committee.

(b) Article III, Section 3.4 (Committee Appointments). Section 3.4 of Article III of the Bylaws is hereby amended to provide that appointments to each standing committee of the Board shall be made annually at the first regular meeting of the Board following the annual meeting of stockholders, or as soon as practicable thereafter. Such amendment clarifies the annual cadence for committee appointments and aligns the Bylaws with the committee appointment practices that the Board has followed in practice since 2018.

(c) Article IV, Section 4.2 (Officer Authority). Section 4.2 of Article IV of the Bylaws is hereby amended to include a cross-reference to the Delegation of Authority Matrix, as adopted and amended from time to time by the Board, as the governing document for dollar-threshold approvals and authority levels applicable to the officers of the Company. As amended, Section 4.2 shall provide that the authority of officers to bind the Company to financial commitments, approve transactions, and execute contracts shall be subject to the limitations and approval requirements set forth in the Delegation of Authority Matrix then in effect.

FURTHER RESOLVED, that the complete text of the amended Bylaw provisions is set forth in Exhibit J attached hereto and incorporated herein by this reference.

FURTHER RESOLVED, that the General Counsel is directed to prepare a fully conformed and restated version of the Company's Bylaws reflecting the Bylaw Amendments adopted hereby, and to maintain such conformed Bylaws in the Company's corporate records.

Section 10: Authorization of SEC Filings, NYSE Notifications, and Website Postings

RESOLVED, that the officers of the Company are hereby authorized and directed to take the following actions in connection with the public disclosure of the governance changes adopted by these resolutions:

(a) Form 8-K Filing. The officers shall prepare and file with the Securities and Exchange Commission (the "SEC") a Current Report on Form 8-K, reporting the comprehensive governance overhaul under Item 5.05 (Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics) and/or Item 8.01 (Other Events), as the officers determine to be appropriate under the circumstances. The anticipated filing date for such Form 8-K is December 15, 2025, and the officers shall use commercially reasonable efforts to complete the filing by such date.

(b) NYSE Notification. The officers shall provide notification to the NYSE of the governance changes adopted by these resolutions, in accordance with the requirements of the NYSE Listed Company Manual, including the filing of updated committee charters and governance documents as required. All updated committee charters shall be posted on the Company's corporate governance page on its website within five (5) business days of the date of adoption of these resolutions, in accordance with NYSE requirements.

(c) Annual CEO Certification. The Chief Executive Officer shall file the annual CEO certification of compliance with NYSE listing standards, to the extent required, within thirty (30) days of the adoption of these material governance changes, or at such other time as may be required by the NYSE Listed Company Manual.

(d) Website Updates. The officers shall cause the Company's investor relations website (www.quoruminsuranceholdings.com/governance) to be updated to reflect all governance documents adopted pursuant to these resolutions, including the posting of the restated committee charters, the Tech Committee Charter, the Restated Guidelines, and the amended Bylaws, in each case within five (5) business days of the date of these resolutions.

Section 11: Authorization of State Insurance Regulatory Filings

RESOLVED, that the officers of the Company are hereby authorized and directed to cause the Company and its regulated insurance subsidiaries to prepare and file all required or advisable regulatory filings with the applicable state insurance regulatory authorities in connection with the governance changes adopted by these resolutions, including, without limitation, the following:

(a) Connecticut — Form B (Holding Company Registration Statement). The officers shall cause Quorum Property & Casualty Insurance Company, as a domestic insurer under Connecticut law, to prepare and file an amended Form B (Insurance Holding Company System Registration Statement) with the Connecticut Department of Insurance, reflecting the material changes to the parent holding company's governance structure adopted pursuant to these resolutions. Such filing shall be completed in advance of the annual filing deadline of March 1, 2026, in accordance with Conn. Gen. Stat. § 38a-138.

(b) Texas — Informational Filings. The officers shall cause Lone Star Specialty Insurance Company, as a domestic insurer under Texas law, to prepare and file informational filings with the Texas Department of Insurance within thirty (30) days of the date of these resolutions, to the extent required or advisable under Texas Insurance Code Chapter 823 and related regulations, reflecting the governance changes adopted hereby.

(c) Ohio — Informational Filings. The officers shall cause Great Lakes Surety & Indemnity Co., as a domestic insurer under Ohio law, to prepare and file informational filings with the Ohio Department of Insurance within thirty (30) days of the date of these resolutions, to the extent required or advisable under Ohio Revised Code § 3901.32 et seq. and related regulations, reflecting the governance changes adopted hereby.

FURTHER RESOLVED, that the officers are hereby authorized to coordinate with Broadleaf Insurance Regulatory Consultants, LLC, through its Managing Director, Harold J. Emmerich, on the preparation, review, and filing of all regulatory submissions contemplated by this Section 11, and to engage such additional regulatory counsel or consultants as the officers may deem necessary or advisable in connection therewith.

Section 12: Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by the officers, directors, employees, and agents of the Company, and by Calderwood & Harkness LLP as outside governance counsel, in connection with the Governance Overhaul, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company. Without limiting the generality of the foregoing, the following specific actions are hereby ratified:

(a) the engagement of Calderwood & Harkness LLP pursuant to the engagement letter executed on September 5, 2025 (Engagement No. 1025-00005), and the payment or commitment to pay all fees and expenses incurred or to be incurred thereunder;

(b) the retention of Apex Proxy Advisors, Inc. for the preparation of the governance benchmarking report delivered on June 30, 2025, and the payment or commitment to pay all fees and expenses incurred or to be incurred in connection therewith;

(c) the retention of Broadleaf Insurance Regulatory Consultants, LLC for the provision of regulatory advisory services in connection with the Governance Overhaul, and the payment or commitment to pay all fees and expenses incurred or to be incurred in connection therewith;

(d) all committee workshops, document reviews, board memoranda, legal analyses, and other preparatory actions undertaken by the officers, directors, and advisors of the Company in furtherance of the Governance Overhaul; and

(e) all communications with the NYSE, the SEC, and state insurance regulatory authorities regarding the governance changes contemplated by these resolutions.

Section 13: General Authorization

RESOLVED, that Margaret A. Calloway (Chair of the Board & Chief Executive Officer), Dennis R. Okonkwo (General Counsel & Corporate Secretary), and Patricia Sung-Hee Lam (Chief Financial Officer), and each of them acting singly, are hereby authorized and empowered, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments, certificates, agreements, filings, notices, and other writings, and to take any and all actions, as any such officer may deem necessary, advisable, or appropriate to carry out the purposes and intent of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's determination that such document or action is necessary, advisable, or appropriate. The authority granted herein shall include, without limitation, the authority to execute amendments, supplements, and waivers, to make filings with governmental agencies, to pay fees and expenses, and to engage such additional advisors, consultants, and service providers as such officer may deem necessary or advisable.

FURTHER RESOLVED, that the authority granted herein shall include the authority to make non-material, ministerial, or conforming changes to any of the documents referenced in these resolutions prior to their public filing, posting, or distribution, including corrections to typographical errors, formatting adjustments, cross-reference updates, and other changes of a similar nature, provided that any such changes are consistent with the intent of the Board as expressed in these resolutions and do not alter the substantive rights, obligations, or authority levels set forth in the documents as adopted.

FURTHER RESOLVED, that these resolutions shall remain in full force and effect until amended, modified, or rescinded by subsequent action of the Board.

EXHIBIT LIST

The following exhibits are attached to and form a part of these resolutions:

Each exhibit is incorporated herein by reference as though fully set forth in these resolutions. In the event of any conflict between the body of these resolutions and the text of any exhibit, the text of the applicable exhibit shall control with respect to the substantive provisions of the document set forth therein.

CERTIFICATION

SECRETARY'S CERTIFICATE

I, Dennis R. Okonkwo, hereby certify that I am the duly appointed, qualified, and acting General Counsel and Corporate Secretary of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company"), and that, in such capacity, I have custody of the corporate records, minute books, and seal of the Company.

I further certify that the foregoing resolutions are a true, correct, and complete copy of resolutions duly adopted by the Board of Directors of the Company at a regular meeting of the Board held on December 11, 2025, at the Company's principal executive offices located at 280 Asylum Street, Suite 2200, Hartford, Connecticut 06103. I further certify that:

1. Due and proper notice of such meeting was given to all directors in accordance with the Company's Bylaws and applicable law.

2. A quorum of directors was present in person or by means of remote communication and acting throughout the entirety of the meeting.

3. The foregoing resolutions were adopted by the unanimous vote of all directors present and voting at the meeting.

4. Such resolutions have not been amended, modified, rescinded, or revoked, and remain in full force and effect as of the date of this certificate.

RESOLUTIONS OF THE BOARD OF DIRECTORS
OF QUORUM INSURANCE HOLDINGS CORP.
Adopted at a Regular Meeting Held on December 11, 2025
DRAFT — FOR ADOPTION
Right-click to update Table of Contents
PREAMBLE
At a duly called and convened regular meeting of the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "QIH"), held on December 11, 2025, commencing at 9:00 a.m. Eastern Time at the Company's principal executive offices located at 280 Asylum Street, Suite 2200, Hartford, Connecticut 06103, with a quorum of directors present in person or by means of remote communication and acting throughout the entirety of the proceedings, the following resolutions were unanimously adopted.
Margaret A. Calloway, Chair of the Board and Chief Executive Officer, presided over the meeting in her capacity as Chair. Dennis R. Okonkwo, General Counsel and Corporate Secretary of the Company, served as Secretary of the meeting and was responsible for the preparation and maintenance of the official minutes of the proceedings.
The following eleven (11) directors, constituting the full Board, were present and participated throughout the meeting:
1.  Margaret A. Calloway — Chair of the Board & Chief Executive Officer
2.  Arthur J. Pennington — Lead Independent Director
3.  Dr. Lilian Fong-Archer — Independent Director
4.  Raymond T. Huerta — Independent Director
5.  Claudia M. Severin — Independent Director
6.  Jonathan K. Whitmore — Independent Director
7.  Priya Narasimhan — Independent Director
8.  Victor L. Andrade — Independent Director
9.  Susan B. Trautman — Independent Director
10.  Dexter W. Ng — Independent Director
11.  Camille R. DuPont — Director
No directors were absent. The Secretary confirmed that proper notice of the meeting had been given to each director in accordance with the Company's Bylaws and applicable law, and that a quorum existed for the transaction of business throughout the meeting.
After due deliberation and discussion of each matter presented, and upon motion duly made and seconded, the following recitals were noted and the following resolutions were unanimously adopted:
RECITALS
A. Corporate Authority
WHEREAS, the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated under Delaware File Number 4927361, and assigned Employer Identification Number 27-4831956 by the Internal Revenue Service; and
WHEREAS, the Company's common stock, par value $0.01 per share, is listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "QIHC," and the Company is therefore subject to the listing standards and corporate governance requirements set forth in the NYSE Listed Company Manual; and
WHEREAS, pursuant to Section 141(a) of the Delaware General Corporation Law (the "DGCL"), the business and affairs of the Company shall be managed by or under the direction of the Board, except as otherwise provided in the DGCL or in the Company's Certificate of Incorporation; and
WHEREAS, pursuant to DGCL § 141(c), the Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Company, and may delegate to any such committee, to the extent provided in the resolution of designation or in the Bylaws of the Company, any of the powers and authority of the Board in the management of the business and affairs of the Company, except to the extent that such delegation is otherwise limited by the DGCL; and
WHEREAS, the Board recognizes that the proper exercise of its fiduciary duties to the Company and its stockholders requires the establishment of robust governance structures, clear lines of authority and delegation, and committee charters that reflect current legal requirements, regulatory expectations, and best practices in corporate governance;
B. Existing Governance Framework
WHEREAS, the Board originally adopted charters for five (5) standing committees — the Audit Committee, the Compensation & Human Capital Committee (formerly the Compensation Committee), the Nominating & Corporate Governance Committee, the Risk Committee, and the Investment Committee — on February 12, 2016, in connection with the Company's initial public offering and NYSE listing; and
WHEREAS, targeted amendments to certain of these committee charters were adopted by the Board on March 20, 2019, primarily to address changes in SEC disclosure requirements and NYSE listing standards that became effective in 2018 and early 2019, and additional targeted amendments were adopted on June 14, 2021, to incorporate, among other things, human capital management oversight responsibilities and updated compensation consultant independence standards; and
WHEREAS, the Company's Delegation of Authority Matrix (the "DOA Matrix"), which establishes the dollar-value thresholds and approval levels for various categories of corporate transactions and commitments, was last comprehensively updated on October 6, 2017, with an interim amendment adopted on April 22, 2020, limited solely to an adjustment of claims-payment authority thresholds for the Company's subsidiary, Lone Star Specialty Insurance Company, in response to increased claims frequency and severity associated with the COVID-19 pandemic; and
WHEREAS, the Company's Corporate Governance Guidelines and Bylaws have been in effect since the Company's initial public offering, with periodic amendments adopted from time to time, most recently prior to the actions contemplated by these resolutions; and
WHEREAS, notwithstanding the foregoing periodic amendments, no comprehensive, holistic review and restatement of the Company's complete governance documentation framework has been undertaken since the original adoption of such documents in 2016;
C. Triggering Events and Need for Overhaul
WHEREAS, Garrett & Whitfield LLP, the Company's independent registered public accounting firm, issued a management letter dated March 14, 2025, in connection with its audit of the Company's consolidated financial statements for the fiscal year ended December 31, 2024 (the "FY 2024 Audit"), which management letter identified three governance-related observations warranting the Board's attention:
(1) inconsistent dollar thresholds between the parent-level DOA Matrix and the subsidiary-level authorities in effect at the Company's operating insurance subsidiaries, resulting in certain transactions at the subsidiary level being executed at authority levels that did not correspond to, and in some cases exceeded, the thresholds contemplated by the parent-level DOA Matrix;
(2) the absence of a formal Technology & Information Security Committee charter at the Board level, notwithstanding that the Board had been conducting ad hoc board-level discussions regarding cybersecurity oversight since 2023 in response to increasing cyber threat activity affecting the insurance industry; and
(3) claims-settlement authorities for Lone Star Specialty Insurance Company that, in at least four instances during FY 2024, exceeded the thresholds approved by the Board pursuant to the April 22, 2020 interim amendment to the DOA Matrix, without documented ratification or approval by the Board or any committee thereof;
and
WHEREAS, Veltrano Institutional Partners, LP ("Veltrano"), the Company's largest institutional stockholder, holding approximately 8.3% of the Company's issued and outstanding shares of common stock as of June 18, 2025, submitted a letter dated June 18, 2025, addressed to Arthur J. Pennington in his capacity as Lead Independent Director, urging enhanced governance documentation and disclosure, including the adoption of a standalone technology and cybersecurity oversight committee charter, the updating of delegation-of-authority thresholds to reflect the Company's growth since 2016, and improved transparency regarding the Board's governance practices in the Company's annual proxy statement; and
WHEREAS, Apex Proxy Advisors, Inc. ("Apex"), an independent proxy advisory and governance consulting firm, delivered a governance benchmarking report dated June 30, 2025 (the "Apex Report"), prepared at the Company's request, comparing the Company's governance practices to those of a peer group of fourteen (14) publicly traded insurance holding companies with comparable market capitalization and business mix, and the Apex Report found, among other things, that:
(a) eleven (11) of fourteen (14) peer companies had adopted a standalone technology/cybersecurity committee charter or had added explicit cybersecurity oversight provisions to an existing committee charter within the prior twenty-four (24) months;
(b) twelve (12) of fourteen (14) peer companies had updated their delegation-of-authority matrices within the prior twenty-four (24) months;
(c) the Company's existing committee charter language did not reflect certain of the 2024 amendments to NYSE Listed Company Manual Section 303A, including amendments relating to clawback policy administration and enhanced audit committee responsibilities; and
(d) the Company's corporate governance guidelines lagged peer practices in several areas, including director overboarding limits, mandatory retirement age provisions, and shareholder engagement protocols;
and
WHEREAS, on July 22, 2025, the Board, after receiving presentations from management and discussing the management letter observations, the Veltrano letter, and the Apex Report, authorized the Company's management to undertake a comprehensive governance overhaul project (the "Governance Overhaul") encompassing the restatement of all existing committee charters, the creation of a new Technology & Cybersecurity Oversight Committee charter, a comprehensive overhaul of the DOA Matrix, the amendment and restatement of the Corporate Governance Guidelines, and conforming amendments to the Company's Bylaws;
D. Engagement of Outside Counsel
WHEREAS, following a competitive process in which the Company, through the office of the General Counsel, issued a request for proposals to three nationally recognized law firms on August 15, 2025, the Company selected and engaged Calderwood & Harkness LLP ("C&H"), with offices at 1585 Broadway, 34th Floor, New York, New York 10036, pursuant to an engagement letter executed on September 5, 2025 (Engagement No. 1025-00005), to serve as outside governance counsel for the Governance Overhaul; and
WHEREAS, the scope of C&H's engagement encompassed: (i) conducting a comprehensive review and gap analysis of all existing committee charters against current legal requirements, listing standards, and peer practices; (ii) preparing amended and restated versions of all five existing committee charters; (iii) drafting a charter for a new Technology & Cybersecurity Oversight Committee; (iv) overhauling the DOA Matrix at both the parent and subsidiary levels; (v) preparing an amended and restated version of the Corporate Governance Guidelines; (vi) drafting conforming amendments to the Company's Bylaws; and (vii) providing related Delaware law and NYSE compliance analysis;
E. Review Process and Committee Input
WHEREAS, C&H delivered an initial gap analysis memorandum to the General Counsel and the Chair of the Nominating & Corporate Governance Committee on October 3, 2025, identifying fifty-seven (57) discrete items requiring amendment, addition, or deletion across the totality of the Company's governance documentation; and
WHEREAS, C&H thereafter conducted individual workshops with each standing committee of the Board to review and discuss proposed changes to the respective committee charters and related governance documents, as follows:
•  Nominating & Corporate Governance Committee workshop: October 17, 2025
•  Audit Committee workshop: November 7, 2025
•  Risk Committee workshop: November 10, 2025
•  Compensation & Human Capital Committee workshop: November 12, 2025
•  Investment Committee workshop: November 14, 2025
and
WHEREAS, C&H delivered a Delaware law memorandum on November 18, 2025, addressed to the Board and the General Counsel, analyzing the scope and limits of board delegation authority under DGCL §§ 141(a), 141(c), and 142, and confirming that the proposed delegation structure set forth in the revised DOA Matrix and committee charters is consistent with Delaware law; and
WHEREAS, C&H delivered revised drafts of all governance documents, incorporating committee feedback received during the workshops, on November 21, 2025, and thereafter delivered a comprehensive draft board memorandum on November 25, 2025 (the "Board Memorandum"), summarizing all proposed changes and providing a section-by-section analysis of each document; and
WHEREAS, C&H delivered final execution versions of all governance documents on December 1, 2025, and the complete governance overhaul package, including the Board Memorandum, all exhibit documents, and redline comparisons against existing documents, was circulated to all directors on December 3, 2025, providing each director with not less than eight (8) calendar days for review prior to the meeting;
F. Regulatory and Listing Considerations
WHEREAS, the Company, directly and through its regulated insurance subsidiaries — Quorum Property & Casualty Insurance Company (NAIC No. 38472, domiciled in Connecticut), Lone Star Specialty Insurance Company (NAIC No. 41359, domiciled in Texas), and Great Lakes Surety & Indemnity Co. (NAIC No. 29814, domiciled in Ohio) — is subject to the insurance holding company act requirements and related regulations of the State of Connecticut (Conn. Gen. Stat. § 38a-129 et seq.), the State of Texas (Tex. Ins. Code Ch. 823), and the State of Ohio (Ohio Rev. Code § 3901.32 et seq.), and the Board has been advised by Broadleaf Insurance Regulatory Consultants, LLC ("Broadleaf"), through its Managing Director, Harold J. Emmerich, regarding the regulatory filing implications of the governance changes contemplated by these resolutions; and
WHEREAS, the Company, as an NYSE-listed company, is subject to the listing standards set forth in the NYSE Listed Company Manual, including Sections 303A.01 through 303A.14, encompassing requirements related to board and committee independence, committee charter content and disclosure, audit committee composition and financial expertise, compensation committee independence and authority, clawback policy adoption and administration (NYSE Rule 303A.14, implementing SEC Rule 10D-1), and related corporate governance matters; and
WHEREAS, the Board has been advised by C&H that the governance documents proposed for adoption are consistent with, and in certain respects exceed, the requirements of the applicable NYSE listing standards and SEC rules;
G. Board Determination
WHEREAS, the Board has reviewed the Board Memorandum dated December 1, 2025, the proposed amended and restated committee charters for all five existing standing committees (Exhibits A through E), the proposed charter for the new Technology & Cybersecurity Oversight Committee (Exhibit F), the revised DOA Matrix (Exhibit G), the Model Subsidiary Delegation of Authority Matrix Template (Exhibit H), the Amended & Restated Corporate Governance Guidelines (Exhibit I), and the proposed conforming bylaw amendments (Exhibit J), and has had the opportunity to ask questions of, and receive answers from, the General Counsel, representatives of C&H, and representatives of Broadleaf; and
WHEREAS, the Board, after careful deliberation and in the exercise of its business judgment, has determined that the adoption of the governance measures set forth in these resolutions is in the best interests of the Company and its stockholders;
NOW, THEREFORE, BE IT:
RESOLVING CLAUSES
Section 1: Adoption of Restated Audit Committee Charter
RESOLVED, that the Amended and Restated Charter of the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Audit Committee Charter"), in the form attached hereto as Exhibit A and incorporated herein by this reference, is hereby adopted in its entirety, effective as of the date of these resolutions, December 11, 2025.
FURTHER RESOLVED, that the Restated Audit Committee Charter hereby supersedes and replaces in its entirety the prior Audit Committee Charter as originally adopted on February 12, 2016, and as subsequently amended on March 20, 2019, and June 14, 2021, and all prior versions thereof shall be of no further force or effect.
FURTHER RESOLVED, that the Board notes and approves the following key substantive changes incorporated in the Restated Audit Committee Charter:
(a) the addition of explicit enterprise risk management ("ERM") oversight responsibility, providing that the Audit Committee shall review and discuss with management and the Company's Chief Risk Officer the Company's ERM framework, including the identification, assessment, and mitigation of material financial and operational risks, and shall coordinate with the Risk Committee to avoid duplication of oversight responsibilities;
(b) the addition of clawback-policy administration provisions, reflecting the requirements of SEC Rule 10D-1 and NYSE Rule 303A.14, providing that the Audit Committee shall oversee the administration of the Company's Compensation Clawback Policy, including making determinations regarding the recovery of erroneously awarded incentive-based compensation in the event of a financial restatement;
(c) the addition of a mandatory annual committee self-evaluation requirement, providing that the Audit Committee shall conduct an annual self-assessment of its performance and effectiveness and report the results to the Board through the Nominating & Corporate Governance Committee;
(d) the inclusion of a detailed coordination protocol with the Risk Committee, specifying the allocation of responsibilities between the two committees with respect to risk oversight matters and establishing a framework for joint sessions as warranted; and
(e) the updating of all charter provisions to reflect current SEC rules, NYSE listing standards, and PCAOB requirements applicable to audit committee operations.
FURTHER RESOLVED, that Dr. Lilian Fong-Archer shall continue to serve as Chair of the Audit Committee. The Board hereby confirms, based upon its review of Dr. Fong-Archer's qualifications, experience, and background, that Dr. Fong-Archer qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K promulgated by the SEC and satisfies the financial expertise requirements set forth in Section 303A.07 of the NYSE Listed Company Manual.
Section 2: Adoption of Restated Compensation & Human Capital Committee Charter
RESOLVED, that the Amended and Restated Charter of the Compensation & Human Capital Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Compensation & Human Capital Committee Charter"), in the form attached hereto as Exhibit B and incorporated herein by this reference, is hereby adopted in its entirety, effective as of the date of these resolutions, December 11, 2025.
FURTHER RESOLVED, that the Restated Compensation & Human Capital Committee Charter hereby supersedes and replaces in its entirety the prior Compensation & Human Capital Committee Charter as originally adopted on February 12, 2016, and as subsequently amended on June 14, 2021, and all prior versions thereof shall be of no further force or effect.
FURTHER RESOLVED, that the Board notes and approves the following key substantive changes incorporated in the Restated Compensation & Human Capital Committee Charter:
(a) the addition of express authority for the Compensation & Human Capital Committee to retain and terminate independent compensation consultants, legal counsel, and other advisors without obtaining further approval from the Board, consistent with the requirements of Section 303A.05(c) of the NYSE Listed Company Manual and Rule 10C-1 under the Securities Exchange Act of 1934, as amended, and the Company shall provide appropriate funding for the payment of reasonable compensation to any such consultant, counsel, or advisor retained by the Committee;
(b) the addition of substantive human-capital-management oversight language, providing that the Committee shall oversee the Company's human capital strategy, including workforce planning and talent acquisition, leadership development and succession planning below the executive officer level, diversity, equity, and inclusion ("DEI") programs and metrics, employee engagement and retention, and culture and organizational health initiatives;
(c) the addition of a mandatory annual committee self-evaluation requirement, consistent with the self-evaluation provisions adopted in the other restated charters; and
(d) the updating of all charter provisions to reflect current SEC rules, NYSE listing standards, and best practices regarding compensation committee operations and independence.
FURTHER RESOLVED, that Claudia M. Severin shall continue to serve as Chair of the Compensation & Human Capital Committee.
Section 3: Adoption of Restated Nominating & Corporate Governance Committee Charter
RESOLVED, that the Amended and Restated Charter of the Nominating & Corporate Governance Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Nominating & Corporate Governance Committee Charter"), in the form attached hereto as Exhibit C and incorporated herein by this reference, is hereby adopted in its entirety, effective as of the date of these resolutions, December 11, 2025.
FURTHER RESOLVED, that the Restated Nominating & Corporate Governance Committee Charter hereby supersedes and replaces in its entirety the prior Nominating & Corporate Governance Committee Charter as originally adopted on February 12, 2016, and as subsequently amended on March 20, 2019, and all prior versions thereof shall be of no further force or effect.
FURTHER RESOLVED, that the Board notes and approves the following key substantive changes incorporated in the Restated Nominating & Corporate Governance Committee Charter:
(a) the addition of environmental, social, and governance ("ESG") and sustainability oversight responsibilities, providing that the Committee shall oversee the Company's ESG strategy, policies, and disclosures, monitor emerging ESG regulatory requirements and stakeholder expectations, and review the Company's annual ESG or sustainability report prior to publication;
(b) the addition of a director skills-matrix requirement, providing that the Committee shall develop and annually update a matrix of skills, experiences, and attributes deemed important for Board service, taking into account the Company's strategic direction, risk profile, and regulatory environment, and shall use such matrix in evaluating director candidates and assessing Board composition;
(c) the addition of a shareholder-engagement protocol, providing that the Lead Independent Director and the Chair of the Nominating & Corporate Governance Committee shall be available for engagement, upon reasonable request, with holders of three percent (3%) or more of the Company's outstanding shares of common stock, regarding governance matters, director qualifications, and other topics within the Committee's purview;
(d) the addition of board-refreshment oversight provisions, providing that the Committee shall periodically assess the composition, tenure, and diversity of the Board and shall make recommendations to the Board regarding director succession planning, retirement policies, and board size; and
(e) the updating of all charter provisions to reflect current SEC rules, NYSE listing standards, and evolving best practices in corporate governance.
FURTHER RESOLVED, that Arthur J. Pennington shall continue to serve as Chair of the Nominating & Corporate Governance Committee and as Lead Independent Director of the Board.
Section 4: Adoption of Restated Risk Committee Charter
RESOLVED, that the Amended and Restated Charter of the Risk Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Risk Committee Charter"), in the form attached hereto as Exhibit D and incorporated herein by this reference, is hereby adopted in its entirety, effective as of the date of these resolutions, December 11, 2025.
FURTHER RESOLVED, that the Restated Risk Committee Charter hereby supersedes and replaces in its entirety the prior Risk Committee Charter as originally adopted on February 12, 2016, which had not been substantively amended since its original adoption, and all prior versions thereof shall be of no further force or effect.
FURTHER RESOLVED, that the Board notes and approves the following key substantive changes incorporated in the Restated Risk Committee Charter:
(a) the addition of insurance-specific risk oversight categories, providing that the Committee shall have primary responsibility for oversight of reserving risk (including the adequacy of loss and loss adjustment expense reserves), reinsurance risk (including the Company's reinsurance program structure, counterparty credit risk, and treaty and facultative placement strategies), and catastrophe exposure risk (including the Company's probable maximum loss analyses, catastrophe models, and aggregate exposure management);
(b) the addition of detailed coordination protocols with the Audit Committee and the newly established Technology & Cybersecurity Oversight Committee, specifying the allocation of risk oversight responsibilities among the three committees and establishing a framework for joint sessions and information sharing, to ensure comprehensive risk oversight without material gaps or duplicative effort;
(c) the addition of a mandatory annual committee self-evaluation requirement, consistent with the self-evaluation provisions adopted in the other restated charters; and
(d) the updating of all charter provisions to reflect current regulatory expectations, industry best practices, and the Company's evolved risk profile, including risks arising from climate change, geopolitical instability, and the evolving cyber threat landscape.
FURTHER RESOLVED, that Raymond T. Huerta shall continue to serve as Chair of the Risk Committee.
Section 5: Adoption of Restated Investment Committee Charter
RESOLVED, that the Amended and Restated Charter of the Investment Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Investment Committee Charter"), in the form attached hereto as Exhibit E and incorporated herein by this reference, is hereby adopted in its entirety, effective as of the date of these resolutions, December 11, 2025.
FURTHER RESOLVED, that the Restated Investment Committee Charter hereby supersedes and replaces in its entirety the prior Investment Committee Charter as originally adopted on February 12, 2016, which had not been substantively amended since its original adoption, and all prior versions thereof shall be of no further force or effect.
FURTHER RESOLVED, that the Board notes and approves the following key substantive changes incorporated in the Restated Investment Committee Charter:
(a) the updating of investment-policy delegation thresholds to reflect the growth in the Company's investment portfolio, specifically increasing the single-issuer exposure limit subject to management authority from fifty million dollars ($50,000,000) to seventy-five million dollars ($75,000,000), which increase reflects the approximately 46.4% growth in total invested assets from $11.2 billion as of December 31, 2016 to $16.4 billion as of December 31, 2024, and maintains a single-issuer threshold at approximately 0.46% of total invested assets, comparable to the original ratio at the time of adoption;
(b) the addition of ESG integration provisions in investment strategy, providing that the Committee shall oversee the incorporation of ESG factors into the Company's investment analysis and decision-making processes, consistent with the Committee's fiduciary responsibilities and the Company's investment policy statement, and shall receive periodic reports from management regarding ESG integration in the investment portfolio;
(c) the addition of a reporting and coordination protocol with the Risk Committee, providing that the Committee shall coordinate with the Risk Committee on matters relating to investment risk, including credit risk, interest rate risk, liquidity risk, and concentration risk, and shall provide periodic reports to the Risk Committee regarding investment portfolio risk metrics; and
(d) the updating of all charter provisions to reflect current regulatory requirements applicable to insurance company investments, including applicable state investment statutes and NAIC model investment law provisions.
FURTHER RESOLVED, that Jonathan K. Whitmore shall continue to serve as Chair of the Investment Committee.
Section 6: Adoption of New Technology & Cybersecurity Oversight Committee Charter
RESOLVED, that the Board hereby establishes a sixth standing committee of the Board, to be known as the Technology & Cybersecurity Oversight Committee (the "Tech Committee"), and adopts the Charter of the Technology & Cybersecurity Oversight Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Tech Committee Charter"), in the form attached hereto as Exhibit F and incorporated herein by this reference, effective as of the date of these resolutions, December 11, 2025.
FURTHER RESOLVED, that the Tech Committee shall be composed of a minimum of three (3) directors, each of whom, except as otherwise provided in the Tech Committee Charter, shall satisfy the independence requirements of the NYSE listing standards and applicable SEC rules. At least one (1) member of the Tech Committee shall possess cybersecurity or technology expertise, as defined in Section 3.2 of the Tech Committee Charter, which expertise may be demonstrated through professional experience in information technology, cybersecurity, data science, or related fields, relevant industry certifications, academic qualifications, or a combination thereof.
FURTHER RESOLVED, that the following directors are hereby appointed as the initial members of the Tech Committee, effective as of the date of these resolutions:
•  Priya Narasimhan — Chair. The Board notes that Ms. Narasimhan possesses cybersecurity and technology expertise within the meaning of Section 3.2 of the Tech Committee Charter, based upon her twenty-year career in enterprise technology and cybersecurity, including her current service as Chief Technology Officer of Sentinel Digital Infrastructure, Inc. and her prior service as Vice President of Information Security at Meridian Financial Group.
•  Victor L. Andrade — Member. The Board notes that Mr. Andrade brings relevant experience to the Tech Committee through his service on the technology advisory board of the National Association of Insurance Commissioners and his oversight of technology transformation initiatives during his tenure as Chief Operating Officer of Atlantic Coast Insurance Group.
•  Camille R. DuPont — Non-Voting Advisory Member (management director). Ms. DuPont, as a management director who does not satisfy the independence requirements for standing committee membership, shall serve in a non-voting advisory capacity, providing the Tech Committee with management perspective and operational context. Ms. DuPont's participation shall not be counted for quorum purposes.
FURTHER RESOLVED, that the primary areas of oversight responsibility of the Tech Committee shall include, without limitation:
(a) the Company's cybersecurity program, including cybersecurity risk identification and assessment, the adequacy and effectiveness of cybersecurity controls and defenses, cybersecurity incident preparedness and response capabilities, and compliance with applicable cybersecurity laws, regulations, and industry standards (including the SEC's cybersecurity disclosure rules adopted in 2023 and applicable state insurance cybersecurity regulations);
(b) the Company's information technology strategy, including technology infrastructure, digital transformation initiatives, and technology investment priorities;
(c) data privacy and data governance, including compliance with applicable data protection laws and regulations;
(d) insurtech initiatives and innovation, including the Company's adoption and deployment of emerging technologies in its insurance operations;
(e) artificial intelligence governance, including the Company's use of AI and machine learning in underwriting, claims, and other business processes, and the ethical, legal, and regulatory implications thereof;
(f) third-party technology risk, including the management of risks arising from the Company's reliance on third-party technology vendors, cloud service providers, and outsourced technology functions; and
(g) incident response, including the review and assessment of the Company's incident response plans and the Committee's role in overseeing management's response to material cybersecurity incidents.
FURTHER RESOLVED, that the Tech Committee shall provide quarterly reports to the full Board regarding its activities, findings, and recommendations, and shall coordinate with the Risk Committee and the Audit Committee in accordance with the inter-committee coordination protocols set forth in their respective restated charters and in the Tech Committee Charter, to ensure comprehensive and coherent oversight of technology and cybersecurity risks across all relevant Board committees.
Section 7: Approval of Revised Delegation of Authority Matrix
RESOLVED, that the revised Delegation of Authority Matrix for Quorum Insurance Holdings Corp. at the parent/holding-company level (the "Revised DOA Matrix"), in the form attached hereto as Exhibit G and incorporated herein by this reference, is hereby approved and adopted in its entirety, effective as of the date of these resolutions, December 11, 2025.
FURTHER RESOLVED, that the Revised DOA Matrix hereby supersedes and replaces in its entirety the prior Delegation of Authority Matrix as adopted on October 6, 2017, and as amended on April 22, 2020, and all prior versions thereof shall be of no further force or effect.
FURTHER RESOLVED, that the Board notes and approves the following key threshold changes incorporated in the Revised DOA Matrix, each of which was determined following a review of peer practices, the Company's growth trajectory, operational needs, and risk tolerance:
FURTHER RESOLVED, that the Board notes the addition of Technology/IT Spending as a standalone category in the Revised DOA Matrix, segregated from the general Capital Expenditures category, reflecting the increasing significance of technology investments to the Company's operations and the establishment of the Tech Committee as a dedicated oversight body for technology matters.
FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to cause each operating subsidiary of the Company — including, without limitation, the following entities:
(a) Quorum Property & Casualty Insurance Company (NAIC No. 38472), a Connecticut-domiciled property and casualty insurance company;
(b) Lone Star Specialty Insurance Company (NAIC No. 41359), a Texas-domiciled specialty insurance company;
(c) Great Lakes Surety & Indemnity Co. (NAIC No. 29814), an Ohio-domiciled surety and indemnity company;
(d) Quorum MGA Services, LLC, a Delaware limited liability company serving as the Company's managing general agent; and
(e) Vantage Digital Insurance Solutions, Inc., a Delaware corporation operating the Company's digital insurance distribution platform;
to adopt a subsidiary-level delegation of authority matrix consistent with the Model Subsidiary Delegation of Authority Matrix Template attached hereto as Exhibit H (the "Subsidiary DOA Template"), within sixty (60) calendar days of the date of these resolutions (i.e., no later than February 9, 2026). Each subsidiary-level DOA matrix shall be tailored to the specific operations, regulatory environment, and risk profile of the applicable subsidiary, provided that in no event shall any subsidiary-level authority threshold exceed the corresponding parent-level threshold set forth in the Revised DOA Matrix without the prior written approval of the parent Company's CEO and, where required, the Board or the applicable Board committee.
FURTHER RESOLVED, that the General Counsel shall report to the Board at its next regularly scheduled meeting on the status of subsidiary-level DOA matrix adoption and any material deviations from the Subsidiary DOA Template.
Section 8: Adoption of Amended & Restated Corporate Governance Guidelines
RESOLVED, that the Amended & Restated Corporate Governance Guidelines of Quorum Insurance Holdings Corp. (the "Restated Guidelines"), in the form attached hereto as Exhibit I and incorporated herein by this reference, are hereby adopted in their entirety, effective as of the date of these resolutions, December 11, 2025.
FURTHER RESOLVED, that the Restated Guidelines hereby supersede and replace in their entirety the prior Corporate Governance Guidelines of the Company, and all prior versions thereof shall be of no further force or effect.
FURTHER RESOLVED, that the Board notes and approves the following key amendments incorporated in the Restated Guidelines:
(a) Mandatory Retirement Age. The Restated Guidelines establish a mandatory retirement age of seventy-five (75) years for all directors. No director who has attained the age of seventy-five (75) shall be nominated for re-election to the Board, unless the Board, upon the recommendation of the Nominating & Corporate Governance Committee, determines that exceptional circumstances warrant a waiver of this requirement for a period not to exceed one (1) additional term.
(b) Tenure Limit for Independent Directors. The Restated Guidelines establish a tenure limit of fifteen (15) years for independent directors, commencing from the date of such director's initial election or appointment to the Board. An independent director who has served for fifteen (15) consecutive years shall not be nominated for re-election, unless the Board, upon the recommendation of the Nominating & Corporate Governance Committee, determines that exceptional circumstances warrant a waiver of this requirement for a period not to exceed one (1) additional term.
(c) Director Overboarding Policy. The Restated Guidelines establish the following limitations on outside board service: (i) independent directors are limited to service on a total of four (4) public-company boards, including service on the Board of the Company; and (ii) the Chief Executive Officer of the Company is limited to service on a total of two (2) public-company boards, including service on the Board of the Company. Directors who exceed these limits at the time of adoption of the Restated Guidelines shall have a transition period of twelve (12) months to come into compliance.
(d) Majority Voting Standard. The Restated Guidelines adopt a majority voting standard for uncontested director elections, replacing the existing plurality voting standard. Under the majority voting standard, in an uncontested election, a director nominee shall be elected to the Board only if the number of votes cast "for" such nominee exceeds the number of votes cast "against" such nominee. In a contested election, the plurality voting standard shall continue to apply. The Restated Guidelines further provide that any incumbent director nominee who fails to receive a majority of votes cast in an uncontested election shall promptly tender his or her resignation to the Board, and the Nominating & Corporate Governance Committee shall recommend to the Board whether to accept or reject such resignation.
(e) Shareholder Engagement Protocol. The Restated Guidelines formalize a shareholder engagement protocol, providing that the Lead Independent Director and the Chair of the Nominating & Corporate Governance Committee shall be available for engagement, upon reasonable request and subject to applicable legal restrictions, with holders of three percent (3%) or more of the Company's outstanding shares of common stock, regarding governance matters, Board composition, executive compensation, and other topics of stockholder interest. The General Counsel or his designee shall coordinate all such engagement activities.
(f) Annual Board and Committee Self-Evaluation. The Restated Guidelines formalize the annual board and committee self-evaluation process, providing that the Nominating & Corporate Governance Committee shall oversee an annual evaluation of the performance and effectiveness of the Board as a whole, each standing committee of the Board, and individual directors (as appropriate), and shall report the results of such evaluation to the full Board.
Section 9: Adoption of Conforming Bylaw Amendments
RESOLVED, that the following amendments to the Bylaws of Quorum Insurance Holdings Corp. (the "Bylaw Amendments") are hereby adopted, effective as of the date of these resolutions, December 11, 2025:
(a) Article III, Section 3.3 (Standing Committees). Section 3.3 of Article III of the Bylaws is hereby amended to provide for six (6) standing committees of the Board, updated from the current five (5) standing committees, to include the Technology & Cybersecurity Oversight Committee as a standing committee of the Board. As amended, Section 3.3 shall provide that the standing committees of the Board shall be: (i) the Audit Committee, (ii) the Compensation & Human Capital Committee, (iii) the Nominating & Corporate Governance Committee, (iv) the Risk Committee, (v) the Investment Committee, and (vi) the Technology & Cybersecurity Oversight Committee.
(b) Article III, Section 3.4 (Committee Appointments). Section 3.4 of Article III of the Bylaws is hereby amended to provide that appointments to each standing committee of the Board shall be made annually at the first regular meeting of the Board following the annual meeting of stockholders, or as soon as practicable thereafter. Such amendment clarifies the annual cadence for committee appointments and aligns the Bylaws with the committee appointment practices that the Board has followed in practice since 2018.
(c) Article IV, Section 4.2 (Officer Authority). Section 4.2 of Article IV of the Bylaws is hereby amended to include a cross-reference to the Delegation of Authority Matrix, as adopted and amended from time to time by the Board, as the governing document for dollar-threshold approvals and authority levels applicable to the officers of the Company. As amended, Section 4.2 shall provide that the authority of officers to bind the Company to financial commitments, approve transactions, and execute contracts shall be subject to the limitations and approval requirements set forth in the Delegation of Authority Matrix then in effect.
FURTHER RESOLVED, that the complete text of the amended Bylaw provisions is set forth in Exhibit J attached hereto and incorporated herein by this reference.
FURTHER RESOLVED, that the General Counsel is directed to prepare a fully conformed and restated version of the Company's Bylaws reflecting the Bylaw Amendments adopted hereby, and to maintain such conformed Bylaws in the Company's corporate records.
Section 10: Authorization of SEC Filings, NYSE Notifications, and Website Postings
RESOLVED, that the officers of the Company are hereby authorized and directed to take the following actions in connection with the public disclosure of the governance changes adopted by these resolutions:
(a) Form 8-K Filing. The officers shall prepare and file with the Securities and Exchange Commission (the "SEC") a Current Report on Form 8-K, reporting the comprehensive governance overhaul under Item 5.05 (Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics) and/or Item 8.01 (Other Events), as the officers determine to be appropriate under the circumstances. The anticipated filing date for such Form 8-K is December 15, 2025, and the officers shall use commercially reasonable efforts to complete the filing by such date.
(b) NYSE Notification. The officers shall provide notification to the NYSE of the governance changes adopted by these resolutions, in accordance with the requirements of the NYSE Listed Company Manual, including the filing of updated committee charters and governance documents as required. All updated committee charters shall be posted on the Company's corporate governance page on its website within five (5) business days of the date of adoption of these resolutions, in accordance with NYSE requirements.
(c) Annual CEO Certification. The Chief Executive Officer shall file the annual CEO certification of compliance with NYSE listing standards, to the extent required, within thirty (30) days of the adoption of these material governance changes, or at such other time as may be required by the NYSE Listed Company Manual.
(d) Website Updates. The officers shall cause the Company's investor relations website (www.quoruminsuranceholdings.com/governance) to be updated to reflect all governance documents adopted pursuant to these resolutions, including the posting of the restated committee charters, the Tech Committee Charter, the Restated Guidelines, and the amended Bylaws, in each case within five (5) business days of the date of these resolutions.
Section 11: Authorization of State Insurance Regulatory Filings
RESOLVED, that the officers of the Company are hereby authorized and directed to cause the Company and its regulated insurance subsidiaries to prepare and file all required or advisable regulatory filings with the applicable state insurance regulatory authorities in connection with the governance changes adopted by these resolutions, including, without limitation, the following:
(a) Connecticut — Form B (Holding Company Registration Statement). The officers shall cause Quorum Property & Casualty Insurance Company, as a domestic insurer under Connecticut law, to prepare and file an amended Form B (Insurance Holding Company System Registration Statement) with the Connecticut Department of Insurance, reflecting the material changes to the parent holding company's governance structure adopted pursuant to these resolutions. Such filing shall be completed in advance of the annual filing deadline of March 1, 2026, in accordance with Conn. Gen. Stat. § 38a-138.
(b) Texas — Informational Filings. The officers shall cause Lone Star Specialty Insurance Company, as a domestic insurer under Texas law, to prepare and file informational filings with the Texas Department of Insurance within thirty (30) days of the date of these resolutions, to the extent required or advisable under Texas Insurance Code Chapter 823 and related regulations, reflecting the governance changes adopted hereby.
(c) Ohio — Informational Filings. The officers shall cause Great Lakes Surety & Indemnity Co., as a domestic insurer under Ohio law, to prepare and file informational filings with the Ohio Department of Insurance within thirty (30) days of the date of these resolutions, to the extent required or advisable under Ohio Revised Code § 3901.32 et seq. and related regulations, reflecting the governance changes adopted hereby.
FURTHER RESOLVED, that the officers are hereby authorized to coordinate with Broadleaf Insurance Regulatory Consultants, LLC, through its Managing Director, Harold J. Emmerich, on the preparation, review, and filing of all regulatory submissions contemplated by this Section 11, and to engage such additional regulatory counsel or consultants as the officers may deem necessary or advisable in connection therewith.
Section 12: Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by the officers, directors, employees, and agents of the Company, and by Calderwood & Harkness LLP as outside governance counsel, in connection with the Governance Overhaul, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company. Without limiting the generality of the foregoing, the following specific actions are hereby ratified:
(a) the engagement of Calderwood & Harkness LLP pursuant to the engagement letter executed on September 5, 2025 (Engagement No. 1025-00005), and the payment or commitment to pay all fees and expenses incurred or to be incurred thereunder;
(b) the retention of Apex Proxy Advisors, Inc. for the preparation of the governance benchmarking report delivered on June 30, 2025, and the payment or commitment to pay all fees and expenses incurred or to be incurred in connection therewith;
(c) the retention of Broadleaf Insurance Regulatory Consultants, LLC for the provision of regulatory advisory services in connection with the Governance Overhaul, and the payment or commitment to pay all fees and expenses incurred or to be incurred in connection therewith;
(d) all committee workshops, document reviews, board memoranda, legal analyses, and other preparatory actions undertaken by the officers, directors, and advisors of the Company in furtherance of the Governance Overhaul; and
(e) all communications with the NYSE, the SEC, and state insurance regulatory authorities regarding the governance changes contemplated by these resolutions.
Section 13: General Authorization
RESOLVED, that Margaret A. Calloway (Chair of the Board & Chief Executive Officer), Dennis R. Okonkwo (General Counsel & Corporate Secretary), and Patricia Sung-Hee Lam (Chief Financial Officer), and each of them acting singly, are hereby authorized and empowered, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments, certificates, agreements, filings, notices, and other writings, and to take any and all actions, as any such officer may deem necessary, advisable, or appropriate to carry out the purposes and intent of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's determination that such document or action is necessary, advisable, or appropriate. The authority granted herein shall include, without limitation, the authority to execute amendments, supplements, and waivers, to make filings with governmental agencies, to pay fees and expenses, and to engage such additional advisors, consultants, and service providers as such officer may deem necessary or advisable.
FURTHER RESOLVED, that the authority granted herein shall include the authority to make non-material, ministerial, or conforming changes to any of the documents referenced in these resolutions prior to their public filing, posting, or distribution, including corrections to typographical errors, formatting adjustments, cross-reference updates, and other changes of a similar nature, provided that any such changes are consistent with the intent of the Board as expressed in these resolutions and do not alter the substantive rights, obligations, or authority levels set forth in the documents as adopted.
FURTHER RESOLVED, that these resolutions shall remain in full force and effect until amended, modified, or rescinded by subsequent action of the Board.
EXHIBIT LIST
The following exhibits are attached to and form a part of these resolutions:
Each exhibit is incorporated herein by reference as though fully set forth in these resolutions. In the event of any conflict between the body of these resolutions and the text of any exhibit, the text of the applicable exhibit shall control with respect to the substantive provisions of the document set forth therein.
CERTIFICATION
SECRETARY'S CERTIFICATE
I, Dennis R. Okonkwo, hereby certify that I am the duly appointed, qualified, and acting General Counsel and Corporate Secretary of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company"), and that, in such capacity, I have custody of the corporate records, minute books, and seal of the Company.
I further certify that the foregoing resolutions are a true, correct, and complete copy of resolutions duly adopted by the Board of Directors of the Company at a regular meeting of the Board held on December 11, 2025, at the Company's principal executive offices located at 280 Asylum Street, Suite 2200, Hartford, Connecticut 06103. I further certify that:
1.  Due and proper notice of such meeting was given to all directors in accordance with the Company's Bylaws and applicable law.
2.  A quorum of directors was present in person or by means of remote communication and acting throughout the entirety of the meeting.
3.  The foregoing resolutions were adopted by the unanimous vote of all directors present and voting at the meeting.
4.  Such resolutions have not been amended, modified, rescinded, or revoked, and remain in full force and effect as of the date of this certificate.
5.  The foregoing resolutions are in conformity with the Company's Certificate of Incorporation, Bylaws, and the Delaware General Corporation Law.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date indicated below.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Dennis R. Okonkwo
Title: General Counsel & Corporate Secretary
Date: ________
[CORPORATE SEAL]
Quorum Insurance Holdings Corp. 280 Asylum Street, Suite 2200 Hartford, Connecticut 06103 Delaware File No. 4927361 | EIN 27-4831956 NYSE: QIHC
Category | Authority Level | Prior Threshold | Revised Threshold
Capital Expenditures | CEO sole authority | ≤ $2.0M | ≤ $5.0M
Capital Expenditures | CEO + CFO joint authority | > $2.0M – $7.5M | > $5.0M – $15.0M
Capital Expenditures | Board approval required | > $7.5M | > $15.0M
Claims Settlement | Subsidiary CEO | ≤ $1.0M per claim | ≤ $2.5M per claim
Claims Settlement | Parent CEO | > $1.0M – $5.0M | > $2.5M – $10.0M
Claims Settlement | Board / Risk Committee | > $5.0M | > $10.0M
Reinsurance Treaties | CEO authority | ≤ $25.0M per treaty | ≤ $50.0M per treaty
Technology / IT Spending | CEO authority | N/A (bundled in capex) | ≤ $3.0M per project
Vendor Contracts | CEO authority | ≤ $3.0M annual value | ≤ $5.0M annual value
Investment Transactions (Single-Issuer) | Management authority | ≤ $50.0M | ≤ $75.0M
M&A / Strategic Transactions | Board approval required | > $10.0M | > $25.0M
Litigation Settlement | GC authority | ≤ $500K | ≤ $1.0M
Litigation Settlement | CEO + GC joint authority | > $500K – $3.0M | > $1.0M – $5.0M
Litigation Settlement | Board / Audit Committee | > $3.0M | > $5.0M
Charitable / Political Contributions | CEO authority | ≤ $100K per commitment | ≤ $250K per commitment
Officer Hiring (Base Salary) | CEO authority | ≤ $350K base salary | ≤ $500K base salary
Officer Hiring (Base Salary) | Comp & HC Committee approval | > $350K base salary | > $500K base salary
Exhibit | Description
Exhibit A | Amended and Restated Charter — Audit Committee of the Board of Directors
Exhibit B | Amended and Restated Charter — Compensation & Human Capital Committee of the Board of Directors
Exhibit C | Amended and Restated Charter — Nominating & Corporate Governance Committee of the Board of Directors
Exhibit D | Amended and Restated Charter — Risk Committee of the Board of Directors
Exhibit E | Amended and Restated Charter — Investment Committee of the Board of Directors
Exhibit F | Charter — Technology & Cybersecurity Oversight Committee of the Board of Directors (New)
Exhibit G | Revised Delegation of Authority Matrix — Quorum Insurance Holdings Corp. (Parent / Holding Company Level)
Exhibit H | Model Subsidiary Delegation of Authority Matrix Template
Exhibit I | Amended & Restated Corporate Governance Guidelines of Quorum Insurance Holdings Corp.
Exhibit J | Bylaw Amendments — Articles III and IV (Conforming Amendments)

RESOLUTIONS OF THE BOARD OF DIRECTORS

OF QUORUM INSURANCE HOLDINGS CORP.

PREAMBLE

RECITALS

NOW, THEREFORE, BE IT:

RESOLVING CLAUSES

EXHIBIT LIST

CERTIFICATION

SECRETARY'S CERTIFICATE

Record

Parties

Dates

Amounts