restated-charter-compensation-hc-committee.docx

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AMENDED AND RESTATED CHARTER OF THE COMPENSATION & HUMAN CAPITAL COMMITTEE OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.

Adopted by the Board of Directors on December 11, 2025

This Charter amends and restates in its entirety the Charter of the Compensation & Human Capital Committee originally adopted February 12, 2016, as previously amended on June 14, 2021.

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ARTICLE I — PURPOSE

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

The purposes of the Committee are as follows:

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

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

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

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

5. To carry out such other duties and responsibilities as may be delegated to the Committee by the Board from time to time, consistent with this Charter, the Company's Bylaws, applicable law, and the rules of the New York Stock Exchange (the "NYSE").

In fulfilling its purposes, the Committee shall endeavor to maintain free and open communication among itself, the Board, management, and the Company's independent compensation consultant and other advisors. The Committee recognizes that it serves a fiduciary role and shall exercise its responsibilities in a manner consistent with the best interests of the Company and its shareholders.

ARTICLE II — COMPOSITION AND MEMBERSHIP

Section 2.1 — Size

The Committee shall consist of no fewer than three (3) members of the Board. The Board may, from time to time, increase or decrease the number of members of the Committee, provided that the Committee shall at all times consist of at least three (3) members. The Board shall determine the size of the Committee in its discretion, taking into account the scope of the Committee's responsibilities, the qualifications of available directors, and the desirability of promoting effective deliberation.

Section 2.2 — Independence Requirements

Each member of the Committee shall satisfy all of the following independence requirements:

(a) Each member shall satisfy the independence requirements of Section 303A of the NYSE Listed Company Manual, including the enhanced independence standards applicable to compensation committee members under Section 303A.05. In affirmatively determining the independence of any director who will serve on the Committee, the Board shall consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to, the source of compensation of such director and whether the director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company.

(b) Each member shall qualify as a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), so as to permit grants and awards of equity compensation to the Company's officers and directors to qualify for the exemption from Section 16(b) of the Exchange Act provided by Rule 16b-3.

(c) No member of the Committee may accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries, other than in such member's capacity as a member of the Board or any committee thereof. For purposes of this prohibition, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company, provided that such compensation is not contingent in any way on continued service.

The Board shall assess the independence of each Committee member at least annually in connection with the annual appointment of Committee members. If a Committee member ceases to satisfy any of the foregoing independence requirements, such member shall promptly notify the Chair of the Committee and the Chair of the Board, and shall be removed from the Committee or shall resign, as appropriate.

Section 2.3 — Appointment and Removal

Members of the Committee shall be appointed annually by the Board upon the recommendation of the Nominating & Corporate Governance Committee at the first Board meeting following the annual meeting of shareholders of the Company, in conformity with Article III, Section 3.4 of the Company's Amended and Restated Bylaws. In making its recommendation, the Nominating & Corporate Governance Committee shall consider the qualifications, experience, and independence of each proposed member, as well as the desirability of continuity of service and the overall composition of the Committee.

Each member of the Committee shall serve until such member's successor is duly appointed by the Board, or until such member's earlier resignation, removal from the Committee, or cessation of membership on the Board for any reason, including failure to be re-elected by the Company's shareholders.

The Board may remove any member of the Committee at any time, with or without cause, by the affirmative vote of a majority of the directors then in office. A member of the Committee may resign from the Committee at any time by providing written notice to the Chair of the Board and the Corporate Secretary. Unless otherwise specified in such notice, the resignation shall take effect upon receipt thereof.

Section 2.4 — Chair

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

If the Chair is not present at any meeting of the Committee, the members of the Committee who are present at such meeting shall designate an acting chair for such meeting by majority vote. In the event of the death, resignation, or removal of the Chair, the Board shall designate a successor Chair as promptly as practicable.

ARTICLE III — AUTHORITY

Section 3.1 — General Authority

The Committee shall have full authority to carry out the purposes, duties, and responsibilities set forth in this Charter and as otherwise delegated to the Committee by the Board from time to time. The Committee's authority shall include the authority to take all actions that it deems necessary or appropriate to fulfill its responsibilities, including the authority to adopt rules and procedures for its own governance not inconsistent with this Charter, the Company's Bylaws, or applicable law.

The Committee shall have sole authority to determine the scope of its activities and to determine the compensation of the Company's executive officers, subject only to applicable law, NYSE rules and listing standards, the Company's Delegation of Authority Matrix (as revised and adopted by the Board from time to time), and any specific limitations set forth in this Charter. The Committee may, in its discretion, seek ratification or approval of any action from the full Board, but such ratification or approval shall not be a prerequisite to the effectiveness of any action taken by the Committee within the scope of its authority under this Charter.

Section 3.2 — Authority to Retain Advisors

The Committee shall have the sole authority to retain, at the Company's expense, and to terminate, any independent compensation consultant, independent legal counsel, or other advisor (collectively, "Committee Advisors") to assist the Committee in the evaluation of CEO compensation, executive officer compensation, and director compensation, or in connection with any other matter within the Committee's purview. The Committee may retain Committee Advisors without obtaining further approval from the Board or management of the Company. This authority is consistent with the requirements of Section 303A.05(c) of the NYSE Listed Company Manual.

The Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any compensation consultant, independent legal counsel, or other advisor retained by the Committee. Any compensation consultant, independent legal counsel, or other advisor retained by the Committee shall report directly to the Committee and not to management.

Before selecting or receiving advice from any compensation consultant, legal counsel, or other advisor (other than the Company's in-house legal counsel), the Committee shall assess the independence of such advisor in accordance with the factors specified by the NYSE and the SEC, including the following:

(a) The provision of other services to the Company by the person that employs the compensation consultant, legal counsel, or other advisor;

(b) The amount of fees received from the Company by the person that employs the compensation consultant, legal counsel, or other advisor, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel, or other advisor;

(c) The policies and procedures of the person that employs the compensation consultant, legal counsel, or other advisor that are designed to prevent conflicts of interest;

(d) Any business or personal relationship of the compensation consultant, legal counsel, or other advisor with a member of the Committee;

(e) Any stock of the Company owned by the compensation consultant, legal counsel, or other advisor; and

(f) Any business or personal relationship of the compensation consultant, legal counsel, or other advisor with an executive officer of the Company.

The Committee shall conduct the foregoing independence assessment with respect to any compensation consultant, legal counsel, or other advisor that provides advice to the Committee, other than in-house legal counsel, at least annually. The Committee need not conduct such assessment with respect to any advisor whose role is limited to consulting on broad-based plans that do not discriminate in scope, terms, or operation in favor of executive officers or directors and that are generally available to all salaried employees, or to providing information that is not customized for a particular company or that is customized based on parameters that are not developed by the advisor, and about which the advisor does not provide advice.

The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for the payment of reasonable compensation to any compensation consultant, independent legal counsel, or other advisor retained by the Committee, as well as for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Nothing in this Section 3.2 shall be construed to require the Committee to implement or act consistently with the advice or recommendations of any Committee Advisor, or to affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties.

Section 3.3 — Access to Information and Personnel

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

(a) Quorum Property & Casualty Insurance Company;

(b) Lone Star Specialty Insurance Company;

(d) Quorum MGA Services, LLC; and

(e) Vantage Digital Insurance Solutions, Inc.

The Committee may request that any officer, employee, or advisor of the Company or any of its subsidiaries attend any meeting of the Committee, or meet with any member of the Committee or any Committee Advisor, to provide such information, reports, or analyses as the Committee deems necessary or desirable. Officers and employees of the Company shall cooperate fully with any request made by the Committee in connection with the exercise of its duties under this Charter.

Section 3.4 — Delegation

The Committee may delegate any of its responsibilities to one or more subcommittees, each consisting of one or more members of the Committee, to the extent permitted by applicable law, NYSE rules and listing standards, and the Company's Bylaws. Any subcommittee to which the Committee delegates authority shall report its actions and recommendations to the full Committee at the next regularly scheduled Committee meeting. The delegation of authority to a subcommittee shall not relieve the Committee of its responsibility for the actions and decisions of such subcommittee.

In addition, the Committee may delegate to one or more officers of the Company the authority to make grants or awards of equity compensation to employees who are not executive officers of the Company (as defined in Section 16 of the Exchange Act), subject to guidelines and limitations established by the Committee, including maximum individual and aggregate share limits and other parameters as the Committee shall determine. Any such delegation shall be in compliance with the terms of the applicable equity compensation plan, the Company's Bylaws, applicable law, and the rules of the NYSE. The officer(s) to whom authority is delegated shall report to the Committee at each regularly scheduled meeting regarding any grants or awards made pursuant to such delegated authority.

ARTICLE IV — DUTIES AND RESPONSIBILITIES

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

Section 4.1 — Executive Compensation

(a) CEO Compensation. The Committee shall review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer of the Company (currently Margaret A. Calloway), evaluate the CEO's performance in light of those goals and objectives, and, based on such evaluation, set the CEO's compensation level, including base salary, annual incentive compensation, long-term incentive compensation, equity-based awards, and any other elements of CEO compensation. The CEO may not be present during voting or deliberations regarding the CEO's compensation.

In determining the long-term incentive component of CEO compensation, the Committee shall consider, among other factors:

(i) The Company's performance, including financial performance, operational performance, and strategic objective achievement;

(ii) Relative shareholder return, measured against both the Company's compensation peer group and broader market indices;

(iii) The value of similar incentive awards to chief executive officers at comparable companies, as identified in the peer group of fourteen (14) publicly traded insurance holding companies set forth in the benchmarking report prepared by Apex Proxy Advisors, Inc. (or any successor benchmarking report); and

(iv) The awards given to the CEO in past years, including the realized and unrealized value of outstanding equity awards.

The Committee may, in its discretion, consult with other members of the Board and with the Company's independent compensation consultant in making its determinations regarding CEO compensation.

(b) Other Executive Officer Compensation. The Committee shall review and approve the compensation of all executive officers of the Company (as such term is defined in Rule 3b-7 under the Exchange Act and as identified by the Board), including the following elements:

(i) Base salary;

(ii) Annual incentive compensation, including performance targets, payout ranges, and actual payouts;

(iii) Long-term incentive compensation, including the design and terms of any multi-year performance-based incentive arrangements;

(iv) Equity-based awards, including stock options, restricted stock, restricted stock units, performance shares, and other equity-based awards granted under the Company's equity compensation plans;

(v) Perquisites and other personal benefits;

(vi) Severance arrangements and payments;

(vii) Change-in-control provisions and payments; and

(viii) Any other forms of executive compensation or benefits.

The Committee's authority over officer compensation shall be exercised in coordination with the Company's Delegation of Authority Matrix, which provides, among other things, that officer hiring with a base salary exceeding $500,000 requires Committee approval. The Committee shall consult with the CEO in evaluating and setting the compensation of executive officers other than the CEO, but the Committee shall retain final decision-making authority over such compensation.

(c) Compensation Peer Group. At least annually, the Committee shall review and approve the peer group of companies used for benchmarking executive compensation (the "Compensation Peer Group"). In reviewing the Compensation Peer Group, the Committee shall consider factors such as industry, revenue, market capitalization, geographic scope, business mix, and organizational complexity, and shall assess the continued appropriateness of each company included in the Compensation Peer Group. The Committee shall also consider the recommendations of the Company's independent compensation consultant in establishing and modifying the Compensation Peer Group.

(d) Employment Agreements. The Committee shall review and approve (or, where appropriate, recommend to the full Board for approval) employment agreements, severance agreements, change-in-control agreements, retention agreements, and any special or supplemental compensation arrangements for executive officers of the Company. The Committee shall review the terms and conditions of such agreements to ensure consistency with the Company's compensation philosophy and policies, and compliance with applicable law and regulatory requirements.

Section 4.2 — Incentive Compensation and Equity-Based Plans

The Committee shall administer, or oversee the administration of, the Company's incentive compensation plans, equity-based plans, and other compensation plans, including the authority to interpret such plans, establish rules and regulations for their administration, and grant awards thereunder, in accordance with the terms of such plans and applicable law.

The Committee shall review and recommend to the Board for approval any new equity compensation plans, or any material modifications to existing equity compensation plans, subject to shareholder approval where required by the terms of such plans, the NYSE listing standards, or applicable law.

The Committee shall oversee compliance with NYSE shareholder-approval requirements for equity compensation plans, including reviewing the dilutive impact of equity compensation awards and the Company's aggregate share utilization (burn rate) under its equity compensation plans. The Committee shall periodically review the Company's equity compensation strategy and share reserve levels to ensure that sufficient shares are available for future grants.

Section 4.3 — Clawback Policy

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

The Committee shall administer the Clawback Policy, including making determinations regarding the recovery of erroneously awarded incentive-based compensation from current and former executive officers of the Company in the event of an accounting restatement that requires preparation of a restatement of any financial statements filed with the SEC, whether due to material noncompliance of the Company with any financial reporting requirement under the securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period).

The Committee shall coordinate with the Audit Committee as necessary with respect to clawback-related matters arising from financial restatements, including receiving information from the Audit Committee regarding the nature, cause, and scope of any restatement, the periods affected, and the executive officers who received erroneously awarded incentive-based compensation during the applicable recovery period. The Committee shall maintain records of its determinations and actions under the Clawback Policy.

Section 4.4 — Director Compensation

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

The Committee shall periodically review director compensation relative to the practices of peer companies and comparable public companies, taking into account the scope and complexity of the directors' responsibilities, the Company's compensation philosophy, and market trends. The Committee may engage the Company's independent compensation consultant to assist in its review of director compensation. In recommending director compensation, the Committee shall be mindful of any concerns that above-market compensation could compromise director independence.

Section 4.5 — Human Capital Management Oversight

(a) Workforce Strategy. The Committee shall oversee the Company's human capital management strategy, including workforce planning, organizational design, and headcount management across the Company and its subsidiaries. As of the date of this Charter, the Company and its subsidiaries employ approximately 6,400 employees. The Committee shall review management's strategies regarding recruitment, retention, and development of talent critical to the Company's operations, including its insurance operating subsidiaries (Quorum Property & Casualty Insurance Company, Lone Star Specialty Insurance Company, and Great Lakes Surety & Indemnity Co.), its managing general agent subsidiary (Quorum MGA Services, LLC), and its financial technology subsidiary (Vantage Digital Insurance Solutions, Inc.).

The Committee shall receive periodic reports from management regarding key human capital metrics, including headcount trends, voluntary and involuntary turnover rates, critical role vacancy rates, and other metrics as the Committee may request from time to time.

(b) Diversity, Equity & Inclusion. The Committee shall oversee the Company's diversity, equity, and inclusion initiatives, including the establishment of measurable objectives and regular reporting to the Committee on progress toward those objectives. The Committee shall review workforce composition data and DEI metrics at least annually, including data regarding representation of diverse employees at various levels of the organization, progress on DEI-related goals, and the effectiveness of the Company's DEI programs and initiatives.

The Committee shall discuss with management the Company's strategy for attracting, retaining, and promoting a diverse workforce and for fostering an inclusive work environment, and shall provide guidance and direction as the Committee deems appropriate.

(c) Talent Development and Succession Planning. The Committee shall oversee talent development programs across the Company, including leadership development, training and mentoring initiatives, and programs designed to build a robust pipeline of internal talent for key positions.

The Committee shall oversee management succession planning for the CEO and other executive officers of the Company, in coordination with the Nominating & Corporate Governance Committee. Succession planning shall include the development and maintenance of both emergency succession plans (in the event of an unexpected vacancy) and long-term succession plans (identifying and developing internal candidates for future leadership roles).

The Committee shall review and discuss with the CEO, at least annually, the CEO's assessment of senior management performance, the development plans for potential successor candidates, and the readiness of potential successors for key leadership positions.

(d) Employee Engagement and Culture. The Committee shall oversee management's efforts to promote a positive corporate culture and employee engagement across the Company and its subsidiaries. The Committee shall receive reports from management regarding the results of employee engagement surveys and related action plans, and shall discuss with management any significant trends or concerns identified through such surveys.

The Committee shall review significant employee relations matters as appropriate, including labor relations developments, workplace safety and health matters, and any other employee relations issues that the Committee determines may have a material impact on the Company's operations, reputation, or culture.

(e) Compensation Risk Assessment. At least annually, the Committee shall review and discuss with management the Company's compensation policies and practices as they relate to risk management and risk-taking incentives. The Committee shall consider whether the design and operation of the Company's compensation programs, including incentive compensation arrangements applicable to executive officers and other employees, create risks that are reasonably likely to have a material adverse effect on the Company.

In conducting its compensation risk assessment, the Committee shall consider factors such as the mix of fixed and variable compensation, the use of performance metrics and targets, the balance between short-term and long-term incentive opportunities, plan payout caps and floors, the existence and effectiveness of clawback provisions, and other risk-mitigating features of the Company's compensation programs. The Committee shall report the results of its compensation risk assessment to the Board and shall coordinate with the Risk Committee as appropriate.

Section 4.6 — Regulatory and Compliance Matters

The Committee shall review and discuss compensation-related regulatory developments that may affect the Company, including requirements and guidance of the SEC, the NYSE, and state insurance regulators applicable to the Company's regulated insurance subsidiaries (which are domiciled in the State of Connecticut, the State of Texas, and the State of Ohio, respectively). The Committee shall consider the impact of regulatory requirements on the Company's compensation programs and shall oversee management's efforts to ensure compliance with such requirements.

The Committee shall oversee compliance with applicable compensation-related disclosure requirements under Item 402 of Regulation S-K and other SEC rules, including requirements relating to the disclosure of executive compensation, pay versus performance, pay ratio, and other compensation-related information in the Company's proxy statement and other SEC filings.

Section 4.7 — Compensation Discussion and Analysis

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

The Committee shall produce the annual Compensation Committee Report for inclusion in the Company's annual proxy statement, in accordance with the rules and regulations of the SEC. The Compensation Committee Report shall state, among other things, whether the Committee has reviewed and discussed the CD&A with management, and whether, based on such review and discussion, the Committee recommended to the Board that the CD&A be included in the Company's annual proxy statement.

Section 4.8 — Say-on-Pay

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

The Committee shall also recommend to the Board the frequency of the say-on-pay advisory vote (i.e., whether such vote should be held every one, two, or three years), taking into account shareholder preferences, regulatory guidance, and the practices of the Company's peers.

ARTICLE V — MEETINGS AND PROCEDURES

Section 5.1 — Frequency

The Committee shall meet at least four (4) times per year and more frequently as circumstances require, as determined by the Chair of the Committee. Meetings may be called by the Chair of the Committee, by any two members of the Committee, or by the Chair of the Board. Meetings may be held in person, by telephone conference, by video conference, or by other electronic means of communication that permit all participants to hear each other simultaneously, in accordance with the Company's Bylaws and Delaware law.

Section 5.2 — Agenda and Notice

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

Notice of meetings shall be given in accordance with the Company's Bylaws. The Chair shall endeavor to distribute the agenda and supporting materials to all members of the Committee sufficiently in advance of each meeting to allow adequate preparation, and in any event no later than the timeframe specified in the Company's Bylaws for Board and committee meeting materials.

Section 5.3 — Quorum and Voting

A majority of the members of the Committee then serving shall constitute a quorum for the transaction of business at any meeting of the Committee. Actions of the Committee shall require the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Each member of the Committee shall have one vote.

The Committee may act by unanimous written consent in lieu of a meeting, to the extent permitted by the Company's Bylaws and Section 141(f) of the DGCL. Any action taken by written consent shall have the same force and effect as if taken at a duly convened meeting of the Committee, and the written consent shall be filed with the minutes of the Committee.

Section 5.4 — Executive Sessions

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

The Committee shall also meet periodically in executive session with only independent members present. The Committee may invite the CEO, the Chief Human Resources Officer, or other officers or advisors of the Company to attend portions of meetings as the Committee deems appropriate, but such invited attendees shall not be present during executive sessions unless expressly requested by the Committee.

Section 5.5 — Minutes and Reporting

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

The Chair of the Committee shall report to the full Board on the Committee's activities, findings, and recommendations at the next regularly scheduled Board meeting following each Committee meeting. Such reports shall include a summary of the Committee's discussions, actions taken, and any recommendations to the Board for its consideration and approval.

Section 5.6 — Attendance by Non-Members

The Committee may invite any director, officer, employee, or outside advisor of the Company to attend meetings of the Committee and to provide information, as the Committee deems appropriate. Non-members attending Committee meetings shall not have voting rights and shall not be counted for purposes of determining whether a quorum is present. The Committee may exclude any non-member from any portion of a meeting as it deems appropriate, including during executive sessions.

ARTICLE VI — ANNUAL SELF-EVALUATION

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

The results of the self-evaluation shall be reported to the Nominating & Corporate Governance Committee and to the full Board. The Committee shall discuss the results of its self-evaluation with the Nominating & Corporate Governance Committee and shall consider any feedback or recommendations from the Nominating & Corporate Governance Committee or the Board regarding the Committee's performance.

As part of its annual self-evaluation, the Committee shall review and reassess the adequacy of this Charter and shall recommend any proposed changes to the Board for approval. The Charter review shall consider, among other things, changes in applicable law, SEC rules, NYSE listing standards, and best practices in corporate governance and compensation committee oversight.

The annual self-evaluation shall be conducted in a manner consistent with the process established in the Company's Amended & Restated Corporate Governance Guidelines, which may include the use of written questionnaires, interviews, facilitated discussions, or such other methods as the Committee and the Nominating & Corporate Governance Committee may determine from time to time.

ARTICLE VII — COORDINATION WITH OTHER COMMITTEES

The Committee recognizes that certain of its responsibilities intersect with the responsibilities of other standing committees of the Board. In order to promote effective governance and avoid duplication of effort, the Committee shall coordinate with other committees as follows:

Audit Committee. The Committee shall coordinate with the Audit Committee on matters relating to the Clawback Policy and the recovery of erroneously awarded incentive-based compensation, as well as on matters relating to compensation-related financial reporting and internal controls. The Committee and the Audit Committee shall share information and cooperate as necessary to ensure that the Company's compensation programs are administered in a manner consistent with the Company's financial reporting obligations and internal controls.

Nominating & Corporate Governance Committee. The Committee shall coordinate with the Nominating & Corporate Governance Committee on matters relating to director compensation, CEO and executive officer succession planning, and governance aspects of human capital management. The Committee and the Nominating & Corporate Governance Committee shall communicate and share information as necessary to ensure consistency and avoid conflicting actions or recommendations with respect to matters within their overlapping areas of responsibility.

Risk Committee. The Committee shall coordinate with the Risk Committee on matters relating to compensation risk assessment, including the identification and evaluation of risks arising from the Company's compensation policies and practices. The Committee shall consider input and recommendations from the Risk Committee in conducting its annual compensation risk assessment, and shall share the results of such assessment with the Risk Committee.

Technology & Cybersecurity Oversight Committee. The Committee shall receive periodic reports from the Technology & Cybersecurity Oversight Committee (chaired by Priya Narasimhan) regarding technology talent strategy and cybersecurity workforce needs, to the extent applicable to the Committee's oversight of human capital management. The Committee shall consider such reports in its deliberations regarding workforce planning, talent development, and compensation for technology and cybersecurity personnel.

ARTICLE VIII — LIMITATION OF COMMITTEE'S ROLE

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to set compensation levels or terms that are "correct" in all cases; rather, the Committee's duty is to exercise informed business judgment in fulfilling its responsibilities. The Committee relies on the experience, expertise, and integrity of the Company's management, the Company's independent compensation consultant, and other advisors in carrying out its responsibilities.

Nothing in this Charter shall be construed to limit the right of the Board to modify or supplement the Committee's authority, or to take any action otherwise within the Board's power under Section 141(a) of the DGCL or the Company's Bylaws, subject to the requirements of applicable law and NYSE rules. The Board retains the ultimate authority over all matters of corporate governance, including the authority to approve, modify, or reject any recommendation or decision of the Committee, except to the extent that applicable law or NYSE rules require that a particular action be taken exclusively by the Committee.

Nothing in this Charter is intended to alter or impair the authority of the Board as a whole, acting in compliance with applicable law, or to create any rights in any employee, executive officer, director, or third party.

ARTICLE IX — AMENDMENT

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

Any amendment to this Charter shall be subject to applicable NYSE requirements regarding committee charters, including any requirement that the amended charter be made publicly available on the Company's website or filed with or furnished to the SEC.

ARTICLE X — EFFECTIVE DATE

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

This Charter shall be made available on the Company's website (www.quoruminsuranceholdings.com) within five (5) business days of adoption, in accordance with NYSE requirements. A copy of this Charter shall be made available to any shareholder upon written request addressed to the Corporate Secretary of the Company at the Company's principal executive offices. This Charter shall also be filed with or included as an appendix to the Company's annual proxy statement to the extent required by SEC rules.

•

END OF CHARTER

Adopted by the Board of Directors of Quorum Insurance Holdings Corp. on December 11, 2025.

AMENDED AND RESTATED CHARTER OF THE COMPENSATION & HUMAN CAPITAL COMMITTEE OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.
Adopted by the Board of Directors on December 11, 2025
This Charter amends and restates in its entirety the Charter of the Compensation & Human Capital Committee originally adopted February 12, 2016, as previously amended on June 14, 2021.
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ARTICLE I — PURPOSE
The Compensation & Human Capital Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company," NYSE: QIHC). The Committee is established pursuant to Section 141(c) of the Delaware General Corporation Law (the "DGCL"), Article III, Section 3.3 of the Company's Amended and Restated Bylaws (as amended to reference six standing committees of the Board), and the Company's Amended & Restated Corporate Governance Guidelines.
The purposes of the Committee are as follows:
1.  To discharge the responsibilities of the Board relating to the compensation of the Company's executive officers and directors, and to ensure that such compensation is consistent with the Company's compensation philosophy, competitive practice, and applicable regulatory requirements;
2.  To oversee the Company's overall compensation philosophy, policies, and programs, including the design and administration of the Company's incentive compensation and equity-based plans, and to ensure that such policies and programs are aligned with the long-term interests of the Company's shareholders;
3.  To oversee the Company's human capital management strategy, including workforce planning, talent development, diversity, equity and inclusion ("DEI") initiatives, succession planning, and employee engagement, recognizing that the Company's human capital is a critical asset to the success and sustainability of its insurance operations and related businesses;
4.  To produce the annual Compensation Committee Report as required by the rules and regulations of the Securities and Exchange Commission (the "SEC") for inclusion in the Company's annual proxy statement or Annual Report on Form 10-K, as applicable;
5.  To carry out such other duties and responsibilities as may be delegated to the Committee by the Board from time to time, consistent with this Charter, the Company's Bylaws, applicable law, and the rules of the New York Stock Exchange (the "NYSE").
In fulfilling its purposes, the Committee shall endeavor to maintain free and open communication among itself, the Board, management, and the Company's independent compensation consultant and other advisors. The Committee recognizes that it serves a fiduciary role and shall exercise its responsibilities in a manner consistent with the best interests of the Company and its shareholders.
ARTICLE II — COMPOSITION AND MEMBERSHIP
Section 2.1 — Size
The Committee shall consist of no fewer than three (3) members of the Board. The Board may, from time to time, increase or decrease the number of members of the Committee, provided that the Committee shall at all times consist of at least three (3) members. The Board shall determine the size of the Committee in its discretion, taking into account the scope of the Committee's responsibilities, the qualifications of available directors, and the desirability of promoting effective deliberation.
Section 2.2 — Independence Requirements
Each member of the Committee shall satisfy all of the following independence requirements:
(a) Each member shall satisfy the independence requirements of Section 303A of the NYSE Listed Company Manual, including the enhanced independence standards applicable to compensation committee members under Section 303A.05. In affirmatively determining the independence of any director who will serve on the Committee, the Board shall consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to, the source of compensation of such director and whether the director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company.
(b) Each member shall qualify as a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), so as to permit grants and awards of equity compensation to the Company's officers and directors to qualify for the exemption from Section 16(b) of the Exchange Act provided by Rule 16b-3.
(c) No member of the Committee may accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries, other than in such member's capacity as a member of the Board or any committee thereof. For purposes of this prohibition, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company, provided that such compensation is not contingent in any way on continued service.
The Board shall assess the independence of each Committee member at least annually in connection with the annual appointment of Committee members. If a Committee member ceases to satisfy any of the foregoing independence requirements, such member shall promptly notify the Chair of the Committee and the Chair of the Board, and shall be removed from the Committee or shall resign, as appropriate.
Section 2.3 — Appointment and Removal
Members of the Committee shall be appointed annually by the Board upon the recommendation of the Nominating & Corporate Governance Committee at the first Board meeting following the annual meeting of shareholders of the Company, in conformity with Article III, Section 3.4 of the Company's Amended and Restated Bylaws. In making its recommendation, the Nominating & Corporate Governance Committee shall consider the qualifications, experience, and independence of each proposed member, as well as the desirability of continuity of service and the overall composition of the Committee.
Each member of the Committee shall serve until such member's successor is duly appointed by the Board, or until such member's earlier resignation, removal from the Committee, or cessation of membership on the Board for any reason, including failure to be re-elected by the Company's shareholders.
The Board may remove any member of the Committee at any time, with or without cause, by the affirmative vote of a majority of the directors then in office. A member of the Committee may resign from the Committee at any time by providing written notice to the Chair of the Board and the Corporate Secretary. Unless otherwise specified in such notice, the resignation shall take effect upon receipt thereof.
Section 2.4 — Chair
The Board shall designate one member of the Committee as Chair of the Committee. As of the date of adoption of this Amended and Restated Charter, the Chair of the Committee is Claudia M. Severin. The Chair shall be responsible for presiding at all meetings of the Committee, setting the agenda for each meeting (in consultation with the General Counsel & Corporate Secretary), and reporting the Committee's activities and recommendations to the full Board.
If the Chair is not present at any meeting of the Committee, the members of the Committee who are present at such meeting shall designate an acting chair for such meeting by majority vote. In the event of the death, resignation, or removal of the Chair, the Board shall designate a successor Chair as promptly as practicable.
ARTICLE III — AUTHORITY
Section 3.1 — General Authority
The Committee shall have full authority to carry out the purposes, duties, and responsibilities set forth in this Charter and as otherwise delegated to the Committee by the Board from time to time. The Committee's authority shall include the authority to take all actions that it deems necessary or appropriate to fulfill its responsibilities, including the authority to adopt rules and procedures for its own governance not inconsistent with this Charter, the Company's Bylaws, or applicable law.
The Committee shall have sole authority to determine the scope of its activities and to determine the compensation of the Company's executive officers, subject only to applicable law, NYSE rules and listing standards, the Company's Delegation of Authority Matrix (as revised and adopted by the Board from time to time), and any specific limitations set forth in this Charter. The Committee may, in its discretion, seek ratification or approval of any action from the full Board, but such ratification or approval shall not be a prerequisite to the effectiveness of any action taken by the Committee within the scope of its authority under this Charter.
Section 3.2 — Authority to Retain Advisors
The Committee shall have the sole authority to retain, at the Company's expense, and to terminate, any independent compensation consultant, independent legal counsel, or other advisor (collectively, "Committee Advisors") to assist the Committee in the evaluation of CEO compensation, executive officer compensation, and director compensation, or in connection with any other matter within the Committee's purview. The Committee may retain Committee Advisors without obtaining further approval from the Board or management of the Company. This authority is consistent with the requirements of Section 303A.05(c) of the NYSE Listed Company Manual.
The Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any compensation consultant, independent legal counsel, or other advisor retained by the Committee. Any compensation consultant, independent legal counsel, or other advisor retained by the Committee shall report directly to the Committee and not to management.
Before selecting or receiving advice from any compensation consultant, legal counsel, or other advisor (other than the Company's in-house legal counsel), the Committee shall assess the independence of such advisor in accordance with the factors specified by the NYSE and the SEC, including the following:
(a) The provision of other services to the Company by the person that employs the compensation consultant, legal counsel, or other advisor;
(b) The amount of fees received from the Company by the person that employs the compensation consultant, legal counsel, or other advisor, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel, or other advisor;
(c) The policies and procedures of the person that employs the compensation consultant, legal counsel, or other advisor that are designed to prevent conflicts of interest;
(d) Any business or personal relationship of the compensation consultant, legal counsel, or other advisor with a member of the Committee;
(e) Any stock of the Company owned by the compensation consultant, legal counsel, or other advisor; and
(f) Any business or personal relationship of the compensation consultant, legal counsel, or other advisor with an executive officer of the Company.
The Committee shall conduct the foregoing independence assessment with respect to any compensation consultant, legal counsel, or other advisor that provides advice to the Committee, other than in-house legal counsel, at least annually. The Committee need not conduct such assessment with respect to any advisor whose role is limited to consulting on broad-based plans that do not discriminate in scope, terms, or operation in favor of executive officers or directors and that are generally available to all salaried employees, or to providing information that is not customized for a particular company or that is customized based on parameters that are not developed by the advisor, and about which the advisor does not provide advice.
The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for the payment of reasonable compensation to any compensation consultant, independent legal counsel, or other advisor retained by the Committee, as well as for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
Nothing in this Section 3.2 shall be construed to require the Committee to implement or act consistently with the advice or recommendations of any Committee Advisor, or to affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties.
Section 3.3 — Access to Information and Personnel
The Committee shall have full and unrestricted access to all books, records, facilities, and personnel of the Company and its subsidiaries as the Committee considers necessary or appropriate to carry out its responsibilities under this Charter. Such access shall include, without limitation, access to the books, records, facilities, and personnel of the following subsidiaries and affiliates:
(a) Quorum Property & Casualty Insurance Company;
(b) Lone Star Specialty Insurance Company;
(c) Great Lakes Surety & Indemnity Co.;
(d) Quorum MGA Services, LLC; and
(e) Vantage Digital Insurance Solutions, Inc.
The Committee may request that any officer, employee, or advisor of the Company or any of its subsidiaries attend any meeting of the Committee, or meet with any member of the Committee or any Committee Advisor, to provide such information, reports, or analyses as the Committee deems necessary or desirable. Officers and employees of the Company shall cooperate fully with any request made by the Committee in connection with the exercise of its duties under this Charter.
Section 3.4 — Delegation
The Committee may delegate any of its responsibilities to one or more subcommittees, each consisting of one or more members of the Committee, to the extent permitted by applicable law, NYSE rules and listing standards, and the Company's Bylaws. Any subcommittee to which the Committee delegates authority shall report its actions and recommendations to the full Committee at the next regularly scheduled Committee meeting. The delegation of authority to a subcommittee shall not relieve the Committee of its responsibility for the actions and decisions of such subcommittee.
In addition, the Committee may delegate to one or more officers of the Company the authority to make grants or awards of equity compensation to employees who are not executive officers of the Company (as defined in Section 16 of the Exchange Act), subject to guidelines and limitations established by the Committee, including maximum individual and aggregate share limits and other parameters as the Committee shall determine. Any such delegation shall be in compliance with the terms of the applicable equity compensation plan, the Company's Bylaws, applicable law, and the rules of the NYSE. The officer(s) to whom authority is delegated shall report to the Committee at each regularly scheduled meeting regarding any grants or awards made pursuant to such delegated authority.
ARTICLE IV — DUTIES AND RESPONSIBILITIES
The following is a list of the principal recurring duties and responsibilities of the Committee. The Committee may, in its discretion, undertake additional activities as it deems appropriate or as may be requested by the Board. The Committee shall have the authority and responsibility to carry out the following:
Section 4.1 — Executive Compensation
(a) CEO Compensation.  The Committee shall review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer of the Company (currently Margaret A. Calloway), evaluate the CEO's performance in light of those goals and objectives, and, based on such evaluation, set the CEO's compensation level, including base salary, annual incentive compensation, long-term incentive compensation, equity-based awards, and any other elements of CEO compensation. The CEO may not be present during voting or deliberations regarding the CEO's compensation.
In determining the long-term incentive component of CEO compensation, the Committee shall consider, among other factors:
(i) The Company's performance, including financial performance, operational performance, and strategic objective achievement;
(ii) Relative shareholder return, measured against both the Company's compensation peer group and broader market indices;
(iii) The value of similar incentive awards to chief executive officers at comparable companies, as identified in the peer group of fourteen (14) publicly traded insurance holding companies set forth in the benchmarking report prepared by Apex Proxy Advisors, Inc. (or any successor benchmarking report); and
(iv) The awards given to the CEO in past years, including the realized and unrealized value of outstanding equity awards.
The Committee may, in its discretion, consult with other members of the Board and with the Company's independent compensation consultant in making its determinations regarding CEO compensation.
(b) Other Executive Officer Compensation.  The Committee shall review and approve the compensation of all executive officers of the Company (as such term is defined in Rule 3b-7 under the Exchange Act and as identified by the Board), including the following elements:
(i) Base salary;
(ii) Annual incentive compensation, including performance targets, payout ranges, and actual payouts;
(iii) Long-term incentive compensation, including the design and terms of any multi-year performance-based incentive arrangements;
(iv) Equity-based awards, including stock options, restricted stock, restricted stock units, performance shares, and other equity-based awards granted under the Company's equity compensation plans;
(v) Perquisites and other personal benefits;
(vi) Severance arrangements and payments;
(vii) Change-in-control provisions and payments; and
(viii) Any other forms of executive compensation or benefits.
The Committee's authority over officer compensation shall be exercised in coordination with the Company's Delegation of Authority Matrix, which provides, among other things, that officer hiring with a base salary exceeding $500,000 requires Committee approval. The Committee shall consult with the CEO in evaluating and setting the compensation of executive officers other than the CEO, but the Committee shall retain final decision-making authority over such compensation.
(c) Compensation Peer Group.  At least annually, the Committee shall review and approve the peer group of companies used for benchmarking executive compensation (the "Compensation Peer Group"). In reviewing the Compensation Peer Group, the Committee shall consider factors such as industry, revenue, market capitalization, geographic scope, business mix, and organizational complexity, and shall assess the continued appropriateness of each company included in the Compensation Peer Group. The Committee shall also consider the recommendations of the Company's independent compensation consultant in establishing and modifying the Compensation Peer Group.
(d) Employment Agreements.  The Committee shall review and approve (or, where appropriate, recommend to the full Board for approval) employment agreements, severance agreements, change-in-control agreements, retention agreements, and any special or supplemental compensation arrangements for executive officers of the Company. The Committee shall review the terms and conditions of such agreements to ensure consistency with the Company's compensation philosophy and policies, and compliance with applicable law and regulatory requirements.
Section 4.2 — Incentive Compensation and Equity-Based Plans
The Committee shall administer, or oversee the administration of, the Company's incentive compensation plans, equity-based plans, and other compensation plans, including the authority to interpret such plans, establish rules and regulations for their administration, and grant awards thereunder, in accordance with the terms of such plans and applicable law.
The Committee shall review and recommend to the Board for approval any new equity compensation plans, or any material modifications to existing equity compensation plans, subject to shareholder approval where required by the terms of such plans, the NYSE listing standards, or applicable law.
The Committee shall oversee compliance with NYSE shareholder-approval requirements for equity compensation plans, including reviewing the dilutive impact of equity compensation awards and the Company's aggregate share utilization (burn rate) under its equity compensation plans. The Committee shall periodically review the Company's equity compensation strategy and share reserve levels to ensure that sufficient shares are available for future grants.
Section 4.3 — Clawback Policy
The Committee shall oversee the Company's Policy for Recovery of Erroneously Awarded Compensation (the "Clawback Policy"), which has been adopted in compliance with Rule 10D-1 under the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual.
The Committee shall administer the Clawback Policy, including making determinations regarding the recovery of erroneously awarded incentive-based compensation from current and former executive officers of the Company in the event of an accounting restatement that requires preparation of a restatement of any financial statements filed with the SEC, whether due to material noncompliance of the Company with any financial reporting requirement under the securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period).
The Committee shall coordinate with the Audit Committee as necessary with respect to clawback-related matters arising from financial restatements, including receiving information from the Audit Committee regarding the nature, cause, and scope of any restatement, the periods affected, and the executive officers who received erroneously awarded incentive-based compensation during the applicable recovery period. The Committee shall maintain records of its determinations and actions under the Clawback Policy.
Section 4.4 — Director Compensation
The Committee shall review and recommend to the Board for approval the compensation of non-employee directors of the Company, including cash retainers, committee chair and membership fees, equity-based compensation (including stock awards, stock options, or other equity-based awards), meeting fees (if any), and any other forms of director compensation.
The Committee shall periodically review director compensation relative to the practices of peer companies and comparable public companies, taking into account the scope and complexity of the directors' responsibilities, the Company's compensation philosophy, and market trends. The Committee may engage the Company's independent compensation consultant to assist in its review of director compensation. In recommending director compensation, the Committee shall be mindful of any concerns that above-market compensation could compromise director independence.
Section 4.5 — Human Capital Management Oversight
(a) Workforce Strategy.  The Committee shall oversee the Company's human capital management strategy, including workforce planning, organizational design, and headcount management across the Company and its subsidiaries. As of the date of this Charter, the Company and its subsidiaries employ approximately 6,400 employees. The Committee shall review management's strategies regarding recruitment, retention, and development of talent critical to the Company's operations, including its insurance operating subsidiaries (Quorum Property & Casualty Insurance Company, Lone Star Specialty Insurance Company, and Great Lakes Surety & Indemnity Co.), its managing general agent subsidiary (Quorum MGA Services, LLC), and its financial technology subsidiary (Vantage Digital Insurance Solutions, Inc.).
The Committee shall receive periodic reports from management regarding key human capital metrics, including headcount trends, voluntary and involuntary turnover rates, critical role vacancy rates, and other metrics as the Committee may request from time to time.
(b) Diversity, Equity & Inclusion.  The Committee shall oversee the Company's diversity, equity, and inclusion initiatives, including the establishment of measurable objectives and regular reporting to the Committee on progress toward those objectives. The Committee shall review workforce composition data and DEI metrics at least annually, including data regarding representation of diverse employees at various levels of the organization, progress on DEI-related goals, and the effectiveness of the Company's DEI programs and initiatives.
The Committee shall discuss with management the Company's strategy for attracting, retaining, and promoting a diverse workforce and for fostering an inclusive work environment, and shall provide guidance and direction as the Committee deems appropriate.
(c) Talent Development and Succession Planning.  The Committee shall oversee talent development programs across the Company, including leadership development, training and mentoring initiatives, and programs designed to build a robust pipeline of internal talent for key positions.
The Committee shall oversee management succession planning for the CEO and other executive officers of the Company, in coordination with the Nominating & Corporate Governance Committee. Succession planning shall include the development and maintenance of both emergency succession plans (in the event of an unexpected vacancy) and long-term succession plans (identifying and developing internal candidates for future leadership roles).
The Committee shall review and discuss with the CEO, at least annually, the CEO's assessment of senior management performance, the development plans for potential successor candidates, and the readiness of potential successors for key leadership positions.
(d) Employee Engagement and Culture.  The Committee shall oversee management's efforts to promote a positive corporate culture and employee engagement across the Company and its subsidiaries. The Committee shall receive reports from management regarding the results of employee engagement surveys and related action plans, and shall discuss with management any significant trends or concerns identified through such surveys.
The Committee shall review significant employee relations matters as appropriate, including labor relations developments, workplace safety and health matters, and any other employee relations issues that the Committee determines may have a material impact on the Company's operations, reputation, or culture.
(e) Compensation Risk Assessment.  At least annually, the Committee shall review and discuss with management the Company's compensation policies and practices as they relate to risk management and risk-taking incentives. The Committee shall consider whether the design and operation of the Company's compensation programs, including incentive compensation arrangements applicable to executive officers and other employees, create risks that are reasonably likely to have a material adverse effect on the Company.
In conducting its compensation risk assessment, the Committee shall consider factors such as the mix of fixed and variable compensation, the use of performance metrics and targets, the balance between short-term and long-term incentive opportunities, plan payout caps and floors, the existence and effectiveness of clawback provisions, and other risk-mitigating features of the Company's compensation programs. The Committee shall report the results of its compensation risk assessment to the Board and shall coordinate with the Risk Committee as appropriate.
Section 4.6 — Regulatory and Compliance Matters
The Committee shall review and discuss compensation-related regulatory developments that may affect the Company, including requirements and guidance of the SEC, the NYSE, and state insurance regulators applicable to the Company's regulated insurance subsidiaries (which are domiciled in the State of Connecticut, the State of Texas, and the State of Ohio, respectively). The Committee shall consider the impact of regulatory requirements on the Company's compensation programs and shall oversee management's efforts to ensure compliance with such requirements.
The Committee shall oversee compliance with applicable compensation-related disclosure requirements under Item 402 of Regulation S-K and other SEC rules, including requirements relating to the disclosure of executive compensation, pay versus performance, pay ratio, and other compensation-related information in the Company's proxy statement and other SEC filings.
Section 4.7 — Compensation Discussion and Analysis
The Committee shall review and discuss with management the Compensation Discussion and Analysis ("CD&A") section of the Company's annual proxy statement. Based on such review and discussion, the Committee shall recommend to the Board that the CD&A be included in the Company's annual proxy statement and/or Annual Report on Form 10-K, as applicable.
The Committee shall produce the annual Compensation Committee Report for inclusion in the Company's annual proxy statement, in accordance with the rules and regulations of the SEC. The Compensation Committee Report shall state, among other things, whether the Committee has reviewed and discussed the CD&A with management, and whether, based on such review and discussion, the Committee recommended to the Board that the CD&A be included in the Company's annual proxy statement.
Section 4.8 — Say-on-Pay
The Committee shall review and consider the results of the most recent advisory vote of shareholders on executive compensation (the "say-on-pay" vote), and shall take such results into account in connection with its compensation decisions and policies. The Committee shall evaluate whether any changes to the Company's compensation programs or policies are warranted in light of the say-on-pay vote results, shareholder feedback, and evolving market practices.
The Committee shall also recommend to the Board the frequency of the say-on-pay advisory vote (i.e., whether such vote should be held every one, two, or three years), taking into account shareholder preferences, regulatory guidance, and the practices of the Company's peers.
ARTICLE V — MEETINGS AND PROCEDURES
Section 5.1 — Frequency
The Committee shall meet at least four (4) times per year and more frequently as circumstances require, as determined by the Chair of the Committee. Meetings may be called by the Chair of the Committee, by any two members of the Committee, or by the Chair of the Board. Meetings may be held in person, by telephone conference, by video conference, or by other electronic means of communication that permit all participants to hear each other simultaneously, in accordance with the Company's Bylaws and Delaware law.
Section 5.2 — Agenda and Notice
The Chair of the Committee shall establish the agenda for each meeting of the Committee in consultation with the General Counsel & Corporate Secretary of the Company (currently Dennis R. Okonkwo) and, as appropriate, with the Chief Human Resources Officer, the Company's independent compensation consultant, and other members of the Committee. Any member of the Committee may request that an item be added to the agenda of a meeting.
Notice of meetings shall be given in accordance with the Company's Bylaws. The Chair shall endeavor to distribute the agenda and supporting materials to all members of the Committee sufficiently in advance of each meeting to allow adequate preparation, and in any event no later than the timeframe specified in the Company's Bylaws for Board and committee meeting materials.
Section 5.3 — Quorum and Voting
A majority of the members of the Committee then serving shall constitute a quorum for the transaction of business at any meeting of the Committee. Actions of the Committee shall require the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Each member of the Committee shall have one vote.
The Committee may act by unanimous written consent in lieu of a meeting, to the extent permitted by the Company's Bylaws and Section 141(f) of the DGCL. Any action taken by written consent shall have the same force and effect as if taken at a duly convened meeting of the Committee, and the written consent shall be filed with the minutes of the Committee.
Section 5.4 — Executive Sessions
The Committee shall meet in executive session without management present at each regularly scheduled meeting. The purpose of such executive sessions is to provide an opportunity for the Committee to discuss matters freely and candidly, including the performance and compensation of the CEO and other executive officers.
The Committee shall also meet periodically in executive session with only independent members present. The Committee may invite the CEO, the Chief Human Resources Officer, or other officers or advisors of the Company to attend portions of meetings as the Committee deems appropriate, but such invited attendees shall not be present during executive sessions unless expressly requested by the Committee.
Section 5.5 — Minutes and Reporting
The Committee shall maintain minutes or other records of its meetings and actions, which shall be filed with the minutes of the Board of Directors. Minutes shall record the members present, the matters discussed, the actions taken, and the votes cast. The Corporate Secretary or such other person as the Chair may designate shall be responsible for preparing and distributing the minutes of each meeting.
The Chair of the Committee shall report to the full Board on the Committee's activities, findings, and recommendations at the next regularly scheduled Board meeting following each Committee meeting. Such reports shall include a summary of the Committee's discussions, actions taken, and any recommendations to the Board for its consideration and approval.
Section 5.6 — Attendance by Non-Members
The Committee may invite any director, officer, employee, or outside advisor of the Company to attend meetings of the Committee and to provide information, as the Committee deems appropriate. Non-members attending Committee meetings shall not have voting rights and shall not be counted for purposes of determining whether a quorum is present. The Committee may exclude any non-member from any portion of a meeting as it deems appropriate, including during executive sessions.
ARTICLE VI — ANNUAL SELF-EVALUATION
The Committee shall conduct an annual self-evaluation of its own performance, including a review of the Committee's compliance with this Charter. The self-evaluation shall assess the effectiveness of the Committee in fulfilling its responsibilities, the adequacy of the Committee's processes and procedures, and the quality of the Committee's deliberations and decision-making.
The results of the self-evaluation shall be reported to the Nominating & Corporate Governance Committee and to the full Board. The Committee shall discuss the results of its self-evaluation with the Nominating & Corporate Governance Committee and shall consider any feedback or recommendations from the Nominating & Corporate Governance Committee or the Board regarding the Committee's performance.
As part of its annual self-evaluation, the Committee shall review and reassess the adequacy of this Charter and shall recommend any proposed changes to the Board for approval. The Charter review shall consider, among other things, changes in applicable law, SEC rules, NYSE listing standards, and best practices in corporate governance and compensation committee oversight.
The annual self-evaluation shall be conducted in a manner consistent with the process established in the Company's Amended & Restated Corporate Governance Guidelines, which may include the use of written questionnaires, interviews, facilitated discussions, or such other methods as the Committee and the Nominating & Corporate Governance Committee may determine from time to time.
ARTICLE VII — COORDINATION WITH OTHER COMMITTEES
The Committee recognizes that certain of its responsibilities intersect with the responsibilities of other standing committees of the Board. In order to promote effective governance and avoid duplication of effort, the Committee shall coordinate with other committees as follows:
Audit Committee. The Committee shall coordinate with the Audit Committee on matters relating to the Clawback Policy and the recovery of erroneously awarded incentive-based compensation, as well as on matters relating to compensation-related financial reporting and internal controls. The Committee and the Audit Committee shall share information and cooperate as necessary to ensure that the Company's compensation programs are administered in a manner consistent with the Company's financial reporting obligations and internal controls.
Nominating & Corporate Governance Committee. The Committee shall coordinate with the Nominating & Corporate Governance Committee on matters relating to director compensation, CEO and executive officer succession planning, and governance aspects of human capital management. The Committee and the Nominating & Corporate Governance Committee shall communicate and share information as necessary to ensure consistency and avoid conflicting actions or recommendations with respect to matters within their overlapping areas of responsibility.
Risk Committee. The Committee shall coordinate with the Risk Committee on matters relating to compensation risk assessment, including the identification and evaluation of risks arising from the Company's compensation policies and practices. The Committee shall consider input and recommendations from the Risk Committee in conducting its annual compensation risk assessment, and shall share the results of such assessment with the Risk Committee.
Technology & Cybersecurity Oversight Committee. The Committee shall receive periodic reports from the Technology & Cybersecurity Oversight Committee (chaired by Priya Narasimhan) regarding technology talent strategy and cybersecurity workforce needs, to the extent applicable to the Committee's oversight of human capital management. The Committee shall consider such reports in its deliberations regarding workforce planning, talent development, and compensation for technology and cybersecurity personnel.
ARTICLE VIII — LIMITATION OF COMMITTEE'S ROLE
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to set compensation levels or terms that are "correct" in all cases; rather, the Committee's duty is to exercise informed business judgment in fulfilling its responsibilities. The Committee relies on the experience, expertise, and integrity of the Company's management, the Company's independent compensation consultant, and other advisors in carrying out its responsibilities.
Nothing in this Charter shall be construed to limit the right of the Board to modify or supplement the Committee's authority, or to take any action otherwise within the Board's power under Section 141(a) of the DGCL or the Company's Bylaws, subject to the requirements of applicable law and NYSE rules. The Board retains the ultimate authority over all matters of corporate governance, including the authority to approve, modify, or reject any recommendation or decision of the Committee, except to the extent that applicable law or NYSE rules require that a particular action be taken exclusively by the Committee.
Nothing in this Charter is intended to alter or impair the authority of the Board as a whole, acting in compliance with applicable law, or to create any rights in any employee, executive officer, director, or third party.
ARTICLE IX — AMENDMENT
This Charter may be amended or modified at any time by the Board upon the recommendation of the Nominating & Corporate Governance Committee or the Committee. Any proposed amendment to this Charter shall be submitted to the Board for its review and approval at a duly convened meeting of the Board or by unanimous written consent.
Any amendment to this Charter shall be subject to applicable NYSE requirements regarding committee charters, including any requirement that the amended charter be made publicly available on the Company's website or filed with or furnished to the SEC.
ARTICLE X — EFFECTIVE DATE
This Amended and Restated Charter was adopted by the Board of Directors of Quorum Insurance Holdings Corp. on December 11, 2025, and supersedes and replaces in its entirety the prior Charter of the Compensation & Human Capital Committee, as originally adopted on February 12, 2016 and last amended on June 14, 2021. All prior versions of the Charter are of no further force or effect as of the date of adoption of this Amended and Restated Charter.
This Charter shall be made available on the Company's website (www.quoruminsuranceholdings.com) within five (5) business days of adoption, in accordance with NYSE requirements. A copy of this Charter shall be made available to any shareholder upon written request addressed to the Corporate Secretary of the Company at the Company's principal executive offices. This Charter shall also be filed with or included as an appendix to the Company's annual proxy statement to the extent required by SEC rules.
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END OF CHARTER
Adopted by the Board of Directors of Quorum Insurance Holdings Corp. on December 11, 2025.

END OF CHARTER

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