1025-00003 · Delaware corp · Correspondence

transmittal-letter-final-versions.docx DOCUMENT Capital Markets

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Counselors at Law

1585 Broadway, 34th Floor New York, New York 10036 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

December 1, 2025

Dennis R. Okonkwo, Esq. General Counsel & Corporate Secretary Quorum Insurance Holdings Corp. 280 Asylum Street, Suite 2200 Hartford, CT 06103

Re: Comprehensive Governance Overhaul — Transmittal of Final Execution Versions Engagement No. 1025-00005

Dear Dennis:

Calderwood & Harkness LLP is pleased to transmit herewith the complete package of final execution-version documents constituting the comprehensive governance overhaul for Quorum Insurance Holdings Corp. ("Quorum" or "QIH"). These materials have been prepared in accordance with the scope of work set forth in our engagement letter dated September 5, 2025, as supplemented by the addendum dated October 3, 2025, which expanded the scope to include the new Technology & Cybersecurity Oversight Committee charter and the model subsidiary delegation of authority matrix template.

The enclosed documents reflect the extensive feedback received during the series of committee-specific workshops held throughout October and November 2025, as well as the revisions circulated in the penultimate draft package on November 21, 2025. Specifically, we incorporated comments and direction from the following committee workshops:

• 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

Following those workshops and the subsequent comment period, we circulated the penultimate drafts on November 21, 2025, and received final comments from your office and from each committee chair's designee by November 26, 2025. All comments have been addressed and resolved, and the enclosed documents are now in final form and ready for circulation to the Board of Directors in advance of the scheduled December 11, 2025 board meeting.

We note that these materials are being delivered to you on December 1, 2025, to allow sufficient time for board review in accordance with the advance-notice provisions of QIH's existing bylaws. We recommend a target date of December 3, 2025 for circulation to all eleven directors. We further recommend that the materials be distributed via the secure board portal (Larkspur Data Systems) with a cover memorandum from you in your capacity as General Counsel and Corporate Secretary, or alternatively from Margaret A. Calloway in her capacity as Chair of the Board & Chief Executive Officer, highlighting the agenda items requiring board action at the December 11, 2025 meeting. In either case, the cover memorandum should draw particular attention to the omnibus board resolution (Document No. 19 below), which consolidates all required board approvals into a single resolution for efficient consideration.

Enclosed Documents

The twenty-three (23) documents constituting the final execution-version governance overhaul package are enumerated below, organized by category.

I. Restated and New Committee Charters (6 Documents)

1. Amended and Restated Charter of the Audit Committee. This restated charter reflects the committee's expanded mandate under the leadership of its chair, Dr. Lilian Fong-Archer. Key amendments include the incorporation of enterprise risk management (ERM) oversight responsibility shared with the Risk Committee, clawback-policy administration responsibilities pursuant to SEC Rule 10D-1 and NYSE Rule 303A.14, a formalized annual committee self-evaluation process, and a detailed coordination protocol with the Risk Committee to delineate shared oversight areas and avoid duplication of effort. The restated charter also updates the committee's independence and financial-expert requirements to conform with the 2024 amendments to Section 303A of the NYSE Listed Company Manual, including clarified definitions of "audit committee financial expert" and enhanced cooling-off period requirements for former audit partners. The charter preserves all existing authority with respect to the appointment, compensation, retention, and oversight of the independent registered public accounting firm, and adds explicit authority over the internal audit function's annual plan and budget.

2. Amended and Restated Charter of the Compensation & Human Capital Committee. This restated charter, reflecting the committee's reconstituted mandate under the leadership of its chair, Claudia M. Severin, adds several significant provisions. First, the committee is granted explicit authority to retain and terminate independent compensation consultants, legal counsel, and other advisors without further board approval, subject to the independence assessments required under NYSE Rule 303A.05(c). Second, the charter adds substantive human-capital-management oversight language covering workforce strategy, diversity, equity, and inclusion (DEI) programs, talent development and succession planning, and employee engagement metrics. Third, the charter incorporates a formalized annual self-evaluation provision requiring the committee to report its findings to the Nominating & Corporate Governance Committee. The restated charter also clarifies the committee's role in administering QIH's existing equity compensation plans, including the Quorum Insurance Holdings Corp. 2021 Omnibus Incentive Plan.

3. Amended and Restated Charter of the Nominating & Corporate Governance Committee. This restated charter, under the leadership of its chair, Arthur J. Pennington, who also serves as Lead Independent Director, significantly expands the committee's mandate. Key additions include oversight of environmental, social, and governance (ESG) and sustainability matters, including the review and approval of QIH's annual ESG report and the monitoring of ESG-related regulatory developments. The charter introduces a director skills-matrix requirement, mandating that the committee maintain and annually update a matrix of skills, experiences, and attributes represented on the board, and that such matrix inform the committee's director search and nomination process. A new shareholder-engagement protocol provides that the Lead Independent Director and the chair of the Nominating & Corporate Governance Committee shall be available for direct engagement with shareholders holding three percent (3%) or more of QIH's outstanding shares of common stock, subject to reasonable scheduling and compliance with Regulation FD. The charter also adds board-refreshment provisions designed to ensure an appropriate balance of tenure, diversity, and expertise among the company's independent directors.

4. Amended and Restated Charter of the Risk Committee. This restated charter represents the first substantive update to the Risk Committee's governing document since its original adoption on February 12, 2016. Under the leadership of its chair, Raymond T. Huerta, the restated charter adds insurance-specific risk categories that were absent from the original charter, including reserving risk, reinsurance counterparty risk, catastrophe exposure (both natural and man-made), and emerging risk identification. The charter incorporates a detailed coordination protocol with both the Audit Committee and the newly created Technology & Cybersecurity Oversight Committee to ensure coherent risk governance across the committee structure. An annual self-evaluation provision is added. The charter also clarifies the committee's authority to receive reports directly from the Chief Risk Officer and to engage external risk consultants without further board approval, and formalizes the committee's role in reviewing and recommending to the board QIH's enterprise risk appetite statement on an annual basis.

5. Amended and Restated Charter of the Investment Committee. This restated charter, under the leadership of its chair, Jonathan K. Whitmore, addresses the significant growth in QIH's invested asset base since the original charter was adopted in 2016. The investment-policy delegation thresholds have been updated from $50.0 million to $75.0 million per single-issuer exposure, reflecting the 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. This threshold adjustment was validated against the peer median data contained in the Apex Proxy Advisors, Inc. benchmarking report dated June 30, 2025, which identified a peer median single-issuer threshold of $80.0 million. The charter adds ESG integration language requiring the committee to consider environmental, social, and governance factors in the formulation of investment strategy and to receive periodic reports on the ESG characteristics of the portfolio. Reporting coordination with the Risk Committee is formalized, particularly with respect to concentration risk, credit risk, and market risk within the investment portfolio.

6. Charter of the Technology & Cybersecurity Oversight Committee (New). This new charter establishes QIH's sixth standing board committee. The proposed chair is Priya Narasimhan, with proposed initial membership consisting of Priya Narasimhan (Chair), Victor L. Andrade, and Camille R. DuPont (management director, serving as a non-voting advisory member). The charter requires a minimum of three (3) independent directors, with at least one (1) member possessing cybersecurity or technology expertise as determined by the Nominating & Corporate Governance Committee. The committee's mandate encompasses oversight of QIH's cybersecurity program (including the NIST Cybersecurity Framework implementation), information technology strategy, data privacy and protection compliance, insurtech initiatives, artificial intelligence governance, third-party technology risk management, and incident response and business continuity planning. The committee is required to provide quarterly reports to the full board and to maintain a coordination protocol with both the Risk Committee and the Audit Committee to ensure integrated oversight of technology-related risks.

II. Redline Comparisons of Committee Charters (5 Documents)

The following redline comparison documents are provided to facilitate director review by showing all changes from the prior versions of the existing committee charters. No redline is provided for the Technology & Cybersecurity Oversight Committee charter (Document No. 6), as it is a new charter without a predecessor document.

7. Redline — Audit Committee Charter (June 14, 2021 version vs. restated version).

8. Redline — Compensation & Human Capital Committee Charter (June 14, 2021 version vs. restated version).

9. Redline — Nominating & Corporate Governance Committee Charter (March 20, 2019 version vs. restated version).

10. Redline — Risk Committee Charter (February 12, 2016 original version vs. restated version).

11. Redline — Investment Committee Charter (February 12, 2016 original version vs. restated version).

These redlines are provided for director reference purposes only and do not constitute independent documents requiring board adoption. Directors reviewing the governance overhaul package may find it helpful to review each restated charter in conjunction with the corresponding redline to identify the nature and extent of the changes from the prior version.

III. Delegation of Authority Materials (3 Documents)

12. Revised Delegation of Authority Matrix — Quorum Insurance Holdings Corp. (Parent/Holding-Company Level). This revised DOA Matrix reflects all proposed threshold adjustments across the full range of authority categories at the parent holding-company level. The key threshold changes are summarized below:

For officer hiring, the revised DOA Matrix provides that Compensation & Human Capital Committee approval is required for any hire with a base salary in excess of the CEO authority threshold. Each proposed threshold adjustment is supported by the rationale, peer comparison data, and business-justification analysis set forth in the accompanying DOA Matrix Comparison document (Document No. 14).

13. Model Subsidiary Delegation of Authority Matrix Template. This template is designed for adoption by each of QIH's regulated insurance subsidiaries — Quorum Property & Casualty Insurance Company, Lone Star Specialty Insurance Company, and Great Lakes Surety & Indemnity Co. — and by QIH's operating subsidiaries, Quorum MGA Services, LLC and Vantage Digital Insurance Solutions, Inc. The template directly addresses the parent-subsidiary authority inconsistencies identified in the Garrett & Whitfield LLP management letter dated March 14, 2025, including the specific finding that Lone Star Specialty Insurance Company was operating at a $3.0 million per-claim claims-settlement authority without board ratification against the then-authorized $1.0 million threshold. The template establishes a cascading authority framework that ensures subsidiary-level delegations are always within the bounds of the parent-level DOA Matrix, and includes a mandatory annual recertification process requiring each subsidiary board (or sole member, as applicable) to confirm compliance with the parent-level delegation framework.

14. DOA Matrix Comparison — Current vs. Proposed Threshold Summary. This side-by-side comparison document presents each authority category with: (a) the current threshold (derived from the October 6, 2017 DOA Matrix, as amended on April 22, 2020 for claims-payment thresholds only); (b) the proposed threshold; (c) the dollar and percentage changes; (d) the peer median from the Apex Proxy Advisors, Inc. benchmarking report dated June 30, 2025 (based on a peer group of 14 publicly traded insurance holding companies); and (e) the rationale for each adjustment. This document is intended to serve as the primary reference for directors evaluating the appropriateness of the proposed delegation thresholds.

IV. Corporate Governance Guidelines (2 Documents)

15. Amended & Restated Corporate Governance Guidelines — Quorum Insurance Holdings Corp. This document represents a comprehensive update to QIH's Corporate Governance Guidelines. Key amendments include:

• Mandatory Retirement Age. Adoption of a mandatory retirement age of 75 for independent directors, with no provision for waiver or extension. Directors who reach age 75 during a term shall serve until the next annual meeting of shareholders and shall not be nominated for re-election.

• Tenure Limit. Adoption of a 15-year tenure limit for independent directors. Directors who reach the 15-year limit during a term shall serve until the next annual meeting of shareholders and shall not be nominated for re-election, absent a supermajority vote of the Nominating & Corporate Governance Committee and full board finding that continued service is in the best interests of the company and its shareholders.

• Director Overboarding Policy. Independent directors are limited to service on no more than four (4) total public-company boards, including QIH. The Chief Executive Officer is limited to service on no more than two (2) total public-company boards, including QIH. Directors who exceed these limits at the time of adoption shall have a twelve-month transition period.

• Majority Voting Standard. Adoption of a majority voting standard for uncontested director elections, replacing the existing plurality voting standard. A director nominee who does not receive a majority of votes cast in an uncontested election shall tender his or her resignation to the board. The Nominating & Corporate Governance Committee shall consider the resignation and recommend to the board whether to accept or reject it, and the board shall act on the recommendation within 90 days.

• Shareholder Engagement Protocol. Formalization of the shareholder-engagement protocol, providing that the Lead Independent Director and the chair of the Nominating & Corporate Governance Committee shall be available for direct engagement with shareholders holding three percent (3%) or more of QIH's outstanding shares of common stock, subject to reasonable scheduling and compliance with Regulation FD.

• Board and Committee Self-Evaluation. Formalization of an annual board and committee self-evaluation process, to be administered under the oversight of the Nominating & Corporate Governance Committee, with the option of engaging an independent third-party facilitator on a periodic basis.

16. Redline — Corporate Governance Guidelines (Current vs. Amended). This redline comparison shows all changes from the current Corporate Governance Guidelines to the Amended & Restated Corporate Governance Guidelines enclosed as Document No. 15.

V. Bylaw Amendments (2 Documents)

17. Bylaw Amendment Resolution — Conforming Amendments. This resolution authorizes the following conforming amendments to QIH's bylaws:

• Article III, Section 3.3 — updated to reference six standing committees of the Board of Directors (from the current five), reflecting the addition of the Technology & Cybersecurity Oversight Committee.

• Article III, Section 3.4 — revised committee-appointment mechanics to require annual appointment of committee members at the first regular board meeting following the annual meeting of shareholders, replacing the current provision that permits mid-year appointments without reference to a specific scheduling requirement.

• Article IV, Section 4.2 — officer authority provisions updated to include an express cross-reference to the Delegation of Authority Matrix, as amended from time to time, providing that officer authority is at all times subject to and limited by the thresholds set forth in the DOA Matrix then in effect.

18. Redline — Bylaws, Articles III and IV (Current vs. Amended). This redline comparison shows all changes to Articles III and IV of QIH's bylaws resulting from the conforming amendments authorized by the resolution enclosed as Document No. 17.

VI. Board Resolutions and Adoption Instruments (2 Documents)

19. Omnibus Board Resolution. This resolution is prepared for adoption at the December 11, 2025 board meeting and consolidates all board actions required to effectuate the comprehensive governance overhaul into a single instrument. The resolution authorizes the following actions:

(a) Adoption of the five amended and restated committee charters (Audit Committee, Compensation & Human Capital Committee, Nominating & Corporate Governance Committee, Risk Committee, and Investment Committee);

(b) Adoption of the new Charter of the Technology & Cybersecurity Oversight Committee, and the establishment of the Technology & Cybersecurity Oversight Committee as a standing committee of the Board of Directors;

(d) Adoption of the Amended & Restated Corporate Governance Guidelines;

(e) Adoption of the conforming amendments to Articles III and IV of the company's bylaws;

(f) Authorization of the company's officers, including the General Counsel and the Chief Financial Officer, to prepare and file with the Securities and Exchange Commission a Current Report on Form 8-K (under Item 5.05 or Item 8.01, as applicable) and to post updated governance documents to the Investor Relations section of the company's website, and to provide any required notifications to the New York Stock Exchange and applicable state insurance regulators;

(g) Ratification of all prior actions taken by the company's officers, directors, employees, and outside advisors in connection with the preparation and development of the comprehensive governance overhaul.

The resolution includes recitals referencing Sections 141(a) and 141(c) of the Delaware General Corporation Law, confirming the board's authority to manage the business and affairs of the corporation and to delegate authority to committees of the board.

20. Written Consent of the Board of Directors. This document serves as an alternative adoption instrument in lieu of a meeting, available for use in the event that the December 11, 2025 in-person board meeting is not held or a quorum of directors is not present. The written consent is substantively identical to the omnibus board resolution (Document No. 19) and, when executed by all directors, will have the same force and effect as a unanimous vote at a duly convened meeting pursuant to Section 141(f) of the Delaware General Corporation Law. The written consent includes signature blocks for all eleven (11) directors:

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

2. Arthur J. Pennington — Lead Independent Director

3. Dr. Lilian Fong-Archer

4. Raymond T. Huerta

5. Claudia M. Severin

6. Jonathan K. Whitmore

7. Priya Narasimhan

8. Victor L. Andrade

9. Susan B. Trautman

10. Dexter W. Ng

11. Camille R. DuPont

VII. Board Meeting Materials (2 Documents)

21. Final Board Memorandum — Comprehensive Governance Overhaul Package. This memorandum, dated December 1, 2025, is prepared for inclusion in the board materials for the December 11, 2025 meeting and provides a comprehensive narrative summary of the entire governance overhaul. The memorandum references the three triggering events that led to the initiation of the engagement:

• The Garrett & Whitfield LLP management letter dated March 14, 2025, which identified deficiencies in the company's delegation of authority framework and parent-subsidiary governance alignment;

• The Veltrano Institutional Partners, LP shareholder letter to the Lead Independent Director dated June 18, 2025, which expressed concerns regarding board refreshment, director overboarding, and the absence of a majority voting standard; and

• The Apex Proxy Advisors, Inc. governance benchmarking report dated June 30, 2025, which compared QIH's governance practices to a peer group of 14 publicly traded insurance holding companies and identified areas where QIH's practices fell below peer norms.

The memorandum summarizes each component of the governance overhaul, explains the legal basis and policy rationale for each change, and sets forth the recommended board actions.

22. Board Meeting Presentation Deck — Governance Overhaul Summary. This executive-format presentation is prepared for delivery at the December 11, 2025 board meeting and covers the following topics: background and triggering events; engagement scope and process; key threshold changes with peer comparisons; new committee structure and composition; Delaware General Corporation Law and NYSE listing standards compliance summary; regulatory filing timeline (SEC, NYSE, Connecticut, Texas, and Ohio); and recommended board actions.

VIII. Committee Reference Exhibit (1 Document)

23. Committee Composition Matrix — Current and Proposed. This spreadsheet presents all eleven (11) directors mapped against the six proposed standing committees of the Board of Directors. The matrix indicates, for each director, chair designations, committee membership, NYSE independence status, Audit Committee financial-expert qualifications under SEC Rule 10A-3 and NYSE Rule 303A.07, and cybersecurity or technology-expertise designations relevant to the new Technology & Cybersecurity Oversight Committee.

Summary

In total, twenty-three (23) documents are enclosed with this transmittal letter, organized as follows:

Post-Adoption Steps and Regulatory Filing Reminders

Upon board adoption at the December 11, 2025 meeting (or execution of the written consent, if applicable), the following post-adoption steps should be undertaken in the timeframes indicated:

SEC and Website Filings. Public filing target: December 15, 2025. We recommend a voluntary Current Report on Form 8-K, disclosing the governance overhaul under Item 8.01 (Other Events) or Item 5.05 (Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics) if any component of the governance overhaul is deemed to implicate QIH's code of ethics. Updated governance documents — including the six committee charters, the Amended & Restated Corporate Governance Guidelines, and the amended bylaws — should be posted to the Investor Relations section of QIH's website concurrently with or promptly following the Form 8-K filing.

NYSE Notifications. Under Section 303A of the NYSE Listed Company Manual, updated committee charters are required to be posted on the company's website within five (5) business days of adoption. In addition, the annual CEO certification of compliance with NYSE corporate governance listing standards is due within thirty (30) days of any material governance changes. We recommend that Ms. Calloway, in coordination with your office, prepare and submit the required certification promptly following the December 11, 2025 board meeting.

Connecticut Department of Insurance. Quorum Property & Casualty Insurance Company, as a Connecticut-domiciled insurer, is required to reflect material governance changes in its holding company filing (NAIC Form B — Registration Statement). The annual Form B filing is due on or before March 1, 2026, and should incorporate the governance changes adopted in December 2025.

Texas Department of Insurance. Lone Star Specialty Insurance Company, as a Texas-domiciled insurer, is subject to the Texas Insurance Holding Company System Act (Tex. Ins. Code Ch. 823) and is required to file an informational notice with the Texas Department of Insurance within thirty (30) days of the adoption of material changes to upstream delegation authorities. Given the significant changes to the claims-settlement and reinsurance delegation thresholds, we recommend filing this notice on or before January 10, 2026.

Ohio Department of Insurance. Great Lakes Surety & Indemnity Co., as an Ohio-domiciled insurer, is subject to the Ohio Insurance Holding Company System Act, Ohio Rev. Code § 3901.32 et seq., and a similar informational filing is required within thirty (30) days of the adoption of material changes to the holding company governance framework. We recommend filing this notice on or before January 10, 2026.

Regulatory Filing Coordination. Natasha Forbes from our team has been coordinating the regulatory filing timeline with Ivan D. Pruett (QIH Chief Compliance Officer) and Harold J. Emmerich at Broadleaf Insurance Regulatory Consultants, LLC, as detailed in Ms. Forbes's correspondence dated November 22, 2025. We expect the regulatory filing process to proceed smoothly and on schedule.

Transfer Agent. Pinnacle Transfer Services, Inc., QIH's transfer agent and registrar, should be notified of any bylaw changes affecting stock-related provisions. However, the current conforming amendments to Articles III and IV are limited to board committee structure, committee-appointment mechanics, and officer authority provisions, and are not anticipated to require any transfer agent action. We recommend that your office provide a courtesy notification to Pinnacle for its records.

Engagement Status

This transmittal represents the final substantive deliverable under engagement 1025-00005. The target engagement closing date is December 19, 2025, by which time we anticipate all post-adoption steps will have been initiated and any remaining ministerial matters will have been resolved.

Calderwood & Harkness remains available to attend the December 11, 2025 board meeting, either in person at Quorum's headquarters in Hartford, Connecticut, or via videoconference, to present the governance overhaul summary and respond to questions from the directors. We would plan to have Elaine Forsythe and Natasha Forbes in attendance. Please let us know your preference and any logistical details at your earliest convenience so that we can coordinate accordingly.

Any questions regarding the enclosed documents in the interim should be directed to Elaine Forsythe, responsible partner, at (212) 558-4127 or eforsythe@calderwoodharkness.com, or to Natasha Forbes, lead associate, at (212) 558-4394 or nforbes@calderwoodharkness.com.

We would like to express our sincere appreciation for the exceptional collaboration of the Quorum team throughout this engagement. In particular, your leadership and coordination, Dennis, together with the invaluable contributions of Ivan Pruett and Renata Vásquez, made this comprehensive undertaking both efficient and productive. We also wish to acknowledge the thoughtful and engaged participation of the committee chairs — Arthur Pennington, Dr. Lilian Fong-Archer, Raymond Huerta, Claudia Severin, Jonathan Whitmore, and Priya Narasimhan — during the workshop process. Their substantive feedback meaningfully strengthened each of the deliverables enclosed herewith.

We are confident that the comprehensive governance overhaul package positions Quorum Insurance Holdings Corp. for best-in-class governance documentation, fully aligned with New York Stock Exchange listing standards, Delaware General Corporation Law requirements, applicable state insurance regulatory frameworks, and peer best practices as identified in the Apex Proxy Advisors benchmarking study. We look forward to the successful adoption of the full package at the December 11, 2025 board meeting.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Elaine Forsythe Partner Calderwood & Harkness LLP 1585 Broadway, 34th Floor New York, New York 10036

Enclosures (23) — as enumerated herein

cc:

Margaret A. Calloway, Chair of the Board & CEO, Quorum Insurance Holdings Corp. Patricia Sung-Hee Lam, CFO, Quorum Insurance Holdings Corp. Ivan D. Pruett, Chief Compliance Officer, Quorum Insurance Holdings Corp. Renata M. Vásquez, Chief Audit Executive, Quorum Insurance Holdings Corp. Arthur J. Pennington, Lead Independent Director, Quorum Insurance Holdings Corp. Howard Bellamy, Partner, Calderwood & Harkness LLP Natasha Forbes, Associate, Calderwood & Harkness LLP Eric Johannsen, Associate, Calderwood & Harkness LLP

Authority Category	Current Threshold	Proposed Threshold
Capital Expenditures — CEO Sole Authority	≤ $2.0M	≤ $5.0M
Claims Settlement — Subsidiary CEO	≤ $1.0M	≤ $2.5M
Claims Settlement — Parent CEO	> $1.0M – $5.0M	> $2.5M – $10.0M
Reinsurance Treaties — CEO	≤ $25.0M per treaty	≤ $50.0M per treaty
Technology/IT Spending (new category)	N/A	≤ $3.0M per project
Vendor Contracts — CEO	≤ $3.0M annual value	≤ $5.0M annual value
Investment Transactions — Single Issuer	≤ $50.0M	≤ $75.0M
M&A/Strategic Transactions — Board Approval	> $10.0M	> $25.0M
Litigation Settlement — GC Authority	≤ $500K	≤ $1.0M
Charitable/Political Contributions — CEO	≤ $100K	≤ $250K
Officer Hiring — CEO Authority	≤ $350K base salary	≤ $500K base salary
Category	Document Count
Restated and New Committee Charters	6
Redline Comparisons of Committee Charters	5
Delegation of Authority Materials	3
Corporate Governance Guidelines	2
Bylaw Amendments	2
Board Resolutions and Adoption Instruments	2
Board Meeting Materials	2
Committee Composition Matrix	1
Total	23

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Counselors at Law
1585 Broadway, 34th Floor New York, New York 10036 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
December 1, 2025
Dennis R. Okonkwo, Esq. General Counsel & Corporate Secretary Quorum Insurance Holdings Corp. 280 Asylum Street, Suite 2200 Hartford, CT 06103
Re: Comprehensive Governance Overhaul — Transmittal of Final Execution Versions Engagement No. 1025-00005
Dear Dennis:
Calderwood & Harkness LLP is pleased to transmit herewith the complete package of final execution-version documents constituting the comprehensive governance overhaul for Quorum Insurance Holdings Corp. ("Quorum" or "QIH"). These materials have been prepared in accordance with the scope of work set forth in our engagement letter dated September 5, 2025, as supplemented by the addendum dated October 3, 2025, which expanded the scope to include the new Technology & Cybersecurity Oversight Committee charter and the model subsidiary delegation of authority matrix template.
The enclosed documents reflect the extensive feedback received during the series of committee-specific workshops held throughout October and November 2025, as well as the revisions circulated in the penultimate draft package on November 21, 2025. Specifically, we incorporated comments and direction from the following committee workshops:
• 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
Following those workshops and the subsequent comment period, we circulated the penultimate drafts on November 21, 2025, and received final comments from your office and from each committee chair's designee by November 26, 2025. All comments have been addressed and resolved, and the enclosed documents are now in final form and ready for circulation to the Board of Directors in advance of the scheduled December 11, 2025 board meeting.
We note that these materials are being delivered to you on December 1, 2025, to allow sufficient time for board review in accordance with the advance-notice provisions of QIH's existing bylaws. We recommend a target date of December 3, 2025 for circulation to all eleven directors. We further recommend that the materials be distributed via the secure board portal (Larkspur Data Systems) with a cover memorandum from you in your capacity as General Counsel and Corporate Secretary, or alternatively from Margaret A. Calloway in her capacity as Chair of the Board & Chief Executive Officer, highlighting the agenda items requiring board action at the December 11, 2025 meeting. In either case, the cover memorandum should draw particular attention to the omnibus board resolution (Document No. 19 below), which consolidates all required board approvals into a single resolution for efficient consideration.
Enclosed Documents
The twenty-three (23) documents constituting the final execution-version governance overhaul package are enumerated below, organized by category.
I. Restated and New Committee Charters (6 Documents)
1. Amended and Restated Charter of the Audit Committee. This restated charter reflects the committee's expanded mandate under the leadership of its chair, Dr. Lilian Fong-Archer. Key amendments include the incorporation of enterprise risk management (ERM) oversight responsibility shared with the Risk Committee, clawback-policy administration responsibilities pursuant to SEC Rule 10D-1 and NYSE Rule 303A.14, a formalized annual committee self-evaluation process, and a detailed coordination protocol with the Risk Committee to delineate shared oversight areas and avoid duplication of effort. The restated charter also updates the committee's independence and financial-expert requirements to conform with the 2024 amendments to Section 303A of the NYSE Listed Company Manual, including clarified definitions of "audit committee financial expert" and enhanced cooling-off period requirements for former audit partners. The charter preserves all existing authority with respect to the appointment, compensation, retention, and oversight of the independent registered public accounting firm, and adds explicit authority over the internal audit function's annual plan and budget.
2. Amended and Restated Charter of the Compensation & Human Capital Committee. This restated charter, reflecting the committee's reconstituted mandate under the leadership of its chair, Claudia M. Severin, adds several significant provisions. First, the committee is granted explicit authority to retain and terminate independent compensation consultants, legal counsel, and other advisors without further board approval, subject to the independence assessments required under NYSE Rule 303A.05(c). Second, the charter adds substantive human-capital-management oversight language covering workforce strategy, diversity, equity, and inclusion (DEI) programs, talent development and succession planning, and employee engagement metrics. Third, the charter incorporates a formalized annual self-evaluation provision requiring the committee to report its findings to the Nominating & Corporate Governance Committee. The restated charter also clarifies the committee's role in administering QIH's existing equity compensation plans, including the Quorum Insurance Holdings Corp. 2021 Omnibus Incentive Plan.
3. Amended and Restated Charter of the Nominating & Corporate Governance Committee. This restated charter, under the leadership of its chair, Arthur J. Pennington, who also serves as Lead Independent Director, significantly expands the committee's mandate. Key additions include oversight of environmental, social, and governance (ESG) and sustainability matters, including the review and approval of QIH's annual ESG report and the monitoring of ESG-related regulatory developments. The charter introduces a director skills-matrix requirement, mandating that the committee maintain and annually update a matrix of skills, experiences, and attributes represented on the board, and that such matrix inform the committee's director search and nomination process. A new shareholder-engagement protocol provides that the Lead Independent Director and the chair of the Nominating & Corporate Governance Committee shall be available for direct engagement with shareholders holding three percent (3%) or more of QIH's outstanding shares of common stock, subject to reasonable scheduling and compliance with Regulation FD. The charter also adds board-refreshment provisions designed to ensure an appropriate balance of tenure, diversity, and expertise among the company's independent directors.
4. Amended and Restated Charter of the Risk Committee. This restated charter represents the first substantive update to the Risk Committee's governing document since its original adoption on February 12, 2016. Under the leadership of its chair, Raymond T. Huerta, the restated charter adds insurance-specific risk categories that were absent from the original charter, including reserving risk, reinsurance counterparty risk, catastrophe exposure (both natural and man-made), and emerging risk identification. The charter incorporates a detailed coordination protocol with both the Audit Committee and the newly created Technology & Cybersecurity Oversight Committee to ensure coherent risk governance across the committee structure. An annual self-evaluation provision is added. The charter also clarifies the committee's authority to receive reports directly from the Chief Risk Officer and to engage external risk consultants without further board approval, and formalizes the committee's role in reviewing and recommending to the board QIH's enterprise risk appetite statement on an annual basis.
5. Amended and Restated Charter of the Investment Committee. This restated charter, under the leadership of its chair, Jonathan K. Whitmore, addresses the significant growth in QIH's invested asset base since the original charter was adopted in 2016. The investment-policy delegation thresholds have been updated from $50.0 million to $75.0 million per single-issuer exposure, reflecting the 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. This threshold adjustment was validated against the peer median data contained in the Apex Proxy Advisors, Inc. benchmarking report dated June 30, 2025, which identified a peer median single-issuer threshold of $80.0 million. The charter adds ESG integration language requiring the committee to consider environmental, social, and governance factors in the formulation of investment strategy and to receive periodic reports on the ESG characteristics of the portfolio. Reporting coordination with the Risk Committee is formalized, particularly with respect to concentration risk, credit risk, and market risk within the investment portfolio.
6. Charter of the Technology & Cybersecurity Oversight Committee (New). This new charter establishes QIH's sixth standing board committee. The proposed chair is Priya Narasimhan, with proposed initial membership consisting of Priya Narasimhan (Chair), Victor L. Andrade, and Camille R. DuPont (management director, serving as a non-voting advisory member). The charter requires a minimum of three (3) independent directors, with at least one (1) member possessing cybersecurity or technology expertise as determined by the Nominating & Corporate Governance Committee. The committee's mandate encompasses oversight of QIH's cybersecurity program (including the NIST Cybersecurity Framework implementation), information technology strategy, data privacy and protection compliance, insurtech initiatives, artificial intelligence governance, third-party technology risk management, and incident response and business continuity planning. The committee is required to provide quarterly reports to the full board and to maintain a coordination protocol with both the Risk Committee and the Audit Committee to ensure integrated oversight of technology-related risks.
II. Redline Comparisons of Committee Charters (5 Documents)
The following redline comparison documents are provided to facilitate director review by showing all changes from the prior versions of the existing committee charters. No redline is provided for the Technology & Cybersecurity Oversight Committee charter (Document No. 6), as it is a new charter without a predecessor document.
7. Redline — Audit Committee Charter (June 14, 2021 version vs. restated version).
8. Redline — Compensation & Human Capital Committee Charter (June 14, 2021 version vs. restated version).
9. Redline — Nominating & Corporate Governance Committee Charter (March 20, 2019 version vs. restated version).
10. Redline — Risk Committee Charter (February 12, 2016 original version vs. restated version).
11. Redline — Investment Committee Charter (February 12, 2016 original version vs. restated version).
These redlines are provided for director reference purposes only and do not constitute independent documents requiring board adoption. Directors reviewing the governance overhaul package may find it helpful to review each restated charter in conjunction with the corresponding redline to identify the nature and extent of the changes from the prior version.
III. Delegation of Authority Materials (3 Documents)
12. Revised Delegation of Authority Matrix — Quorum Insurance Holdings Corp. (Parent/Holding-Company Level). This revised DOA Matrix reflects all proposed threshold adjustments across the full range of authority categories at the parent holding-company level. The key threshold changes are summarized below:
For officer hiring, the revised DOA Matrix provides that Compensation & Human Capital Committee approval is required for any hire with a base salary in excess of the CEO authority threshold. Each proposed threshold adjustment is supported by the rationale, peer comparison data, and business-justification analysis set forth in the accompanying DOA Matrix Comparison document (Document No. 14).
13. Model Subsidiary Delegation of Authority Matrix Template. This template is designed for adoption by each of QIH's regulated insurance subsidiaries — Quorum Property & Casualty Insurance Company, Lone Star Specialty Insurance Company, and Great Lakes Surety & Indemnity Co. — and by QIH's operating subsidiaries, Quorum MGA Services, LLC and Vantage Digital Insurance Solutions, Inc. The template directly addresses the parent-subsidiary authority inconsistencies identified in the Garrett & Whitfield LLP management letter dated March 14, 2025, including the specific finding that Lone Star Specialty Insurance Company was operating at a $3.0 million per-claim claims-settlement authority without board ratification against the then-authorized $1.0 million threshold. The template establishes a cascading authority framework that ensures subsidiary-level delegations are always within the bounds of the parent-level DOA Matrix, and includes a mandatory annual recertification process requiring each subsidiary board (or sole member, as applicable) to confirm compliance with the parent-level delegation framework.
14. DOA Matrix Comparison — Current vs. Proposed Threshold Summary. This side-by-side comparison document presents each authority category with: (a) the current threshold (derived from the October 6, 2017 DOA Matrix, as amended on April 22, 2020 for claims-payment thresholds only); (b) the proposed threshold; (c) the dollar and percentage changes; (d) the peer median from the Apex Proxy Advisors, Inc. benchmarking report dated June 30, 2025 (based on a peer group of 14 publicly traded insurance holding companies); and (e) the rationale for each adjustment. This document is intended to serve as the primary reference for directors evaluating the appropriateness of the proposed delegation thresholds.
IV. Corporate Governance Guidelines (2 Documents)
15. Amended & Restated Corporate Governance Guidelines — Quorum Insurance Holdings Corp. This document represents a comprehensive update to QIH's Corporate Governance Guidelines. Key amendments include:
• Mandatory Retirement Age. Adoption of a mandatory retirement age of 75 for independent directors, with no provision for waiver or extension. Directors who reach age 75 during a term shall serve until the next annual meeting of shareholders and shall not be nominated for re-election.
• Tenure Limit. Adoption of a 15-year tenure limit for independent directors. Directors who reach the 15-year limit during a term shall serve until the next annual meeting of shareholders and shall not be nominated for re-election, absent a supermajority vote of the Nominating & Corporate Governance Committee and full board finding that continued service is in the best interests of the company and its shareholders.
• Director Overboarding Policy. Independent directors are limited to service on no more than four (4) total public-company boards, including QIH. The Chief Executive Officer is limited to service on no more than two (2) total public-company boards, including QIH. Directors who exceed these limits at the time of adoption shall have a twelve-month transition period.
• Majority Voting Standard. Adoption of a majority voting standard for uncontested director elections, replacing the existing plurality voting standard. A director nominee who does not receive a majority of votes cast in an uncontested election shall tender his or her resignation to the board. The Nominating & Corporate Governance Committee shall consider the resignation and recommend to the board whether to accept or reject it, and the board shall act on the recommendation within 90 days.
• Shareholder Engagement Protocol. Formalization of the shareholder-engagement protocol, providing that the Lead Independent Director and the chair of the Nominating & Corporate Governance Committee shall be available for direct engagement with shareholders holding three percent (3%) or more of QIH's outstanding shares of common stock, subject to reasonable scheduling and compliance with Regulation FD.
• Board and Committee Self-Evaluation. Formalization of an annual board and committee self-evaluation process, to be administered under the oversight of the Nominating & Corporate Governance Committee, with the option of engaging an independent third-party facilitator on a periodic basis.
16. Redline — Corporate Governance Guidelines (Current vs. Amended). This redline comparison shows all changes from the current Corporate Governance Guidelines to the Amended & Restated Corporate Governance Guidelines enclosed as Document No. 15.
V. Bylaw Amendments (2 Documents)
17. Bylaw Amendment Resolution — Conforming Amendments. This resolution authorizes the following conforming amendments to QIH's bylaws:
• Article III, Section 3.3 — updated to reference six standing committees of the Board of Directors (from the current five), reflecting the addition of the Technology & Cybersecurity Oversight Committee.
• Article III, Section 3.4 — revised committee-appointment mechanics to require annual appointment of committee members at the first regular board meeting following the annual meeting of shareholders, replacing the current provision that permits mid-year appointments without reference to a specific scheduling requirement.
• Article IV, Section 4.2 — officer authority provisions updated to include an express cross-reference to the Delegation of Authority Matrix, as amended from time to time, providing that officer authority is at all times subject to and limited by the thresholds set forth in the DOA Matrix then in effect.
18. Redline — Bylaws, Articles III and IV (Current vs. Amended). This redline comparison shows all changes to Articles III and IV of QIH's bylaws resulting from the conforming amendments authorized by the resolution enclosed as Document No. 17.
VI. Board Resolutions and Adoption Instruments (2 Documents)
19. Omnibus Board Resolution. This resolution is prepared for adoption at the December 11, 2025 board meeting and consolidates all board actions required to effectuate the comprehensive governance overhaul into a single instrument. The resolution authorizes the following actions:
(a) Adoption of the five amended and restated committee charters (Audit Committee, Compensation & Human Capital Committee, Nominating & Corporate Governance Committee, Risk Committee, and Investment Committee);
(b) Adoption of the new Charter of the Technology & Cybersecurity Oversight Committee, and the establishment of the Technology & Cybersecurity Oversight Committee as a standing committee of the Board of Directors;
(c) Approval and adoption of the revised parent-level Delegation of Authority Matrix;
(d) Adoption of the Amended & Restated Corporate Governance Guidelines;
(e) Adoption of the conforming amendments to Articles III and IV of the company's bylaws;
(f) Authorization of the company's officers, including the General Counsel and the Chief Financial Officer, to prepare and file with the Securities and Exchange Commission a Current Report on Form 8-K (under Item 5.05 or Item 8.01, as applicable) and to post updated governance documents to the Investor Relations section of the company's website, and to provide any required notifications to the New York Stock Exchange and applicable state insurance regulators;
(g) Ratification of all prior actions taken by the company's officers, directors, employees, and outside advisors in connection with the preparation and development of the comprehensive governance overhaul.
The resolution includes recitals referencing Sections 141(a) and 141(c) of the Delaware General Corporation Law, confirming the board's authority to manage the business and affairs of the corporation and to delegate authority to committees of the board.
20. Written Consent of the Board of Directors. This document serves as an alternative adoption instrument in lieu of a meeting, available for use in the event that the December 11, 2025 in-person board meeting is not held or a quorum of directors is not present. The written consent is substantively identical to the omnibus board resolution (Document No. 19) and, when executed by all directors, will have the same force and effect as a unanimous vote at a duly convened meeting pursuant to Section 141(f) of the Delaware General Corporation Law. The written consent includes signature blocks for all eleven (11) directors:
1. Margaret A. Calloway — Chair of the Board & Chief Executive Officer
2. Arthur J. Pennington — Lead Independent Director
3. Dr. Lilian Fong-Archer
4. Raymond T. Huerta
5. Claudia M. Severin
6. Jonathan K. Whitmore
7. Priya Narasimhan
8. Victor L. Andrade
9. Susan B. Trautman
10. Dexter W. Ng
11. Camille R. DuPont
VII. Board Meeting Materials (2 Documents)
21. Final Board Memorandum — Comprehensive Governance Overhaul Package. This memorandum, dated December 1, 2025, is prepared for inclusion in the board materials for the December 11, 2025 meeting and provides a comprehensive narrative summary of the entire governance overhaul. The memorandum references the three triggering events that led to the initiation of the engagement:
• The Garrett & Whitfield LLP management letter dated March 14, 2025, which identified deficiencies in the company's delegation of authority framework and parent-subsidiary governance alignment;
• The Veltrano Institutional Partners, LP shareholder letter to the Lead Independent Director dated June 18, 2025, which expressed concerns regarding board refreshment, director overboarding, and the absence of a majority voting standard; and
• The Apex Proxy Advisors, Inc. governance benchmarking report dated June 30, 2025, which compared QIH's governance practices to a peer group of 14 publicly traded insurance holding companies and identified areas where QIH's practices fell below peer norms.
The memorandum summarizes each component of the governance overhaul, explains the legal basis and policy rationale for each change, and sets forth the recommended board actions.
22. Board Meeting Presentation Deck — Governance Overhaul Summary. This executive-format presentation is prepared for delivery at the December 11, 2025 board meeting and covers the following topics: background and triggering events; engagement scope and process; key threshold changes with peer comparisons; new committee structure and composition; Delaware General Corporation Law and NYSE listing standards compliance summary; regulatory filing timeline (SEC, NYSE, Connecticut, Texas, and Ohio); and recommended board actions.
VIII. Committee Reference Exhibit (1 Document)
23. Committee Composition Matrix — Current and Proposed. This spreadsheet presents all eleven (11) directors mapped against the six proposed standing committees of the Board of Directors. The matrix indicates, for each director, chair designations, committee membership, NYSE independence status, Audit Committee financial-expert qualifications under SEC Rule 10A-3 and NYSE Rule 303A.07, and cybersecurity or technology-expertise designations relevant to the new Technology & Cybersecurity Oversight Committee.
Summary
In total, twenty-three (23) documents are enclosed with this transmittal letter, organized as follows:
Post-Adoption Steps and Regulatory Filing Reminders
Upon board adoption at the December 11, 2025 meeting (or execution of the written consent, if applicable), the following post-adoption steps should be undertaken in the timeframes indicated:
SEC and Website Filings. Public filing target: December 15, 2025. We recommend a voluntary Current Report on Form 8-K, disclosing the governance overhaul under Item 8.01 (Other Events) or Item 5.05 (Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics) if any component of the governance overhaul is deemed to implicate QIH's code of ethics. Updated governance documents — including the six committee charters, the Amended & Restated Corporate Governance Guidelines, and the amended bylaws — should be posted to the Investor Relations section of QIH's website concurrently with or promptly following the Form 8-K filing.
NYSE Notifications. Under Section 303A of the NYSE Listed Company Manual, updated committee charters are required to be posted on the company's website within five (5) business days of adoption. In addition, the annual CEO certification of compliance with NYSE corporate governance listing standards is due within thirty (30) days of any material governance changes. We recommend that Ms. Calloway, in coordination with your office, prepare and submit the required certification promptly following the December 11, 2025 board meeting.
Connecticut Department of Insurance. Quorum Property & Casualty Insurance Company, as a Connecticut-domiciled insurer, is required to reflect material governance changes in its holding company filing (NAIC Form B — Registration Statement). The annual Form B filing is due on or before March 1, 2026, and should incorporate the governance changes adopted in December 2025.
Texas Department of Insurance. Lone Star Specialty Insurance Company, as a Texas-domiciled insurer, is subject to the Texas Insurance Holding Company System Act (Tex. Ins. Code Ch. 823) and is required to file an informational notice with the Texas Department of Insurance within thirty (30) days of the adoption of material changes to upstream delegation authorities. Given the significant changes to the claims-settlement and reinsurance delegation thresholds, we recommend filing this notice on or before January 10, 2026.
Ohio Department of Insurance. Great Lakes Surety & Indemnity Co., as an Ohio-domiciled insurer, is subject to the Ohio Insurance Holding Company System Act, Ohio Rev. Code § 3901.32 et seq., and a similar informational filing is required within thirty (30) days of the adoption of material changes to the holding company governance framework. We recommend filing this notice on or before January 10, 2026.
Regulatory Filing Coordination. Natasha Forbes from our team has been coordinating the regulatory filing timeline with Ivan D. Pruett (QIH Chief Compliance Officer) and Harold J. Emmerich at Broadleaf Insurance Regulatory Consultants, LLC, as detailed in Ms. Forbes's correspondence dated November 22, 2025. We expect the regulatory filing process to proceed smoothly and on schedule.
Transfer Agent. Pinnacle Transfer Services, Inc., QIH's transfer agent and registrar, should be notified of any bylaw changes affecting stock-related provisions. However, the current conforming amendments to Articles III and IV are limited to board committee structure, committee-appointment mechanics, and officer authority provisions, and are not anticipated to require any transfer agent action. We recommend that your office provide a courtesy notification to Pinnacle for its records.
Engagement Status
This transmittal represents the final substantive deliverable under engagement 1025-00005. The target engagement closing date is December 19, 2025, by which time we anticipate all post-adoption steps will have been initiated and any remaining ministerial matters will have been resolved.
Calderwood & Harkness remains available to attend the December 11, 2025 board meeting, either in person at Quorum's headquarters in Hartford, Connecticut, or via videoconference, to present the governance overhaul summary and respond to questions from the directors. We would plan to have Elaine Forsythe and Natasha Forbes in attendance. Please let us know your preference and any logistical details at your earliest convenience so that we can coordinate accordingly.
Any questions regarding the enclosed documents in the interim should be directed to Elaine Forsythe, responsible partner, at (212) 558-4127 or eforsythe@calderwoodharkness.com, or to Natasha Forbes, lead associate, at (212) 558-4394 or nforbes@calderwoodharkness.com.
We would like to express our sincere appreciation for the exceptional collaboration of the Quorum team throughout this engagement. In particular, your leadership and coordination, Dennis, together with the invaluable contributions of Ivan Pruett and Renata Vásquez, made this comprehensive undertaking both efficient and productive. We also wish to acknowledge the thoughtful and engaged participation of the committee chairs — Arthur Pennington, Dr. Lilian Fong-Archer, Raymond Huerta, Claudia Severin, Jonathan Whitmore, and Priya Narasimhan — during the workshop process. Their substantive feedback meaningfully strengthened each of the deliverables enclosed herewith.
We are confident that the comprehensive governance overhaul package positions Quorum Insurance Holdings Corp. for best-in-class governance documentation, fully aligned with New York Stock Exchange listing standards, Delaware General Corporation Law requirements, applicable state insurance regulatory frameworks, and peer best practices as identified in the Apex Proxy Advisors benchmarking study. We look forward to the successful adoption of the full package at the December 11, 2025 board meeting.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Elaine Forsythe Partner Calderwood & Harkness LLP 1585 Broadway, 34th Floor New York, New York 10036
Enclosures (23) — as enumerated herein
cc:
Margaret A. Calloway, Chair of the Board & CEO, Quorum Insurance Holdings Corp. Patricia Sung-Hee Lam, CFO, Quorum Insurance Holdings Corp. Ivan D. Pruett, Chief Compliance Officer, Quorum Insurance Holdings Corp. Renata M. Vásquez, Chief Audit Executive, Quorum Insurance Holdings Corp. Arthur J. Pennington, Lead Independent Director, Quorum Insurance Holdings Corp. Howard Bellamy, Partner, Calderwood & Harkness LLP Natasha Forbes, Associate, Calderwood & Harkness LLP Eric Johannsen, Associate, Calderwood & Harkness LLP
Authority Category | Current Threshold | Proposed Threshold
Capital Expenditures — CEO Sole Authority | ≤ $2.0M | ≤ $5.0M
Claims Settlement — Subsidiary CEO | ≤ $1.0M | ≤ $2.5M
Claims Settlement — Parent CEO | > $1.0M – $5.0M | > $2.5M – $10.0M
Reinsurance Treaties — CEO | ≤ $25.0M per treaty | ≤ $50.0M per treaty
Technology/IT Spending (new category) | N/A | ≤ $3.0M per project
Vendor Contracts — CEO | ≤ $3.0M annual value | ≤ $5.0M annual value
Investment Transactions — Single Issuer | ≤ $50.0M | ≤ $75.0M
M&A/Strategic Transactions — Board Approval | > $10.0M | > $25.0M
Litigation Settlement — GC Authority | ≤ $500K | ≤ $1.0M
Charitable/Political Contributions — CEO | ≤ $100K | ≤ $250K
Officer Hiring — CEO Authority | ≤ $350K base salary | ≤ $500K base salary
Category | Document Count
Restated and New Committee Charters | 6
Redline Comparisons of Committee Charters | 5
Delegation of Authority Materials | 3
Corporate Governance Guidelines | 2
Bylaw Amendments | 2
Board Resolutions and Adoption Instruments | 2
Board Meeting Materials | 2
Committee Composition Matrix | 1
Total | 23

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CALDERWOOD & HARKNESS LLP

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