[sheet: Cover]

Field	Value
Document Title	Delegation of Authority Matrix — Current vs. Proposed Threshold Comparison
Prepared For	Board of Directors, Quorum Insurance Holdings Corp.
Prepared By	Calderwood & Harkness LLP (Engagement No. 1025-00005)
Date	December 1, 2025
Purpose	Board reference exhibit to accompany the Final Board Memorandum for the December 11, 2025 board meeting
Client	Quorum Insurance Holdings Corp. (NYSE: QIHC)
Client Address	280 Asylum Street, Suite 2200, Hartford, CT 06103
Current DOA Matrix Date	October 6, 2017 (comprehensive); interim amendment April 22, 2020 (claims-payment thresholds only)
Proposed DOA Matrix Date	December 11, 2025 (pending board adoption)
Peer Benchmarking Source	Apex Proxy Advisors, Inc. — Governance Benchmarking Report (June 30, 2025); peer group of 14 publicly traded insurance holding companies
Outside Counsel Team	Elaine Forsythe (Responsible Partner), Howard Bellamy (Billing Partner), Natasha Forbes (Lead Associate), Eric Johannsen (Working Associate)
Regulatory Advisor	Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich, Managing Director)
Confidentiality	PRIVILEGED & CONFIDENTIAL — Prepared at the direction of counsel

[sheet: Threshold Comparison]

Authority Category	Approval Level	Current Threshold — 2017 Matrix	Interim Amendment Note	Proposed Threshold	Dollar Change	Percentage Change	Peer Median — Apex Benchmarking	Rationale / Notes
Capital Expenditures	CEO Sole Authority	≤ $2,000,000	—	≤ $5,000,000	$3,000,000	150.0%	$4,500,000	Inflation-adjusted; aligned with peer median of $4.5M
Capital Expenditures	CEO + CFO Joint Approval	> $2,000,000 – $7,500,000	—	> $5,000,000 – $15,000,000	Range widened by $5.5M (low) / $7.5M (high)	N/A (range)	N/A	Proportional increase reflecting peer benchmarking and business growth
Capital Expenditures	Board Approval Required	> $7,500,000	—	> $15,000,000	$7,500,000	100.0%	N/A	Threshold doubled; consistent with peer practice
Claims Settlement	Subsidiary CEO Authority (per claim)	≤ $1,000,000	Amended April 22, 2020 (thresholds only; no change to $1.0M ceiling)	≤ $2,500,000	$1,500,000	150.0%	N/A	Note: Lone Star Specialty Insurance Company was operating at $3.0M per claim without board ratification, exceeding the $1.0M authorized threshold. Proposed $2.5M ceiling addresses gap while maintaining board oversight above that level.
Claims Settlement	Parent CEO Authority (per claim)	> $1,000,000 – $5,000,000	—	> $2,500,000 – $10,000,000	Range widened	N/A (range)	N/A	Reflects growth in average claim severity and portfolio size
Claims Settlement	Board / Risk Committee Approval	> $5,000,000	—	> $10,000,000	$5,000,000	100.0%	N/A	Risk Committee (chaired by Raymond T. Huerta) retains oversight of large claims
Reinsurance Treaties	CEO Authority (per treaty)	≤ $25,000,000	—	≤ $50,000,000	$25,000,000	100.0%	N/A	Adjusted to reflect growth in gross written premium and reinsurance program complexity
Technology / IT Spending	CEO Authority (per project)	≤ $1,500,000	—	≤ $3,000,000	$1,500,000	100.0%	N/A	New standalone category; previously bundled within capital expenditures. Separated to enable oversight by proposed Technology & Cybersecurity Oversight Committee (Chair: Priya Narasimhan)
Vendor Contracts	CEO Authority (annual contract value)	≤ $3,000,000	—	≤ $5,000,000	$2,000,000	66.7%	N/A	Reflects increased vendor spend, particularly in technology and outsourced services
Investment Transactions (Single-Issuer Exposure)	Investment Committee / CEO Authority	≤ $50,000,000	—	≤ $75,000,000	$25,000,000	50.0%	N/A	Adjusted per 46.4% growth in total invested assets from $11.2B (2016) to $16.4B (2024). Investment Committee chaired by Jonathan K. Whitmore.
M&A / Strategic Transactions	Board Approval Required	> $10,000,000	—	> $25,000,000	$15,000,000	150.0%	N/A	Reflects peer benchmarking; DGCL § 141(c) considerations analyzed in Delaware Law Memorandum dated November 18, 2025
Litigation Settlement	General Counsel Authority	≤ $500,000	—	≤ $1,000,000	$500,000	100.0%	N/A	GC: Dennis R. Okonkwo
Litigation Settlement	CEO + General Counsel Joint Approval	> $500,000 – $3,000,000	—	> $1,000,000 – $5,000,000	Range widened	N/A (range)	N/A	Proportional increase
Litigation Settlement	Board / Audit Committee Approval	> $3,000,000	—	> $5,000,000	$2,000,000	66.7%	N/A	Audit Committee (chaired by Dr. Lilian Fong-Archer) retains oversight
Charitable / Political Contributions	CEO Authority (per commitment)	≤ $100,000	—	≤ $250,000	$150,000	150.0%	N/A	Aligned with peer practices and updated corporate giving program
Officer Hiring (Base Salary)	CEO Authority	≤ $350,000 base salary	—	≤ $500,000 base salary	$150,000	42.9%	N/A	Compensation & Human Capital Committee (chaired by Claudia M. Severin) approval required above threshold

[sheet: Summary Statistics]

Metric	Value
Total authority categories reviewed	10
Categories with threshold increases	10 (100%)
New standalone categories created	1 (Technology / IT Spending — previously bundled in Capital Expenditures)
Average percentage increase (single-value thresholds)	~101%
Median percentage increase (single-value thresholds)	100%
Categories aligned with or below peer median	Capital Expenditures (CEO sole authority: proposed $5.0M vs. peer median $4.5M)
Date of current DOA Matrix	October 6, 2017 (comprehensive); interim amendment April 22, 2020
Years since last comprehensive update	~8 years
Peer group — DOA matrices updated within prior 24 months	12 of 14 peers (85.7%)
QIH total invested assets (2016 baseline)	$11.2 billion
QIH total invested assets (FY 2024)	$16.4 billion
Invested asset growth (2016–2024)	46.4%
QIH consolidated revenue (FY 2024)	$3.12 billion
QIH total assets (FY 2024)	$18.7 billion
QIH market capitalization (Sept. 2025)	~$4.8 billion
Number of regulated insurance subsidiaries	3 (Quorum P&C — CT/NAIC 38472; Lone Star Specialty — TX/NAIC 41359; Great Lakes Surety — OH/NAIC 29814)
Identified compliance gap	Lone Star Specialty Insurance Company operating at $3.0M claims-settlement authority vs. $1.0M authorized threshold (per Garrett & Whitfield LLP management letter, March 14, 2025)
Board adoption target date	December 11, 2025
Anticipated public filing date	December 15, 2025 (Form 8-K and website posting)

[sheet: Approval Chain Summary]

Authority Category	Tier 1 — Individual Officer	Tier 1 Threshold	Tier 2 — Dual / Senior Approval	Tier 2 Threshold	Tier 3 — Committee / Board	Tier 3 Threshold	Oversight Committee
Capital Expenditures	CEO (Margaret A. Calloway)	≤ $5,000,000	CEO + CFO (Patricia Sung-Hee Lam)	> $5,000,000 – $15,000,000	Full Board	> $15,000,000	N/A
Claims Settlement	Subsidiary CEO (e.g., Dexter W. Ng for Quorum P&C)	≤ $2,500,000 per claim	Parent CEO	> $2,500,000 – $10,000,000	Board / Risk Committee	> $10,000,000	Risk Committee (Chair: Raymond T. Huerta)
Reinsurance Treaties	CEO	≤ $50,000,000 per treaty	—	—	Board / Risk Committee	> $50,000,000	Risk Committee
Technology / IT Spending	CEO	≤ $3,000,000 per project	—	—	Board / Tech & Cyber Committee	> $3,000,000	Technology & Cybersecurity Oversight Committee (Chair: Priya Narasimhan)
Vendor Contracts	CEO	≤ $5,000,000 annual value	—	—	Board	> $5,000,000	N/A
Investment Transactions (Single-Issuer)	CEO / CIO	≤ $75,000,000	—	—	Investment Committee / Board	> $75,000,000	Investment Committee (Chair: Jonathan K. Whitmore)
M&A / Strategic Transactions	CEO	≤ $25,000,000	—	—	Full Board	> $25,000,000	Full Board (per DGCL §§ 141(a), 141(c))
Litigation Settlement	General Counsel (Dennis R. Okonkwo)	≤ $1,000,000	CEO + GC	> $1,000,000 – $5,000,000	Board / Audit Committee	> $5,000,000	Audit Committee (Chair: Dr. Lilian Fong-Archer)
Charitable / Political Contributions	CEO	≤ $250,000 per commitment	—	—	Board / Nom/Gov Committee	> $250,000	Nominating & Corporate Governance Committee (Chair: Arthur J. Pennington)
Officer Hiring (Base Salary)	CEO	≤ $500,000 base salary	—	—	Compensation & Human Capital Committee	> $500,000	Compensation & Human Capital Committee (Chair: Claudia M. Severin)

[sheet: Subsidiary Considerations]

Subsidiary	Domicile	NAIC Code	Key DOA Issue Identified	Remediation Action	Regulatory Filing Required	Filing Deadline	Regulatory Advisor
Quorum Property & Casualty Insurance Company	Connecticut	38472	Inconsistent dollar thresholds between parent DOA Matrix and subsidiary-level authorities (per Garrett & Whitfield management letter, March 14, 2025)	Adopt Model Subsidiary DOA Matrix Template; align thresholds with parent matrix	CT Department of Insurance — Holding Company Filing (Form B); must reflect material changes to parent governance structure	March 1, 2026	Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich)
Lone Star Specialty Insurance Company	Texas	41359	Claims-settlement authority exceeded authorized threshold: operating at $3.0M per claim vs. $1.0M authorized (Garrett & Whitfield observation); lacked documented board ratification	Adopt Model Subsidiary DOA Matrix Template with $2.5M subsidiary CEO claims-settlement threshold; obtain retroactive board ratification via omnibus resolution	TX Department of Insurance — Informational filing within 30 days of adoption of amendments to upstream delegation authorities	Within 30 days of December 11, 2025 adoption (i.e., by ~January 10, 2026)	Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich)
Great Lakes Surety & Indemnity Co.	Ohio	29814	Subsidiary DOA matrix not formally aligned with parent; no material threshold breaches identified	Adopt Model Subsidiary DOA Matrix Template	OH Department of Insurance — Informational filing per OH Rev. Code § 3901.32 et seq.; similar to TX requirement	Within 30 days of December 11, 2025 adoption	Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich)
Quorum MGA Services, LLC	Delaware	N/A	No formal subsidiary-level DOA matrix existed; authority exercised under parent matrix by default	Adopt Model Subsidiary DOA Matrix Template tailored to MGA operations	None (not a regulated insurer)	N/A	N/A
Vantage Digital Insurance Solutions, Inc.	Delaware	N/A	No formal subsidiary-level DOA matrix existed; technology spending previously bundled in parent capex category	Adopt Model Subsidiary DOA Matrix Template; Technology/IT spending now a standalone category	None (not a regulated insurer)	N/A	N/A

[sheet: Triggering Events & References]

Date	Event / Document	Source / Author	Key Finding or Action
2016-02-12	Original committee charters adopted	QIH Board of Directors	Established initial governance framework including Investment Committee thresholds ($50M single-issuer, $250M aggregate rebalancing)
2017-10-06	DOA Matrix last comprehensively updated	QIH Board of Directors	Set current threshold levels across all authority categories
2019-03-20	First set of charter amendments	QIH Board of Directors	Targeted charter amendments; DOA Matrix not addressed
2020-04-22	Interim DOA amendment	QIH Board of Directors	Claims-payment authority thresholds amended only; no other categories updated
2021-06-14	Second set of charter amendments	QIH Board of Directors	'Human capital' nomenclature added to Compensation Committee; DOA Matrix not addressed
2025-03-14	Management letter issued (FY 2024 audit)	Garrett & Whitfield LLP (Roland S. Brewer, Lead Engagement Partner)	Three observations: (1) inconsistent dollar thresholds between parent and subsidiary DOA; (2) absence of Technology & Information Security Committee charter; (3) Lone Star claims-settlement authority exceeded $1.0M threshold without ratification
2025-06-18	Shareholder letter to Lead Independent Director	Veltrano Institutional Partners, LP (Terrence Blackwood); ~8.3% ownership	Urged enhanced governance documentation and disclosure
2025-06-30	Governance benchmarking report delivered	Apex Proxy Advisors, Inc. (Dana Durneval)	Compared QIH to 14 peers: 12 of 14 peers updated DOA matrices within prior 24 months; peer median CEO sole capex authority $4.5M; 11 of 14 peers had technology/cyber committee or explicit charter provisions
2025-07-22	Board authorizes governance overhaul project	QIH Board of Directors	Formal authorization to proceed with comprehensive charter and DOA overhaul
2025-09-05	Engagement letter executed	Calderwood & Harkness LLP (Elaine Forsythe, Responsible Partner)	Engagement No. 1025-00005; scope includes DOA Matrix revision
2025-10-03	Initial gap analysis memoranda delivered	Calderwood & Harkness LLP	Detailed analysis of charter and DOA gaps; category-by-category threshold review
2025-11-05	First draft of revised DOA Matrix and subsidiary template delivered	Calderwood & Harkness LLP	Draft proposed thresholds circulated for committee review
2025-11-18	Delaware law memorandum delivered	Calderwood & Harkness LLP	Analysis of board delegation authority under DGCL §§ 141(a) and 141(c); addressed M&A threshold increase and expanded CEO authority
2025-12-01	Final/execution versions delivered	Calderwood & Harkness LLP	All governance documents in final form for board circulation
2025-12-11	Scheduled board meeting for adoption	QIH Board of Directors	Target adoption date for all restated charters, new charter, DOA Matrix, governance guidelines, and bylaw amendments
2025-12-15	Anticipated public filing date	QIH	Form 8-K filing and updated governance documents posted to corporate website; NYSE notification within 5 business days

[sheet: Cover]
Field | Value
Document Title | Delegation of Authority Matrix — Current vs. Proposed Threshold Comparison
Prepared For | Board of Directors, Quorum Insurance Holdings Corp.
Prepared By | Calderwood & Harkness LLP (Engagement No. 1025-00005)
Date | December 1, 2025
Purpose | Board reference exhibit to accompany the Final Board Memorandum for the December 11, 2025 board meeting
Client | Quorum Insurance Holdings Corp. (NYSE: QIHC)
Client Address | 280 Asylum Street, Suite 2200, Hartford, CT 06103
Current DOA Matrix Date | October 6, 2017 (comprehensive); interim amendment April 22, 2020 (claims-payment thresholds only)
Proposed DOA Matrix Date | December 11, 2025 (pending board adoption)
Peer Benchmarking Source | Apex Proxy Advisors, Inc. — Governance Benchmarking Report (June 30, 2025); peer group of 14 publicly traded insurance holding companies
Outside Counsel Team | Elaine Forsythe (Responsible Partner), Howard Bellamy (Billing Partner), Natasha Forbes (Lead Associate), Eric Johannsen (Working Associate)
Regulatory Advisor | Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich, Managing Director)
Confidentiality | PRIVILEGED & CONFIDENTIAL — Prepared at the direction of counsel
[sheet: Threshold Comparison]
Authority Category | Approval Level | Current Threshold — 2017 Matrix | Interim Amendment Note | Proposed Threshold | Dollar Change | Percentage Change | Peer Median — Apex Benchmarking | Rationale / Notes
Capital Expenditures | CEO Sole Authority | ≤ $2,000,000 | — | ≤ $5,000,000 | $3,000,000 | 150.0% | $4,500,000 | Inflation-adjusted; aligned with peer median of $4.5M
Capital Expenditures | CEO + CFO Joint Approval | > $2,000,000 – $7,500,000 | — | > $5,000,000 – $15,000,000 | Range widened by $5.5M (low) / $7.5M (high) | N/A (range) | N/A | Proportional increase reflecting peer benchmarking and business growth
Capital Expenditures | Board Approval Required | > $7,500,000 | — | > $15,000,000 | $7,500,000 | 100.0% | N/A | Threshold doubled; consistent with peer practice
Claims Settlement | Subsidiary CEO Authority (per claim) | ≤ $1,000,000 | Amended April 22, 2020 (thresholds only; no change to $1.0M ceiling) | ≤ $2,500,000 | $1,500,000 | 150.0% | N/A | Note: Lone Star Specialty Insurance Company was operating at $3.0M per claim without board ratification, exceeding the $1.0M authorized threshold. Proposed $2.5M ceiling addresses gap while maintaining board oversight above that level.
Claims Settlement | Parent CEO Authority (per claim) | > $1,000,000 – $5,000,000 | — | > $2,500,000 – $10,000,000 | Range widened | N/A (range) | N/A | Reflects growth in average claim severity and portfolio size
Claims Settlement | Board / Risk Committee Approval | > $5,000,000 | — | > $10,000,000 | $5,000,000 | 100.0% | N/A | Risk Committee (chaired by Raymond T. Huerta) retains oversight of large claims
Reinsurance Treaties | CEO Authority (per treaty) | ≤ $25,000,000 | — | ≤ $50,000,000 | $25,000,000 | 100.0% | N/A | Adjusted to reflect growth in gross written premium and reinsurance program complexity
Technology / IT Spending | CEO Authority (per project) | ≤ $1,500,000 | — | ≤ $3,000,000 | $1,500,000 | 100.0% | N/A | New standalone category; previously bundled within capital expenditures. Separated to enable oversight by proposed Technology & Cybersecurity Oversight Committee (Chair: Priya Narasimhan)
Vendor Contracts | CEO Authority (annual contract value) | ≤ $3,000,000 | — | ≤ $5,000,000 | $2,000,000 | 66.7% | N/A | Reflects increased vendor spend, particularly in technology and outsourced services
Investment Transactions (Single-Issuer Exposure) | Investment Committee / CEO Authority | ≤ $50,000,000 | — | ≤ $75,000,000 | $25,000,000 | 50.0% | N/A | Adjusted per 46.4% growth in total invested assets from $11.2B (2016) to $16.4B (2024). Investment Committee chaired by Jonathan K. Whitmore.
M&A / Strategic Transactions | Board Approval Required | > $10,000,000 | — | > $25,000,000 | $15,000,000 | 150.0% | N/A | Reflects peer benchmarking; DGCL § 141(c) considerations analyzed in Delaware Law Memorandum dated November 18, 2025
Litigation Settlement | General Counsel Authority | ≤ $500,000 | — | ≤ $1,000,000 | $500,000 | 100.0% | N/A | GC: Dennis R. Okonkwo
Litigation Settlement | CEO + General Counsel Joint Approval | > $500,000 – $3,000,000 | — | > $1,000,000 – $5,000,000 | Range widened | N/A (range) | N/A | Proportional increase
Litigation Settlement | Board / Audit Committee Approval | > $3,000,000 | — | > $5,000,000 | $2,000,000 | 66.7% | N/A | Audit Committee (chaired by Dr. Lilian Fong-Archer) retains oversight
Charitable / Political Contributions | CEO Authority (per commitment) | ≤ $100,000 | — | ≤ $250,000 | $150,000 | 150.0% | N/A | Aligned with peer practices and updated corporate giving program
Officer Hiring (Base Salary) | CEO Authority | ≤ $350,000 base salary | — | ≤ $500,000 base salary | $150,000 | 42.9% | N/A | Compensation & Human Capital Committee (chaired by Claudia M. Severin) approval required above threshold
[sheet: Summary Statistics]
Metric | Value
Total authority categories reviewed | 10
Categories with threshold increases | 10 (100%)
New standalone categories created | 1 (Technology / IT Spending — previously bundled in Capital Expenditures)
Average percentage increase (single-value thresholds) | ~101%
Median percentage increase (single-value thresholds) | 100%
Categories aligned with or below peer median | Capital Expenditures (CEO sole authority: proposed $5.0M vs. peer median $4.5M)
Date of current DOA Matrix | October 6, 2017 (comprehensive); interim amendment April 22, 2020
Years since last comprehensive update | ~8 years
Peer group — DOA matrices updated within prior 24 months | 12 of 14 peers (85.7%)
QIH total invested assets (2016 baseline) | $11.2 billion
QIH total invested assets (FY 2024) | $16.4 billion
Invested asset growth (2016–2024) | 46.4%
QIH consolidated revenue (FY 2024) | $3.12 billion
QIH total assets (FY 2024) | $18.7 billion
QIH market capitalization (Sept. 2025) | ~$4.8 billion
Number of regulated insurance subsidiaries | 3 (Quorum P&C — CT/NAIC 38472; Lone Star Specialty — TX/NAIC 41359; Great Lakes Surety — OH/NAIC 29814)
Identified compliance gap | Lone Star Specialty Insurance Company operating at $3.0M claims-settlement authority vs. $1.0M authorized threshold (per Garrett & Whitfield LLP management letter, March 14, 2025)
Board adoption target date | December 11, 2025
Anticipated public filing date | December 15, 2025 (Form 8-K and website posting)
[sheet: Approval Chain Summary]
Authority Category | Tier 1 — Individual Officer | Tier 1 Threshold | Tier 2 — Dual / Senior Approval | Tier 2 Threshold | Tier 3 — Committee / Board | Tier 3 Threshold | Oversight Committee
Capital Expenditures | CEO (Margaret A. Calloway) | ≤ $5,000,000 | CEO + CFO (Patricia Sung-Hee Lam) | > $5,000,000 – $15,000,000 | Full Board | > $15,000,000 | N/A
Claims Settlement | Subsidiary CEO (e.g., Dexter W. Ng for Quorum P&C) | ≤ $2,500,000 per claim | Parent CEO | > $2,500,000 – $10,000,000 | Board / Risk Committee | > $10,000,000 | Risk Committee (Chair: Raymond T. Huerta)
Reinsurance Treaties | CEO | ≤ $50,000,000 per treaty | — | — | Board / Risk Committee | > $50,000,000 | Risk Committee
Technology / IT Spending | CEO | ≤ $3,000,000 per project | — | — | Board / Tech & Cyber Committee | > $3,000,000 | Technology & Cybersecurity Oversight Committee (Chair: Priya Narasimhan)
Vendor Contracts | CEO | ≤ $5,000,000 annual value | — | — | Board | > $5,000,000 | N/A
Investment Transactions (Single-Issuer) | CEO / CIO | ≤ $75,000,000 | — | — | Investment Committee / Board | > $75,000,000 | Investment Committee (Chair: Jonathan K. Whitmore)
M&A / Strategic Transactions | CEO | ≤ $25,000,000 | — | — | Full Board | > $25,000,000 | Full Board (per DGCL §§ 141(a), 141(c))
Litigation Settlement | General Counsel (Dennis R. Okonkwo) | ≤ $1,000,000 | CEO + GC | > $1,000,000 – $5,000,000 | Board / Audit Committee | > $5,000,000 | Audit Committee (Chair: Dr. Lilian Fong-Archer)
Charitable / Political Contributions | CEO | ≤ $250,000 per commitment | — | — | Board / Nom/Gov Committee | > $250,000 | Nominating & Corporate Governance Committee (Chair: Arthur J. Pennington)
Officer Hiring (Base Salary) | CEO | ≤ $500,000 base salary | — | — | Compensation & Human Capital Committee | > $500,000 | Compensation & Human Capital Committee (Chair: Claudia M. Severin)
[sheet: Subsidiary Considerations]
Subsidiary | Domicile | NAIC Code | Key DOA Issue Identified | Remediation Action | Regulatory Filing Required | Filing Deadline | Regulatory Advisor
Quorum Property & Casualty Insurance Company | Connecticut | 38472 | Inconsistent dollar thresholds between parent DOA Matrix and subsidiary-level authorities (per Garrett & Whitfield management letter, March 14, 2025) | Adopt Model Subsidiary DOA Matrix Template; align thresholds with parent matrix | CT Department of Insurance — Holding Company Filing (Form B); must reflect material changes to parent governance structure | March 1, 2026 | Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich)
Lone Star Specialty Insurance Company | Texas | 41359 | Claims-settlement authority exceeded authorized threshold: operating at $3.0M per claim vs. $1.0M authorized (Garrett & Whitfield observation); lacked documented board ratification | Adopt Model Subsidiary DOA Matrix Template with $2.5M subsidiary CEO claims-settlement threshold; obtain retroactive board ratification via omnibus resolution | TX Department of Insurance — Informational filing within 30 days of adoption of amendments to upstream delegation authorities | Within 30 days of December 11, 2025 adoption (i.e., by ~January 10, 2026) | Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich)
Great Lakes Surety & Indemnity Co. | Ohio | 29814 | Subsidiary DOA matrix not formally aligned with parent; no material threshold breaches identified | Adopt Model Subsidiary DOA Matrix Template | OH Department of Insurance — Informational filing per OH Rev. Code § 3901.32 et seq.; similar to TX requirement | Within 30 days of December 11, 2025 adoption | Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich)
Quorum MGA Services, LLC | Delaware | N/A | No formal subsidiary-level DOA matrix existed; authority exercised under parent matrix by default | Adopt Model Subsidiary DOA Matrix Template tailored to MGA operations | None (not a regulated insurer) | N/A | N/A
Vantage Digital Insurance Solutions, Inc. | Delaware | N/A | No formal subsidiary-level DOA matrix existed; technology spending previously bundled in parent capex category | Adopt Model Subsidiary DOA Matrix Template; Technology/IT spending now a standalone category | None (not a regulated insurer) | N/A | N/A
[sheet: Triggering Events & References]
Date | Event / Document | Source / Author | Key Finding or Action
2016-02-12 | Original committee charters adopted | QIH Board of Directors | Established initial governance framework including Investment Committee thresholds ($50M single-issuer, $250M aggregate rebalancing)
2017-10-06 | DOA Matrix last comprehensively updated | QIH Board of Directors | Set current threshold levels across all authority categories
2019-03-20 | First set of charter amendments | QIH Board of Directors | Targeted charter amendments; DOA Matrix not addressed
2020-04-22 | Interim DOA amendment | QIH Board of Directors | Claims-payment authority thresholds amended only; no other categories updated
2021-06-14 | Second set of charter amendments | QIH Board of Directors | 'Human capital' nomenclature added to Compensation Committee; DOA Matrix not addressed
2025-03-14 | Management letter issued (FY 2024 audit) | Garrett & Whitfield LLP (Roland S. Brewer, Lead Engagement Partner) | Three observations: (1) inconsistent dollar thresholds between parent and subsidiary DOA; (2) absence of Technology & Information Security Committee charter; (3) Lone Star claims-settlement authority exceeded $1.0M threshold without ratification
2025-06-18 | Shareholder letter to Lead Independent Director | Veltrano Institutional Partners, LP (Terrence Blackwood); ~8.3% ownership | Urged enhanced governance documentation and disclosure
2025-06-30 | Governance benchmarking report delivered | Apex Proxy Advisors, Inc. (Dana Durneval) | Compared QIH to 14 peers: 12 of 14 peers updated DOA matrices within prior 24 months; peer median CEO sole capex authority $4.5M; 11 of 14 peers had technology/cyber committee or explicit charter provisions
2025-07-22 | Board authorizes governance overhaul project | QIH Board of Directors | Formal authorization to proceed with comprehensive charter and DOA overhaul
2025-09-05 | Engagement letter executed | Calderwood & Harkness LLP (Elaine Forsythe, Responsible Partner) | Engagement No. 1025-00005; scope includes DOA Matrix revision
2025-10-03 | Initial gap analysis memoranda delivered | Calderwood & Harkness LLP | Detailed analysis of charter and DOA gaps; category-by-category threshold review
2025-11-05 | First draft of revised DOA Matrix and subsidiary template delivered | Calderwood & Harkness LLP | Draft proposed thresholds circulated for committee review
2025-11-18 | Delaware law memorandum delivered | Calderwood & Harkness LLP | Analysis of board delegation authority under DGCL §§ 141(a) and 141(c); addressed M&A threshold increase and expanded CEO authority
2025-12-01 | Final/execution versions delivered | Calderwood & Harkness LLP | All governance documents in final form for board circulation
2025-12-11 | Scheduled board meeting for adoption | QIH Board of Directors | Target adoption date for all restated charters, new charter, DOA Matrix, governance guidelines, and bylaw amendments
2025-12-15 | Anticipated public filing date | QIH | Form 8-K filing and updated governance documents posted to corporate website; NYSE notification within 5 business days

[sheet: Cover]

Record

Parties

Dates

Amounts