1025-00003 · Delaware corp · Delegation of Authority

model-subsidiary-doa-template.xlsx DOCUMENT Capital Markets

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[sheet: Instructions]

Section	Content
Purpose	This Model Subsidiary Delegation of Authority Matrix Template has been prepared by Calderwood & Harkness LLP (Engagement No. 1025-00005) for adoption by each regulated and operating subsidiary of Quorum Insurance Holdings Corp. (NYSE: QIHC). It is designed to address the inconsistencies between parent-level and subsidiary-level authority thresholds identified in the Initial Gap Analysis Memorandum dated October 3, 2025, and the observations in the Garrett & Whitfield LLP management letter dated March 14, 2025 for the FY 2024 audit. Each subsidiary should customize the placeholder thresholds below based on its scale, regulatory environment, and business profile, subject to the constraint that no subsidiary threshold may exceed the corresponding parent-level threshold in the Revised Delegation of Authority Matrix of Quorum Insurance Holdings Corp. approved by the Board of Directors on December 11, 2025.
Applicable Subsidiaries	This template is intended for adoption by: (1) Quorum Property & Casualty Insurance Company (CT-domiciled, NAIC 38472); (2) Lone Star Specialty Insurance Company (TX-domiciled, NAIC 41359); (3) Great Lakes Surety & Indemnity Co. (OH-domiciled, NAIC 29814); (4) Quorum MGA Services, LLC (DE LLC); and (5) Vantage Digital Insurance Solutions, Inc. (DE corporation).
Customization Guidelines	Each subsidiary CEO, in consultation with the Quorum General Counsel & Corporate Secretary (Dennis R. Okonkwo) and Chief Compliance Officer (Ivan D. Pruett), shall propose subsidiary-specific thresholds. Proposed thresholds must be submitted to the QIH CEO (Margaret A. Calloway) and CFO (Patricia Sung-Hee Lam) for approval. For regulated insurance subsidiaries, proposed thresholds must also be reviewed by Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich, Managing Director) for compliance with applicable state insurance holding company act requirements.
Regulatory Notes	Regulated insurance subsidiaries are subject to state holding company act requirements: CT Department of Insurance (Quorum P&C — Form B annual filing due March 1, 2026); TX Department of Insurance (Lone Star — informational filing within 30 days of adoption of material governance changes); OH Department of Insurance (Great Lakes — OH Rev. Code § 3901.32 et seq., similar informational filing requirements). Changes to subsidiary-level delegation authorities may constitute material changes requiring regulatory notification.
Cross-Reference to Parent DOA Matrix	All subsidiary thresholds must be read in conjunction with the parent-level Revised Delegation of Authority Matrix. Where a subsidiary threshold is reached, the matter must be escalated to the parent-level approval chain. The parent DOA Matrix was last comprehensively updated on October 6, 2017, with an interim amendment on April 22, 2020 (claims-payment thresholds only), and has been fully revised effective December 11, 2025.
Key Issue — Lone Star Claims Settlement	The gap analysis identified that Lone Star Specialty Insurance Company was operating at a $3.0M per-claim settlement authority, which exceeded the $1.0M subsidiary CEO threshold authorized in the 2017 parent DOA Matrix without documented board ratification. The revised parent DOA Matrix sets the subsidiary CEO claims-settlement threshold at $2.5M per claim. Lone Star must adopt a threshold at or below $2.5M and must not exceed the authorized threshold without express written approval from the QIH Board or Risk Committee.
Approval & Adoption	Each subsidiary board of directors (or sole member/manager, as applicable) shall adopt a customized version of this template by board resolution. Adopted subsidiary DOA matrices shall be filed with the QIH Corporate Secretary's office and reviewed annually. The Chief Audit Executive (Renata M. Vásquez) shall include subsidiary DOA compliance in the annual internal audit plan.
Definitions	"Subsidiary CEO" means the president or chief executive officer of the applicable subsidiary. "Parent CEO" means the Chair of the Board & CEO of Quorum Insurance Holdings Corp. "Board" means the Board of Directors of Quorum Insurance Holdings Corp. unless otherwise specified. "Committee" means the applicable standing committee of the QIH Board (Audit, Compensation & Human Capital, Nominating & Corporate Governance, Risk, Investment, or Technology & Cybersecurity Oversight).
Version Control	Template version: 1.0. Prepared: November 5, 2025 (first draft); finalized December 1, 2025. Prepared by: Natasha Forbes and Eric Johannsen, Calderwood & Harkness LLP. Reviewed by: Elaine Forsythe, Responsible Partner, Calderwood & Harkness LLP.
Confidentiality Notice	This document is confidential and privileged attorney work product prepared at the direction of Quorum Insurance Holdings Corp. It should not be distributed outside of QIH and its subsidiaries without the prior written consent of the QIH General Counsel. Distribution to Broadleaf Insurance Regulatory Consultants, LLC and state insurance regulators is authorized as necessary for regulatory compliance purposes.

[sheet: Subsidiary DOA Matrix]

Authority Category	Sub-Category / Description	Subsidiary CEO Sole Authority — Threshold	Subsidiary CEO + Subsidiary CFO/COO — Threshold Range	Escalation to Parent CEO — Threshold Range	Escalation to Parent CEO + Parent CFO — Threshold Range	Escalation to QIH Board / Committee — Threshold	Applicable QIH Committee	Parent DOA Matrix Cross-Reference Threshold	Regulatory Considerations	Notes / Customization Instructions
Capital Expenditures	All capital expenditures including equipment, facilities, and infrastructure (excluding Technology/IT — see separate category)	≤ $1.0M	> $1.0M – $3.0M	> $3.0M – $5.0M	> $5.0M – $15.0M	> $15.0M — Full Board	N/A (Full Board)	Parent CEO sole authority: ≤ $5.0M; Parent CEO + CFO: > $5.0M – $15.0M; Board: > $15.0M	For regulated insurance subsidiaries, significant capital expenditures may require disclosure in holding company act filings	Placeholder threshold; adjust based on subsidiary's annual capital budget. Must not exceed parent-level thresholds.
Claims Settlement	Per-claim settlement authority for insurance claims (regulated insurance subsidiaries only)	≤ $2.5M per claim	> $2.5M – $5.0M per claim	> $5.0M – $10.0M per claim	N/A	> $10.0M — QIH Board / Risk Committee	Risk Committee (Raymond T. Huerta, Chair)	Parent: Subsidiary CEO ≤ $2.5M; Parent CEO > $2.5M – $10.0M; Board/Risk Committee > $10.0M	CT/TX/OH insurance regulations may impose separate claims-handling authority requirements. Coordinate with Broadleaf Insurance Regulatory Consultants, LLC. Note: Lone Star previously operated at $3.0M without authorization; new maximum subsidiary CEO threshold is $2.5M.	Regulated insurance subsidiaries only. Quorum MGA and Vantage Digital: N/A unless acting under delegated underwriting authority.
Reinsurance Treaties	Authority to bind or execute reinsurance treaties, including facultative and treaty reinsurance	≤ $10.0M per treaty	> $10.0M – $25.0M per treaty	> $25.0M – $50.0M per treaty	N/A	> $50.0M — QIH Board / Risk Committee	Risk Committee	Parent CEO authority: ≤ $50.0M per treaty; Board/Risk Committee: > $50.0M	State insurance regulators may require prior approval or notification for certain reinsurance arrangements	Regulated insurance subsidiaries only. Adjust based on subsidiary's reinsurance program scale.
Technology / IT Spending	Per-project technology and IT expenditures (previously bundled in capital expenditures; now a separate category)	≤ $500K per project	> $500K – $1.5M per project	> $1.5M – $3.0M per project	N/A	> $3.0M — QIH Board / Tech & Cyber Committee	Technology & Cybersecurity Oversight Committee (Priya Narasimhan, proposed Chair)	Parent CEO authority: ≤ $3.0M per project; Board/Tech & Cyber Committee: > $3.0M	For Vantage Digital Insurance Solutions, Inc., technology spending is core operations; thresholds may be calibrated higher within parent limits	New category effective December 11, 2025. Coordinate with Technology & Cybersecurity Oversight Committee reporting requirements.
Vendor Contracts	Authority to execute vendor, supplier, and service contracts based on annual contract value	≤ $1.0M annual value	> $1.0M – $2.5M annual value	> $2.5M – $5.0M annual value	N/A	> $5.0M — QIH Board	N/A (Full Board)	Parent CEO authority: ≤ $5.0M annual value; Board: > $5.0M	Third-party technology vendor contracts may also require review under the Technology & Cybersecurity Oversight Committee charter (third-party technology risk oversight)	Adjust based on subsidiary's vendor portfolio. For Quorum MGA, managing general agency agreements are subject to separate authority provisions.
Investment Transactions (Single-Issuer Exposure)	Authority to execute investment transactions creating or increasing single-issuer exposure	≤ $15.0M per issuer	> $15.0M – $35.0M per issuer	> $35.0M – $75.0M per issuer	N/A	> $75.0M — QIH Board / Investment Committee	Investment Committee (Jonathan K. Whitmore, Chair)	Parent: ≤ $75.0M per single-issuer (updated from $50.0M; reflects 46.4% growth in invested assets from $11.2B in 2016 to $16.4B in 2024)	State insurance investment regulations (e.g., CT, TX, OH admitted asset and diversification requirements) impose separate limits	Regulated insurance subsidiaries only. Thresholds should reflect subsidiary's invested asset base. Parent threshold increased from $50.0M to $75.0M per Investment Committee charter restatement.
M&A / Strategic Transactions	Acquisitions, divestitures, joint ventures, strategic investments, and similar transactions	≤ $2.5M	> $2.5M – $10.0M	> $10.0M – $25.0M	N/A	> $25.0M — QIH Board	N/A (Full Board); DGCL § 141(c) — mergers and certain fundamental transactions are non-delegable	Parent: > $25.0M requires QIH Board approval (increased from $10.0M per peer benchmarking by Apex Proxy Advisors, Inc.)	State insurance holding company acts may require prior regulatory approval for acquisitions of control or material transactions involving regulated subsidiaries	All M&A involving a regulated insurance subsidiary must be coordinated with QIH General Counsel and Broadleaf Insurance Regulatory Consultants, LLC.
Litigation Settlement	Authority to settle litigation, arbitration, regulatory proceedings, or threatened claims	≤ $250K per matter	> $250K – $500K per matter	> $500K – $1.0M per matter (escalate to Parent GC)	> $1.0M – $5.0M (Parent CEO + GC)	> $5.0M — QIH Board / Audit Committee	Audit Committee (Dr. Lilian Fong-Archer, Chair)	Parent GC authority: ≤ $1.0M; Parent CEO + GC: > $1.0M – $5.0M; Board/Audit Committee: > $5.0M	Regulatory enforcement settlements involving regulated subsidiaries may require separate regulatory disclosure	Subsidiary general counsel or designated legal officer has initial authority. All settlements above $250K must be reported to QIH General Counsel (Dennis R. Okonkwo).
Charitable / Political Contributions	Charitable donations, sponsorships, political contributions, and PAC funding on behalf of the subsidiary	≤ $50K per commitment	> $50K – $100K	> $100K – $250K (escalate to Parent CEO)	N/A	> $250K — QIH Board	N/A (Full Board)	Parent CEO authority: ≤ $250K per commitment; Board: > $250K	Political contributions subject to applicable state and federal campaign finance laws	Adjust based on subsidiary's community engagement budget.
Officer Hiring (Base Salary)	Authority to hire officers and set base compensation	≤ $200K base salary	> $200K – $350K base salary	> $350K – $500K (escalate to Parent CEO)	N/A	> $500K — Compensation & Human Capital Committee	Compensation & Human Capital Committee (Claudia M. Severin, Chair)	Parent CEO authority: ≤ $500K base; Comp Committee: > $500K	N/A	Subsidiary CEO authority capped below parent threshold. All executive-level hires at subsidiary to be reported to QIH Chief Compliance Officer.
Data Privacy & Cybersecurity Incident Response	Authority to engage external forensic, legal, or public-relations firms and authorize expenditures in connection with a cybersecurity incident or data breach	≤ $250K initial response (Subsidiary CEO + Subsidiary CISO/CTO)	> $250K – $1.0M (escalate to Parent CEO and QIH CISO)	> $1.0M (escalate to Parent CEO + GC)	N/A	Material incidents — immediate notification to QIH Board / Tech & Cyber Committee and Audit Committee	Technology & Cybersecurity Oversight Committee; Audit Committee	Coordination protocol between Tech & Cyber Committee, Risk Committee, and Audit Committee per restated charters	State breach notification laws (CT, TX, OH) impose mandatory notification timelines. Coordinate with Broadleaf Insurance Regulatory Consultants, LLC.	New category. Incident response plan should be reviewed annually per Technology & Cybersecurity Oversight Committee charter.
Debt Issuance / Borrowing	Authority to incur indebtedness, enter into credit facilities, or issue promissory notes on behalf of the subsidiary	≤ $1.0M	> $1.0M – $5.0M	> $5.0M – $15.0M (escalate to Parent CEO + CFO)	> $15.0M – $50.0M (Parent CEO + CFO)	> $50.0M — QIH Board	N/A (Full Board)	Parent CEO + CFO authority: ≤ $50.0M; Board: > $50.0M	Regulated insurance subsidiaries may be subject to state insurance department approval for certain borrowings or surplus note issuances	Coordinate with QIH Treasury. Regulated insurer borrowing may require prior regulatory approval under applicable holding company acts.
Real Estate Leases	Authority to enter into, renew, or terminate real estate leases (office, warehouse, operational facilities)	≤ $500K annual rent	> $500K – $1.5M annual rent	> $1.5M – $3.0M annual rent (escalate to Parent CEO)	N/A	> $3.0M annual rent — QIH Board	N/A (Full Board)	Parent CEO authority: ≤ $3.0M annual rent; Board: > $3.0M	N/A	Consider total lease commitment value (annual rent × term) in addition to annual rent when calibrating thresholds.

[sheet: Subsidiary Profile Input]

Field	Value	Instructions
Subsidiary Full Legal Name	[e.g., Quorum Property & Casualty Insurance Company]	Enter the full legal name of the adopting subsidiary
Short Name	[e.g., Quorum P&C]	Enter commonly used abbreviated name
Entity Type	[e.g., Corporation (regulated insurer)]	Corporation, LLC, etc.
Jurisdiction of Organization	[e.g., Connecticut]	State of incorporation or organization
NAIC Company Code (if applicable)	[e.g., 38472]	Regulated insurance subsidiaries only; enter N/A for non-insurance entities
Domiciliary Regulator	[e.g., CT Department of Insurance]	Regulated insurance subsidiaries only; enter N/A for non-insurance entities
Subsidiary CEO / President	[e.g., Dexter W. Ng]	Name and title
Subsidiary CFO / Chief Financial Officer	[Enter name]	Name and title; or indicate if CFO function is handled at parent level
Subsidiary COO / Chief Operating Officer	[Enter name]	Name and title; enter N/A if position does not exist at subsidiary
Subsidiary General Counsel / Legal Officer	[Enter name]	Or indicate if legal function is handled at parent level by Dennis R. Okonkwo
Subsidiary Chief Information Security Officer (CISO) / CTO	[Enter name]	Or indicate if function is handled at parent level
Total Assets (most recent fiscal year)	[Enter amount]	Used to calibrate investment and capex thresholds
Total Invested Assets (most recent fiscal year)	[Enter amount]	Regulated insurers: used to calibrate investment transaction thresholds
Annual Revenue (most recent fiscal year)	[Enter amount]	Used for general threshold calibration
Annual Net Written Premium (most recent fiscal year)	[Enter amount]	Regulated insurers only; used to calibrate claims and reinsurance thresholds
Annual Claims Paid (most recent fiscal year)	[Enter amount]	Regulated insurers only; used to calibrate claims-settlement thresholds
Number of Employees	[Enter number]	Used to calibrate officer-hiring thresholds
Annual Capital Budget	[Enter amount]	Used to calibrate capex thresholds
Annual Technology/IT Budget	[Enter amount]	Used to calibrate technology spending thresholds
Holding Company Act Filing Requirements	[e.g., CT Form B due March 1 annually; TX informational filing within 30 days of material changes; OH Rev. Code § 3901.32]	Describe applicable state regulatory filing obligations
Date of Subsidiary Board Adoption	[Enter date]	Date subsidiary board adopts customized DOA matrix
Date Filed with QIH Corporate Secretary	[Enter date]	Must be filed promptly after adoption
Annual Review Date	[Enter date]	Recommended: align with QIH annual governance review cycle

[sheet: Threshold Calibration Guide]

Authority Category	Parent DOA Threshold — Officer Sole	Parent DOA Threshold — Dual Approval	Parent DOA Threshold — Board/Committee	Suggested Range: Large Regulated Insurer (e.g., Quorum P&C) — Officer Sole	Suggested Range: Mid-Size Regulated Insurer (e.g., Lone Star, Great Lakes) — Officer Sole	Suggested Range: Non-Insurance Operating Sub (e.g., Quorum MGA, Vantage Digital) — Officer Sole	Peer Median (from Apex Benchmarking)	Notes
Capital Expenditures	≤ $5.0M (CEO)	> $5.0M – $15.0M (CEO + CFO)	> $15.0M (Board)	≤ $2.0M – $3.0M	≤ $1.0M – $1.5M	≤ $500K – $1.0M	Peer median parent CEO sole authority: $4.5M	Non-insurance subsidiaries typically have smaller capital budgets
Claims Settlement (per claim)	≤ $2.5M (Sub CEO)	> $2.5M – $10.0M (Parent CEO)	> $10.0M (Board/Risk Cmte)	≤ $2.5M	≤ $1.5M – $2.0M	N/A	N/A	Lone Star was previously operating at $3.0M without authorization. New subsidiary CEO ceiling is $2.5M. Mid-size insurers should adopt lower thresholds proportionate to premium volume and reserve levels.
Reinsurance Treaties	≤ $50.0M (CEO)	N/A	> $50.0M (Board/Risk Cmte)	≤ $15.0M – $25.0M	≤ $5.0M – $10.0M	N/A	N/A	Regulated insurers only
Technology / IT Spending (per project)	≤ $3.0M (CEO)	N/A	> $3.0M (Board/Tech & Cyber Cmte)	≤ $1.0M – $1.5M	≤ $500K – $750K	≤ $1.0M – $2.0M (Vantage Digital — tech-focused)	N/A (new category)	Vantage Digital's core business is technology; thresholds may be set higher within parent ceiling
Vendor Contracts (annual value)	≤ $5.0M (CEO)	N/A	> $5.0M (Board)	≤ $2.0M – $3.0M	≤ $1.0M – $1.5M	≤ $750K – $1.0M	N/A	Adjust based on subsidiary's annual vendor spend profile
Investment Transactions (single-issuer)	≤ $75.0M	N/A	> $75.0M (Board/Investment Cmte)	≤ $25.0M – $40.0M	≤ $10.0M – $15.0M	N/A (non-insurance subs generally do not maintain investment portfolios)	N/A	Parent threshold increased from $50.0M to $75.0M reflecting 46.4% growth in total invested assets ($11.2B in 2016 to $16.4B in 2024)
M&A / Strategic Transactions	≤ $25.0M (CEO)	N/A	> $25.0M (Board)	≤ $5.0M – $10.0M	≤ $2.5M – $5.0M	≤ $2.5M – $5.0M	Peer median parent M&A board threshold: ~$20M–$30M	Parent threshold increased from $10.0M to $25.0M per Apex peer benchmarking. DGCL § 141(c) limits on committee delegation apply to fundamental transactions.
Litigation Settlement	≤ $1.0M (GC)	> $1.0M – $5.0M (CEO + GC)	> $5.0M (Board/Audit Cmte)	≤ $500K	≤ $250K	≤ $250K	N/A	All settlements to be reported to parent GC
Charitable / Political Contributions	≤ $250K (CEO)	N/A	> $250K (Board)	≤ $75K – $100K	≤ $50K	≤ $25K – $50K	N/A	Political contributions subject to state and federal campaign finance laws
Officer Hiring (base salary)	≤ $500K (CEO)	N/A	> $500K (Comp & HC Cmte)	≤ $300K – $350K	≤ $200K – $250K	≤ $200K – $250K	N/A	Comp Committee approval for any subsidiary officer hire above $500K base
Data Privacy & Cybersecurity Incident Response	≤ $250K (CEO + CISO)	> $250K – $1.0M (Parent CEO + CISO)	Material incidents — Board / Tech & Cyber Cmte + Audit Cmte	≤ $250K	≤ $150K – $250K	≤ $250K (Vantage Digital — heightened cyber profile)	N/A (new category)	Immediate notification requirements apply regardless of dollar threshold for material incidents
Debt Issuance / Borrowing	≤ $50.0M (CEO + CFO)	N/A	> $50.0M (Board)	≤ $5.0M – $10.0M	≤ $1.0M – $5.0M	≤ $1.0M – $2.5M	N/A	Regulated insurer borrowing may require prior state regulatory approval

[sheet: Escalation & Reporting Matrix]

Authority Category	Tier 1: Subsidiary Officer Sole Authority	Tier 1 Reporting Requirement	Tier 2: Subsidiary Dual Approval	Tier 2 Reporting Requirement	Tier 3: Escalation to Parent CEO	Tier 3 Reporting Requirement	Tier 4: Escalation to Parent CEO + CFO or GC	Tier 4 Reporting Requirement	Tier 5: QIH Board / Committee Approval	Applicable QIH Committee	Regulatory Notification Required?
Capital Expenditures	Subsidiary CEO: ≤ customized threshold (max $1.0M placeholder)	Quarterly summary report to Parent CEO and CFO	Subsidiary CEO + Subsidiary CFO/COO: > Tier 1 – $3.0M	Monthly report to Parent CFO (Patricia Sung-Hee Lam)	> $3.0M – $5.0M: escalate to Parent CEO	Notification to Parent CFO; include in Board materials at next regular meeting	> $5.0M – $15.0M: Parent CEO + Parent CFO approval	Report to Board at next regular meeting	> $15.0M: Full QIH Board approval required	Full Board	For regulated insurers, significant capex may require holding company act disclosure
Claims Settlement	Subsidiary CEO: ≤ customized threshold (max $2.5M)	Monthly summary report to Parent CEO and QIH Risk Committee	Subsidiary CEO + Subsidiary claims officer: > Tier 1 threshold	Immediate notification to Parent CEO	> subsidiary dual threshold (escalate to Parent CEO)	Notification to QIH Risk Committee Chair (Raymond T. Huerta)	> $2.5M – $10.0M: Parent CEO approval required	Report to Risk Committee at next regular meeting	> $10.0M: QIH Board / Risk Committee approval required	Risk Committee	Yes — state insurance regulators may require reporting of large claim settlements per domiciliary state requirements
Reinsurance Treaties	Subsidiary CEO: ≤ customized threshold (max $10.0M placeholder)	Quarterly summary report to Parent CEO and Risk Committee	Subsidiary CEO + Subsidiary CFO: > Tier 1 – $25.0M	Notification to Parent CEO within 5 business days of binding	> $25.0M – $50.0M: escalate to Parent CEO	Notification to Risk Committee Chair (Raymond T. Huerta)	N/A	N/A	> $50.0M: QIH Board / Risk Committee approval required	Risk Committee	Yes — state insurance regulators may require prior approval or notification for certain reinsurance arrangements
Technology / IT Spending	Subsidiary CEO: ≤ customized threshold (max $500K placeholder)	Quarterly report to Parent CEO and Tech & Cyber Committee	Subsidiary CEO + Subsidiary CTO/CISO: > Tier 1 – $1.5M	Notification to Parent CEO and QIH CISO within 10 business days	> $1.5M – $3.0M: escalate to Parent CEO	Notification to Tech & Cyber Committee Chair (Priya Narasimhan)	N/A	N/A	> $3.0M: QIH Board / Tech & Cyber Committee approval required	Technology & Cybersecurity Oversight Committee	N/A unless project involves material third-party technology risk
Vendor Contracts	Subsidiary CEO: ≤ customized threshold (max $1.0M placeholder)	Quarterly vendor contract summary report to Parent CEO	Subsidiary CEO + Subsidiary CFO: > Tier 1 – $2.5M	Notification to Parent CEO within 10 business days of execution	> $2.5M – $5.0M: escalate to Parent CEO	Notification to QIH General Counsel (Dennis R. Okonkwo) for contract review	N/A	N/A	> $5.0M: Full QIH Board approval required	Full Board	Technology vendor contracts may require Tech & Cyber Committee review per charter
Investment Transactions (Single-Issuer Exposure)	Subsidiary CEO: ≤ customized threshold (max $15.0M placeholder)	Monthly investment report to Parent CFO and Investment Committee	Subsidiary CEO + Subsidiary CIO/CFO: > Tier 1 – $35.0M	Immediate notification to Parent CFO	> $35.0M – $75.0M: escalate to Parent CEO	Notification to Investment Committee Chair (Jonathan K. Whitmore)	N/A	N/A	> $75.0M: QIH Board / Investment Committee approval required	Investment Committee	Yes — state insurance investment regulations impose separate diversification and admitted asset requirements
M&A / Strategic Transactions	Subsidiary CEO: ≤ customized threshold	Quarterly report to Parent CEO	N/A at subsidiary level for most subs	N/A	> subsidiary threshold: escalate to Parent CEO	Notification to QIH General Counsel (Dennis R. Okonkwo)	> $10.0M: Parent CEO approval; involve QIH GC	Report to Board at next meeting	> $25.0M: Full QIH Board approval	Full Board (non-delegable per DGCL § 141(c) for mergers)	Yes — state holding company act filings for transactions involving regulated insurance subsidiaries
Litigation Settlement	Subsidiary CEO / Legal Officer: ≤ customized threshold (max $250K)	Monthly litigation summary report to QIH General Counsel	Subsidiary CEO + Subsidiary legal officer: > Tier 1 – $500K	Immediate notification to QIH General Counsel (Dennis R. Okonkwo)	> $500K – $1.0M: escalate to Parent GC	Notification to Parent CEO; quarterly report to Audit Committee	> $1.0M – $5.0M: Parent CEO + GC approval	Report to Audit Committee at next regular meeting	> $5.0M: QIH Board / Audit Committee approval required	Audit Committee (Dr. Lilian Fong-Archer, Chair)	Yes — regulatory enforcement settlements may require separate disclosure to applicable state regulators
Charitable / Political Contributions	Subsidiary CEO: ≤ customized threshold (max $50K)	Annual summary report to Parent CEO	Subsidiary CEO + Subsidiary CFO: > Tier 1 – $100K	Notification to Parent CEO within 30 days	> $100K – $250K: escalate to Parent CEO	Notification to QIH General Counsel for compliance review	N/A	N/A	> $250K: Full QIH Board approval required	Full Board	Political contributions subject to federal and state campaign finance laws; coordinate with QIH Compliance
Officer Hiring (Base Salary)	Subsidiary CEO: ≤ customized threshold (max $200K)	Quarterly staffing report to Parent CEO and QIH Chief Compliance Officer	Subsidiary CEO + Subsidiary HR/CFO: > Tier 1 – $350K	Notification to Parent CEO within 10 business days of offer	> $350K – $500K: escalate to Parent CEO	Notification to Compensation & Human Capital Committee Chair (Claudia M. Severin)	N/A	N/A	> $500K: Compensation & Human Capital Committee approval required	Compensation & Human Capital Committee	N/A
Data Privacy & Cybersecurity Incident Response	Subsidiary CEO + Subsidiary CISO/CTO: ≤ $250K initial response	Immediate notification to QIH CISO and General Counsel upon detection of any material incident regardless of spend	> $250K – $1.0M: escalate to Parent CEO and QIH CISO	Immediate notification to Tech & Cyber Committee Chair (Priya Narasimhan) and Audit Committee Chair (Dr. Lilian Fong-Archer)	> $1.0M: escalate to Parent CEO + GC	Notification to full QIH Board within 24 hours for material incidents	N/A	N/A	Material incidents: immediate notification to QIH Board / Tech & Cyber Committee and Audit Committee	Technology & Cybersecurity Oversight Committee; Audit Committee	Yes — state breach notification laws (CT, TX, OH) impose mandatory notification timelines; coordinate with Broadleaf Insurance Regulatory Consultants, LLC
Debt Issuance / Borrowing	Subsidiary CEO: ≤ customized threshold (max $1.0M placeholder)	Monthly report to Parent CFO	Subsidiary CEO + Subsidiary CFO: > Tier 1 – $5.0M	Immediate notification to Parent CFO (Patricia Sung-Hee Lam)	> $5.0M – $15.0M: escalate to Parent CEO + CFO	Notification to Parent CEO; include in Board materials	> $15.0M – $50.0M: Parent CEO + CFO approval	Report to Board at next regular meeting	> $50.0M: Full QIH Board approval required	Full Board	Yes — regulated insurer borrowing may require state regulatory approval; surplus notes require prior DOI approval

[sheet: Subsidiary Adoption Tracker]

Subsidiary Name

Entity Type

Jurisdiction

NAIC Code

Regulated Insurer?

Subsidiary CEO / President

Template Distributed Date

Customization Completed Date

QIH GC Review Date

QIH CCO Review Date

Broadleaf Regulatory Review Date

QIH CEO/CFO Approval Date

Subsidiary Board Adoption Date

Filed with QIH Corporate Secretary Date

Regulatory Filing Required?

Regulatory Filing Deadline

Regulatory Filing Submitted Date

Annual Review Due Date

Status

Notes

Quorum Property & Casualty Insurance Company

Corporation (regulated insurer)

Connecticut

38472

Dexter W. Ng

2025-12-12

2026-03-01 (CT Form B)

Pending — Template Distributed

Flagship operating subsidiary; largest P&C carrier

Lone Star Specialty Insurance Company

Corporation (regulated insurer)

Texas

41359

[Subsidiary CEO — enter name]

2025-12-12

Within 30 days of adoption

Pending — Template Distributed

Previously operated at $3.0M claims authority without authorization; must adopt threshold ≤ $2.5M

Great Lakes Surety & Indemnity Co.

Corporation (regulated insurer)

Ohio

29814

[Subsidiary CEO — enter name]

2025-12-12

Within 30 days of adoption (OH Rev. Code § 3901.32)

Pending — Template Distributed

Surety and indemnity focus; claims-settlement thresholds should reflect bond/surety claim profiles

Quorum MGA Services, LLC

Limited Liability Company

Delaware

N/A

[Manager/President — enter name]

2025-12-12

N/A

Pending — Template Distributed

Managing general agent; certain authority categories (claims, reinsurance, investments) may be N/A or limited

Vantage Digital Insurance Solutions, Inc.

Corporation

Delaware

N/A

Camille R. DuPont

2025-12-12

N/A

Pending — Template Distributed

Fintech/insurtech subsidiary; Technology/IT spending category is core operations — consider higher threshold within parent ceiling

[sheet: Instructions]
Section | Content
Purpose | This Model Subsidiary Delegation of Authority Matrix Template has been prepared by Calderwood & Harkness LLP (Engagement No. 1025-00005) for adoption by each regulated and operating subsidiary of Quorum Insurance Holdings Corp. (NYSE: QIHC). It is designed to address the inconsistencies between parent-level and subsidiary-level authority thresholds identified in the Initial Gap Analysis Memorandum dated October 3, 2025, and the observations in the Garrett & Whitfield LLP management letter dated March 14, 2025 for the FY 2024 audit. Each subsidiary should customize the placeholder thresholds below based on its scale, regulatory environment, and business profile, subject to the constraint that no subsidiary threshold may exceed the corresponding parent-level threshold in the Revised Delegation of Authority Matrix of Quorum Insurance Holdings Corp. approved by the Board of Directors on December 11, 2025.
Applicable Subsidiaries | This template is intended for adoption by: (1) Quorum Property & Casualty Insurance Company (CT-domiciled, NAIC 38472); (2) Lone Star Specialty Insurance Company (TX-domiciled, NAIC 41359); (3) Great Lakes Surety & Indemnity Co. (OH-domiciled, NAIC 29814); (4) Quorum MGA Services, LLC (DE LLC); and (5) Vantage Digital Insurance Solutions, Inc. (DE corporation).
Customization Guidelines | Each subsidiary CEO, in consultation with the Quorum General Counsel & Corporate Secretary (Dennis R. Okonkwo) and Chief Compliance Officer (Ivan D. Pruett), shall propose subsidiary-specific thresholds. Proposed thresholds must be submitted to the QIH CEO (Margaret A. Calloway) and CFO (Patricia Sung-Hee Lam) for approval. For regulated insurance subsidiaries, proposed thresholds must also be reviewed by Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich, Managing Director) for compliance with applicable state insurance holding company act requirements.
Regulatory Notes | Regulated insurance subsidiaries are subject to state holding company act requirements: CT Department of Insurance (Quorum P&C — Form B annual filing due March 1, 2026); TX Department of Insurance (Lone Star — informational filing within 30 days of adoption of material governance changes); OH Department of Insurance (Great Lakes — OH Rev. Code § 3901.32 et seq., similar informational filing requirements). Changes to subsidiary-level delegation authorities may constitute material changes requiring regulatory notification.
Cross-Reference to Parent DOA Matrix | All subsidiary thresholds must be read in conjunction with the parent-level Revised Delegation of Authority Matrix. Where a subsidiary threshold is reached, the matter must be escalated to the parent-level approval chain. The parent DOA Matrix was last comprehensively updated on October 6, 2017, with an interim amendment on April 22, 2020 (claims-payment thresholds only), and has been fully revised effective December 11, 2025.
Key Issue — Lone Star Claims Settlement | The gap analysis identified that Lone Star Specialty Insurance Company was operating at a $3.0M per-claim settlement authority, which exceeded the $1.0M subsidiary CEO threshold authorized in the 2017 parent DOA Matrix without documented board ratification. The revised parent DOA Matrix sets the subsidiary CEO claims-settlement threshold at $2.5M per claim. Lone Star must adopt a threshold at or below $2.5M and must not exceed the authorized threshold without express written approval from the QIH Board or Risk Committee.
Approval & Adoption | Each subsidiary board of directors (or sole member/manager, as applicable) shall adopt a customized version of this template by board resolution. Adopted subsidiary DOA matrices shall be filed with the QIH Corporate Secretary's office and reviewed annually. The Chief Audit Executive (Renata M. Vásquez) shall include subsidiary DOA compliance in the annual internal audit plan.
Definitions | "Subsidiary CEO" means the president or chief executive officer of the applicable subsidiary. "Parent CEO" means the Chair of the Board & CEO of Quorum Insurance Holdings Corp. "Board" means the Board of Directors of Quorum Insurance Holdings Corp. unless otherwise specified. "Committee" means the applicable standing committee of the QIH Board (Audit, Compensation & Human Capital, Nominating & Corporate Governance, Risk, Investment, or Technology & Cybersecurity Oversight).
Version Control | Template version: 1.0. Prepared: November 5, 2025 (first draft); finalized December 1, 2025. Prepared by: Natasha Forbes and Eric Johannsen, Calderwood & Harkness LLP. Reviewed by: Elaine Forsythe, Responsible Partner, Calderwood & Harkness LLP.
Confidentiality Notice | This document is confidential and privileged attorney work product prepared at the direction of Quorum Insurance Holdings Corp. It should not be distributed outside of QIH and its subsidiaries without the prior written consent of the QIH General Counsel. Distribution to Broadleaf Insurance Regulatory Consultants, LLC and state insurance regulators is authorized as necessary for regulatory compliance purposes.
[sheet: Subsidiary DOA Matrix]
Authority Category | Sub-Category / Description | Subsidiary CEO Sole Authority — Threshold | Subsidiary CEO + Subsidiary CFO/COO — Threshold Range | Escalation to Parent CEO — Threshold Range | Escalation to Parent CEO + Parent CFO — Threshold Range | Escalation to QIH Board / Committee — Threshold | Applicable QIH Committee | Parent DOA Matrix Cross-Reference Threshold | Regulatory Considerations | Notes / Customization Instructions
Capital Expenditures | All capital expenditures including equipment, facilities, and infrastructure (excluding Technology/IT — see separate category) | ≤ $1.0M | > $1.0M – $3.0M | > $3.0M – $5.0M | > $5.0M – $15.0M | > $15.0M — Full Board | N/A (Full Board) | Parent CEO sole authority: ≤ $5.0M; Parent CEO + CFO: > $5.0M – $15.0M; Board: > $15.0M | For regulated insurance subsidiaries, significant capital expenditures may require disclosure in holding company act filings | Placeholder threshold; adjust based on subsidiary's annual capital budget. Must not exceed parent-level thresholds.
Claims Settlement | Per-claim settlement authority for insurance claims (regulated insurance subsidiaries only) | ≤ $2.5M per claim | > $2.5M – $5.0M per claim | > $5.0M – $10.0M per claim | N/A | > $10.0M — QIH Board / Risk Committee | Risk Committee (Raymond T. Huerta, Chair) | Parent: Subsidiary CEO ≤ $2.5M; Parent CEO > $2.5M – $10.0M; Board/Risk Committee > $10.0M | CT/TX/OH insurance regulations may impose separate claims-handling authority requirements. Coordinate with Broadleaf Insurance Regulatory Consultants, LLC. Note: Lone Star previously operated at $3.0M without authorization; new maximum subsidiary CEO threshold is $2.5M. | Regulated insurance subsidiaries only. Quorum MGA and Vantage Digital: N/A unless acting under delegated underwriting authority.
Reinsurance Treaties | Authority to bind or execute reinsurance treaties, including facultative and treaty reinsurance | ≤ $10.0M per treaty | > $10.0M – $25.0M per treaty | > $25.0M – $50.0M per treaty | N/A | > $50.0M — QIH Board / Risk Committee | Risk Committee | Parent CEO authority: ≤ $50.0M per treaty; Board/Risk Committee: > $50.0M | State insurance regulators may require prior approval or notification for certain reinsurance arrangements | Regulated insurance subsidiaries only. Adjust based on subsidiary's reinsurance program scale.
Technology / IT Spending | Per-project technology and IT expenditures (previously bundled in capital expenditures; now a separate category) | ≤ $500K per project | > $500K – $1.5M per project | > $1.5M – $3.0M per project | N/A | > $3.0M — QIH Board / Tech & Cyber Committee | Technology & Cybersecurity Oversight Committee (Priya Narasimhan, proposed Chair) | Parent CEO authority: ≤ $3.0M per project; Board/Tech & Cyber Committee: > $3.0M | For Vantage Digital Insurance Solutions, Inc., technology spending is core operations; thresholds may be calibrated higher within parent limits | New category effective December 11, 2025. Coordinate with Technology & Cybersecurity Oversight Committee reporting requirements.
Vendor Contracts | Authority to execute vendor, supplier, and service contracts based on annual contract value | ≤ $1.0M annual value | > $1.0M – $2.5M annual value | > $2.5M – $5.0M annual value | N/A | > $5.0M — QIH Board | N/A (Full Board) | Parent CEO authority: ≤ $5.0M annual value; Board: > $5.0M | Third-party technology vendor contracts may also require review under the Technology & Cybersecurity Oversight Committee charter (third-party technology risk oversight) | Adjust based on subsidiary's vendor portfolio. For Quorum MGA, managing general agency agreements are subject to separate authority provisions.
Investment Transactions (Single-Issuer Exposure) | Authority to execute investment transactions creating or increasing single-issuer exposure | ≤ $15.0M per issuer | > $15.0M – $35.0M per issuer | > $35.0M – $75.0M per issuer | N/A | > $75.0M — QIH Board / Investment Committee | Investment Committee (Jonathan K. Whitmore, Chair) | Parent: ≤ $75.0M per single-issuer (updated from $50.0M; reflects 46.4% growth in invested assets from $11.2B in 2016 to $16.4B in 2024) | State insurance investment regulations (e.g., CT, TX, OH admitted asset and diversification requirements) impose separate limits | Regulated insurance subsidiaries only. Thresholds should reflect subsidiary's invested asset base. Parent threshold increased from $50.0M to $75.0M per Investment Committee charter restatement.
M&A / Strategic Transactions | Acquisitions, divestitures, joint ventures, strategic investments, and similar transactions | ≤ $2.5M | > $2.5M – $10.0M | > $10.0M – $25.0M | N/A | > $25.0M — QIH Board | N/A (Full Board); DGCL § 141(c) — mergers and certain fundamental transactions are non-delegable | Parent: > $25.0M requires QIH Board approval (increased from $10.0M per peer benchmarking by Apex Proxy Advisors, Inc.) | State insurance holding company acts may require prior regulatory approval for acquisitions of control or material transactions involving regulated subsidiaries | All M&A involving a regulated insurance subsidiary must be coordinated with QIH General Counsel and Broadleaf Insurance Regulatory Consultants, LLC.
Litigation Settlement | Authority to settle litigation, arbitration, regulatory proceedings, or threatened claims | ≤ $250K per matter | > $250K – $500K per matter | > $500K – $1.0M per matter (escalate to Parent GC) | > $1.0M – $5.0M (Parent CEO + GC) | > $5.0M — QIH Board / Audit Committee | Audit Committee (Dr. Lilian Fong-Archer, Chair) | Parent GC authority: ≤ $1.0M; Parent CEO + GC: > $1.0M – $5.0M; Board/Audit Committee: > $5.0M | Regulatory enforcement settlements involving regulated subsidiaries may require separate regulatory disclosure | Subsidiary general counsel or designated legal officer has initial authority. All settlements above $250K must be reported to QIH General Counsel (Dennis R. Okonkwo).
Charitable / Political Contributions | Charitable donations, sponsorships, political contributions, and PAC funding on behalf of the subsidiary | ≤ $50K per commitment | > $50K – $100K | > $100K – $250K (escalate to Parent CEO) | N/A | > $250K — QIH Board | N/A (Full Board) | Parent CEO authority: ≤ $250K per commitment; Board: > $250K | Political contributions subject to applicable state and federal campaign finance laws | Adjust based on subsidiary's community engagement budget.
Officer Hiring (Base Salary) | Authority to hire officers and set base compensation | ≤ $200K base salary | > $200K – $350K base salary | > $350K – $500K (escalate to Parent CEO) | N/A | > $500K — Compensation & Human Capital Committee | Compensation & Human Capital Committee (Claudia M. Severin, Chair) | Parent CEO authority: ≤ $500K base; Comp Committee: > $500K | N/A | Subsidiary CEO authority capped below parent threshold. All executive-level hires at subsidiary to be reported to QIH Chief Compliance Officer.
Data Privacy & Cybersecurity Incident Response | Authority to engage external forensic, legal, or public-relations firms and authorize expenditures in connection with a cybersecurity incident or data breach | ≤ $250K initial response (Subsidiary CEO + Subsidiary CISO/CTO) | > $250K – $1.0M (escalate to Parent CEO and QIH CISO) | > $1.0M (escalate to Parent CEO + GC) | N/A | Material incidents — immediate notification to QIH Board / Tech & Cyber Committee and Audit Committee | Technology & Cybersecurity Oversight Committee; Audit Committee | Coordination protocol between Tech & Cyber Committee, Risk Committee, and Audit Committee per restated charters | State breach notification laws (CT, TX, OH) impose mandatory notification timelines. Coordinate with Broadleaf Insurance Regulatory Consultants, LLC. | New category. Incident response plan should be reviewed annually per Technology & Cybersecurity Oversight Committee charter.
Debt Issuance / Borrowing | Authority to incur indebtedness, enter into credit facilities, or issue promissory notes on behalf of the subsidiary | ≤ $1.0M | > $1.0M – $5.0M | > $5.0M – $15.0M (escalate to Parent CEO + CFO) | > $15.0M – $50.0M (Parent CEO + CFO) | > $50.0M — QIH Board | N/A (Full Board) | Parent CEO + CFO authority: ≤ $50.0M; Board: > $50.0M | Regulated insurance subsidiaries may be subject to state insurance department approval for certain borrowings or surplus note issuances | Coordinate with QIH Treasury. Regulated insurer borrowing may require prior regulatory approval under applicable holding company acts.
Real Estate Leases | Authority to enter into, renew, or terminate real estate leases (office, warehouse, operational facilities) | ≤ $500K annual rent | > $500K – $1.5M annual rent | > $1.5M – $3.0M annual rent (escalate to Parent CEO) | N/A | > $3.0M annual rent — QIH Board | N/A (Full Board) | Parent CEO authority: ≤ $3.0M annual rent; Board: > $3.0M | N/A | Consider total lease commitment value (annual rent × term) in addition to annual rent when calibrating thresholds.
[sheet: Subsidiary Profile Input]
Field | Value | Instructions
Subsidiary Full Legal Name | [e.g., Quorum Property & Casualty Insurance Company] | Enter the full legal name of the adopting subsidiary
Short Name | [e.g., Quorum P&C] | Enter commonly used abbreviated name
Entity Type | [e.g., Corporation (regulated insurer)] | Corporation, LLC, etc.
Jurisdiction of Organization | [e.g., Connecticut] | State of incorporation or organization
NAIC Company Code (if applicable) | [e.g., 38472] | Regulated insurance subsidiaries only; enter N/A for non-insurance entities
Domiciliary Regulator | [e.g., CT Department of Insurance] | Regulated insurance subsidiaries only; enter N/A for non-insurance entities
Subsidiary CEO / President | [e.g., Dexter W. Ng] | Name and title
Subsidiary CFO / Chief Financial Officer | [Enter name] | Name and title; or indicate if CFO function is handled at parent level
Subsidiary COO / Chief Operating Officer | [Enter name] | Name and title; enter N/A if position does not exist at subsidiary
Subsidiary General Counsel / Legal Officer | [Enter name] | Or indicate if legal function is handled at parent level by Dennis R. Okonkwo
Subsidiary Chief Information Security Officer (CISO) / CTO | [Enter name] | Or indicate if function is handled at parent level
Total Assets (most recent fiscal year) | [Enter amount] | Used to calibrate investment and capex thresholds
Total Invested Assets (most recent fiscal year) | [Enter amount] | Regulated insurers: used to calibrate investment transaction thresholds
Annual Revenue (most recent fiscal year) | [Enter amount] | Used for general threshold calibration
Annual Net Written Premium (most recent fiscal year) | [Enter amount] | Regulated insurers only; used to calibrate claims and reinsurance thresholds
Annual Claims Paid (most recent fiscal year) | [Enter amount] | Regulated insurers only; used to calibrate claims-settlement thresholds
Number of Employees | [Enter number] | Used to calibrate officer-hiring thresholds
Annual Capital Budget | [Enter amount] | Used to calibrate capex thresholds
Annual Technology/IT Budget | [Enter amount] | Used to calibrate technology spending thresholds
Holding Company Act Filing Requirements | [e.g., CT Form B due March 1 annually; TX informational filing within 30 days of material changes; OH Rev. Code § 3901.32] | Describe applicable state regulatory filing obligations
Date of Subsidiary Board Adoption | [Enter date] | Date subsidiary board adopts customized DOA matrix
Date Filed with QIH Corporate Secretary | [Enter date] | Must be filed promptly after adoption
Annual Review Date | [Enter date] | Recommended: align with QIH annual governance review cycle
[sheet: Threshold Calibration Guide]
Authority Category | Parent DOA Threshold — Officer Sole | Parent DOA Threshold — Dual Approval | Parent DOA Threshold — Board/Committee | Suggested Range: Large Regulated Insurer (e.g., Quorum P&C) — Officer Sole | Suggested Range: Mid-Size Regulated Insurer (e.g., Lone Star, Great Lakes) — Officer Sole | Suggested Range: Non-Insurance Operating Sub (e.g., Quorum MGA, Vantage Digital) — Officer Sole | Peer Median (from Apex Benchmarking) | Notes
Capital Expenditures | ≤ $5.0M (CEO) | > $5.0M – $15.0M (CEO + CFO) | > $15.0M (Board) | ≤ $2.0M – $3.0M | ≤ $1.0M – $1.5M | ≤ $500K – $1.0M | Peer median parent CEO sole authority: $4.5M | Non-insurance subsidiaries typically have smaller capital budgets
Claims Settlement (per claim) | ≤ $2.5M (Sub CEO) | > $2.5M – $10.0M (Parent CEO) | > $10.0M (Board/Risk Cmte) | ≤ $2.5M | ≤ $1.5M – $2.0M | N/A | N/A | Lone Star was previously operating at $3.0M without authorization. New subsidiary CEO ceiling is $2.5M. Mid-size insurers should adopt lower thresholds proportionate to premium volume and reserve levels.
Reinsurance Treaties | ≤ $50.0M (CEO) | N/A | > $50.0M (Board/Risk Cmte) | ≤ $15.0M – $25.0M | ≤ $5.0M – $10.0M | N/A | N/A | Regulated insurers only
Technology / IT Spending (per project) | ≤ $3.0M (CEO) | N/A | > $3.0M (Board/Tech & Cyber Cmte) | ≤ $1.0M – $1.5M | ≤ $500K – $750K | ≤ $1.0M – $2.0M (Vantage Digital — tech-focused) | N/A (new category) | Vantage Digital's core business is technology; thresholds may be set higher within parent ceiling
Vendor Contracts (annual value) | ≤ $5.0M (CEO) | N/A | > $5.0M (Board) | ≤ $2.0M – $3.0M | ≤ $1.0M – $1.5M | ≤ $750K – $1.0M | N/A | Adjust based on subsidiary's annual vendor spend profile
Investment Transactions (single-issuer) | ≤ $75.0M | N/A | > $75.0M (Board/Investment Cmte) | ≤ $25.0M – $40.0M | ≤ $10.0M – $15.0M | N/A (non-insurance subs generally do not maintain investment portfolios) | N/A | Parent threshold increased from $50.0M to $75.0M reflecting 46.4% growth in total invested assets ($11.2B in 2016 to $16.4B in 2024)
M&A / Strategic Transactions | ≤ $25.0M (CEO) | N/A | > $25.0M (Board) | ≤ $5.0M – $10.0M | ≤ $2.5M – $5.0M | ≤ $2.5M – $5.0M | Peer median parent M&A board threshold: ~$20M–$30M | Parent threshold increased from $10.0M to $25.0M per Apex peer benchmarking. DGCL § 141(c) limits on committee delegation apply to fundamental transactions.
Litigation Settlement | ≤ $1.0M (GC) | > $1.0M – $5.0M (CEO + GC) | > $5.0M (Board/Audit Cmte) | ≤ $500K | ≤ $250K | ≤ $250K | N/A | All settlements to be reported to parent GC
Charitable / Political Contributions | ≤ $250K (CEO) | N/A | > $250K (Board) | ≤ $75K – $100K | ≤ $50K | ≤ $25K – $50K | N/A | Political contributions subject to state and federal campaign finance laws
Officer Hiring (base salary) | ≤ $500K (CEO) | N/A | > $500K (Comp & HC Cmte) | ≤ $300K – $350K | ≤ $200K – $250K | ≤ $200K – $250K | N/A | Comp Committee approval for any subsidiary officer hire above $500K base
Data Privacy & Cybersecurity Incident Response | ≤ $250K (CEO + CISO) | > $250K – $1.0M (Parent CEO + CISO) | Material incidents — Board / Tech & Cyber Cmte + Audit Cmte | ≤ $250K | ≤ $150K – $250K | ≤ $250K (Vantage Digital — heightened cyber profile) | N/A (new category) | Immediate notification requirements apply regardless of dollar threshold for material incidents
Debt Issuance / Borrowing | ≤ $50.0M (CEO + CFO) | N/A | > $50.0M (Board) | ≤ $5.0M – $10.0M | ≤ $1.0M – $5.0M | ≤ $1.0M – $2.5M | N/A | Regulated insurer borrowing may require prior state regulatory approval
[sheet: Escalation & Reporting Matrix]
Authority Category | Tier 1: Subsidiary Officer Sole Authority | Tier 1 Reporting Requirement | Tier 2: Subsidiary Dual Approval | Tier 2 Reporting Requirement | Tier 3: Escalation to Parent CEO | Tier 3 Reporting Requirement | Tier 4: Escalation to Parent CEO + CFO or GC | Tier 4 Reporting Requirement | Tier 5: QIH Board / Committee Approval | Applicable QIH Committee | Regulatory Notification Required?
Capital Expenditures | Subsidiary CEO: ≤ customized threshold (max $1.0M placeholder) | Quarterly summary report to Parent CEO and CFO | Subsidiary CEO + Subsidiary CFO/COO: > Tier 1 – $3.0M | Monthly report to Parent CFO (Patricia Sung-Hee Lam) | > $3.0M – $5.0M: escalate to Parent CEO | Notification to Parent CFO; include in Board materials at next regular meeting | > $5.0M – $15.0M: Parent CEO + Parent CFO approval | Report to Board at next regular meeting | > $15.0M: Full QIH Board approval required | Full Board | For regulated insurers, significant capex may require holding company act disclosure
Claims Settlement | Subsidiary CEO: ≤ customized threshold (max $2.5M) | Monthly summary report to Parent CEO and QIH Risk Committee | Subsidiary CEO + Subsidiary claims officer: > Tier 1 threshold | Immediate notification to Parent CEO | > subsidiary dual threshold (escalate to Parent CEO) | Notification to QIH Risk Committee Chair (Raymond T. Huerta) | > $2.5M – $10.0M: Parent CEO approval required | Report to Risk Committee at next regular meeting | > $10.0M: QIH Board / Risk Committee approval required | Risk Committee | Yes — state insurance regulators may require reporting of large claim settlements per domiciliary state requirements
Reinsurance Treaties | Subsidiary CEO: ≤ customized threshold (max $10.0M placeholder) | Quarterly summary report to Parent CEO and Risk Committee | Subsidiary CEO + Subsidiary CFO: > Tier 1 – $25.0M | Notification to Parent CEO within 5 business days of binding | > $25.0M – $50.0M: escalate to Parent CEO | Notification to Risk Committee Chair (Raymond T. Huerta) | N/A | N/A | > $50.0M: QIH Board / Risk Committee approval required | Risk Committee | Yes — state insurance regulators may require prior approval or notification for certain reinsurance arrangements
Technology / IT Spending | Subsidiary CEO: ≤ customized threshold (max $500K placeholder) | Quarterly report to Parent CEO and Tech & Cyber Committee | Subsidiary CEO + Subsidiary CTO/CISO: > Tier 1 – $1.5M | Notification to Parent CEO and QIH CISO within 10 business days | > $1.5M – $3.0M: escalate to Parent CEO | Notification to Tech & Cyber Committee Chair (Priya Narasimhan) | N/A | N/A | > $3.0M: QIH Board / Tech & Cyber Committee approval required | Technology & Cybersecurity Oversight Committee | N/A unless project involves material third-party technology risk
Vendor Contracts | Subsidiary CEO: ≤ customized threshold (max $1.0M placeholder) | Quarterly vendor contract summary report to Parent CEO | Subsidiary CEO + Subsidiary CFO: > Tier 1 – $2.5M | Notification to Parent CEO within 10 business days of execution | > $2.5M – $5.0M: escalate to Parent CEO | Notification to QIH General Counsel (Dennis R. Okonkwo) for contract review | N/A | N/A | > $5.0M: Full QIH Board approval required | Full Board | Technology vendor contracts may require Tech & Cyber Committee review per charter
Investment Transactions (Single-Issuer Exposure) | Subsidiary CEO: ≤ customized threshold (max $15.0M placeholder) | Monthly investment report to Parent CFO and Investment Committee | Subsidiary CEO + Subsidiary CIO/CFO: > Tier 1 – $35.0M | Immediate notification to Parent CFO | > $35.0M – $75.0M: escalate to Parent CEO | Notification to Investment Committee Chair (Jonathan K. Whitmore) | N/A | N/A | > $75.0M: QIH Board / Investment Committee approval required | Investment Committee | Yes — state insurance investment regulations impose separate diversification and admitted asset requirements
M&A / Strategic Transactions | Subsidiary CEO: ≤ customized threshold | Quarterly report to Parent CEO | N/A at subsidiary level for most subs | N/A | > subsidiary threshold: escalate to Parent CEO | Notification to QIH General Counsel (Dennis R. Okonkwo) | > $10.0M: Parent CEO approval; involve QIH GC | Report to Board at next meeting | > $25.0M: Full QIH Board approval | Full Board (non-delegable per DGCL § 141(c) for mergers) | Yes — state holding company act filings for transactions involving regulated insurance subsidiaries
Litigation Settlement | Subsidiary CEO / Legal Officer: ≤ customized threshold (max $250K) | Monthly litigation summary report to QIH General Counsel | Subsidiary CEO + Subsidiary legal officer: > Tier 1 – $500K | Immediate notification to QIH General Counsel (Dennis R. Okonkwo) | > $500K – $1.0M: escalate to Parent GC | Notification to Parent CEO; quarterly report to Audit Committee | > $1.0M – $5.0M: Parent CEO + GC approval | Report to Audit Committee at next regular meeting | > $5.0M: QIH Board / Audit Committee approval required | Audit Committee (Dr. Lilian Fong-Archer, Chair) | Yes — regulatory enforcement settlements may require separate disclosure to applicable state regulators
Charitable / Political Contributions | Subsidiary CEO: ≤ customized threshold (max $50K) | Annual summary report to Parent CEO | Subsidiary CEO + Subsidiary CFO: > Tier 1 – $100K | Notification to Parent CEO within 30 days | > $100K – $250K: escalate to Parent CEO | Notification to QIH General Counsel for compliance review | N/A | N/A | > $250K: Full QIH Board approval required | Full Board | Political contributions subject to federal and state campaign finance laws; coordinate with QIH Compliance
Officer Hiring (Base Salary) | Subsidiary CEO: ≤ customized threshold (max $200K) | Quarterly staffing report to Parent CEO and QIH Chief Compliance Officer | Subsidiary CEO + Subsidiary HR/CFO: > Tier 1 – $350K | Notification to Parent CEO within 10 business days of offer | > $350K – $500K: escalate to Parent CEO | Notification to Compensation & Human Capital Committee Chair (Claudia M. Severin) | N/A | N/A | > $500K: Compensation & Human Capital Committee approval required | Compensation & Human Capital Committee | N/A
Data Privacy & Cybersecurity Incident Response | Subsidiary CEO + Subsidiary CISO/CTO: ≤ $250K initial response | Immediate notification to QIH CISO and General Counsel upon detection of any material incident regardless of spend | > $250K – $1.0M: escalate to Parent CEO and QIH CISO | Immediate notification to Tech & Cyber Committee Chair (Priya Narasimhan) and Audit Committee Chair (Dr. Lilian Fong-Archer) | > $1.0M: escalate to Parent CEO + GC | Notification to full QIH Board within 24 hours for material incidents | N/A | N/A | Material incidents: immediate notification to QIH Board / Tech & Cyber Committee and Audit Committee | Technology & Cybersecurity Oversight Committee; Audit Committee | Yes — state breach notification laws (CT, TX, OH) impose mandatory notification timelines; coordinate with Broadleaf Insurance Regulatory Consultants, LLC
Debt Issuance / Borrowing | Subsidiary CEO: ≤ customized threshold (max $1.0M placeholder) | Monthly report to Parent CFO | Subsidiary CEO + Subsidiary CFO: > Tier 1 – $5.0M | Immediate notification to Parent CFO (Patricia Sung-Hee Lam) | > $5.0M – $15.0M: escalate to Parent CEO + CFO | Notification to Parent CEO; include in Board materials | > $15.0M – $50.0M: Parent CEO + CFO approval | Report to Board at next regular meeting | > $50.0M: Full QIH Board approval required | Full Board | Yes — regulated insurer borrowing may require state regulatory approval; surplus notes require prior DOI approval
[sheet: Subsidiary Adoption Tracker]
Subsidiary Name | Entity Type | Jurisdiction | NAIC Code | Regulated Insurer? | Subsidiary CEO / President | Template Distributed Date | Customization Completed Date | QIH GC Review Date | QIH CCO Review Date | Broadleaf Regulatory Review Date | QIH CEO/CFO Approval Date | Subsidiary Board Adoption Date | Filed with QIH Corporate Secretary Date | Regulatory Filing Required? | Regulatory Filing Deadline | Regulatory Filing Submitted Date | Annual Review Due Date | Status | Notes
Quorum Property & Casualty Insurance Company | Corporation (regulated insurer) | Connecticut | 38472 | Y | Dexter W. Ng | 2025-12-12 | Y | 2026-03-01 (CT Form B) | Pending — Template Distributed | Flagship operating subsidiary; largest P&C carrier
Lone Star Specialty Insurance Company | Corporation (regulated insurer) | Texas | 41359 | Y | [Subsidiary CEO — enter name] | 2025-12-12 | Y | Within 30 days of adoption | Pending — Template Distributed | Previously operated at $3.0M claims authority without authorization; must adopt threshold ≤ $2.5M
Great Lakes Surety & Indemnity Co. | Corporation (regulated insurer) | Ohio | 29814 | Y | [Subsidiary CEO — enter name] | 2025-12-12 | Y | Within 30 days of adoption (OH Rev. Code § 3901.32) | Pending — Template Distributed | Surety and indemnity focus; claims-settlement thresholds should reflect bond/surety claim profiles
Quorum MGA Services, LLC | Limited Liability Company | Delaware | N/A | N | [Manager/President — enter name] | 2025-12-12 | N/A | N | N/A | N/A | Pending — Template Distributed | Managing general agent; certain authority categories (claims, reinsurance, investments) may be N/A or limited
Vantage Digital Insurance Solutions, Inc. | Corporation | Delaware | N/A | N | Camille R. DuPont | 2025-12-12 | N/A | N | N/A | N/A | Pending — Template Distributed | Fintech/insurtech subsidiary; Technology/IT spending category is core operations — consider higher threshold within parent ceiling

[sheet: Instructions]

Record

Parties

Dates

Amounts