[sheet: Cover]

[sheet: Cover]
Field | Value
Document Title | Revised Delegation of Authority Matrix — Quorum Insurance Holdings Corp.
Entity | Quorum Insurance Holdings Corp.
Entity Type | Delaware Corporation
NYSE Ticker | QIHC
EIN | 27-4831956
DE File Number | 4927361
Headquarters | 280 Asylum Street, Suite 2200, Hartford, CT 06103
Document Status | Execution Version — For Adoption by the Board of Directors
Effective Date | December 11, 2025 (upon Board adoption)
Supersedes | Delegation of Authority Matrix dated October 6, 2017 (as amended April 22, 2020)
Prepared By | Calderwood & Harkness LLP (Engagement No. 1025-00005)
Approved By | Board of Directors, Quorum Insurance Holdings Corp.
Legal Basis | DGCL §§ 141(a), 141(c), 142; Quorum Bylaws, Article IV, Section 4.2
Related Documents | Restated Committee Charters (6); Amended & Restated Corporate Governance Guidelines; Amended Bylaws; Model Subsidiary DOA Matrix Template
Version History | Original: October 6, 2017; Interim Amendment (Claims-Payment Only): April 22, 2020; Comprehensive Restatement: December 11, 2025
[sheet: Authority Matrix]
Ref. No. | Authority Category | Sub-Category / Description | Tier 1 — Individual Officer Sole Authority | Tier 1 — Threshold | Tier 2 — Dual Officer Approval | Tier 2 — Threshold Range | Tier 3 — Committee Approval | Tier 3 — Threshold Range | Tier 4 — Full Board Approval | Tier 4 — Threshold | Applicable Committee | Reporting Requirement | Notes / Cross-References
1.1 | Capital Expenditures | Individual capital project or asset acquisition | CEO (Margaret A. Calloway) | ≤ $5,000,000 | CEO + CFO (Patricia Sung-Hee Lam) | > $5,000,000 – $15,000,000 | N/A | N/A | Full Board | > $15,000,000 | N/A | Quarterly summary of all Tier 1 and Tier 2 approvals reported to the Audit Committee | Peer median CEO sole authority: $4,500,000. Technology/IT projects — see Ref. 4.1
1.2 | Capital Expenditures | Aggregate annual capital budget overruns | CEO (Margaret A. Calloway) | ≤ $2,000,000 over approved budget | CEO + CFO (Patricia Sung-Hee Lam) | > $2,000,000 – $7,500,000 over approved budget | Audit Committee (Dr. Lilian Fong-Archer, Chair) | > $7,500,000 | Full Board | > $15,000,000 over approved budget | Audit Committee | Immediate notification to Audit Committee Chair for overruns exceeding $5,000,000 | Annual capital budget approved by Full Board as part of annual operating plan
2.1 | Claims Settlement | Per-claim settlement authority — subsidiary-level CEO | Subsidiary CEO (e.g., President, Quorum P&C; President, Lone Star; President, Great Lakes) | ≤ $2,500,000 | N/A | N/A | N/A | N/A | N/A | N/A | Risk Committee | Monthly claims report to parent CEO; quarterly aggregate report to Risk Committee | Subsidiary CEO authority must be formally documented in each subsidiary's own DOA Matrix. See Model Subsidiary DOA Template.
2.2 | Claims Settlement | Per-claim settlement authority — parent CEO | CEO (Margaret A. Calloway) | ≤ $10,000,000 (for claims > $2,500,000) | N/A | > $2,500,000 – $10,000,000 | N/A | N/A | N/A | N/A | Risk Committee | Report to Risk Committee at next scheduled meeting for any claim settlement > $5,000,000 | CEO authority applies to claims exceeding subsidiary CEO threshold
2.3 | Claims Settlement | Per-claim settlement authority — Board/Risk Committee required | N/A | N/A | N/A | N/A | Risk Committee (Raymond T. Huerta, Chair) | > $10,000,000 | Full Board (if > $25,000,000 or if novel/precedent-setting) | > $25,000,000 | Risk Committee | Immediate notification to Lead Independent Director for settlements > $10,000,000 | Risk Committee Charter, Section [X] — Claims Oversight
3.1 | Reinsurance Treaties | Individual treaty placement or renewal | CEO (Margaret A. Calloway) | ≤ $50,000,000 per treaty | CEO + CFO (Patricia Sung-Hee Lam) | > $50,000,000 – $100,000,000 | Risk Committee (Raymond T. Huerta, Chair) | > $100,000,000 | Full Board | > $250,000,000 or catastrophe aggregate programs | Risk Committee | Annual reinsurance program summary to Risk Committee and Audit Committee | Coordination with subsidiary-level reinsurance purchasing
3.2 | Reinsurance Treaties | Facultative reinsurance — individual risk cession | CEO (Margaret A. Calloway) | ≤ $25,000,000 per risk | CEO + CFO (Patricia Sung-Hee Lam) | > $25,000,000 – $50,000,000 | Risk Committee (Raymond T. Huerta, Chair) | > $50,000,000 | Full Board | > $100,000,000 | Risk Committee | Quarterly summary of facultative placements to Risk Committee | Subsidiary-level facultative placements subject to subsidiary DOA
4.1 | Technology / IT Spending | Individual technology project or IT system acquisition (new category — previously bundled in capital expenditures) | CEO (Margaret A. Calloway) | ≤ $3,000,000 per project | CEO + CFO (Patricia Sung-Hee Lam) | > $3,000,000 – $10,000,000 | Technology & Cybersecurity Oversight Committee (Priya Narasimhan, Chair) | > $10,000,000 | Full Board | > $25,000,000 | Technology & Cybersecurity Oversight Committee | Quarterly IT spending summary to Technology & Cybersecurity Oversight Committee | New standalone category. Insurtech initiatives at Vantage Digital Insurance Solutions, Inc. subject to this authority. Coordination with Investment Committee for technology-related investments.
4.2 | Technology / IT Spending | Cybersecurity incident response — emergency expenditure authority | CEO (Margaret A. Calloway) | ≤ $5,000,000 (emergency) | CEO + CFO (Patricia Sung-Hee Lam) | > $5,000,000 – $15,000,000 | Technology & Cybersecurity Oversight Committee (Priya Narasimhan, Chair) | > $15,000,000 | Full Board | > $30,000,000 | Technology & Cybersecurity Oversight Committee | Immediate notification to Tech & Cyber Committee Chair and Lead Independent Director for any emergency cybersecurity expenditure > $1,000,000 | Emergency authority; post-incident ratification required at next Board meeting. Coordination with General Counsel for regulatory notification obligations.
5.1 | Vendor Contracts | Third-party vendor or service agreements — annual contract value | CEO (Margaret A. Calloway) | ≤ $5,000,000 annual value | CEO + CFO (Patricia Sung-Hee Lam) | > $5,000,000 – $15,000,000 | Audit Committee (for audit-related vendors) or applicable operational committee | > $15,000,000 | Full Board | > $30,000,000 | Audit Committee / Technology & Cybersecurity Oversight Committee (for IT vendors) | Annual vendor relationship summary to applicable committee | Technology vendor contracts with data-access or cybersecurity implications require additional review by Technology & Cybersecurity Oversight Committee
6.1 | Investment Transactions | Single-issuer exposure — portfolio investment | CIO / Investment function under CEO authority | ≤ $75,000,000 | CEO + CFO (Patricia Sung-Hee Lam) | > $75,000,000 – $150,000,000 | Investment Committee (Jonathan K. Whitmore, Chair) | > $150,000,000 | Full Board | > $300,000,000 | Investment Committee | Monthly portfolio summary to Investment Committee; quarterly report to full Board | Threshold increase from $50,000,000 to $75,000,000 reflects 46.4% growth in total invested assets from $11.2B (2016) to $16.4B (2024). Aggregate portfolio rebalancing authority: see Ref. 6.2
6.2 | Investment Transactions | Aggregate portfolio rebalancing authority (cumulative in any rolling 30-day period) | CIO / Investment function under CEO authority | ≤ $375,000,000 | N/A | N/A | Investment Committee (Jonathan K. Whitmore, Chair) | > $375,000,000 | Full Board | > $750,000,000 | Investment Committee | Same-day notification to Investment Committee Chair for rebalancing actions > $200,000,000 | Prior aggregate threshold was $250,000,000
6.3 | Investment Transactions | Alternative investments (private equity, hedge funds, real assets) | CIO / Investment function under CEO authority | ≤ $50,000,000 per fund commitment | CEO + CFO (Patricia Sung-Hee Lam) | > $50,000,000 – $100,000,000 | Investment Committee (Jonathan K. Whitmore, Chair) | > $100,000,000 | Full Board | > $200,000,000 | Investment Committee | Quarterly alternative investment summary to Investment Committee | New sub-category for alternative asset classes. Subject to Investment Policy Statement limits on aggregate alternative allocation.
7.1 | M&A / Strategic Transactions | Mergers, acquisitions, divestitures, joint ventures, strategic investments | CEO (Margaret A. Calloway) — exploratory discussions and non-binding LOIs only | ≤ $25,000,000 (binding commitments) | CEO + CFO + General Counsel (Dennis R. Okonkwo) | N/A (all binding M&A requires Board for transactions > $25,000,000) | N/A | N/A | Full Board | > $25,000,000 | Full Board (with Nom/Gov Committee input on governance implications) | Immediate notification to Lead Independent Director (Arthur J. Pennington) upon execution of any binding LOI or agreement | Prior threshold was $10,000,000. Increased to $25,000,000 per peer benchmarking. DGCL § 141(c) limitations apply — mergers under DGCL § 251 require full Board approval regardless of size.
8.1 | Litigation Settlement | Settlement of claims, lawsuits, regulatory matters — General Counsel authority | General Counsel (Dennis R. Okonkwo) | ≤ $1,000,000 | CEO + General Counsel | > $1,000,000 – $5,000,000 | Audit Committee (Dr. Lilian Fong-Archer, Chair) | > $5,000,000 | Full Board | > $15,000,000 or matters involving director/officer liability | Audit Committee | Quarterly litigation summary to Audit Committee; immediate notification for settlements > $2,500,000 | Prior GC sole authority was $500,000. Regulatory enforcement settlements require CCO (Ivan D. Pruett) concurrence regardless of amount.
8.2 | Litigation Settlement | Engagement of outside litigation counsel — single matter | General Counsel (Dennis R. Okonkwo) | ≤ $2,000,000 estimated fees | CEO + General Counsel | > $2,000,000 – $5,000,000 estimated fees | Audit Committee (Dr. Lilian Fong-Archer, Chair) | > $5,000,000 estimated fees | Full Board | > $10,000,000 estimated fees | Audit Committee | Annual outside counsel spend summary to Audit Committee | Does not apply to routine regulatory counsel engagements
9.1 | Charitable / Political Contributions | Individual commitment — charitable, philanthropic, or political contribution | CEO (Margaret A. Calloway) | ≤ $250,000 per commitment | CEO + General Counsel (Dennis R. Okonkwo) | > $250,000 – $500,000 | Nominating & Corporate Governance Committee (Arthur J. Pennington, Chair) | > $500,000 | Full Board | > $1,000,000 | Nominating & Corporate Governance Committee | Annual contributions summary to Nom/Gov Committee; political contributions reported in proxy statement | Prior CEO sole authority was $100,000. All political contributions require General Counsel pre-approval regardless of amount for legal compliance.
10.1 | Officer Hiring | Hiring of officers — base salary threshold for Compensation Committee approval | CEO (Margaret A. Calloway) | ≤ $500,000 base salary | N/A | N/A | Compensation & Human Capital Committee (Claudia M. Severin, Chair) | > $500,000 base salary | Full Board | All Section 16 officers and any officer with base salary > $750,000 | Compensation & Human Capital Committee | Annual officer compensation summary to Compensation & Human Capital Committee | Prior CEO authority threshold was $350,000 base. All C-suite and Section 16 officer appointments require Compensation Committee and/or Board approval regardless of salary level.
10.2 | Officer Hiring | Officer termination / severance — severance package value | CEO (Margaret A. Calloway) | ≤ $1,000,000 severance value | CEO + General Counsel (Dennis R. Okonkwo) | > $1,000,000 – $3,000,000 | Compensation & Human Capital Committee (Claudia M. Severin, Chair) | > $3,000,000 | Full Board | > $5,000,000 or Section 16 officers | Compensation & Human Capital Committee | Immediate notification to Compensation Committee Chair for any severance > $1,000,000 | All Section 16 officer terminations require Compensation Committee and Board approval regardless of severance amount.
[sheet: Approval Chain Summary]
Authority Category | Tier 1 — Sole Officer | Tier 1 Max | Tier 2 — Dual Approval | Tier 2 Max | Tier 3 — Committee | Tier 3 Max | Tier 4 — Full Board | Tier 4 Trigger
Capital Expenditures | CEO | $5,000,000 | CEO + CFO | $15,000,000 | N/A | N/A | Full Board | > $15,000,000
Claims Settlement (Subsidiary CEO) | Subsidiary CEO | $2,500,000 | N/A | N/A | N/A | N/A | N/A | N/A
Claims Settlement (Parent CEO) | CEO | $10,000,000 | N/A | N/A | Risk Committee | > $10,000,000 | Full Board | > $25,000,000
Reinsurance Treaties | CEO | $50,000,000 | CEO + CFO | $100,000,000 | Risk Committee | > $100,000,000 | Full Board | > $250,000,000
Technology / IT Spending | CEO | $3,000,000 | CEO + CFO | $10,000,000 | Tech & Cyber Committee | > $10,000,000 | Full Board | > $25,000,000
Vendor Contracts | CEO | $5,000,000 | CEO + CFO | $15,000,000 | Applicable Committee | > $15,000,000 | Full Board | > $30,000,000
Investment Transactions (Single-Issuer) | CIO/CEO | $75,000,000 | CEO + CFO | $150,000,000 | Investment Committee | > $150,000,000 | Full Board | > $300,000,000
Investment Transactions (Aggregate Rebalancing, 30-day) | CIO/CEO | $375,000,000 | N/A | N/A | Investment Committee | > $375,000,000 | Full Board | > $750,000,000
Investment Transactions (Alternative Investments) | CIO/CEO | $50,000,000 | CEO + CFO | $100,000,000 | Investment Committee | > $100,000,000 | Full Board | > $200,000,000
M&A / Strategic Transactions | CEO (non-binding only) | $25,000,000 (binding) | CEO + CFO + GC | N/A | N/A | N/A | Full Board | > $25,000,000
Litigation Settlement | GC | $1,000,000 | CEO + GC | $5,000,000 | Audit Committee | > $5,000,000 | Full Board | > $15,000,000
Charitable / Political Contributions | CEO | $250,000 | CEO + GC | $500,000 | Nom/Gov Committee | > $500,000 | Full Board | > $1,000,000
Officer Hiring (Base Salary) | CEO | $500,000 | N/A | N/A | Comp & HC Committee | > $500,000 | Full Board | Section 16 officers / > $750,000
[sheet: Officer Designations]
Officer Name | Title | Organization | Independence Status | Primary Authority Categories | Notes
Margaret A. Calloway | Chair of the Board & CEO | Quorum Insurance Holdings Corp. | Non-Independent (Management) | All categories — Tier 1 or Tier 2 as specified | Primary delegatee for operational authority
Patricia Sung-Hee Lam | CFO | Quorum Insurance Holdings Corp. | N/A (Officer, non-director) | Capital Expenditures (Tier 2), Reinsurance (Tier 2), Technology/IT (Tier 2), Vendor Contracts (Tier 2), Investment Transactions (Tier 2), M&A (Tier 2) | Co-approval with CEO for financial commitments above CEO sole authority
Dennis R. Okonkwo | General Counsel & Corporate Secretary | Quorum Insurance Holdings Corp. | N/A (Officer, non-director) | Litigation Settlement (Tier 1 and Tier 2), Charitable/Political (Tier 2), M&A (Tier 2) | Sole authority for litigation settlements ≤ $1,000,000; pre-approval for all political contributions
Ivan D. Pruett | Chief Compliance Officer | Quorum Insurance Holdings Corp. | N/A (Officer, non-director) | Regulatory enforcement settlements (concurrence required regardless of amount) | Advisory/concurrence role; not a primary approval authority
Dexter W. Ng | President, Quorum Property & Casualty Insurance Company | Quorum P&C (NAIC 38472) | Non-Independent (Management Director) | Claims Settlement — Subsidiary CEO (Tier 1, ≤ $2,500,000) | CT-domiciled regulated subsidiary
Camille R. DuPont | President, Vantage Digital Insurance Solutions, Inc. | Vantage Digital | Non-Independent (Management Director) | Technology/IT Spending — subject to parent DOA thresholds | Insurtech subsidiary; non-voting advisory member of Tech & Cyber Committee
Arthur J. Pennington | Lead Independent Director | Quorum Insurance Holdings Corp. | Independent | Escalation recipient for M&A, Claims > $10M; Chair, Nominating & Corporate Governance Committee | Receives immediate notifications per DOA escalation requirements
Raymond T. Huerta | Director; Chair, Risk Committee | Quorum Insurance Holdings Corp. | Independent | Claims Settlement (Tier 3), Reinsurance Treaties (Tier 3) — as Risk Committee Chair | Risk Committee oversight of claims and reinsurance authority
Dr. Lilian Fong-Archer | Director; Chair, Audit Committee | Quorum Insurance Holdings Corp. | Independent | Capital Expenditures (reporting), Vendor Contracts (Tier 3 — audit-related), Litigation Settlement (Tier 3) | Audit Committee financial expert under SEC rules
Jonathan K. Whitmore | Director; Chair, Investment Committee | Quorum Insurance Holdings Corp. | Independent | Investment Transactions (Tier 3) — as Investment Committee Chair | Receives same-day notification for rebalancing actions > $200,000,000
[sheet: Committee Oversight Map]
Authority Category | Primary Oversight Committee | Committee Chair | Secondary / Coordinating Committee | Reporting Frequency | Escalation Path | Charter Cross-Reference
Capital Expenditures | Audit Committee | Dr. Lilian Fong-Archer | N/A | Quarterly | Tier 2 → Full Board (> $15M) | Restated Audit Committee Charter, Section [X]
Claims Settlement | Risk Committee | Raymond T. Huerta | Audit Committee (for loss-reserve implications) | Monthly (subsidiary to CEO); Quarterly (to Risk Committee) | Tier 3 → Risk Committee (> $10M); Full Board (> $25M) | Restated Risk Committee Charter, Section [X]
Reinsurance Treaties | Risk Committee | Raymond T. Huerta | Audit Committee | Annually (full program review) | Tier 3 → Risk Committee (> $100M); Full Board (> $250M) | Restated Risk Committee Charter, Section [X]
Technology / IT Spending | Technology & Cybersecurity Oversight Committee | Priya Narasimhan | Risk Committee; Audit Committee | Quarterly | Tier 3 → Tech & Cyber Committee (> $10M); Full Board (> $25M) | Charter — Technology & Cybersecurity Oversight Committee, Section [X]
Vendor Contracts | Audit Committee (audit-related); Tech & Cyber Committee (IT vendors) | Dr. Lilian Fong-Archer / Priya Narasimhan | N/A | Annually | Applicable Committee (> $15M); Full Board (> $30M) | Applicable committee charter
Investment Transactions | Investment Committee | Jonathan K. Whitmore | Risk Committee | Monthly (portfolio); Quarterly (Board) | Tier 3 → Investment Committee (> $150M); Full Board (> $300M) | Restated Investment Committee Charter, Section [X]
M&A / Strategic Transactions | Full Board | Margaret A. Calloway (Chair) | Nominating & Corporate Governance Committee (governance implications) | As needed / Immediate | All binding M&A > $25M to Full Board | Corporate Governance Guidelines; DGCL § 251
Litigation Settlement | Audit Committee | Dr. Lilian Fong-Archer | N/A | Quarterly | Tier 3 → Audit Committee (> $5M); Full Board (> $15M) | Restated Audit Committee Charter, Section [X]
Charitable / Political Contributions | Nominating & Corporate Governance Committee | Arthur J. Pennington | N/A | Annually | Nom/Gov Committee (> $500K); Full Board (> $1M) | Restated Nom/Gov Committee Charter, Section [X]
Officer Hiring | Compensation & Human Capital Committee | Claudia M. Severin | N/A | Annually | Comp & HC Committee (> $500K base); Full Board (Section 16 officers / > $750K) | Restated Compensation & Human Capital Committee Charter, Section [X]
[sheet: Subsidiary Cross-Reference]
Subsidiary Name | Short Name | Entity Type | Domicile / Jurisdiction | NAIC Code | Subsidiary CEO / President | Key DOA Interaction | Regulatory Holding Company Act | Subsidiary DOA Status
Quorum Property & Casualty Insurance Company | Quorum P&C | Corporation (regulated insurer) | Connecticut | 38472 | Dexter W. Ng | Claims settlement ≤ $2,500,000 per claim; all other authorities flow through parent DOA | CT Insurance Holding Company Act; Form B filing due March 1, 2026 | To be adopted per Model Subsidiary DOA Template
Lone Star Specialty Insurance Company | Lone Star | Corporation (regulated insurer) | Texas | 41359 | [Subsidiary CEO — to be designated] | Claims settlement ≤ $2,500,000 per claim. Note: Previously operating at $3,000,000 without authorization — now regularized. | TX Insurance Code, Ch. 823; informational filing within 30 days of adoption | To be adopted per Model Subsidiary DOA Template
Great Lakes Surety & Indemnity Co. | Great Lakes | Corporation (regulated insurer) | Ohio | 29814 | [Subsidiary CEO — to be designated] | Claims settlement ≤ $2,500,000 per claim | OH Rev. Code § 3901.32 et seq.; informational filing within 30 days of adoption | To be adopted per Model Subsidiary DOA Template
Quorum MGA Services, LLC | Quorum MGA | Limited Liability Company | Delaware | N/A | [Managing Director — to be designated] | Binding authority limits per MGA agreements; subject to parent vendor contract thresholds | N/A (not a regulated insurer) | To be adopted per Model Subsidiary DOA Template
Vantage Digital Insurance Solutions, Inc. | Vantage Digital | Corporation | Delaware | N/A | Camille R. DuPont | Technology/IT spending subject to parent DOA thresholds; insurtech product launches require CEO + Tech & Cyber Committee review | N/A (not a regulated insurer) | To be adopted per Model Subsidiary DOA Template