Entity: Quorum Insurance Holdings Corp., a Delaware corporation
NYSE Ticker: QIHC
Principal Executive Offices: 280 Asylum Street, Suite 2200, Hartford, Connecticut 06103
State of Incorporation: Delaware
Delaware File Number: 4927361
Employer Identification Number: 27-4831956
Registered Agent: Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801
RECITALS
WHEREAS, Quorum Insurance Holdings Corp. ("QIH" or the "Company") is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and the Board of Directors of the Company (the "Board") is vested with the full and exclusive power to manage the business and affairs of the Company pursuant to Section 141(a) of the Delaware General Corporation Law, Title 8, Chapter 1 of the Delaware Code (the "DGCL"), and is further authorized to adopt, amend, and repeal the bylaws of the Company pursuant to Section 109 of the DGCL and Article X of the Company's Amended and Restated Bylaws, as currently in effect (the "Bylaws");
WHEREAS, the Company's existing standing committee charters for each of the Audit Committee, the Compensation & Human Capital Committee, the Nominating & Corporate Governance Committee, the Risk Committee, and the Investment Committee were originally adopted by the Board on February 12, 2016, in connection with the Company's initial governance framework, with targeted amendments to certain of such charters approved by the Board on March 20, 2019, to conform to updated NYSE listing standards, and further targeted amendments approved by the Board on June 14, 2021, to address evolving regulatory expectations and emerging best practices in insurance holding company governance; and the Company's Delegation of Authority Matrix (the "DOA Matrix"), which establishes the approval thresholds and chain of authority applicable to officers, committees, and the full Board with respect to specified categories of corporate action, was last comprehensively updated by the Board on October 6, 2017, with a limited interim amendment approved on April 22, 2020, to increase claims-payment authority thresholds for certain designated officers in response to elevated claims activity during the COVID-19 pandemic;
WHEREAS, in its management letter dated March 14, 2025, delivered to the Audit Committee in connection with the audit of the Company's consolidated financial statements for the fiscal year ended December 31, 2024, the Company's independent registered public accounting firm, Garrett & Whitfield LLP (Roland S. Brewer, Lead Engagement Partner), identified certain observations regarding (a) inconsistencies between the delegation authorities set forth in the DOA Matrix and the authorities described in the existing committee charters and the Bylaws, (b) the absence of a formal board-level committee charter addressing technology and information security oversight, a deficiency that Garrett & Whitfield noted was increasingly being identified as a governance gap by regulators, proxy advisory firms, and institutional investors, and (c) certain provisions of the Bylaws that had not been updated to reflect changes in NYSE listing standards, SEC rules, and Delaware statutory law enacted since the Bylaws were last amended;
WHEREAS, on June 18, 2025, Veltrano Institutional Partners, LP, the Company's largest institutional shareholder, holding approximately 8.3% of the Company's outstanding shares of common stock as of such date, through Terrence "Terry" Blackwood, Head of Corporate Governance & Stewardship, submitted a shareholder letter to Arthur J. Pennington, Lead Independent Director, urging the Board to undertake a comprehensive review and modernization of the Company's governance documentation and disclosure practices, including the adoption of a dedicated technology and cybersecurity oversight committee, the enhancement of the Company's proxy statement disclosure regarding board committee oversight responsibilities, and the alignment of the Company's governance framework with prevailing best practices among publicly traded insurance holding companies;
WHEREAS, on June 30, 2025, Apex Proxy Advisors, Inc. (Dana Durneval, Senior Vice President, Advisory Services), at the request of the Nominating & Corporate Governance Committee, delivered a governance benchmarking report (the "Apex Report") comparing the Company's governance practices, committee structures, and disclosure standards to a peer group of fourteen (14) publicly traded insurance holding companies, which report identified multiple areas in which the Company's governance framework lagged peer practices, including (a) the absence of a standing technology and cybersecurity oversight committee (maintained by eleven of fourteen peer companies), (b) the absence of a formalized, board-adopted delegation of authority matrix cross-referenced in the company's bylaws (maintained by nine of fourteen peer companies), and (c) certain committee appointment mechanics and composition requirements that did not reflect current NYSE Listed Company Manual requirements or emerging institutional investor expectations;
WHEREAS, following consideration of the management letter from Garrett & Whitfield LLP, the shareholder letter from Veltrano Institutional Partners, LP, and the Apex Report, the Board, at a regular meeting held on July 22, 2025, authorized the commencement of a comprehensive governance overhaul project (the "Governance Overhaul"), encompassing the review, modernization, and restating of all committee charters, the DOA Matrix, the Corporate Governance Guidelines, and such provisions of the Bylaws as may require conforming amendments;
WHEREAS, to facilitate the Governance Overhaul, the Company engaged Calderwood & Harkness LLP, a nationally recognized law firm with a prominent insurance regulatory and corporate governance practice, pursuant to an engagement letter executed on September 5, 2025 (engagement number 1025-00005), under which Calderwood & Harkness's engagement team — comprising Elaine Forsythe, Responsible Partner; Howard Bellamy, Billing Partner; Natasha Forbes, Lead Associate; and Eric Johannsen, Working Associate — has undertaken the following work streams in coordination with the Company's General Counsel & Corporate Secretary, Dennis R. Okonkwo, and the Nominating & Corporate Governance Committee: (a) reviewed and restated all five (5) existing standing committee charters; (b) drafted a new charter for the Technology & Cybersecurity Oversight Committee; (c) comprehensively overhauled the DOA Matrix; (d) prepared Amended and Restated Corporate Governance Guidelines; and (e) recommended conforming amendments to the Bylaws, specifically to Article III (Board of Directors) and Article IV (Officers);
WHEREAS, concurrently with the adoption of the conforming Bylaw amendments set forth herein, the Board is adopting the following governance instruments, each of which has been reviewed by Calderwood & Harkness LLP and the Nominating & Corporate Governance Committee and recommended for adoption by the full Board: (i) Amended and Restated Charter for the Audit Committee (chaired by Dr. Lilian Fong-Archer); (ii) Amended and Restated Charter for the Compensation & Human Capital Committee (chaired by Claudia M. Severin); (iii) Amended and Restated Charter for the Nominating & Corporate Governance Committee (chaired by Arthur J. Pennington); (iv) Amended and Restated Charter for the Risk Committee (chaired by Raymond T. Huerta); (v) Amended and Restated Charter for the Investment Committee (chaired by Jonathan K. Whitmore); (vi) a new Charter for the Technology & Cybersecurity Oversight Committee (chaired by Priya Narasimhan); (vii) a revised Delegation of Authority Matrix for the parent company; and (viii) Amended and Restated Corporate Governance Guidelines — which actions collectively expand the number of standing committees of the Board from five (5) to six (6) and update the framework for delegation of authority to the officers of the Company;
WHEREAS, certain provisions of the Company's Amended and Restated Bylaws, specifically within Article III (Board of Directors) and Article IV (Officers), require conforming amendments to reflect the establishment of the sixth standing committee, revised committee-appointment mechanics, updated composition and qualification requirements for committee membership, and updated officer authority provisions cross-referencing the DOA Matrix, and the General Counsel & Corporate Secretary, Dennis R. Okonkwo, and Calderwood & Harkness LLP have reviewed the proposed amendments and confirmed their consistency with the DGCL, including without limitation Sections 141(a), 141(c), and 142 thereof, the NYSE Listed Company Manual, Sections 303A.01 through 303A.14, and applicable rules and regulations of the United States Securities and Exchange Commission (the "SEC"); and
WHEREAS, Calderwood & Harkness LLP delivered a Delaware law memorandum to the Board on November 18, 2025, analyzing the scope and limits of board delegation of authority under DGCL Sections 141(a) and 141(c), the permissibility of bylaw provisions cross-referencing a board-adopted delegation of authority matrix, and the enforceability of the proposed bylaw amendments under applicable Delaware statutory and case law, and the Board has reviewed such memorandum and is satisfied that the proposed amendments comply in all respects with the DGCL and applicable law.
"Section 3.3 — Committees of the Board.
The Board of Directors shall maintain standing committees, which shall be the following:
(1) the Audit Committee;
(2) the Compensation & Human Capital Committee;
(3) the Nominating & Corporate Governance Committee;
(4) the Risk Committee;
(5) the Investment
(6) Technology & Cybersecurity Oversight
Each standing committee shall operate pursuant to a written charter adopted by the Board, Each such charter shall be reviewed by the applicable committee and the Board no less frequently than annually and shall be amended from time to time as the Board deems necessary or advisable.
The Board may, by resolution establish such additional committees as it deems necessary or advisable from time to time, Any such additional committee shall operate pursuant to a written charter adopted by the Board at the time of its establishment."
The foregoing amendment updates the prior reference in Section 3.3 from five (5) standing committees to six (6) standing committees, reflecting the establishment of the Technology & Cybersecurity Oversight Committee as a new standing committee of the Board.
"Section 3.4 — Appointment and Tenure of Committee Members.
For the avoidance of doubt, the Board currently consists of eleven (11) directors, of whom eight (8) are independent directors (as determined in accordance with the NYSE Listed Company Manual and the Company's Corporate Governance Guidelines) and three (3) are management or non-independent directors: Margaret A. Calloway, Chair of the Board and Chief Executive Officer; Dexter W. Ng, President of Quorum Property & Casualty Insurance Company, a wholly owned subsidiary of the Company; and Camille R. DuPont, President of Vantage Digital Insurance Solutions, Inc., a wholly owned subsidiary of the Company.
"Section 4.2 — Authority of Officers.
(b) Delegation of Authority Matrix. The DOA Matrix shall establish, for each category of corporate action, the approval thresholds and chain of authority applicable to individual officers, combinations of officers acting jointly, standing committees of the Board, and the full Board. Categories of corporate action addressed in the DOA Matrix shall include, without limitation:
(i) capital expenditures;
(ii) claims settlement and claims-payment authority;
(iii) reinsurance treaties and reinsurance-related transactions;
(iv) technology and information technology spending;
(v) vendor contracts and procurement;
(vi) investment transactions, including purchases and sales of portfolio securities;
(vii) mergers, acquisitions, divestitures, and other strategic transactions;
(viii) litigation settlement authority;
(ix) charitable and political contributions; and
(x) officer hiring, compensation, and termination authority.
(c) Limitations on Officer Authority. No officer of the Company shall have the authority to bind the Company, execute any agreement or instrument on behalf of the Company, commit the Company to any obligation or liability, or take any other action on behalf of the Company that exceeds the authority delegated to such officer under the DOA Matrix, unless the Board or an authorized standing committee of the Board has specifically approved such action by resolution or written consent. Any purported action taken by an officer in excess of such officer's authority under the DOA Matrix shall be subject to ratification by the Board or an authorized committee.
(d) Annual Review. The DOA Matrix shall be reviewed by the Board and, if necessary, updated no less frequently than annually, upon recommendation of the Chief Executive Officer, the Chief Financial Officer, and the General Counsel & Corporate Secretary. Such annual review shall be conducted in connection with the first regularly scheduled Board meeting of each fiscal year, or at such other time as the Board may determine.
(e) Custodian of the DOA Matrix. The General Counsel & Corporate Secretary shall maintain the current version of the DOA Matrix, together with all prior versions thereof, and shall make the current version available to all officers and directors of the Company. The General Counsel & Corporate Secretary shall promptly distribute any amendments to the DOA Matrix to all officers and directors and shall maintain a record of such distribution.
(f) Current Officers. As of the date of adoption of this amended Section 4.2, the following individuals hold the officer positions indicated:
Chief Executive Officer: Margaret A. Calloway
Chief Financial Officer: Patricia Sung-Hee Lam
General Counsel & Corporate Secretary: Dennis R. Okonkwo
Chief Compliance Officer: Ivan D. Pruett
Chief Audit Executive: Renata M. Vásquez"
FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to cause each subsidiary of the Company, including without limitation Quorum Property & Casualty Insurance Company, Lone Star Specialty Insurance Company, Great Lakes Surety & Indemnity Co., Quorum MGA Services, LLC, and Vantage Digital Insurance Solutions, Inc., to adopt such conforming amendments to their respective organizational documents, including charters, bylaws, operating agreements, delegation of authority matrices, and committee charters, as may be necessary or appropriate to reflect the governance changes adopted herein and to ensure consistency between the governance frameworks of the parent company and its subsidiaries, with such amendments to be effected in such manner and at such times as the General Counsel & Corporate Secretary shall determine in his discretion;
FURTHER RESOLVED, that the officers of the Company, in coordination with Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich, Managing Director) and Calderwood & Harkness LLP, are hereby authorized and directed to prepare and file, or cause to be prepared and filed, all regulatory filings, notifications, and submissions required or advisable in connection with the amendments and governance changes adopted herein, including without limitation:
(a) Connecticut Department of Insurance: A holding company filing on Form B (or such successor form as may be required), reflecting material changes to the parent holding company's governance structure, corporate organizational documents, and delegation of authority framework, to be filed with respect to Quorum Property & Casualty Insurance Company (NAIC Company Code 38472, a Connecticut-domiciled property and casualty insurer), with a filing deadline of March 1, 2026, or such earlier date as may be required by the Connecticut Insurance Commissioner;
(b) Texas Department of Insurance: An informational filing, in such form as may be required by the Texas Department of Insurance, to be submitted within thirty (30) days of the date of adoption of these amendments, with respect to Lone Star Specialty Insurance Company (NAIC Company Code 41359, a Texas-domiciled specialty lines insurer); and
(c) Ohio Department of Insurance: An informational filing pursuant to Ohio Revised Code Section 3901.32 et seq. and applicable regulations promulgated thereunder, to be submitted within thirty (30) days of the date of adoption of these amendments, with respect to Great Lakes Surety & Indemnity Co. (NAIC Company Code 29814, an Ohio-domiciled surety and indemnity insurer);
and to take such other actions and make such other filings as may be required by any other state or federal regulatory authority with jurisdiction over the Company or any of its subsidiaries;
FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to:
(a) post the updated Bylaws (as amended hereby) and all restated and newly adopted standing committee charters on the Company's corporate website (www.quoruminsuranceholdings.com), in the "Corporate Governance" section of the Investor Relations portal, within five (5) business days of the date of adoption of these resolutions, consistent with the requirements of the NYSE Listed Company Manual;
(b) submit the annual Chief Executive Officer certification of compliance with NYSE corporate governance listing standards within thirty (30) days of the date on which the governance changes adopted herein become effective, as required by Section 303A.12(a) of the NYSE Listed Company Manual;
(c) prepare and file such Current Report on Form 8-K with the SEC (under Item 5.05 — Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, or under Item 8.01 — Other Events, as the General Counsel & Corporate Secretary may determine to be most appropriate and advisable) as may be necessary or appropriate to disclose the comprehensive governance overhaul to the Company's stockholders and the investing public, with a targeted filing date of December 15, 2025, or as soon thereafter as practicable; and
(d) coordinate with Pinnacle Transfer Services, Inc., the Company's transfer agent and registrar for its common stock, par value $0.001 per share, as necessary to address any administrative matters arising in connection with the governance changes adopted herein;
FURTHER RESOLVED, that Margaret A. Calloway, Chair of the Board and Chief Executive Officer, Dennis R. Okonkwo, General Counsel & Corporate Secretary, and Patricia Sung-Hee Lam, Chief Financial Officer, and each of them acting singly and without the joinder of the others, are hereby authorized, empowered, and directed, in the name and on behalf of the Company, to execute, deliver, file, and perform any and all documents, agreements, certificates, instruments, filings, notices, consents, and other actions as any of them may deem necessary, appropriate, or advisable to carry out the purposes and intent of the foregoing resolutions, the execution, delivery, or filing of any such document or instrument by any such officer to be conclusive evidence of his or her determination that such action is necessary, appropriate, or advisable. Any and all actions heretofore taken by any officer or director of the Company in connection with the matters contemplated by the foregoing resolutions, including without limitation actions taken in furtherance of the Governance Overhaul project, the engagement of Calderwood & Harkness LLP and Broadleaf Insurance Regulatory Consultants, LLC, and any preliminary communications with regulatory authorities, the NYSE, or the SEC, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company;
FURTHER RESOLVED, that the amendments to the Amended and Restated Bylaws authorized by these resolutions shall be effective immediately upon adoption of these resolutions by the Board at the meeting of the Board held on December 11, 2025, or, if these resolutions are adopted by unanimous written consent of the Board in lieu of a meeting pursuant to Section 141(f) of the DGCL and Article III, Section 3.9 of the Bylaws, upon the date on which the last director of the Company executes such written consent.
CERTIFICATION
I, Dennis R. Okonkwo, the duly appointed and acting General Counsel & Corporate Secretary of Quorum Insurance Holdings Corp., a Delaware corporation, do hereby certify that the foregoing resolutions were duly adopted by the Board of Directors of the Company at a meeting of the Board duly called, noticed, and held on December 11, 2025, at which a quorum of directors was present and acting throughout the entirety of such meeting, and that such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of Quorum Insurance Holdings Corp. as of the date set forth below.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Dennis R. Okonkwo
Title: General Counsel & Corporate Secretary
Date: ________
[CORPORATE SEAL]
EXHIBIT A
MARKED TEXT OF AMENDED BYLAW PROVISIONS
The following sets forth the full text of each Bylaw provision amended by the foregoing resolutions, as such provisions read after giving effect to the amendments adopted by the Board on December 11, 2025.
Section 3.3 — Committees of the Board (As Amended)
"Section 3.3 — Committees of the Board.
The Board of Directors shall maintain six (6) standing committees, which shall be the following:
(1) the Audit Committee;
(2) the Compensation & Human Capital Committee;
(3) the Nominating & Corporate Governance Committee;
(4) the Risk Committee;
(5) the Investment Committee; and
(6) the Technology & Cybersecurity Oversight Committee.
Each standing committee shall operate pursuant to a written charter adopted by the Board, which charter shall set forth the committee's purpose, composition requirements (including any independence, financial expertise, or other qualification requirements mandated by applicable law, the rules and regulations of the SEC, and the NYSE Listed Company Manual), responsibilities, and authority. Each such charter shall be reviewed by the applicable committee and the Board no less frequently than annually and shall be amended from time to time as the Board deems necessary or advisable.
The Board may, by resolution adopted by a majority of the directors then in office, establish such additional committees as it deems necessary or advisable from time to time, consistent with the requirements of the DGCL and applicable NYSE listing standards. Any such additional committee shall operate pursuant to a written charter adopted by the Board at the time of its establishment."
Section 3.4 — Appointment and Tenure of Committee Members (As Amended)
"Section 3.4 — Appointment and Tenure of Committee Members.
(a) Annual Appointment. The members and the chair of each standing committee of the Board shall be appointed annually by the Board, upon the recommendation of the Nominating & Corporate Governance Committee, at the first meeting of the Board held following each annual meeting of stockholders of the Company. In the event that the Board does not hold a meeting within thirty (30) days following the annual meeting of stockholders, committee members and chairs shall continue to serve in their existing capacities until such time as the Board acts to appoint or reappoint committee members and chairs.
(b) Term; Cessation of Service. Each committee member shall serve from the date of his or her appointment until the earliest of: (i) the first meeting of the Board held following the next annual meeting of stockholders at which committee appointments are made; (ii) his or her resignation from the committee, delivered in writing to the Chair of the Board and the General Counsel & Corporate Secretary; (iii) his or her removal from the committee by action of the Board; or (iv) his or her ceasing to be a director of the Company for any reason.
(c) Vacancies. Any vacancy occurring on any standing committee of the Board, whether by reason of resignation, removal, death, disqualification, or otherwise, may be filled by the Board at any regular or special meeting, or by unanimous written consent of the Board in lieu of a meeting. Any director so appointed to fill a vacancy on a committee shall serve for the remainder of the term of the director whom he or she replaces, or until his or her earlier resignation, removal, or cessation of service as a director.
(d) Minimum Membership. Each standing committee shall consist of not fewer than three (3) directors, unless the applicable committee charter specifies a different minimum number of members; provided, however, that no committee charter shall specify a minimum number of members that is less than the minimum required by the DGCL, the NYSE Listed Company Manual, or applicable SEC rules.
(e) Composition Requirements. The composition of each standing committee, including requirements relating to director independence, financial literacy, financial expertise, industry experience, and any other qualifications, shall be as set forth in the applicable committee charter and as required by the DGCL, the NYSE Listed Company Manual, and applicable rules and regulations of the SEC. The Nominating & Corporate Governance Committee shall be responsible for reviewing the qualifications of proposed committee members and shall confirm to the Board that each proposed appointee meets all applicable composition requirements.
(f) Ex Officio Attendance. The Chair of the Board and the Lead Independent Director shall be ex officio non-voting attendees of all meetings of each standing committee of the Board, unless the applicable committee charter expressly provides otherwise. Such ex officio attendees shall not be counted for purposes of determining whether a quorum of the committee is present and shall not have voting rights with respect to any matter considered by the committee."
Section 4.2 — Authority of Officers (As Amended)
"Section 4.2 — Authority of Officers.
(a) General. The officers of the Company shall have such authority and shall perform such duties as may be set forth in these Bylaws, as may be determined by the Board from time to time by resolution or otherwise, and as may be set forth in the Company's Delegation of Authority Matrix, as the same may be adopted and amended by the Board from time to time (the 'DOA Matrix').
(b) Delegation of Authority Matrix. The DOA Matrix shall establish, for each category of corporate action, the approval thresholds and chain of authority applicable to individual officers, combinations of officers acting jointly, standing committees of the Board, and the full Board. Categories of corporate action addressed in the DOA Matrix shall include, without limitation:
(i) capital expenditures;
(ii) claims settlement and claims-payment authority;
(iii) reinsurance treaties and reinsurance-related transactions;
(iv) technology and information technology spending;
(v) vendor contracts and procurement;
(vi) investment transactions, including purchases and sales of portfolio securities;
(vii) mergers, acquisitions, divestitures, and other strategic transactions;
(viii) litigation settlement authority;
(ix) charitable and political contributions; and
(x) officer hiring, compensation, and termination authority.
(c) Limitations on Officer Authority. No officer of the Company shall have the authority to bind the Company, execute any agreement or instrument on behalf of the Company, commit the Company to any obligation or liability, or take any other action on behalf of the Company that exceeds the authority delegated to such officer under the DOA Matrix, unless the Board or an authorized standing committee of the Board has specifically approved such action by resolution or written consent. Any purported action taken by an officer in excess of such officer's authority under the DOA Matrix shall be subject to ratification by the Board or an authorized committee.
(d) Annual Review. The DOA Matrix shall be reviewed by the Board and, if necessary, updated no less frequently than annually, upon recommendation of the Chief Executive Officer, the Chief Financial Officer, and the General Counsel & Corporate Secretary. Such annual review shall be conducted in connection with the first regularly scheduled Board meeting of each fiscal year, or at such other time as the Board may determine.
(e) Custodian of the DOA Matrix. The General Counsel & Corporate Secretary shall maintain the current version of the DOA Matrix, together with all prior versions thereof, and shall make the current version available to all officers and directors of the Company. The General Counsel & Corporate Secretary shall promptly distribute any amendments to the DOA Matrix to all officers and directors and shall maintain a record of such distribution.
(f) Current Officers. As of the date of adoption of this amended Section 4.2, the following individuals hold the officer positions indicated:
Chief Executive Officer: Margaret A. Calloway
Chief Financial Officer: Patricia Sung-Hee Lam
General Counsel & Corporate Secretary: Dennis R. Okonkwo
Chief Compliance Officer: Ivan D. Pruett
Chief Audit Executive: Renata M. Vásquez"
[End of Exhibit A]
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