OF QUORUM INSURANCE HOLDINGS CORP.

  OF QUORUM INSURANCE HOLDINGS CORP.
NYSE: QIHC
These  Corporate Governance Guidelines (these "Guidelines")  of Quorum Insurance Holdings Corp., a Delaware corporation ("Quorum," "QIH," or the "Company"). These  Guidelines were adopted by the Board of Directors (the "Board") of the Company on December 11, 2025, upon the recommendation of the Nominating & Corporate Governance Committee (the "Governance Committee"), chaired by Arthur J. Pennington, Lead Independent Director. These Guidelines are intended to provide a framework for the governance of the Company and to assist the Board and its committees in the exercise of their responsibilities. These Guidelines should be interpreted in conjunction with the Company's Certificate of Incorporation, Bylaws, committee charters, Code of Business Conduct and Ethics, and other governance policies adopted by the Board from time to time.
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I. Role and Responsibilities of the Board of Directors
A. General Oversight Function
The Board's primary responsibility is the oversight of the management of the business and affairs of the Company in accordance with the Delaware General Corporation Law (the "DGCL"), including Sections 141(a) and 141(c) thereof. The Board does not manage the day-to-day operations of the Company; rather, the Board oversees the Company's senior management, which is charged with the conduct of those operations. In fulfilling its oversight role, the Board acts as the ultimate decision-making body of the Company, except with respect to those matters reserved to the stockholders under the DGCL, the Company's Certificate of Incorporation, or the Company's Bylaws.
Quorum Insurance Holdings Corp. is a publicly traded, Delaware-incorporated insurance and financial technology ("fintech") holding company listed on the New York Stock Exchange under the ticker symbol "QIHC." The Company's principal executive offices are located at 280 Asylum Street, Suite 2200, Hartford, Connecticut 06103. As a holding company, the Company conducts its business through the following operating subsidiaries:
•  Quorum Property & Casualty Insurance Company, a Connecticut-domiciled property and casualty insurance company;
•  Lone Star Specialty Insurance Company, a Texas-domiciled specialty insurance company;
•  Great Lakes Surety & Indemnity Co., an Ohio-domiciled surety and indemnity insurance company;
•  Quorum MGA Services, LLC, a Delaware limited liability company operating as a managing general agent; and
•  Vantage Digital Insurance Solutions, Inc., a Delaware corporation operating as the Company's fintech subsidiary.
Each of these operating subsidiaries is subject to regulation by one or more state insurance departments or other regulatory authorities, and the Board takes into account the unique regulatory environment in which the Company and its subsidiaries operate in exercising its oversight responsibilities.
The Board oversees and provides guidance on the Company's strategic direction, risk management framework, financial integrity, corporate governance practices, and regulatory compliance. The Board recognizes that the effective discharge of its responsibilities requires that it be well informed about the Company's business, operations, competitive environment, and the risks and opportunities it faces. To that end, the Board expects to receive candid and complete information from management on a regular basis and to have meaningful opportunities for discussion and deliberation.
Each director is expected to exercise his or her fiduciary duties of care and loyalty to the Company and its stockholders at all times. The duty of care requires that directors act in an informed and deliberate manner, and with the care that a reasonably prudent person in a similar position would exercise under similar circumstances. The duty of loyalty requires that directors act in good faith and in the best interests of the Company and its stockholders, and that they refrain from self-dealing, usurpation of corporate opportunities, or other actions that would place personal interests ahead of the interests of the Company.
B. Specific Board Functions
Without limiting the generality of the foregoing, the Board shall be responsible for the following specific functions:
1.  Selection and Evaluation of the Chief Executive Officer. The Board is responsible for selecting, evaluating, and, when necessary, replacing the Chief Executive Officer of the Company. The Board shall set clear expectations for the CEO's performance and shall evaluate the CEO's performance against those expectations on an annual basis, as further described in Section XI below.
2.  Oversight of Senior Management Succession Planning. The Board shall oversee comprehensive succession planning for the CEO and other senior management positions, including the development of internal candidates and the identification of potential external candidates. Succession planning is further described in Section XVIII below.
3.  Review and Approval of Strategic Plans and Major Corporate Actions. The Board shall review and, where appropriate, approve the Company's strategic plans, annual operating plans and budgets, and major corporate actions, including significant acquisitions, dispositions, joint ventures, strategic partnerships, and other material transactions.
4.  Oversight of Enterprise Risk Management. The Board shall oversee the Company's enterprise risk management ("ERM") framework, including the identification, assessment, monitoring, and mitigation of key risks facing the Company. The Board may delegate certain aspects of risk oversight to the Risk Committee or other standing committees, as provided in the applicable committee charters, but retains ultimate oversight responsibility.
5.  Financial Integrity, Internal Controls, and Compliance. The Board shall ensure the integrity of the Company's financial statements, including oversight of the Company's internal controls over financial reporting and disclosure controls and procedures. The Board shall also oversee the Company's compliance with applicable laws, rules, and regulations, including insurance regulatory requirements, securities laws, and NYSE listing standards.
6.  Capital Allocation and Investment Strategy. The Board shall review and approve the Company's capital allocation strategy, investment policies, and material investment transactions. The Board may delegate certain aspects of investment oversight to the Investment Committee, as provided in the Investment Committee's charter.
7.  Delegation of Authority Matrix. The Board shall oversee the Delegation of Authority Matrix (the "DOA Matrix"), which sets forth the authority levels for officers, committees, and the full Board across operational categories, as further described in Section X below.
8.  Corporate Governance. The Board shall monitor and evaluate the Company's corporate governance practices, including these Guidelines, the Company's committee charters, the Code of Business Conduct and Ethics, and other governance policies. The Board shall recommend and adopt changes to governance practices as it deems appropriate, taking into account evolving best practices, regulatory developments, and stockholder feedback.
II. Board Composition and Size
A. Board Size
The Board currently consists of eleven (11) directors. The Governance Committee shall periodically review and recommend to the full Board the appropriate size of the Board, taking into account the needs of the Company, the desire for diversity of backgrounds, experiences, and skills among directors, the number and nature of standing committees, and the ability of the Board to function effectively as a deliberative body. The Board recognizes that a board that is too small may lack the breadth of expertise necessary for effective oversight, while a board that is too large may impede efficient decision-making. Accordingly, the Board seeks to maintain a size that balances these considerations.
B. Director Independence
A majority of the Board shall at all times be composed of directors who are "independent" as defined by Section 303A of the NYSE Listed Company Manual and applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). The Board believes that a substantial majority of independent directors is essential to effective corporate governance and to promoting the interests of stockholders.
Currently, eight (8) of the eleven (11) directors are independent. The three (3) directors who are not independent are:
•  Margaret A. Calloway, Chair of the Board and Chief Executive Officer of the Company;
•  Dexter W. Ng, President of Quorum Property & Casualty Insurance Company; and
•  Camille R. DuPont, President of Vantage Digital Insurance Solutions, Inc.
Each of these individuals is a management director by virtue of his or her employment relationship with the Company or one of its operating subsidiaries.
The Board shall affirmatively determine the independence of each director and each director nominee on an annual basis, applying the criteria set forth in Section 303A.02 of the NYSE Listed Company Manual and any additional criteria adopted by the Board. In making independence determinations, the Board shall consider all relevant facts and circumstances, including any commercial, industrial, banking, consulting, legal, accounting, charitable, familial, or other relationships between the director (or the director's immediate family members or affiliated entities) and the Company or its subsidiaries, management, or independent auditors. The Board's independence determinations shall be disclosed in the Company's annual proxy statement filed with the SEC.
The Governance Committee, in conjunction with the Company's General Counsel and Corporate Secretary, Dennis R. Okonkwo, shall assist the Board in gathering and evaluating the information necessary to make independence determinations. The General Counsel shall maintain a questionnaire and disclosure process designed to identify potential relationships that could bear on director independence.
C. Director Skills and Qualifications; Skills Matrix
The Governance Committee shall maintain a director skills matrix (the "Skills Matrix") that identifies the key skills, experiences, and attributes represented on the Board. The Skills Matrix shall include, but shall not be limited to, the following categories:
•  Insurance industry expertise (underwriting, claims, distribution, actuarial);
•  Financial expertise (accounting, financial reporting, capital markets);
•  Risk management;
•  Technology and cybersecurity;
•  Regulatory and government affairs;
•  Human capital management;
•  Environmental, social, and governance (ESG) and sustainability;
•  Capital markets and investment management;
•  Mergers, acquisitions, and strategic transactions;
•  Public-company CEO or C-suite executive experience; and
•  Other skills and attributes identified by the Governance Committee from time to time.
The Skills Matrix shall be reviewed and updated at least annually and shall inform the Governance Committee's evaluation of prospective director nominees. The Governance Committee shall use the Skills Matrix to identify any gaps in the Board's collective expertise and to guide its director search and recruitment efforts. The Skills Matrix may be disclosed to stockholders in the Company's annual proxy statement or otherwise made available as the Board deems appropriate.
D. Board Diversity
The Company is firmly committed to maintaining a Board of Directors that reflects a diversity of backgrounds, experiences, skills, gender, race, ethnicity, age, and perspectives. The Board believes that diversity enhances the quality of its deliberations and decision-making by bringing a broader range of viewpoints to bear on the complex issues facing the Company.
The Governance Committee shall consider diversity as an important factor in identifying and evaluating director candidates, alongside other relevant qualifications and attributes. The Governance Committee shall seek to include diverse candidates in every director search and shall instruct any search firm it engages to include diverse candidates in the initial pool of potential nominees. The Board's commitment to diversity shall be reflected in its annual assessment of Board composition and the director nomination process.
III. Director Qualifications
A. Mandatory Retirement Age
No person who has attained the age of seventy-five (75) shall be nominated for election or re-election to the Board. A director who reaches the age of seventy-five (75) during a term shall serve out the remainder of that term but shall not stand for re-election at the next annual meeting of stockholders.
The Board may, in extraordinary circumstances and upon the recommendation of the Governance Committee, waive this mandatory retirement age requirement for a specific term by an affirmative vote of at least two-thirds (2/3) of the independent directors then in office (excluding the director for whom the waiver is being considered). Any such waiver shall be disclosed in the Company's annual proxy statement. The Board expects that waivers will be granted only rarely and only where the Board determines that the director's continued service is critical to the Company's interests and that no suitable replacement candidate is available.
B. Tenure Limit for Independent Directors
Independent directors shall be subject to a tenure limit of fifteen (15) years of continuous service on the Board. Upon reaching the fifteen-year tenure limit, a director shall not be nominated for re-election at the next annual meeting of stockholders. A director who reaches the fifteen-year limit during a term shall serve out the remainder of that term.
The Board may, in extraordinary circumstances and upon the recommendation of the Governance Committee, waive this tenure limit for a specific term by an affirmative vote of at least two-thirds (2/3) of the independent directors then in office (excluding the director for whom the waiver is being considered). Any such waiver shall be disclosed in the Company's annual proxy statement.
The tenure limit set forth in this Section III.B applies only to independent directors and does not apply to management (non-independent) directors. The Board believes that periodic Board refreshment is important to ensure that the Board benefits from fresh perspectives and evolving expertise, while also recognizing the value of institutional knowledge and continuity.
C. Director Overboarding Policy
The Board recognizes that directors who serve on an excessive number of boards of directors may be unable to devote sufficient time and attention to their responsibilities to the Company. Accordingly, the following limitations shall apply:
(a) Independent directors may not serve on more than four (4) total public-company boards of directors, including the Board of Quorum Insurance Holdings Corp.
(b) A director who serves as the chief executive officer of a public company (including the CEO of QIH) may not serve on more than two (2) total public-company boards of directors, including the board of the company at which the individual serves as CEO.
Before accepting an invitation to serve on an additional public-company board of directors, a director must notify the Chair of the Governance Committee and the General Counsel in writing and receive a determination from the Governance Committee that such additional service would not impair the director's ability to fulfill his or her responsibilities to the Company. In making such determination, the Governance Committee shall consider the nature of the director's other commitments, the time demands of the additional board service, and any potential conflicts of interest.
The Governance Committee shall monitor directors' other board service on an ongoing basis, including through the annual director questionnaire process and through periodic inquiries. A director who exceeds the applicable limit shall be expected to take appropriate action to come into compliance within a reasonable period, as determined by the Governance Committee.
D. Changes in Principal Occupation or Affiliation
A director who experiences a significant change in his or her principal occupation, position, or affiliation from the circumstances that existed at the time the director was most recently elected or appointed to the Board shall promptly notify the Chair of the Governance Committee and the General Counsel in writing. For purposes of this provision, a "significant change" includes, without limitation, retirement from or change in a director's principal employment, a change in the director's primary industry or sector affiliation, or the assumption of a senior governmental or regulatory position.
Upon receipt of such notification, the Governance Committee shall evaluate whether the director's continued Board service is appropriate in light of the changed circumstances, taking into account the director's qualifications, the Board's composition and needs, and any potential conflicts of interest. The Governance Committee shall recommend appropriate action to the Board, which may include a request that the director resign, a determination that continued service is appropriate, or other action deemed advisable.
This provision does not require automatic resignation upon a change in principal occupation or affiliation, but rather establishes a process for Board consideration and evaluation of the circumstances. The Board believes that this approach balances respect for directors' individual circumstances with the Board's responsibility to ensure that its composition remains appropriate for the Company's needs.
IV. Director Election Standards
A. Majority Voting Standard — Uncontested Elections
In an uncontested election of directors (that is, an election in which the number of nominees does not exceed the number of directors to be elected), each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director at a meeting of stockholders at which a quorum is present. For purposes of this provision, a "majority of the votes cast" means that the number of votes cast "for" a director must exceed the number of votes cast "against" that director. Abstentions and broker non-votes shall not be counted as votes cast for purposes of this provision.
This majority voting standard replaces the prior plurality voting standard that was in effect prior to the adoption of these Amended and Restated Guidelines. The Board believes that a majority voting standard in uncontested elections enhances director accountability to stockholders by ensuring that directors who do not receive the support of a majority of the votes cast are not elected.
B. Plurality Voting Standard — Contested Elections
In a contested election of directors (that is, an election in which the number of nominees exceeds the number of directors to be elected as of the record date for the meeting or such later date as determined by the Board in accordance with the Company's Bylaws), directors shall be elected by a plurality of the votes cast. The Board believes that a plurality voting standard is appropriate in contested elections to ensure that the seats are filled and to prevent manipulation of the voting process.
C. Director Resignation Policy (Majority Voting)
To give full effect to the majority voting standard in uncontested elections, the Board has adopted the following director resignation policy:
(a) Each nominee for election as a director shall submit an irrevocable, conditional resignation to the General Counsel and Corporate Secretary (Dennis R. Okonkwo) prior to the mailing of the proxy statement for the applicable annual or special meeting of stockholders. Such resignation shall become effective only if (i) the nominee fails to receive the required majority vote in an uncontested election and (ii) the Board accepts the resignation in accordance with the procedures set forth below.
(b) If a director does not receive the required majority vote in an uncontested election, the Governance Committee shall promptly consider the matter and recommend to the Board whether to accept the resignation, reject the resignation, or take other action (which may include, without limitation, the adoption of measures intended to address the underlying reasons for the failure to receive a majority vote).
(c) The Board shall act on the Governance Committee's recommendation within ninety (90) days following the certification of the election results by the inspector of elections. In considering the Governance Committee's recommendation, the Board may consider any factors it deems relevant, including, without limitation, the stated reasons, if any, that stockholders voted against the director, the qualifications and tenure of the director, the director's contributions to the Board and the Company, the current composition of the Board, and whether accepting the resignation would cause the Company to fail to meet any applicable NYSE or SEC requirement.
(d) The Board shall promptly disclose its decision and the rationale therefor in a Current Report on Form 8-K or other filing with the SEC.
(e) A director who fails to receive the required majority vote shall not participate in the Governance Committee's or the Board's deliberations or vote regarding whether to accept or reject his or her resignation.
V. Board Leadership Structure
A. Chair of the Board
The Board shall determine from time to time whether the positions of Chair of the Board and Chief Executive Officer should be held by the same person or by different persons, based on the Board's assessment of the leadership needs of the Company at a given time. The Board does not have a fixed policy requiring either the combination or separation of these roles, as it believes that the optimal leadership structure may vary depending on the circumstances.
Currently, Margaret A. Calloway serves as both Chair of the Board and Chief Executive Officer. The Board has determined that a combined Chair/CEO structure is appropriate for the Company at this time, given Ms. Calloway's deep knowledge of the Company's operations, strategy, and competitive environment, and her ability to effectively lead both the Board and management. This combined structure is coupled with a strong and empowered Lead Independent Director role, as described below, to ensure independent oversight of the Board's activities.
B. Lead Independent Director
Whenever the Chair of the Board is not an independent director (as defined by Section 303A of the NYSE Listed Company Manual), the independent directors shall elect a Lead Independent Director from among the independent directors. The Lead Independent Director shall be elected by a vote of the independent directors, and such election shall take place at or promptly following the first Board meeting after each annual meeting of stockholders.
Arthur J. Pennington currently serves as Lead Independent Director. The Lead Independent Director shall serve for a term of one (1) year, with no limit on the number of consecutive terms, subject to continued election by the independent directors. The Board believes that the ongoing availability of an experienced and engaged Lead Independent Director is critical to the effective functioning of the Board, particularly when the roles of Chair and CEO are combined.
C. Duties of the Lead Independent Director
The Lead Independent Director shall have the following duties and responsibilities:
(a) Presiding at Executive Sessions. The Lead Independent Director shall preside at all executive sessions of the independent directors (without management directors or other members of management present), including at least one executive session at each regularly scheduled Board meeting.
(b) Liaison Role. The Lead Independent Director shall serve as a liaison between the Chair/CEO and the independent directors, facilitating communication and ensuring that the views of the independent directors are appropriately conveyed to the Chair/CEO.
(c) Board Meeting Agendas and Schedules. The Lead Independent Director shall have authority to approve Board meeting agendas and meeting schedules in consultation with the Chair, and to add items to the agenda as he or she deems appropriate. The Lead Independent Director shall work with the Chair to ensure that the Board devotes adequate time to key issues and that information provided to the Board is sufficient for informed deliberation.
(d) Calling Meetings. The Lead Independent Director shall have the authority to call meetings of the independent directors as necessary or appropriate, and to call special meetings of the Board in accordance with the Company's Bylaws.
(e) Shareholder Engagement. The Lead Independent Director shall be available for direct communication with major stockholders of the Company under the Shareholder Engagement Protocol set forth in Section XII of these Guidelines.
(f) Leadership of Evaluations. The Lead Independent Director shall lead the annual evaluation of the CEO's performance and the Board's annual self-evaluation process, as further described in Section XI of these Guidelines.
VI. Board Committees
A. Standing Committees
The Board has established the following   standing committees to assist in the discharge of its responsibilities:
Each standing committee operates under a written charter adopted by the Board, which sets forth the committee's purpose, composition, responsibilities, authority, and operating procedures. Committee charters are reviewed and updated periodically by the respective committee and the Board. Current committee charters are available on the Company's website at www.quoruminsurance.com/governance and are filed with the NYSE as required by the NYSE Listed Company Manual.
B. Committee Composition
The composition of each standing committee shall satisfy the following requirements:
(a) Audit Committee. The Audit Committee shall be composed entirely of independent directors, as required by Section 303A.06 of the NYSE Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The Audit Committee shall have at least one member who qualifies as an "audit committee financial expert" as defined by Item 407(d)(5) of SEC Regulation S-K. All members of the Audit Committee shall be financially literate, as determined by the Board.
(b) Compensation & Human Capital Committee. The Compensation & Human Capital Committee shall be composed entirely of independent directors, as required by Section 303A.05 of the NYSE Listed Company Manual. Each member of the Compensation & Human Capital Committee shall also satisfy the requirements of a "non-employee director" under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
(c) Nominating & Corporate Governance Committee. The Nominating & Corporate Governance Committee shall be composed entirely of independent directors, as required by Section 303A.04 of the NYSE Listed Company Manual.
(d) Risk Committee. The Risk Committee shall be composed of a majority of independent directors. Management directors or other members of management may serve on the Risk Committee, provided that independent directors constitute a majority of the committee's membership at all times.
(e) Investment Committee. The Investment Committee shall be composed of a majority of independent directors. Management directors or other members of management may serve on the Investment Committee, provided that independent directors constitute a majority of the committee's membership at all times.
(f) Technology & Cybersecurity Oversight Committee. The Technology & Cybersecurity Oversight Committee shall have a minimum of three (3) independent directors, with at least one (1) member possessing cybersecurity or technology expertise as defined in the committee's charter. Management directors may serve as non-voting advisory members of this committee, but the committee's voting membership shall consist solely of independent directors.
C. Committee Appointments
Members and chairs of each standing committee shall be appointed annually by the Board at the first Board meeting following the annual meeting of stockholders, upon the recommendation of the Governance Committee. The Governance Committee shall consider the qualifications, experience, and preferences of each director in making its recommendations for committee assignments. The Board may change committee membership and committee chairs at any time, upon the recommendation of the Governance Committee or at the Board's own initiative.
The Company's Bylaws (Article III, Section 3.4) contain provisions regarding the formation and authority of Board committees, and the committee appointment process described herein shall conform to and be consistent with the Bylaws as amended from time to time.
D. Authority to Form Additional Committees
The Board may establish ad hoc or special committees from time to time as it deems necessary or appropriate for the discharge of its responsibilities, consistent with Section 141(c) of the DGCL and the Company's Bylaws (Article III, Section 3.3, as amended to reference six standing committees). Any ad hoc or special committee shall operate under a written mandate or resolution adopted by the Board specifying the committee's purpose, scope of authority, composition, and duration.
VII. Board and Committee Meetings
A. Meeting Frequency
The Board shall hold at least four (4) regularly scheduled meetings per calendar year, at dates and times to be established by the Board in consultation with the Chair and the Lead Independent Director. Additional special meetings of the Board may be called at any time as necessary or appropriate, in accordance with the Company's Bylaws and applicable law.
Each standing committee shall meet as frequently as its charter requires, and in no event less frequently than the following:
•  Audit Committee: at least quarterly (four times per year);
•  Compensation & Human Capital Committee: at least three (3) times per year;
•  Nominating & Corporate Governance Committee: at least three (3) times per year;
•  Risk Committee: at least three (3) times per year;
•  Investment Committee: at least three (3) times per year; and
•  Technology & Cybersecurity Oversight Committee: at least three (3) times per year.
Committees may hold additional meetings as the committee chair or the Board deems necessary or appropriate. Meeting schedules for each committee shall be established at the beginning of each calendar year, with appropriate coordination to facilitate the flow of information among committees and to the full Board.
B. Attendance and Participation
Directors are expected to attend all Board meetings and meetings of committees on which they serve, either in person or by means of remote communication, as permitted by the DGCL and the Company's Bylaws. Directors are also expected to prepare for such meetings by reviewing all materials distributed in advance, and to arrive at each meeting prepared to engage substantively in the matters on the agenda.
Directors are expected to attend the Company's annual meeting of stockholders, absent extraordinary circumstances. The Company shall disclose in its annual proxy statement the number of Board and committee meetings held during the preceding fiscal year and any director who attended fewer than seventy-five percent (75%) of the aggregate of (i) the total number of Board meetings and (ii) the total number of meetings held by committees on which the director served during the period for which the director was a member.
C. Executive Sessions
The independent directors shall meet in executive session (without management directors or other members of management present) at each regularly scheduled Board meeting, and at such other times as the Lead Independent Director may determine. Executive sessions provide an opportunity for the independent directors to discuss matters candidly, including the performance of management, Board processes, and other sensitive topics.
The Lead Independent Director, Arthur J. Pennington, shall preside at all executive sessions of the independent directors. The Lead Independent Director shall determine the agenda for executive sessions and shall communicate the substance of executive session discussions to the Chair/CEO as he or she deems appropriate.
D. Access to Management and Advisors
Directors shall have complete and unrestricted access to the Company's management, employees, and books and records. Directors are encouraged to communicate directly with management and employees as necessary to fulfill their oversight responsibilities, subject to appropriate coordination with the Chair/CEO and the General Counsel.
The Board and each standing committee shall have the authority to retain independent advisors (including legal counsel, financial advisors, compensation consultants, and other experts) at the Company's expense, without requiring further Board approval, except as otherwise provided in specific committee charters. The engagement of independent advisors shall be coordinated through the General Counsel's office to ensure consistency and efficiency.
VIII. Director Compensation
A. General Principles
Non-employee director compensation shall be determined by the Board upon the recommendation of the Compensation & Human Capital Committee. The Board recognizes that attracting and retaining highly qualified directors requires competitive compensation. Director compensation should be structured to reflect the significant time commitment, expertise, and responsibilities required of directors, while also aligning the financial interests of directors with those of stockholders.
A meaningful portion of non-employee director compensation should be in the form of equity-based awards, such as restricted stock units, deferred stock units, or stock options, to further align directors' interests with stockholder value. The Compensation & Human Capital Committee shall consider the appropriate mix of cash and equity compensation in making its recommendations to the Board.
B. Management Directors
Directors who are also employees of the Company or any of its subsidiaries shall not receive additional compensation for their service as directors of the Company. Currently, the following directors are management directors and do not receive separate director compensation:
•  Margaret A. Calloway, Chair of the Board and Chief Executive Officer;
•  Dexter W. Ng, President, Quorum Property & Casualty Insurance Company; and
•  Camille R. DuPont, President, Vantage Digital Insurance Solutions, Inc.
C. Annual Review
The Compensation & Human Capital Committee shall annually review the compensation levels and practices for non-employee directors, including a comparison to the Company's peer group of publicly traded insurance and financial services companies. The Compensation & Human Capital Committee may engage an independent compensation consultant to assist in this review. The results of the annual review shall be reported to the full Board, together with any recommendations for changes to director compensation.
IX. Director Orientation and Continuing Education
A. Orientation.  
New directors shall participate in a comprehensive orientation program organized by the office of the General Counsel and Corporate Secretary, in coordination with senior management. The orientation program is designed to familiarize new directors with the Company's business, strategy, operations, financial condition, risk profile, regulatory environment, and corporate governance practices. The orientation program shall include, without limitation:
•  Meetings with the CEO, other senior executives, and key functional leaders;
•  Briefings on the Company's strategic plan, annual operating plan, and financial performance;
•  An overview of the Company's enterprise risk management framework;
•  A review of the Company's corporate governance documents, including the Certificate of Incorporation, Bylaws, committee charters, these Guidelines, the Code of Business Conduct and Ethics, and the DOA Matrix;
•  A review of the Company's regulatory compliance program, including insurance regulatory matters;
•  Briefings on the Company's key products, distribution channels, and competitive landscape; and
•  Visits to operating subsidiaries and key business locations, as appropriate.
The General Counsel shall coordinate the orientation program and shall ensure that new directors receive all relevant materials in a timely manner.
B. Continuing Education
Directors are encouraged to participate in continuing education programs relevant to their Board and committee responsibilities, at the Company's expense. Continuing education may include programs offered by recognized governance organizations, industry associations, academic institutions, or other qualified providers, and may cover topics such as corporate governance best practices, financial literacy, risk management, cybersecurity, insurance regulation, and emerging industry trends.
The Company shall facilitate access to relevant industry, regulatory, and governance education programs and shall periodically bring outside experts to Board or committee meetings to provide education on topics of particular relevance to the Company. The General Counsel's office shall maintain a record of directors' continuing education activities and shall assist directors in identifying appropriate programs.
X. Delegation of Authority
A. Delegation of Authority Matrix
The Board has adopted a Delegation of Authority Matrix (the "DOA Matrix") that specifies the scope of authority delegated to officers, management, and committees for various categories of business decisions and actions. The DOA Matrix is an essential governance tool that promotes accountability, efficiency, and appropriate escalation of decisions within the organization.
The DOA Matrix covers, among other categories, the following areas:
•  Capital expenditures;
•  Claims settlement and reserving authority;
•  Reinsurance treaties and arrangements;
•  Technology and information technology spending;
•  Vendor contracts and procurement;
•  Investment transactions;
•  Mergers, acquisitions, and other strategic transactions;
•  Litigation settlement and legal expense authority;
•  Charitable and political contributions; and
•  Officer hiring, termination, and compensation.
The DOA Matrix shall be reviewed and updated by the Board at least every two (2) years, and more frequently as business needs require. The Governance Committee shall oversee the review process and shall recommend any proposed changes to the DOA Matrix for Board approval. The Company's Bylaws (Article IV, Section 4.2) cross-reference the DOA Matrix for officer authority provisions, and any amendments to the DOA Matrix shall be coordinated with conforming amendments to the Bylaws as necessary.
B. Subsidiary Delegations
Each operating subsidiary of the Company shall maintain a subsidiary-level delegation of authority matrix (a "Subsidiary DOA Matrix") that is consistent with the parent DOA Matrix and subject to approval by the Board or the appropriate committee of the Board. The Subsidiary DOA Matrix shall specify the authority levels for officers and management of the subsidiary for the categories of business decisions applicable to that subsidiary's operations.
Authority delegations at the subsidiary level shall not exceed the thresholds set forth in the parent DOA Matrix without the express ratification of the Board. The General Counsel shall monitor compliance with this requirement and shall report any instances of non-compliance to the Governance Committee and the Board.
C. Non-Delegable Actions
Consistent with Section 141(c) of the DGCL, certain actions are reserved exclusively to the full Board and may not be delegated to any committee, officer, or other person. These non-delegable actions include, without limitation:
•  Amendments to the Certificate of Incorporation (to the extent Board action is required);
•  Amendments to the Company's Bylaws;
•  Declaration of dividends or other distributions to stockholders;
•  Approval of mergers, consolidations, sales of substantially all assets, and other fundamental corporate transactions;
•  Issuance of stock, except as expressly authorized by the Board under an existing plan or resolution; and
•  Other actions that the DGCL or the Company's Certificate of Incorporation or Bylaws reserves to the full Board.
XI. Annual Performance Evaluations
A. Board Self-Evaluation
The Board shall conduct a comprehensive self-evaluation at least annually, under the direction of the Lead Independent Director and the Governance Committee. The self-evaluation process shall assess the Board's performance, composition, structure, processes, and overall effectiveness, and shall solicit candid input from each director. The self-evaluation may take the form of written questionnaires, individual interviews, group discussions, or a combination thereof, as the Lead Independent Director and the Governance Committee determine to be most effective.
The results of the Board self-evaluation shall be discussed in executive session of the independent directors and shall be used to identify areas for improvement in the Board's functioning, including the quality and timeliness of information provided to the Board, the effectiveness of Board deliberations, the Board's oversight of key risks and strategic matters, and the adequacy of the Board's composition and committee structure. The Governance Committee shall oversee the implementation of any action items resulting from the self-evaluation process.
B. Committee Self-Evaluations
Each standing committee shall conduct an annual self-evaluation of its performance and effectiveness, as required by its charter. The committee self-evaluation shall assess whether the committee is fulfilling its responsibilities as set forth in its charter, the quality of committee discussions and decision-making, the adequacy of information provided to the committee, and the committee's relationship with management and the full Board.
Committee self-evaluation results shall be reported to the Governance Committee and the full Board. The Governance Committee shall review the results of all committee self-evaluations and shall identify any themes or issues that warrant Board attention or changes to committee charters or practices.
C. CEO Evaluation
The Compensation & Human Capital Committee, in consultation with the Lead Independent Director, shall lead an annual evaluation of the performance of the Chief Executive Officer. The evaluation shall be based on criteria established by the Compensation & Human Capital Committee and the Board, which may include the CEO's achievement of strategic and financial objectives, leadership effectiveness, organizational development, risk management, stakeholder engagement, and other relevant factors.
The results of the CEO evaluation shall be discussed in executive session of the independent directors. The Lead Independent Director shall communicate the Board's assessment of the CEO's performance to the CEO, including areas of strength and areas for improvement. The results of the CEO evaluation shall inform the Compensation & Human Capital Committee's decisions regarding the CEO's compensation.
XII. Shareholder Engagement Protocol
A. Commitment to Engagement
The Company is committed to proactive and constructive engagement with its stockholders on matters of corporate governance, strategy, executive compensation, environmental and social responsibility, and other issues of significance to the Company and its stockholders. The Board and management recognize the importance of understanding and considering stockholder perspectives in shaping the Company's governance practices, strategic direction, and long-term value creation efforts.
B. Engagement Process
The Lead Independent Director (Arthur J. Pennington) and the Chair of the Governance Committee shall be available for engagement with stockholders holding at least three percent (3%) of the Company's outstanding shares of common stock. Other directors may participate in stockholder engagement activities at the discretion of the Lead Independent Director and the Governance Committee.
The General Counsel and Corporate Secretary (Dennis R. Okonkwo) and the Company's investor relations function shall coordinate stockholder engagement requests and meetings. The General Counsel shall establish and maintain procedures for receiving, tracking, and responding to stockholder engagement requests in a timely and professional manner.
The Company shall proactively seek engagement with significant institutional stockholders, including:
•  Veltrano Institutional Partners, LP, holding approximately 8.3% of outstanding shares; and
•  Westbrook Fiduciary Trust Company, holding approximately 5.7% of outstanding shares;
as well as other holders above the three percent (3%) threshold. The Company shall also consider engagement requests from stockholders below the three percent (3%) threshold where the topics raised are of broad significance to the Company's governance or strategy.
C. Feedback Loop
Feedback received through stockholder engagement activities shall be reported to the Governance Committee and, as appropriate, to the full Board. The Governance Committee shall consider stockholder feedback in its ongoing evaluation of the Company's governance practices, executive compensation programs, disclosure practices, and other matters within the scope of the Board's responsibilities.
The Board believes that a robust feedback loop between the Company and its stockholders is essential to maintaining trust, transparency, and accountability. Directors and management involved in stockholder engagement are expected to listen actively, consider stockholder perspectives thoughtfully, and communicate the Company's rationale for its governance decisions clearly and candidly.
D. Disclosure.  The Company shall disclose the nature and scope of its stockholder engagement activities in its annual proxy statement, including a summary of the topics discussed, the categories of stockholders engaged, and any governance changes or other actions taken in response to stockholder feedback. The Company may also provide additional disclosure of stockholder engagement activities on its website or in other communications with stockholders, as the Board deems appropriate.
XIII. Environmental, Social, and Governance (ESG) Oversight
A. Board-Level Oversight
The Board, acting primarily through the Governance Committee, is responsible for the oversight of the Company's policies, practices, and strategies related to environmental, social, and governance ("ESG") and sustainability matters. The Board recognizes that ESG considerations are integral to the long-term success of the Company and are of increasing importance to stockholders, regulators, employees, and other stakeholders.
In addition to the Governance Committee's overarching ESG oversight role, the Board has assigned specific ESG-related oversight responsibilities to the following committees:
•  Investment Committee. The Investment Committee shall oversee the integration of ESG considerations into the Company's investment strategy, including the evaluation of ESG risks and opportunities in the Company's investment portfolio and the adoption of responsible investment practices consistent with the Company's fiduciary obligations.
•  Compensation & Human Capital Committee. The Compensation & Human Capital Committee shall oversee human capital management matters, including workforce strategy, diversity, equity and inclusion, talent development, employee engagement, and pay equity. The Compensation & Human Capital Committee shall also consider the incorporation of ESG-related metrics into executive compensation programs as appropriate.
B. Management Responsibility
The Chief Executive Officer, in conjunction with senior management, is responsible for the development and implementation of the Company's ESG strategies, policies, and initiatives. Management shall provide regular reports to the Board and the relevant committees on the Company's ESG performance, goals, and progress.
The Chief Compliance Officer, Ivan D. Pruett, shall coordinate ESG-related regulatory and compliance matters, including the Company's obligations under applicable ESG disclosure requirements, climate risk regulations, and other regulatory frameworks. The Chief Compliance Officer shall report to the Audit Committee and the Governance Committee on ESG-related compliance matters as appropriate.
XIV. Code of Business Conduct and Ethics
The Board has adopted a Code of Business Conduct and Ethics (the "Code") applicable to all directors, officers, and employees of the Company and its subsidiaries. The Code sets forth the Company's standards of ethical conduct and compliance with applicable laws and regulations, and addresses topics including conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets, compliance with laws, and reporting of illegal or unethical behavior.
Waivers of the Code for directors or executive officers may only be granted by the Board (or a committee of the Board designated for that purpose) and shall be promptly disclosed as required by SEC and NYSE rules. Any such waiver shall be reported to the Audit Committee.
The General Counsel and Corporate Secretary shall administer the Code and shall be responsible for overseeing compliance with the Code, investigating reports of potential violations, and recommending appropriate disciplinary action. The General Counsel shall report violations or waiver requests to the Audit Committee or the full Board, as appropriate. The Code is available on the Company's website and a copy is provided to each director, officer, and employee upon commencement of service or employment.
XV. Stock Ownership Guidelines
The Board has adopted stock ownership guidelines to further align the interests of directors and executive officers with those of the Company's stockholders. The Board believes that meaningful stock ownership by directors and executive officers promotes a long-term perspective and reinforces the commitment of the Company's leadership to stockholder value creation.
Directors and executive officers shall meet the ownership thresholds established by the Compensation & Human Capital Committee, as set forth in the Company's Stock Ownership Guidelines Policy. The Compensation & Human Capital Committee shall periodically review and, as appropriate, recommend updates to the ownership thresholds based on market practices and peer group data. Compliance with the stock ownership guidelines shall be monitored annually by the Compensation & Human Capital Committee, with the assistance of the General Counsel's office, and reported to the Board.
XVI. Communications with the Board
Stockholders, employees, and other interested parties may communicate directly with the Board of Directors, the Lead Independent Director, any individual director, or any committee of the Board by writing to:
General Counsel & Corporate Secretary Quorum Insurance Holdings Corp. 280 Asylum Street, Suite 2200 Hartford, CT 06103
Communications may also be sent by email to the address designated on the Company's website for Board communications.
The General Counsel and Corporate Secretary shall review all communications received and shall forward those that address substantive matters relating to the Company's governance, business, or operations to the appropriate recipient or recipients. The General Counsel shall use reasonable judgment in screening communications and shall not forward communications that are commercial solicitations, matters unrelated to the Company, or otherwise inappropriate for Board consideration. The General Counsel shall maintain a log of all communications received and their disposition, and shall provide periodic reports to the Governance Committee regarding the nature and volume of communications received.
XVII. Clawback Policy
The Board has adopted a Clawback Policy (the "Clawback Policy") in compliance with Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and Section 303A.14 of the NYSE Listed Company Manual. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation received by current or former executive officers in the event of a required financial restatement of the Company's financial statements, regardless of fault.
The Clawback Policy applies to incentive-based compensation received during the three completed fiscal years immediately preceding the date on which the Company is required to prepare a restatement, as further defined in the Clawback Policy. The Clawback Policy may also provide for discretionary recovery of compensation in additional circumstances, as determined by the Board or the Audit Committee.
Administration of the Clawback Policy is the responsibility of the Audit Committee, as set forth in the Amended and Restated Charter of the Audit Committee. The General Counsel shall assist the Audit Committee in the administration and enforcement of the Clawback Policy. The Clawback Policy is available on the Company's website.
XVIII. Succession Planning
The Board, in conjunction with the Compensation & Human Capital Committee, is responsible for the oversight of CEO and senior management succession planning. The Board views succession planning as a critical element of its oversight responsibilities and recognizes that a well-developed succession plan is essential to the Company's continuity and long-term success.
Management shall maintain and periodically present to the Board a comprehensive succession plan for the CEO and other key executive officers. The succession plan shall include:
•  Long-term development plans for internal candidates identified as potential successors to key leadership positions;
•  Assessment of the readiness of internal candidates, including development needs and career experiences;
•  Identification of potential external candidates for key leadership positions; and
•  Emergency succession contingencies, including interim leadership arrangements in the event of the unexpected departure, disability, or death of the CEO or other key executive officers.
The Board shall review the succession plan at least annually, and more frequently as circumstances warrant. The Compensation & Human Capital Committee shall work with the CEO and the Chief Human Resources Officer to ensure that the succession planning process is robust, forward-looking, and aligned with the Company's strategic objectives.
XIX. Confidentiality
Directors shall maintain the confidentiality of all non-public information relating to the Company, its business, and its deliberations. The duty of confidentiality is a fundamental obligation of Board service and is essential to the Board's ability to function effectively, to the protection of the Company's competitive position, and to compliance with applicable securities laws.
Confidential information includes, without limitation:
•  Board and committee discussions, presentations, materials, and deliberations;
•  Non-public information regarding the Company's operations, financial condition, results of operations, business plans, strategies, and forecasts;
•  Information regarding the Company's relationships with customers, suppliers, reinsurers, regulators, and business partners;
•  Proprietary or trade secret information of the Company or its subsidiaries;
•  Information regarding pending or threatened litigation, regulatory proceedings, or investigations; and
•  Information regarding personnel matters, including succession planning and executive compensation.
Directors shall not disclose confidential information to any person outside the Board, including family members, business associates, or the media, except as authorized by the Board, required by law, or otherwise permitted by the Company's policies. Directors' obligations of confidentiality continue after the director's service on the Board has ended.
XX. Review and Amendment of Guidelines
These Guidelines shall be reviewed at least annually by the Governance Committee, which shall recommend any amendments or updates to the full Board. The annual review shall take into account evolving corporate governance best practices, regulatory developments, stockholder feedback, and the needs of the Company.
The Board may amend these Guidelines at any time by resolution adopted at a duly convened meeting of the Board at which a quorum is present, or by unanimous written consent of the Board, in each case in accordance with the DGCL and the Company's Bylaws. Amendments to these Guidelines shall be effective upon adoption by the Board, unless the Board specifies a different effective date.
The current version of these Guidelines shall be posted on the Company's website at www.quoruminsurance.com/governance and shall be made available to stockholders upon request. The General Counsel and Corporate Secretary shall be responsible for maintaining the current version of these Guidelines and for ensuring that the version posted on the Company's website is up to date.
XXI. Regulatory and Exchange Compliance
These Guidelines are intended to be consistent with, and are subject to, the following authorities:
(a) The Delaware General Corporation Law, including, without limitation, Sections 141(a), 141(c), and 142 thereof;
(b) The Company's Certificate of Incorporation, as amended from time to time;
(c) The Company's Bylaws, as amended from time to time;
(d) Applicable rules and regulations of the U.S. Securities and Exchange Commission, including, without limitation, the rules adopted under the Securities Exchange Act of 1934, as amended; and
(e) The NYSE Listed Company Manual, including, without limitation, Sections 303A.01 through 303A.14 thereof.
In the event of any conflict or inconsistency between these Guidelines and any applicable law, regulation, or exchange rule, the applicable law, regulation, or exchange rule shall control. Similarly, in the event of any conflict between these Guidelines and the Company's Certificate of Incorporation or Bylaws, the Certificate of Incorporation or Bylaws, as applicable, shall control.
The General Counsel and Corporate Secretary (Dennis R. Okonkwo) shall monitor changes in applicable law, regulation, and exchange rules on an ongoing basis and shall recommend updates to these Guidelines as necessary to maintain compliance. The General Counsel shall report to the Governance Committee and the Board regarding any material changes in applicable law, regulation, or exchange rules that may affect these Guidelines or the Company's governance practices.
ADOPTION AND CERTIFICATION
The undersigned, as General Counsel and Corporate Secretary of Quorum Insurance Holdings Corp., hereby certifies that the foregoing Amended and Restated Corporate Governance Guidelines were duly adopted by the Board of Directors of the Company on December 11, 2025, and that these Guidelines accurately reflect the governance framework approved by the Board as of such date.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Dennis R. Okonkwo
Title: General Counsel & Corporate Secretary
Date: ________
These Amended and Restated Corporate Governance Guidelines will be filed on the Company's website at www.quoruminsurance.com/governance and made available to the New York Stock Exchange, effective as of December 15, 2025. These Amended and Restated Corporate Governance Guidelines replace all prior versions of the Corporat