UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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VALIDUS HOLDINGS, LTD.

(Name of Registrant as Specified in Its Charter)

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VALIDUS HOLDINGS, LTD.

 

 

 

 

NOTICE OF ANNUAL GENERAL MEETING OF HOLDERS OF COMMON SHARES
TO BE HELD ON MAY 4, 2011

 

 

 

 

Suite 1790

48 Par-la-Ville Road

Hamilton, HM 11

Bermuda

 

March 23, 2011

 

TO THE HOLDERS OF COMMON SHARES OF VALIDUS HOLDINGS, LTD.

 

Notice is hereby given that the Annual General Meeting of holders (the “Shareholders”) of Common Shares of Validus Holdings, Ltd. (the “Company”) will be held at Tucker’s Point Golf Club, 20 Stable Lane, Hamilton Parish HS02, Bermuda, on Wednesday, May 4, 2011 at 8:30 a.m. local time for the following purposes:

 

1. To elect three Class I Directors to hold office until 2014;

 

2. To elect certain individuals as Designated Company Directors of certain of the Company’s non-U.S. subsidiaries, as required by the Company’s bye-laws;

 

3. To approve, by a non-binding advisory vote, the executive compensation payable to the Company’s named executive officers;

 

4. To select, by a non-binding advisory vote, the frequency at which Shareholders will be asked to approve, by a non-binding advisory vote, the compensation paid by the Company to its named executive officers;

 

5. To approve the selection of PricewaterhouseCoopers to act as the independent registered public accounting firm of the Company for the year ending December 31, 2011; and

 

6. To transact such other business as may properly come before the meeting or any adjournments thereof.

 

Only Shareholders of record at the close of business on March 11, 2011, are entitled to receive notice of and to vote at the Annual General Meeting. For instructions on voting, please refer to the instructions on the Notice Regarding the Availability of Proxy Materials you received in the mail or, if you requested a hard copy of the Proxy Statement, on your enclosed proxy card.

 

 

PLEASE VOTE YOUR PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT. YOUR SHARES WILL BE VOTED WITH THE INSTRUCTIONS CONTAINED IN THE PROXY CARD. IF NO INSTRUCTION IS GIVEN, YOUR SHARES WILL BE VOTED CONSISTENT WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS CONTAINED IN THE PROXY STATEMENT.

 

By Order of the Board of Directors,

 

Lorraine Dean

Secretary

VALIDUS HOLDINGS, LTD.

 

 

PROXY STATEMENT

FOR THE

ANNUAL GENERAL MEETING OF HOLDERS OF COMMON SHARES

TO BE HELD ON MAY 4, 2011

 

 

The accompanying proxy is solicited by the Board of Directors of Validus Holdings, Ltd. (the “Company”) to be voted at the Annual General Meeting of holders (the “Shareholders”) of the Company’s voting Common and Restricted Shares (the “Shares”) to be held on May 4, 2011 and any adjournments thereof. Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), the Company has elected to provide access to its proxy materials over the Internet. Accordingly, the Company is mailing a Notice Regarding the Availability of Proxy Materials (the “Notice”) to Shareholders. The Notice, the Proxy Statement, the Notice of Annual General Meeting and the proxy card are first being made available to Shareholders on or about March 23, 2011. The Company has made available with this Proxy Statement the Company’s Annual Report on Form 10-K (the “Annual Report to Shareholders”), although the Annual Report to Shareholders should not be deemed to be part of this Proxy Statement. All Shareholders will have the ability to access the proxy materials on a website referred to in the Notice. Shareholders may also request to receive a printed set of the proxy materials. In addition, Shareholders may specify how they would prefer to receive proxy materials in the future, including receiving proxy materials by e-mail or in hard copy format. Choosing to receive your future proxy materials by e-mail will save the Company the cost of printing and mailing documents to you and will also reduce the impact on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it. Additionally, if you elect to receive future proxy materials in hard copy form by mail, this election will remain in effect until you terminate it.

 

When such proxy is properly executed and returned, the Shares of the Company it represents will be voted at the Annual General Meeting on the following:

 

(1) the election of the three nominees for Class I Directors identified herein;

 

(2) the election of nominees for Designated Company Directors of certain of the Company’s non-U.S. Subsidiaries, as required by the Company’s bye-laws, identified herein;

 

(3) the approval, by a non-binding advisory vote, of the executive compensation payable to the Company’s named executive officers as described in the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis;

 

(4) the selection, by a non-binding advisory vote, of the frequency at which Shareholders of the Company will be asked to approve, by a non-binding advisory vote, the compensation paid by the Company to its named executive officers; and

 

(5) the approval of the selection of PricewaterhouseCoopers (the “Independent Auditor”), to act as the independent registered public accounting firm of the Company for the year ending December 31, 2011.

 

Any Shareholder giving a proxy has the power to revoke it prior to its exercise by giving notice of such revocation to the General Counsel of the Company in writing at Validus Holdings, Ltd., Suite 1790, 48 Par-la-Ville Road, Hamilton, HM 11, Bermuda, by attending and voting in person at the Annual General Meeting or by executing a subsequent proxy, provided that such action is taken in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or revocation before the votes are taken.

 

Shareholders of record as of the close of business on March 11, 2011 will be entitled to vote at the Annual General Meeting. As of March 11, 2011, there were 101,275,669 Shares outstanding. Of these, 85,826,602 are entitled to vote at the Annual General Meeting and 15,349,067 are non-voting Common Shares. Each Share entitles the holder of record thereof to one vote at the Annual General Meeting; however, if, and for so long as, the Shares of

a Shareholder, including any votes conferred by “controlled shares” (as defined below), would otherwise represent more than 9.09% of the aggregate voting power of all Shares entitled to vote on a matter, the votes conferred by such Shares will be reduced by whatever amount is necessary such that, after giving effect to any such reduction (and any other reductions in voting power required by our Amended and Restated Bye-laws (“Bye-laws”)), the votes conferred by such shares represent 9.09% of the aggregate voting power of all Shares entitled to vote on such matter. “Controlled shares” include, among other things, all shares that a person is deemed to own directly, indirectly or constructively (within the meaning of Section 958 of the Internal Revenue Code of 1986 or Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“the Exchange Act”)).

 

Other than the approval of the minutes of the 2010 Annual General Meeting, the Company knows of no specific matter to be brought before the Annual General Meeting that is not referred to in the Notice of Annual General Meeting. If any such matter comes before the Annual General Meeting, including any Shareholder proposal properly made, the proxy holders will vote proxies in accordance with their judgment.

 

The election of each nominee for Director requires the affirmative vote of a plurality of the votes cast at the Annual General Meeting. The election of each nominee for Designated Company Director and the approval of the selection of the Independent Auditor referred to in Item 5 above each require the affirmative vote of a majority of the votes cast on such proposal at the Annual General Meeting, provided there is a quorum (consisting of two or more Shareholders present in person and representing in person or by proxy in excess of fifty percent (50%) of the total issued voting Shares in the Company throughout the meeting). Abstentions and broker non-votes (i.e., shares held by a broker which are represented at the Annual General Meeting but with respect to which such broker does not have discretionary authority to vote on a particular proposal) will be counted for purposes of determining whether a quorum exists, but will not be considered present and voting with respect to the elections of nominees for Director or Designated Company Directors or other matters to be voted upon at the Annual General Meeting. Therefore, abstentions will have no effect on the outcome of the proposals presented at the Annual General Meeting.

 

Our principal executive offices are located at 29 Richmond Road, Pembroke HM08, Bermuda (telephone number: (441) 278-9000).

 

OWNERSHIP OF COMMON STOCK BY
MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

 

The following table sets forth information as of March 10, 2011 regarding the beneficial ownership of our common shares by:

 

 

The information provided in the table below with respect to each principal shareholder has been obtained from that shareholder.

 

 

 

 

 

 

BOARD OF DIRECTORS

 

The Company’s Bye-laws provide that the Board of Directors (sometimes referred to herein as the “Board”) shall consist of not less than nine nor more than 12 as determined by resolution of the Board, divided into three classes, designated “Class I,” “Class II” and “Class III,” with each class consisting as nearly as possible of one-third of the total number of Directors constituting the entire Board of Directors.

 

The term of office for each Director in Class I expires at the 2011 Annual General Meeting; the term of office for each Director in Class II expires at the 2012 Annual General Meeting; and the term of office for each Director in Class III expires at the 2013 Annual General Meeting of the Company. At each Annual General Meeting, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the Annual General Meeting to be held in the third year of their election. In 2010, there were 4 meetings of the Board. All incumbent Directors attended at least 75% of such meetings and of the meetings held by all committees of the Board of which they were a member. Messrs. Noonan, Fitzpatrick, Grayson, Levy, Reeth, Watson and Ms. Puri attended the 2010 Annual General Meeting. The Company expects all of the Directors to attend the 2011 Annual General Meeting.

 

Board Leadership Structure and Risk Oversight

 

Edward J. Noonan is the Chairman of the Board and the Company’s CEO. The Company believes that this unitary leadership structure provides, among other things, more effective leadership for a growth company. As such, the Company believes that under this structure the CEO is able to respond more quickly to market conditions. The importance of the ability to act swiftly and decisively is apparent in situations such as business development and the addition of business teams and talented professionals where decisions have to be made within a very short period of time. As the Company is still at a growth stage of life, unitary leadership helps to lower the costs of information transfer from the CEO to the Chairman and enhances swift decision making in such a dynamic environment. In addition to his broad experience as both an executive and Director/Chairman in the global insurance and reinsurance industries, the CEO also has specialized knowledge regarding the strategic challenges and opportunities facing the Company that is valuable to the Chairman’s job. The Company believes, therefore, that it is appropriate for the CEO, the person most familiar with these challenges and strategies, to lead discussions with the Board. In addition, the Company’s experienced outside and independent Board, many of whom represent some of the Company’s most significant shareholders, also acts as a counter-balance to any potential over influence that this unitary leadership structure might present.

 

In order to further counter-balance this leadership structure, in connection with each regularly scheduled meeting of the Board, the non-management Directors meet in executive session without any member of management in attendance. The Board considers annually the selection of a non-management Director to serve as presiding Director at executive sessions of non-management Directors. Mr. Greenberg is the non-management Director whom the Board has selected to preside over these sessions. In addition, the independent Directors meet as a group at least annually.

 

As noted below, the Board has established a separate risk committee that is responsible for, among other things, approving the Company’s risk management framework (the “Framework”), working with management to ensure ongoing, effective implementation of the Framework and reviewing the Company’s specific risk limits as defined in the Framework, including limits for underwriting, investment, operational, business and other risks. The Company’s Chief Risk Officer prepares a quarterly presentation for the risk committee and communicates with the chairman of the risk committee on an informal basis periodically throughout the year.

 

Independence Determination

 

The Board has adopted independence standards in accordance with the listing standards of the New York Stock Exchange (“NYSE”) and Rule 10A-3 promulgated under the Exchange Act to assist it in making determinations as to whether Directors have any material relationships with the Company for purposes of determining such Directors’ independence under the listing standards of the NYSE and Rule 10A-3 promulgated under the Exchange Act. These independence standards are attached as Appendix A to this Proxy Statement. In accordance with these standards, in February of 2011 the Board of Directors determined that eight of the nine directors (Matthew J. Grayson, Jeffrey W.

Greenberg, John J. Hendrickson, Sander M. Levy, Jean-Marie Nessi, Mandakini Puri, Alok Singh and Christopher E. Watson) are independent. In making such determination, the Board considered the matters described under “Certain Relationships and Related Party Transactions.”

 

Website Access to Corporate Governance Documents

 

Copies of the charters for the audit committee, the compensation committee, the corporate governance and nominating committee, the finance committee and the risk committee, as well as the Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics for Directors, Officers and Employees, which applies to all of the Company’s directors, officers and employees, and Code of Ethics for Senior Officers, which applies to the Company’s principal executive officer, principal accounting officer and other persons holding a comparable position, are available free of charge on the Company’s website at www.validusholdings.com or by writing to Investor Relations, Validus Holdings, Ltd., Suite 1790, 48 Par-la-Ville Road, Hamilton, HM 11, Bermuda. The Company will post on its website any amendment to or waiver under the Code of Business Conduct and Ethics for Directors, Officers and Employees or the Code of Ethics for Senior Officers granted to any of its Directors or executive officers that relates to any element of the code of ethics definition set forth in Item 406 of Regulation S-K of the Securities Act of 1933, as amended.

 

Board Committees

 

The Board has established an audit committee, a compensation committee, an executive committee, a finance committee, a corporate governance and nominating committee and a risk committee. Under the applicable requirements of the NYSE, each of the audit, compensation and corporate governance and nominating committees consists exclusively of members who qualify as independent directors.

 

The following table details the composition of our Board committees:

 

 

Audit Committee.   Our audit committee is currently composed of John J. Hendrickson, Jean-Marie Nessi and Christopher E. Watson and is chaired by Mr. Hendrickson. John Fitzpatrick resigned from the audit committee and the Board on March 22, 2011 and Christopher E. Watson joined the audit committee as of the same date. The audit committee assists the Board of Directors in its oversight of the integrity of our financial statements and our system of internal controls, the independent auditors’ qualifications, independence and performance, the performance of our internal audit function and our compliance with legal and regulatory requirements. The audit committee also prepares the report required to be included in our annual proxy statement. Each member of the audit committee is “independent” within the meaning of the rules of the NYSE. Mr. Hendrickson is an “audit committee financial expert” as defined by the SEC. The duties and responsibilities of the audit committee are set forth in the committee’s charter. The audit committee met 4 times during 2010. The audit committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act.

 

Compensation Committee.  Our compensation committee is composed of John J. Hendrickson, Sander M. Levy, Mandakini Puri, and Alok Singh, and is chaired by Mr. Levy. The compensation committee assists the Board in matters relating to compensation of our Chief Executive Officer, executive officers and other matters of non-executive officer compensation that are subject to Board approval. The compensation committee also prepares the report on executive officer compensation required to be included in the Company’s annual proxy statement, in

accordance with applicable rules and regulations. Each member of the compensation committee is “independent” within the meaning of the rules of the NYSE. The duties and responsibilities of the compensation committee are set forth in the committee’s charter. The compensation committee met 4 times during 2010.

 

The compensation committee has evaluated certain risks associated with the Company’s compensation policies and has concluded that the existing compensation policies align management with shareholders (i) through the direct relationship of the annual component of compensation to the Company’s financial performance and (ii) by providing an incentive for management to consider the consequences of decision making on the long-term value of the Company’s stock through long-term restricted shareholdings. Based on this evaluation, the compensation committee has affirmatively determined that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

 

In February 2010, the compensation committee engaged Towers Watson to review and make recommendations with respect to executive compensation. The fees paid during 2010 to Towers Watson for this service were $270,694. Total fees paid to affiliates of Towers Watson for brokerage and actuarial services during 2010 were $1,291,157. The decision to engage such affiliates was made by management and the Board did not specifically approve these engagements, nor did the Board have any role in selecting which insurance or reinsurance contracts would be underwritten and therefore, which broker would receive commissions from the Company.

 

Corporate Governance and Nominating Committee.  Our corporate governance and nominating committee is composed of Sander M. Levy, Jean-Marie Nessi and Mandakini Puri and is chaired by Mr. Nessi. Ms. Puri was appointed to the corporate governance and nominating committee on February 9, 2011. The corporate governance and nominating committee assists the Board in (1) identifying individuals qualified to become board members or members of the committees of the Board, and recommending individuals that the Board of Directors select as director nominees to be considered for election at the next annual general meeting of Shareholders or to fill vacancies; (2) developing and recommending to the Board appropriate corporate governance guidelines; and (3) overseeing the evaluation of the Board, management and the Board committees and taking a leadership role in shaping the Company’s corporate governance policies. Each member of the corporate governance and nominating committee is “independent” within the meaning of the rules of the NYSE. The duties and responsibilities of the corporate governance and nominating committee are set forth in the committee’s charter. The corporate governance and nominating committee met 4 times during 2010.

 

Identifying and Evaluating Nominees.  The corporate governance and nominating committee is responsible for reviewing with the Board, on an annual basis, the skills and characteristics appropriate for new Board members as well as an assessment of the skills and characteristics of the Board as a whole. While there is no formal policy with respect to diversity of board members, when seeking a new member or evaluating the current membership, the corporate governance and nominating committee works with the Board to determine the appropriate characteristics, skills and experiences for the Board as a whole and its individual members. Characteristics expected of all directors include independence, integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board. In evaluating the suitability of individual Board members, the corporate governance and nominating committee takes into account many factors, including a candidate’s experiences in and understanding of, the (re)insurance industry, corporate finance and investments as well as his or her business, educational and professional background. When the Board determines to seek a new member, whether to fill a vacancy or otherwise, the corporate governance and nominating committee may employ third-party search firms and will consider recommendations from Board members, management and others, including Shareholders.

 

Nominees Recommended by Shareholders.  The corporate governance and nominating committee will consider, for Director nominees, persons recommended by Shareholders, who may submit recommendations to the corporate governance and nominating committee in care of the General Counsel at Validus Holdings, Ltd., Suite 1790, 48 Par-la-Ville Road, Hamilton, HM 11, Bermuda. To be considered by the corporate governance and nominating committee, such recommendations must be accompanied by a description of the qualifications of the proposed candidate and a written statement from the proposed candidate to the effect that he or she is willing to be nominated and desires to serve if elected. Nominees for Director who are recommended by Shareholders to the

corporate governance and nominating committee will be evaluated in the same manner as any other nominee for Director.

 

Executive Committee.  Our executive committee is composed of Matthew J. Grayson, Jeffrey W. Greenberg, Edward J. Noonan and Mandakini Puri, and is chaired by Ms. Puri. The duties and responsibilities of the executive committee are set forth in the committee’s charter. The executive committee exercises the power and authority of the Board when the entire Board is not available to meet. In furtherance of these purposes, the committee provides guidance and advice, as requested, to the Chairman of the Board and the Chief Executive Officer regarding business strategy and long range business planning. The executive committee did not meet during 2010.

 

Finance Committee.  Our finance committee is composed of Matthew J. Grayson, Sander M. Levy, Edward J. Noonan and Alok Singh, and is chaired by Mr. Grayson. The duties and responsibilities of the finance committee are set forth in the committee’s charter. The finance committee oversees the finance function of the Company, including the investment of funds and financing facilities. In furtherance of this purpose, the committee approves the appointment of the Company’s investment managers, evaluates their performance and fees, and approves the investment policies and guidelines established by the Company. In addition, the committee approves the Company’s strategic asset allocation plan, reviews the adequacy of existing financing facilities, monitors compliance with debt facility covenants and monitors the status of rating agency evaluations and discussions. The finance committee met 4 times during 2010.

 

Risk Committee.  Our risk committee is composed of Matthew J. Grayson, John J. Hendrickson, Sander M. Levy, Jean-Marie Nessi, Edward J. Noonan and Christopher E. Watson and is chaired by Mr. Watson. The duties and responsibilities of the risk committee are set forth in the committee’s charter. The risk committee also oversees the underwriting function of the Company, including all aspects of risk and (re)insurance. The risk committee met 4 times during 2010.

 

Communications with Members of the Board of Directors

 

Shareholders and other interested parties may communicate directly with one or more Directors (including any presiding director or all non-management Directors as a group) by mail in care of the Company’s Corporate Secretary, at Validus Holdings, Ltd., Suite 1790, 48 Par-la-Ville Road, Hamilton, HM 11, Bermuda and specifying the intended recipient(s). All such communications will be forwarded to the appropriate Director(s) for review, other than unsolicited commercial solicitations or communications.

 

DIRECTOR COMPENSATION

 

Director Summary Compensation Table

 

The following table sets forth the compensation paid by the Company to Directors for services rendered in the fiscal year ended December 31, 2010:

 

 

 

 

Cash Compensation Paid to Non-Employee, Non-Sponsor Related Directors

 

During the year ended December 31, 2010, Messrs. Fitzpatrick, Hendrickson and Nessi and Ms. Puri, our non-employee, non-sponsor-related Directors each received an annual retainer of $70,000 for serving as a Director and $2,500 for each Board meeting that such Director attended. In addition, our non-employee, non-sponsor-related Directors each received a fee of $2,000 for each committee meeting that they attended other than those committees on which such Director served as Chairman. Mr. Hendrickson received an additional annual retainer fee of $50,000 for chairing the audit committee and Mr. Nessi received an additional annual retainer of $10,000 for chairing the corporate governance and nominating committee. Pursuant to our Director Stock Compensation Plan, Directors are able to elect to receive their annual retainers in the form of our common shares or to defer their annual retainers into share units (other than in the case where such a deferral would be subject to U.S. income tax). In addition, we reimburse each of our Directors for all reasonable expenses in connection with the attendance of meetings of our Board of Directors and any committees thereof.

 

Equity Based Compensation Paid to Non-Employee Directors

 

We have a Director Stock Compensation Plan. Our Director Stock Compensation Plan is designed to attract, retain and motivate members and potential members of our Board of Directors. Under this plan, each Director may make an election in writing on or prior to each December 31 to receive his or her annual retainer fees payable in the

following plan year in the form of shares instead of cash. The number of shares distributed in case of election under the plan is equal to the amount of the annual retainer fee otherwise payable on such payment date divided by 100% of the fair market value of a share on such payment date.

 

This plan further provides that a Director who has elected to receive shares pursuant to the above may make an irrevocable election on or before the December 31 immediately preceding the beginning of a plan year to defer delivery of all or a designated percentage of the shares otherwise payable as his or her annual retainer for service as a Director for the plan year, provided that such deferral is not subject to U.S. income tax. All shares that a Director elects to defer will be credited in the form of share units to a bookkeeping account maintained by the Company in the name of the Director. Each such unit will represent the right to receive one share at the time determined pursuant to the terms of the plan.

 

Compensation Committee Interlocks and Insider Participation

 

Our compensation committee is composed of John J. Hendrickson, Sander M. Levy, Mandakini Puri and Alok Singh. Sumit Rajpal was a member of the compensation committee until his resignation from the Board on February 7, 2011. Entities affiliated with Messrs. Hendrickson, Levy, Rajpal and Singh acquired common shares at the time of our formation and are parties to our shareholder agreement described below.

 

Shareholders’ Agreement and Related Provisions

 

Certain of our shareholders who acquired our common shares prior to the date of our initial public offering (“Existing Shareholders”) and we have entered into a shareholders’ agreement dated as of December 12, 2005 that governs certain relationships among, and contains certain rights and obligations of, such Existing Shareholders.

 

In connection with any future public offerings of common shares by us, the shareholders’ agreement grants those Existing Shareholders certain rights to participate in registered offerings by us of our common shares, including “demand” and “piggyback” registration rights. The shareholders’ agreement defines Aquiline Capital Partners, LLC (together with its related companies “Aquiline”), Goldman Sachs Capital Partners, Vestar Capital Partners, New Mountain Capital and Merrill Lynch Global Private Equity as “Sponsors.” So long as a Sponsor continues to beneficially hold at least 1/3 of its original common shares, a Sponsor is deemed to be a “Qualified Sponsor.” The shareholders’ agreement permits Qualified Sponsors to make up to four demand registrations.

 

These demand and piggyback registration rights are subject to limitations as to the maximum number of shares that may be registered if the managing underwriter in such an offering advises that the number of shares offered should be limited due to market conditions or otherwise. We are required to pay all expenses incurred in connection with demand and piggyback registrations, excluding, in the case of demand registrations, underwriting discounts and commissions.

 

Each of Goldman Sachs Capital Partners and Merrill Lynch Global Private Equity are entitled to require pursuant to the shareholders’ agreement that the Company appoint each of Goldman Sachs and Merrill Lynch to act as a lead managing underwriter for certain demand registrations; provided that each of Goldman Sachs and Merrill Lynch individually are recognized at the time as a leading underwriter for such securities and affiliates of Goldman Sachs and Merrill Lynch are Qualified Sponsors at such time and the terms offered are market terms.

 

Additionally, the shareholders’ agreement provides that Existing Shareholders as well as affiliates, directors, officers, employees and agents of Existing Shareholders are permitted to engage in activities or businesses that are competitive with us. This section of the shareholders’ agreement also specifically releases Existing Shareholders from any obligation to refer business opportunities to the Company and establishes that no Existing Shareholder has any fiduciary duty to the Company.

 

Relationships with Our Founder and Sponsoring Investors and Their Related Parties

 

On December 8, 2005, Validus Reinsurance, Ltd. (“Validus Re”) entered into an agreement with Goldman Sachs Asset Management and its affiliates (“GSAM”) under which GSAM was appointed as an investment manager for part of Validus Re’s investment portfolio. Investment management fees earned by GSAM for year ended

December 31, 2010 were $1,728,000. Sumit Rajpal, who served as a Director of the Company until February 7, 2011, serves as a managing director of Goldman, Sachs & Co.

 

Pursuant to reinsurance agreements with Syndicate 4020 at Lloyd’s, a syndicate managed by Ark Syndicate Management Limited, a subsidiary of Group Ark Insurance Holdings Ltd. (“Group Ark”), the Company has recognized reinsurance premiums ceded of $737,853 for the year ended December 31, 2010. In addition, pursuant to reinsurance agreements with a subsidiary of Group Ark, the Company recognized gross premiums written during the year ended December 31, 2010 of $2,238,778. The contract terms were negotiated on an arms-length basis. Aquiline and its affiliates own a majority of the ordinary shares of, and Messrs. Greenberg and Watson serve as directors of, Group Ark.

 

Aquiline is also a shareholder of Tiger Risk. Pursuant to certain reinsurance contracts, the Company recognized brokerage expenses paid to Tiger Risk of $1,461,238 during the year ended December 31, 2010. Mr. Watson serves as a director of Tiger Risk.

 

In November of 2009, the Company entered into an Investment Management Agreement with Conning, Inc. (“Conning”) to manage a portion of the Company’s investment portfolio. Conning is wholly owned by Aquiline. Messrs. Hendrickson and Greenberg serve as directors of Conning Holdings Corp., the parent company of Conning and Michael Carpenter, the chairman of Talbot Holdings, Ltd. serves as a director of a subsidiary of Conning Holdings Corp. Investment management fees of $379,348 were incurred under this agreement during the year ended December 31, 2010.

 

EXECUTIVE COMPENSATION

 

Compensation Discussion and Analysis

 

Our compensation program is designed to motivate executives to maximize the creation of shareholder value, therefore aligning, as much as possible, our named executive officers’ rewards with our shareholders’ interests. Our compensation program is composed of three principal components:

 

 

Our compensation plans are intended to offer opportunities that are competitive with our peer group and consistent with the Company’s relative performance over time. In addition, we want our rewards to accommodate the risk and cyclicality of our business. At the time the Company negotiated its employment agreements with the named executive officers, the Company undertook to implement a performance based compensation strategy. To that end, the Company’s compensation package includes a fixed component consisting of salary and benefits and two variable components consisting of annual incentive compensation and long-term incentive compensation. To better implement this strategy, a greater emphasis is placed on the variable elements that relate to performance and less of an emphasis is placed on the fixed elements of compensation that do not.

 

Our Chief Executive Officer makes recommendations to the Compensation Committee with respect to the compensation of our named executive officers other than himself. Our Compensation Committee reviews and, if appropriate, approves the compensation recommendation made for each of our named executive officers and determines the compensation for our Chief Executive Officer. In 2010, the annual incentive compensation for each of our named executive officers was primarily based on the results of the segment in which their respective services were rendered, Validus Re, Talbot or Corporate. The compensation of the named executive officers is set forth in the Summary Compensation Table below and their employment agreements are described under “Employment Agreements.”

 

The Compensation Committee designs the Company’s compensation plans to be competitive with its peers in order to attract and retain talented individuals. The Compensation Committee and the Board regularly perform a review of the Company’s compensation practices relative to the Company’s peer group. In addition, the Compensation Committee has in the past engaged consultants to provide market data and to assist it in determining appropriate types and levels of compensation. In February 2010, the Compensation Committee engaged Towers Watson to review and make recommendations with respect to executive compensation. In connection with this review, the Compensation Committee reviewed peer group information provided by Towers Watson regarding base salary, annual incentive targets and equity awards offered by our peer group and compared this to what was provided for in the employment agreements of the named executive officers and, other than with respect to the form of long-term incentive equity awards (as further described below under “Variable Components of Compensation — Long-Term Incentive Compensation”), determined that the then current amounts were competitive. The Compensation Committee used this data as a factor it considered as part of its decision making process. The companies included in the Company’s 2010 peer group for this purpose were: Allied World Assurance Company Holdings, Ltd., Arch Capital Group Ltd., Argo Group International Holdings, Ltd., Aspen Insurance Holdings Limited, Axis Capital Holdings Limited, Endurance Specialty Holdings Ltd., Everest Re Group, Ltd., Flagstone Reinsurance Holdings Limited, Montpelier Re Holdings Ltd., PartnerRe Ltd., Platinum Underwriters Holdings, Ltd., RenaissanceRe Holdings Ltd., and Transatlantic Holdings, Inc.

 

Fixed Components of Compensation

 

Salary.  Our base salaries reflect each executive’s level of experience, responsibilities and expected future contributions to the success of the Company. The salaries of our named executive officers were set initially in their employment agreements, and are reviewed on an annual basis. The Company considers factors such as individual performance, cost of living, the competitive environment and existing cash compensation in determining whether

salary adjustments are warranted. There is no specific weighting applied to any one factor. Other than Mr. Consolino, whose base salary was increased from $540,000 to $650,000 in connection with his assuming the duties of the President, the base salaries of our named executive officers were not increased in 2010.

 

Benefits.  The Company seeks to provide benefit plans, such as medical coverage and life and disability insurance, in line with applicable market conditions. These health and welfare plans help ensure that the Company has a productive and focused workforce through reliable and competitive health and other benefits. The named executive officers are eligible for the same benefit plans provided to all other employees. Mr. Atkin also participates in Talbot’s pension plan.

 

The Company provides our named executive officers with other benefits that the Company and the Compensation Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain key employees. These benefits are specified in our named executive officers’ employment agreements. Many of these benefits relate to those executives who reside and/or work in Bermuda and are typical of such benefits provided to expatriates in Bermuda. Examples of these benefits for Bermuda-based expatriates include housing and housing gross up allowances, car and education allowances, club memberships, tax preparation services and home leave for executives and family for those executives working outside their home country. These benefits are described under “Summary Compensation Table” and “Employment Agreements” below.

 

Variable Components of Compensation

 

Annual Incentive Compensation.  The Company has an annual incentive compensation program in which employees of the Validus Re, Talbot and Corporate segments participate. The Company’s 2010 annual incentive program was based 80% on Company financial performance and 20% on the achievement of strategic objectives as evaluated by the Compensation Committee. The strategic objectives for 2010 varied by segment and included: (i) with respect to the Corporate Segment: (a) to return capital to shareholders and (b) to continue to grow the Company’s diluted book value per share plus dividends; and (ii) with respect to the Talbot and Validus Re segments: (a) to continue to focus on short-tail and specialty classes of business and (b) to continue to develop a robust enterprise risk management program to comply with corporate objectives and regulatory requirements. As more fully described below, the financial performance-based portion of our annual incentive pool for all participating employees, including our named executive officers, is generated based on financial guidelines for Validus Re, Talbot and Corporate segment employees approved by the Compensation Committee.

 

The target aggregate annual incentive bonus pool is determined through the aggregation of annual target bonuses for all of the employees eligible to receive an annual incentive award. Separate annual incentive pools based on cumulative employee target bonus amounts are established for each of our segments: Validus Re, Talbot and Corporate. For executive officers, target annual incentive bonuses are determined at the time that such executive officers enter into employment agreements and these employment agreements, including target annual incentive bonus amounts, are approved by the Compensation Committee. Factors considered by the Compensation Committee in approving executive target annual incentive bonus amounts at the time that the Compensation Committee approves executive employment agreements include experience, their perceived ability to contribute to growth in the Company’s profitability, compensation available to the executive elsewhere in a competitive labor market and the executive’s role within the Company. For employees other than executive officers, target annual incentive bonuses are set as a percentage of base salary, and can range from 15% to 150% of base salary. The aggregation of these amounts establishes the respective target bonus pools.

 

The Company’s current year annual budget, including the target annual incentive bonus pool, is presented to the Board at the February board of directors meeting. At this time, the Compensation Committee takes no specific action with respect to the target bonus pool within the current year budget, as the primary focus of the Committee is approving the aggregate annual incentive pools for the prior calendar year as described below. After full year results of operations are known for the Company, at the February board of directors meeting following the end of each calendar year, the Compensation Committee approves specific aggregate annual incentive pool amounts to be paid for the most recently completed calendar year. These amounts are determined using the financial scale established at the previous May board of directors meeting (as more fully described below) to evaluate the Company’s actual

results, including underwriting income (net premiums earned less losses and loss expenses, acquisition costs and general expenses), combined ratio, net operating income, consolidated operating return on average equity and growth in diluted book value per share plus dividends against the most recently completed year’s budget as approved by the Board. After considering the Company’s performance relative to budget, management recommends to the Compensation Committee annual incentive pools which can range from a 20% minimum to a 150% maximum of the target annual incentive pool based solely on the percentage achievement of budget as measured on the financial scale. For example, a hypothetical 85% scaled achievement of budget would result in a management recommendation to the Compensation Committee that the annual incentive pool be set at up to 85% of the target annual incentive pool. In this hypothetical example, the Compensation Committee would consider approving a total aggregate annual incentive bonus pool of up to 85% of the target annual incentive bonus pool, made up of 68% (equal to 80% of 85%) based on financial performance and up to 17% (equal to 20% of 85%) based on assessment of performance against strategic objectives.

 

The Company’s Chief Executive Officer then presents to the Compensation Committee a schedule of recommendations for actual bonuses to be paid for executive officers that report to the Chief Executive Officer. In preparing these recommendations, the Chief Executive Officer considers: (i) each individual’s contribution to the success and growth of his or her department and/or the Company as a whole; and (ii) a subjective assessment of the individual’s contributions to the Company’s goals, as determined following the end of the calendar year by the Chief Executive Officer. For executive officers, the recommendation made by the Chief Executive Officer can range from 0% to 150% of the executive’s target annual incentive bonus. While a named executive officer’s target annual incentive percentage is used as a guide, the Chief Executive Officer has the latitude to recommend (for the other named executive officers) and the Compensation Committee has the authority to re-deploy, annual incentive awards by individual based on the views of our Chief Executive Officer and the Compensation Committee of the individual’s contribution to the success of the Company. The target annual incentive for each of Messrs. Noonan, Consolino, Mercer and Ward is 150% of base salary, as specified in each named executive officer’s employment agreement. For other employees, the recommendation is based on discussions between the Chief Executive Officer and the executive officer managing the applicable employee’s department. In each case, the actual percentage funding of the annual incentive bonus pool is an important element of the bonus to be paid.

 

At the May Board of Directors meeting, the Compensation Committee considers and establishes a financial scale which is used to determine the amount of funding for the then current year annual incentive bonus pool for bonus determinations to be made following the end of that calendar year based on the target annual incentive bonus pool, the Company’s budget and actual results. The financial scale is derived using a hypothetical range of the loss and loss expense, which is the most variable item in the Company’s performance. The financial scale is then used to determine the amount of funding for the annual incentive bonus pool. The resulting funding for the annual incentive pool is further subdivided into two components — an 80% portion based on financial performance and a 20% portion based on achievement of strategic objectives as determined retrospectively by the Compensation Committee. For the 2010 performance year, the primary financial guidelines were underwriting income (defined as net premiums earned less loss and loss expenses, policy acquisition costs and general and administrative expenses excluding target annual incentive accrual and share-based compensation expense), combined ratio, net operating income, consolidated operating return on average equity and growth in diluted book value per share plus dividends. The Compensation Committee reviews the financial guidelines during each year in light of market developments (for example, acquisitions, catastrophes and competitive pricing environment). We expect that the relative weighting of these guidelines will vary depending on market developments. The Compensation Committee has substantial flexibility to adjust the annual incentive compensation program to reflect unforeseen factors.

In February 2010, the Board approved a budget as follows:

 

($ in 000s)

 

 

The Company’s actual results for 2010 were as follows:

 

 

The Company’s underwriting income for the year ended December 31, 2010 was $242.4 million compared to $450.2 million for the year ended December 31, 2009, a decrease of $207.8 million or 46.2%, due primarily to increased notable less events.

 

The Company’s combined ratio for the year ended December 31, 2010 was 86.2%, compared to a combined ratio of 68.9% for the year ended December 31, 2009.

 

The Company’s net operating income for the year ended December 31, 2010 was $322.8 million compared to net operating income of $533.3 million for the year ended December 31, 2009, a decrease of $210.5 million, or 39.5%, primarily due to a decrease in the gain on bargain purchase, net of expenses of $287.1 million relating to the acquisition of IPC Holdings, Ltd. as well as decreased underwriting income as noted above.

 

Operating return on average equity was 8.6% for the year ended December 31, 2010 as compared to 18.9% for the year ended December 31, 2009. The decrease in operating return on average equity was driven primarily by a decrease in underwriting income.

 

Diluted book value per share at December 31, 2010 was $32.98, as compared to $29.68 at December 31, 2009. During the year ended December 31, 2010, shareholders’ equity decreased by $526.3 million, as share repurchases by the Company exceeded net income during the year. However, common shares outstanding decreased from 128.5 million to 98.0 million as a result of the Company’s share repurchase activity. The repurchase of a substantial portion of the Company’s shares outstanding at a price lower than diluted book value per share had the effect of increasing diluted book value per share. After adjustment to reflect the $0.88 per share in dividends paid by the Company in 2010, diluted book value per share plus accumulated dividends rose by $4.18 during the year or 14.1%.

 

Annual incentive awards are made once the financial results for the year are available. With the exception of certain awards made in 2010 for the 2009 fiscal year, awards earned in excess of a named executive officer’s target annual incentive, if any, are paid in the form of restricted shares that will vest equally over three years (331/3% each year) to the extent that the Compensation Committee approves such grants. As a result, the income statement effect of this portion of the annual incentive compensation will be recognized over the succeeding three year period in accordance with ASC718, rather than being reflected as an expense in the year in which such award was granted. In 2010, for service in 2009, Messrs. Noonan, Consolino, Atkin, Mercer, Ward and Reeth each received 52,881, 41,082, 24,933, 15,391, 28,897 and 27,516 shares of restricted stock, respectively, for amounts awarded in excess of such officers’ target annual incentive. Awards paid in excess of a named executive officer’s target may, at the discretion of the Chief Executive Officer and the Compensation Committee, also be based on exceptional performance by the executive, based on review of the executive’s achievements during the year, including strategic, financial and general performance considerations, without regard to the size of the pool and are typically paid in the

form of restricted stock. Annual incentive awards payable to employees of the Talbot segment are payable 100% in cash, with one-half of the amount payable in the year in which the award is granted and the other half payable the following year, subject to continued employment with the Company.

 

For the year ended December 31, 2010, the Compensation Committee considered the Company’s financial results and strategic objectives described above and determined that: (i) the Validus Re segment did not achieve its budgeted financial guidelines but satisfactorily achieved its strategic objectives; (ii) the Talbot segment exceeded its budgeted financial guidelines but failed to fully achieve certain of its strategic objectives; and (iii) the consolidated results of the Company did not achieve the budgeted financial guidelines but the Corporate segment exceeded expectations with respect to the achievement of its strategic objectives. In making this determination, the Compensation Committee considered each segment’s strategic objectives as well as the Company’s and the respective segments’ financial performance relative to budget. As a result, the annual incentive pools were set at 64.2% of the target annual incentive pool for the Validus Re segment, at 80.0% of target for the Corporate segment and at 135.6% of target for the Talbot segment; provided, however, that the Compensation Committee retained the discretion to reduce the 50% deferred portion of the Talbot segment annual incentive award by 20% subject to the completion of certain of its 2010 strategic objectives. The Compensation Committee determined that these results merited incentive compensation at 80% of target for Mr. Noonan and, based on Mr. Noonan’s recommendations to the Compensation Committee, at 80% of target for Messrs. Consolino and Mercer and at 70.1% of target for Mr. Ward. For 2010, Mr. Atkin was entitled to 10% of the Talbot annual incentive pool. This amount is payable 100% in cash, with 50% of the amount payable in one year subject to continued employment and 20% of the deferred amount subject to the completion of certain 2010 strategic objectives as noted above. The actual annual incentive awarded to each of our named executive officers for service in 2010 is set forth under “Summary Compensation Table.”

 

Long-Term Incentive Compensation.  The goal of our long-term incentive plan is to align the interests of our executives and shareholders and to attract talented personnel. At the time the Company first negotiated employment agreements with, Messrs. Noonan, Consolino, Mercer and Ward, they were each awarded various levels of restricted share and stock option grants. Since that time, each of our named executive officers has received various awards of restricted stock. Mr. Atkin also received an initial equity award in connection with his employment agreement and also received shares of the Company at the time of the acquisition of Talbot as partial consideration for his Talbot stock. The shares received as partial consideration are being treated as compensation for financial reporting purposes because the shares are subject to forfeiture for a period of time. All of the aforementioned grants and their terms are described under “Grants of Plan-Based Awards Table for the Fiscal Year Ended December 31, 2010” and “Restricted Share and Option Agreements” below.

 

After reviewing the results of the Towers Watson study referred to above, the Compensation Committee determined that including performance shares as two-thirds of the long-term incentive compensation grants would most closely align the named executive officers’ long-term incentive compensation with results generated for Shareholders. In considering the appropriate financial metric for these awards, the Compensation Committee determined that growth in diluted book value per share (“DBVPS”) plus dividends was the most appropriate measure of increase in long-term shareholder value. As a result, on November 3, 2010 the Compensation Committee awarded each of the named executive officers long-term incentive awards in the amounts set forth below:

 

 

 

 

Each time vested restricted share award vests ratably over a three year period beginning on June 1, 2011.

Each performance share award represents the right to receive, on the terms and conditions set forth in the award agreement evidencing the award, a specified number of common shares of the Company, par value $0.175 per share. Each performance share award shall vest on June 1, 2013 only to the extent that the Company’s Dividend Adjusted Performance Period End Diluted Book Value per Share (“DADBVPS”) increases during the performance period in the percentage amounts described below and certain service requirements are maintained. The grant date DBVPS for these awards is equal to $29.68 and the Performance Period End DADBVPS will be the Company’s DADBVPS at December 31, 2012. No performance shares will become eligible for vesting if, at the end of the performance period, the Company’s three-year compounded growth in DADBVPS is 7% or less. If, at the end of the performance period, the Company’s three-year compounded growth in DADBVPS is between 7% and 12%, then 10% to 100% of the performance shares will be eligible for vesting, scaled such that each 50 bps increase in growth results in a 10% increase in vesting; provided, however, that the Compensation Committee has the discretion to allow 25% of the performance shares to vest in the event that the Company’s growth in DADBVPS is 8% or less. If, at the end of the performance period, the Company’s three-year compounded growth in DADBVPS is between 12% and 18%, then 100% to 175% of the performance shares will be eligible for vesting, scaled such that each 50 bps increase in growth results in a 6.25% increase in vesting. The value of these awards to each named executive officer is set forth in the “Summary Compensation Table” below. In making these awards and setting the terms thereof, the Compensation Committee considered target annual grants as determined by the 2010 compensation study described above.

 

In the future, the Compensation Committee may make annual equity grants to our named executive officers, with an objective of the value of each award being between 50-150% of base salary.

 

REPORT OF THE COMPENSATION COMMITTEE ON THE
COMPENSATION DISCUSSION AND ANALYSIS

 

The Compensation Committee reviewed and discussed the “Compensation Discussion and Analysis” section included in this proxy statement with management. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” section be included in this proxy statement for filing with the SEC.

 

Compensation Committee

Sander M. Levy (Chairman)

John J. Hendrickson

Mandakini Puri

Alok Singh

 

SUMMARY COMPENSATION TABLE

 

The following table sets forth for the fiscal years ended December 31, 2010, 2009 and 2008 the compensation of our Chief Executive Officer, Chief Financial Officer and our next four most highly compensated executive officers:

 

 

 

 

 

Grants of Plan-Based Awards Table for the Fiscal Year Ended December 31, 2010:

 

 

 

 

Narrative Description of Summary Compensation Table and Grants of Plan-Based Awards

 

2005 Long-Term Incentive Plan

 

Our 2005 Amended and Restated Long-Term Incentive Plan provides for the grant to our employees, consultants and directors of stock options, share appreciation rights (“SARs”), restricted shares, restricted share units, performance shares, performance share units, dividend equivalents, and other share-based awards. Subject to anti-dilution adjustments in the event of certain changes in the Company’s capital structure, the number of common shares that have been reserved for issuance under the plan is equal to 13,126,896. Of the common shares reserved for issuance, no more than 8,571,428 may be issued as incentive stock options. To date, only nonqualified stock options, restricted shares, restricted share units and performance shares have been issued under the plan.

 

The plan is administered by the Compensation Committee of the Board of Directors (the “Committee”). The Committee determines which employees, consultants and directors receive awards, the types of awards to be received and the terms and conditions thereof, including the vesting and exercisability provisions of the awards. However, the exercise price of stock options and SARs may not be less than the fair market value of the shares subject thereto on the date of grant, and their term may not be longer than ten years from the date of grant. Payment with respect to SARs may be made in cash or common shares, as determined by the Committee.

 

Awards of restricted shares will be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose. Except as otherwise determined by the Committee, participants granted restricted shares will have all of the rights of a stockholder, including the right to vote restricted shares and receive cumulative dividends thereon upon vesting. A restricted share unit will entitle the holder thereof to receive common shares or cash at the end of a specified deferral period. Restricted share units will also be subject to such restrictions as the Committee may impose. Performance shares and performance units will provide for future issuance of shares or payment of cash, respectively, to the participant upon the attainment of performance goals established by the Committee over specified performance periods. Except as otherwise determined by the Committee or otherwise provided in an applicable award agreement, all unvested awards will be forfeited upon termination of service.

 

The plan may be amended, suspended or terminated by the Board of Directors at any time. However, any amendment for which shareholder approval is required under the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted will not be effective until such shareholder approval has been obtained. In addition, no amendment, suspension, or termination of the plan may materially and adversely affect the rights of a participant under any outstanding award without the consent of the affected participant.

 

Under the plan and the applicable award agreements, certain provisions apply in case of termination and change in control as described below under “Potential Payments in Case of Termination or Change in Control — Restricted Share and Option Agreements.” Under the plan, change in control means consummation of (i) a sale of all or substantially all of the consolidated assets of the Company and its subsidiaries to a person who is not either a member of, or an affiliate of a member of, the Initial Investor Group (as defined below); or (ii) a sale by the Company, one or more members of the Initial Investor Group or any of their respective affiliates resulting in more than 50% of the voting stock of the Company (“Voting Shares”) being held by a person or group (as such terms are used in the Exchange Act) that does not include any member of the Initial Investor Group or any of their respective affiliates; or (iii) a merger or consolidation of the Company into another person as a result of which a person or group acquires more than 50% of the Voting Shares of the Company that does not include any member of, or an affiliate of a member of, the Initial Investor Group; provided, however, that a change in control shall occur if and only if after any such event listed in (i)-(iii) above, the Initial Investor Group is unable to elect a majority of the board of directors (or other governing body equivalent thereto) of the entity that purchased the assets in the case of an event described in (i) above, the Company in the case of an event described in (ii) above, or the resulting entity in the case of an event described in (iii) above, as the case may be. The “Initial Investor Group” shall mean (i) Aquiline Financial Services Fund L.P., and (ii) the other Investors under subscription agreements with the Company dated December 9, 2005.

Employment Agreements

 

We have employment agreements with our named executive officers, as described below.

 

Edward J. Noonan.  We have entered into an employment agreement with Edward Noonan to serve as our Chairman and Chief Executive Officer. The employment agreement provides for (i) a specified annual base salary of not less than $950,000 and is subject to annual review and may be increased by the Compensation Committee, (ii) an annual bonus as determined by the Compensation Committee with annual target bonus equal to 150% of his base salary, (iii) reimbursement for reasonable expenses for non-business travel to and from Bermuda for Mr. Noonan, (iv) while Mr. Noonan’s place of work is Bermuda, a housing allowance paid on an after-tax basis of $22,000 per month, and an automobile allowance of $900 per month, (v) the right to participate in such other employee or fringe benefit programs for senior executives as are in effect from time to time, (vi) a stock option and restricted stock grant and (vii) initiation fees and annual dues for membership in two clubs in Bermuda. Mr. Noonan has agreed to certain confidentiality, non-competition and non-solicitation provisions.

 

The employment agreement also provides for indemnification of Mr. Noonan by us to the maximum extent permitted by applicable law and our charter documents.

 

Joseph E. (Jeff) Consolino.  We have entered into an employment agreement with Jeff Consolino to serve as our President and Chief Financial Officer. The employment agreement provides for (i) a specified annual base salary of not less than $650,000 and is subject to annual review and may be increased by the Compensation Committee, (ii) an annual bonus as determined by the Compensation Committee with annual target bonus equal to 150% of his base salary, (iii) reimbursement for expenses for non-business travel to and from Bermuda for Mr. Consolino and his family in an annual amount not to exceed $25,000, (iv) while Mr. Consolino’s place of work is Bermuda, a housing allowance paid on an after-tax basis of $20,000 per month, and an automobile allowance of $900 per month, (v) reimbursement for tuition expenses incurred by Mr. Consolino for his children who are attending school in Bermuda, (vi) the right to participate in such other employee or fringe benefit programs for senior executives as are in effect from time to time, and (vii) initiation fees and annual dues for membership in two clubs in Bermuda. Mr. Consolino has agreed to certain confidentiality and non-solicitation provisions.

 

The employment agreement also provides for indemnification of Mr. Consolino by us to the maximum extent permitted by applicable law and our charter documents.

 

C.N. Rupert Atkin.  We have entered into an employment agreement with Charles Neville Rupert Atkin, who is serving as Chief Executive Officer of the Talbot Group. The employment agreement provides for (i) a specified annual base salary of £260,000 which is subject to annual review and may be increased, (ii) discretionary bonus at the sole discretion of the board of directors of the Company, however, the portion of Mr. Atkin’s bonus for 2006 (payable in April 2008) and 2007 was calculated and payable in accordance with the existing Talbot Group Staff Profit Share Plan, (iii) a restricted share grant, (iv) defined contribution pension benefits, (v) medical and life insurance benefits and (vi) reimbursement for travel and other business expenses. Mr. Atkin has agreed to certain confidentiality, non-competition and non-solicitation provisions.

 

Stuart W. Mercer.  We have entered into an employment agreement with Stuart Mercer to serve as our Executive Vice President. The employment agreement provides for (i) a specified annual base salary of not less than $500,000 and is subject to annual review and may be increased by the Compensation Committee, (ii) an annual bonus as determined by the Compensation Committee with annual target bonus equal to 150% of his base salary, (iii) reimbursement for expenses for non-business travel to and from Bermuda for Mr. Mercer and his family in accordance with the Company’s policies and procedures for such family trips as in effect from time to time, (iv) while Mr. Mercer’s place of work is Bermuda, a housing allowance paid on an after-tax basis of $18,000 per month, and an automobile allowance of $900 per month, (v) the right to participate in such other employee or fringe benefit programs for senior executives as are in effect from time to time, (vi) a stock option and restricted stock grant, and (vii) initiation fees and annual dues for membership in two clubs in Bermuda. Mr. Mercer has agreed to certain confidentiality, non-competition and non-solicitation provisions.

 

The employment agreement also provides for indemnification of Mr. Mercer by us to the maximum extent permitted by applicable law and our charter documents.

Conan M. Ward.  We have entered into an employment agreement with Conan M. Ward to serve as Executive Vice President of Validus Holdings, Ltd. and Chief Executive Officer of Validus Re. The employment agreement provides for (i) a specified annual base salary of not less than $600,000 and is subject to annual review and may be increased by the Compensation Committee, (ii) an annual bonus as determined by the Compensation Committee with annual target bonus equal to 150% of his base salary, (iii) reimbursement for expenses for non-business travel to and from Bermuda for Mr. Ward and his family in an annual amount not to exceed $25,000, (iv) while Mr. Ward’s place of work is Bermuda, a housing allowance of $18,000 per month, and an automobile allowance of $900 per month, (v) the right to participate in such other employee or fringe benefit programs for senior executives as are in effect from time to time, (vi) initiation fees and annual dues for membership in two clubs in Bermuda and (vii) reimbursement for tuition expenses incurred by Mr. Ward for his children who are attending school in Bermuda. Amounts payable under the forgoing clauses (iii), (iv), (vi) and (vii) to be paid on an after-tax basis. Mr. Ward has agreed to certain confidentiality, non-competition and non-solicitation provisions.

 

The employment agreement also provides for indemnification of Mr. Ward by us to the maximum extent permitted by applicable law and our charter documents.

 

George P. Reeth.  On October 20, 2010, the Company entered into a retirement and advisory agreement (the “Retirement Agreement”) with Mr. Reeth setting forth the terms of his retirement from the Company. Under the terms of the Retirement Agreement, Mr. Reeth retired as an officer and director of the Company and all of its affiliated entities on November 15, 2010 and will serve as special advisor to the Board of Directors of the Company until November 15, 2011 (the “Advisory Period”). The term of the Advisory Period may be extended by mutual agreement and is subject to early termination under certain circumstances. During the Advisory Period, Mr. Reeth will continue to receive his current base salary, certain other employee benefits (including, medical, life and disability benefits and paid vacation) and reimbursement of expenses. Mr. Reeth was also entitled to receive a bonus for the 2010 performance year. In addition, any unvested long-term incentive awards granted to Mr. Reeth under the Validus Holdings, Ltd. 2005 Long-Term Incentive Plan will continue to vest as scheduled provided that Mr. Reeth complies with certain restrictive covenants set forth in the Retirement Agreement.

 

For the 18-month period following the Advisory Period, Mr. Reeth has agreed not to compete with the Company or to solicit any employees, customers, suppliers, clients, insureds, reinsureds or brokers of the Company. During this period, however, Mr. Reeth may engage in any business for any (re)insurance brokerage company. Mr. Reeth has also agreed to release the Company generally from any claims he may have against it upon the expiration of the Advisory Period. There are no provisions in the Advisory Agreement that provide for any payments upon termination or a change of control.

Outstanding Equity Awards at Fiscal Year End 2010

 

 

 

 

 

Option Exercises and Stock Vested

 

The following table summarizes information underlying each exercise of stock options and vesting of restricted shares for each named executive officer in 2010:

 

 

Pension Benefits

 

The Company does not maintain a defined benefit pension or retirement plan.

 

Nonqualified Supplemental Deferred Compensation Table for the Fiscal Year Ended December 31, 2010

 

 

 

 

The Nonqualified Supplemental Deferred Compensation Plan permits certain non-U.S. members of management and highly compensated employees selected by the Company to defer a portion of their salary and/or bonuses. The Company may, at its discretion, make additional contributions to the participant’s deferral account,

which will vest at the rate of 100% after two years of service (subject to full vesting at age 65, death or disability). The deferred amounts are invested in one or more of the available investment funds as selected by the participant. The participant may at any time change his or her selection of investment funds or make transfers from an investment fund to any of the other available investment funds. Vested deferred amounts, as adjusted for earnings and losses, are paid in a lump sum following retirement, death or other termination of employment. In-service withdrawals are not permitted.

 

The annual incentive plan effective in 2007 for Talbot employees, including Mr. Atkin, provides that one-half of the annual incentive compensation will be payable in one year, subject to continued employment and other conditions as determined by the compensation committee.

 

Potential Payments upon Termination or Change in Control

 

The following summaries set forth potential payments payable to our named executive officers upon termination of their employment or a change in control of the Company under their current employment agreements and our 2005 Amended and Restated Long-Term Incentive Plan.

 

Employment Agreements

 

The employment agreement of each named executive officers entitles him to benefits if the Company terminates his employment under a variety of circumstances, as described below.

 

Edward J. Noonan.  Mr. Noonan’s term of employment will continue until the Date of Termination, which is the first to occur of the following: (a) the 12-month anniversary of the Company providing notice of termination without cause to Mr. Noonan; (b) immediately upon the Company providing notice of termination for cause to Mr. Noonan; (c) the 12-month anniversary of Mr. Noonan’s providing notice of termination to the Company, whether with or without good reason; (d) the fifth day following the Company providing notice of termination to Mr. Noonan as a result of his permanent disability; or (e) the date of Mr. Noonan’s death.

 

The employment agreement provides that if it is terminated as a result of Mr. Noonan’s resignation or leaving of his employment, other than for good reason, he shall continue to: (a) receive base salary and benefits through the Date of Termination; (b) receive any unpaid bonus with respect to the year prior to the year in which the notice of termination is provided, payable at the times such bonuses are payable to other employees of the Company; and (c) receive reimbursement for all reimbursable expenses incurred by him prior to the Date of Termination. No shares of restricted stock or stock options granted to Mr. Noonan will vest on or following the date he provides notice of termination without good reason.

 

The employment agreement further provides that in the event of termination of Mr. Noonan’s employment by Mr. Noonan for good reason, by the Company with or without cause, as a result of Mr. Noonan’s permanent disability or upon his death, Mr. Noonan (or his estate, in the case of death) shall continue to: (a) receive base salary and benefits through the Date of Termination; (b) receive any unpaid bonus with respect to the year prior to the year in which the notice of termination is provided, payable at the times such bonuses are payable to other employees of the Company; (c) vest in any shares of restricted stock of the Company and any Company stock options granted to Mr. Noonan through the Date of Termination; (d) receive reimbursement for all reimbursable expenses incurred by Mr. Noonan prior to the Date of Termination; (e) in the event the employment period is terminated other than by the Company with cause, receive a bonus for the year notice of termination is given, prorated for the number of full or partial months during which Mr. Noonan provided services to the Company, payable at the time such bonus is payable to other employees of the Company; and (f) in the event the employment period is terminated either by Mr. Noonan for good reason or by the Company without cause and the Company does not elect that Mr. Noonan perform no duties under the agreement after notice of termination, receive an amount equal to a full year bonus (calculated at the target level) for the year prior to the year of termination, payable on the Date of Termination.

 

Joseph E. (Jeff) Consolino.  Mr. Consolino’s term of employment will continue until the Date of Termination, which is the first to occur of the following: (a) the 12-month anniversary of the Company providing notice of termination without cause to Mr. Consolino; (b) immediately upon the Company providing notice of termination for cause to Mr. Consolino; (c) the 12-month anniversary of Mr. Consolino’s providing notice of termination to the

Company, whether with or without good reason; (d) the fifth day following the Company providing notice of termination to Mr. Consolino as a result of his permanent disability; or (e) the date of Mr. Consolino’s death.

 

The employment agreement provides that if it is terminated as a result of Mr. Consolino’s resignation or leaving of his employment, other than for good reason, he shall continue to: (a) receive base salary and benefits through the Date of Termination; and (b) receive reimbursement for all reimbursable expenses incurred by him prior to the Date of Termination. No shares of restricted stock or stock options granted to Mr. Consolino will vest on or following the date he provides notice of termination without good reason.

 

The employment agreement further provides that in the event of termination of Mr. Consolino’s employment by Mr. Consolino for good reason, by the Company with or without cause, as a result of Mr. Consolino’s permanent disability or upon his death, Mr. Consolino (or his estate, in the case of death) shall continue to: (a) receive base salary and benefits (i) in the case of termination by Mr. Consolino for good reason or by the Company with or without cause, through the Date of Termination, (ii) in the case of termination due to Mr. Consolino’s permanent disability or death, through the six-month anniversary of the Date of Termination; (b) vest in any shares of restricted stock of the Company and any Company stock options granted to Mr. Consolino through the Date of Termination; (c) receive reimbursement for all reimbursable expenses incurred by Mr. Consolino prior to the Date of Termination; (d) in the event the employment period is terminated other than by the Company with cause, receive a bonus for the year notice of termination is given, prorated for the number of full or partial months during which Mr. Consolino provided services to the Company, payable at the time such bonus is payable to other employees of the Company; and (e) in the event the employment period is terminated after more than two years from the start date other than by the Company for cause, receive reimbursement for all reasonable expenses incurred by him in relocating his and his family’s household items from Bermuda to the United States.

 

Stuart W. Mercer.  Mr. Mercer’s term of employment will continue until the Date of Termination, which is the first to occur of the following: (a) the 12-month anniversary of the Company providing notice of termination without cause to Mr. Mercer; (b) immediately upon the Company providing notice of termination for cause to Mr. Mercer; (c) the 12-month anniversary of Mr. Mercer’s providing notice of termination to the Company, whether with or without good reason; (d) the fifth day following the Company providing notice of termination to Mr. Mercer as a result of his permanent disability; or (e) the date of Mr. Mercer’s death.

 

The employment agreement provides that if it is terminated as a result of Mr. Mercer’s resignation or leaving of his employment, other than for good reason, he shall continue to: (a) receive base salary and benefits through the Date of Termination; and (b) receive reimbursement for all reimbursable expenses incurred by him prior to the Date of Termination. No shares of restricted stock or stock options granted to Mr. Mercer will vest on or following the date he provides notice of termination without good reason.

 

The employment agreement further provides that in the event of termination of Mr. Mercer’s employment by Mr. Mercer for good reason, by the Company with or without cause, as a result of Mr. Mercer’s permanent disability or upon his death, Mr. Mercer (or his estate, in the case of death) shall continue to: (a) receive base salary and benefits (i) in the case of termination by Mr. Mercer for good reason or by the Company with or without cause, through the Date of Termination, (ii) in the case of termination due to Mr. Mercer’s permanent disability or death, through the six-month anniversary of the Date of Termination; (b) vest in any shares of restricted stock of the Company and any Company stock options granted to Mr. Mercer through the Date of Termination; and (c) receive reimbursement for all reimbursable expenses incurred by Mr. Mercer prior to the Date of Termination.

 

Conan M. Ward.  Mr. Ward’s term of employment will continue until the Date of Termination which is the first to occur of the following: (a) the 12-month anniversary of the Company providing notice of termination without cause to Mr. Ward; (b) immediately upon the Company providing notice of termination for cause to Mr. Ward; (c) the 12-month anniversary of Mr. Ward providing notice of termination specifying his resignation for good reason to the Company; (d) the 12-month anniversary of Mr. Ward providing notice of termination without good reason to the Company; and (e) the fifth day following the Company providing Notice of Termination to Mr. Ward as a result of Mr. Ward’s permanent disability; or (f) the date of Mr. Ward’s death.

 

The employment agreement provides that if it is terminated as a result of Mr. Ward’s resignation or leaving of his employment, other than for good reason, he shall continue to: (a) receive base salary and benefits through the

Date of Termination; and (b) receive reimbursement for all reimbursable expenses incurred by him prior to the Date of Termination. No shares of restricted stock or stock options granted to Mr. Ward will vest on or following the date he provides notice of termination without good reason.

 

The employment agreement further provides that in the event of termination of Mr. Ward’s employment by Mr. Ward for good reason, by the Company with or without cause, as a result of Mr. Ward’s permanent disability or upon his death, Mr. Ward (or his estate, in the case of death) shall continue to: (a) receive base salary and benefits (i) in the case of termination by Mr. Ward for good reason or by the Company with or without cause, through the Date of Termination, and (ii) in the case of termination due to Mr. Ward’s permanent disability or death, through the six-month anniversary of the Date of Termination; (b) vest in any shares of restricted stock of the Company and any Company stock options granted to Mr. Ward through the Date of Termination; and (c) receive reimbursement for all reimbursable expenses incurred by Mr. Ward prior to the Date of Termination.

 

C.N. Rupert Atkin.  Mr. Atkin’s term of employment shall continue until (i) terminated by either party giving the other not less than 12 months written notice or (ii) the date on which Mr. Atkin reaches age 65. During any 12 month notice period, Mr. Atkin will continue to receive base salary and all contractual benefits other than bonus (except for any unpaid amount of his accrued bonus which shall be paid if he is a good leaver, as defined below).

 

We may, in our sole discretion, terminate Mr. Atkin’s employment with immediate effect by paying a sum equal to the base salary he would have been entitled to receive during the 12 month notice period (or, if notice has already been given, during the remainder of the notice period). This payment in lieu of notice does not include any bonus or commission payments (other than accrued bonus if he is a good leaver) or benefits (other than pension benefits) which Mr. Atkin would have been entitled to receive during the notice period. In addition, we may also summarily terminate Mr. Atkin’s employment without notice or payment in lieu of notice following certain events specified in the employment agreement.

 

If Mr. Atkin’s employment is terminated (i) by reason of liquidation of Talbot Underwriting Services Ltd for the purpose of amalgamation or reconstruction or (ii) as part of any arrangement for the amalgamation of the undertaking of Talbot Underwriting Services Ltd not including liquidation or the transfer of the whole or part of the undertaking of Talbot Underwriting Services Ltd to any associated company, and Mr. Atkin is offered comparable employment with the amalgamated or reconstructed company on terms no less favorable than those described in his employment agreement, he will have no claim against us under the employment agreement with respect to that termination.

 

For the employment agreement for Mr. Atkin, Good Leaver means the executive’s employment has terminated other than due to one of the following reasons: (i) he has ceased to be an employee in circumstances justifying summary dismissal without notice; (ii) he has been dismissed for material or persistent breaches of his duties as an employee or (iii) he has given notice of termination of his employment except in circumstances where he has been advised by his employer of a materially adverse change to his position in the group or the terms and conditions of his employment.

 

In addition, under Mr. Atkin’s employment agreement, he may be summarily terminated without notice or payment in lieu of notice if the executive: (i) is convicted of any criminal offense (other than a motoring offense for which no custodial sentence is given to him) which in the reasonable opinion of the Company demonstrated unsuitability for further employment with the Company; (ii) shall be or become prohibited by law from being a director (applicable only to directors); (iii) shall be guilty of fraud, dishonesty or serious misconduct (which, for the avoidance of doubt, includes any conduct which tends to bring the Company or any associated company into disrepute) or shall commit any serious or persistent breach of any of his obligations (for which warnings have been given to the executive) to the Company or any associated company; or (iv) shall be guilty of fraud or willful default in relation to the warranties (as defined in the employment agreements).

 

For each of the employment agreements for Messrs. Noonan, Consolino, Mercer and Ward, “Cause” means (a) theft or embezzlement by the executive with respect to the Company or its Subsidiaries; (b) malfeasance or gross negligence in the performance of the executive’s duties; (c) the commission by the executive of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the executive (other than by reason of disability due to physical or mental illness or at the direction of the Company or its Subsidiaries) or failure,

neglect or refusal by the executive to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) for Mr. Noonan and Mr. Consolino, failure by the executive to substantially perform his duties and responsibilities thereunder without the same being corrected within thirty (30) days after being given written notice thereof, as determined by the Company in good faith, and for Mr. Mercer and Mr. Ward, failure by the executive to adequately perform his duties and responsibilities hereunder without the same being corrected within thirty (30) days after being given written notice thereof, as determined by the Company in good faith; (f) continued and habitual use of alcohol by the executive to an extent which materially impairs the executive’s performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; (g) the executive’s use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof; (h) the executive’s failure to use his best efforts to obtain, maintain or renew the required work permit in a timely manner, without the same being corrected within ten (10) days after being given written notice thereof; or (i) the material breach by the executive of any of the covenants contained in the employment agreement without, in the case of any breach capable of being corrected, the same being corrected within ten (10) days after being given written notice thereof.

 

Additionally, for each of the employment agreements for Messrs. Noonan, Consolino, Mercer and Ward, “Good Reason” means, without the executive’s written consent, (a) a material breach of this Agreement by the Company; (b) a material reduction in the executive’s base salary; or (c) a material and adverse change by the Company in the executive’s duties and responsibilities, other than due to the executive’s failure to adequately perform such duties and responsibilities as determined by the Board in good faith; provided, however, that, it is a condition precedent to the executive’s right to terminate employment for Good Reason that (i) the executive shall first have given the Company written notice that an event or condition constituting Good Reason has occurred within ninety days after such occurrence, and any failure to give such written notice within such period will result in a waiver by the executive of his right to terminate for Good Reason as a result of such event or condition, and (ii) a period of thirty days from and after the giving of such written notice shall have elapsed without the Company having effectively cured or remedied such occurrence during such 30-day period; provided further, however, that the executive’s termination of employment due to “Good Reason” must occur not later than one hundred fifty days following the initial existence of the condition giving rise to ‘Good Reason.’ For Mr. Consolino, Good Reason also means a change such that Mr. Consolino no longer reports directly to the Company’s Chief Executive Officer.

Assuming each executive’s employment terminated under each of the circumstances described below on December 31, 2010, the payments and benefits due would have an estimated value of:

 

 

Each employment agreement includes an agreement by the executive to certain confidentiality and non-solicitation provisions.

 

Restricted Share and Option Agreements

 

Messrs. Noonan, Consolino, Mercer and Ward were granted restricted shares in connection with our IPO and periodically thereafter. Each Restricted Share Agreement evidencing such grants provides that in the event the executive’s employment is terminated by the Company not for cause or by the executive for good reason, 45% of the grant shall vest upon the delivery of a notice of termination (or at the end of the applicable correction period following delivery of a notice of termination) and the remaining 55% of the grant will vest on July 24, 2012, but only if the executive does not breach the remaining applicable terms of his employment agreement, including the duties

owed during any “garden leave” period and the confidentiality, non-competition, non-solicitation and assignment of inventions covenants to the extent contained therein. In the event of the executive’s breach of any of such terms, duties or covenants, any unvested portion of the grant shall be immediately forfeited by the executive. In addition, if the executive’s employment is terminated by the Company not for cause or by the executive for good reason within two years following a change in control, the grant shall become immediately vested in full upon such termination of employment.

 

Mr. Atkin was granted restricted shares as partial consideration in connection with our purchase of Talbot. The terms of these restricted shares provide that the restricted shares will vest 100% upon termination of employment if the executive is a good leaver, upon a change of control, or upon any sale or disposal of Talbot, Talbot Insurance (Bermuda) Ltd, Talbot Underwriting Ltd, Talbot Underwriting Services Ltd or Talbot 2002 or of a majority of the business or assets held by Talbot or any of its subsidiaries. Any other termination of service will result in forfeiture of unvested restricted shares. For purposes of these restricted shares, change of control means a change in control as defined in the 2005 Amended and Restated Long-Term Incentive Plan where that change of control also involves Rupert Atkin and Mr. Noonan no longer continuing in a senior management role with responsibility equivalent or greater than the role they held prior to the change of control.

 

Mr. Atkin was also granted restricted shares pursuant to the terms of his employment agreement. The Restricted Share Agreement evidencing such grant provides that these restricted shares will vest 100% upon termination of service if the executive is a good leaver. If the executive is not a good leaver, any portion of the award not vested at termination of service will be forfeited. In addition, if the executive’s employment is terminated by the Company not for cause within two years following a change in control, these restricted shares will vest 100% upon such termination of employment.

 

An executive is a good leaver if his employment is terminated due to one of the following reasons: (i) agreed termination of employment; (ii) injury, ill-health, disability or redundancy; (iii) death; (iv) wrongful or unfair dismissal by the relevant Validus group company or any of its subsidiaries; (v) the company by which he is employed ceases to be a Validus group company; (vi) the entire or substantially the whole of the business carried on by the executive’s employer is transferred to a person other than a Validus group company; or (vii) retirement at normal retirement age or early retirement on the grounds of ill-health or with the consent of the Board of Directors and in accordance with the terms of any pension plan the executive participates in.

 

For each of the agreements described above other than the Restricted Share Agreements received as partial consideration for Mr. Atkin’s shares of Talbot, change in control has the meaning set forth in the 2005 Amended and Restated Long-Term Incentive Plan.

 

Assuming that at December 31, 2010, each executive’s employment terminated not for cause or by the executive for good reason and there has been a change in control, the payments and benefits due would be:

 

 

 

 

AUDIT COMMITTEE REPORT

 

The primary purpose of the Audit Committee is to assist in the Board’s oversight of the integrity of the Company’s financial statements, including its system of internal controls, the Independent Auditor’s qualifications, independence and performance, the performance of the Company’s internal audit function and the Company’s compliance with legal and regulatory requirements. The Audit Committee is directly responsible for the selection (subject to the approval of shareholders), compensation, retention and oversight of the work of the Independent Auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the Company. During 2010, Messrs. Hendrickson (Chairman), Fitzpatrick and Nessi served on the Audit Committee. The Audit Committee is currently comprised of three Directors and operates under a written charter, which is posted on the Company’s website at www.validusholdings.com. It is not the responsibility of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with Generally Accepted Accounting Principles and applicable rules and regulations. The financial statements are the responsibility of the Company’s management. The Independent Auditor is responsible for expressing an opinion on these financial statements based on their audit. It is also not the responsibility of the Audit Committee to assure compliance with laws and regulations, the Company’s Code of Business Conduct and Ethics for Directors, Officers and Employees and Code of Ethics for Senior Officers or to set or determine the adequacy of the Company’s reserves.

 

Based on the Audit Committee’s review of the audited financial statements, its discussions with management regarding the audited financial statements, its receipt of written disclosures and the letter from the Independent Auditor required by applicable requirements of the Public Company Accounting Oversight Board regarding communications with the Audit Committee concerning independence, its discussions with the Independent Auditor regarding such auditor’s independence, the audited financial statements, the matters required to be discussed by the Statement on Auditing Standards 61, as amended, and other matters the Audit Committee deemed relevant and appropriate, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements for the fiscal year ended December 31, 2010 be included in the Company’s Annual Report on Form 10-K for such fiscal year.

 

Audit Committee
John J. Hendrickson (Chairman)
John Fitzpatrick
Jean-Marie Nessi

 

Audit Fees

 

The aggregate audit fees incurred by the Company for normal re-occurring audit services provided by PricewaterhouseCoopers (“PWC”) for the years ended December 31, 2010 and 2009 were $2,925,893 and $3,886,000, respectively. Such audit fees were for professional services rendered primarily in connection with the audit and quarterly review of the consolidated financial statements and other attestation services that comprised the audits for insurance statutory and regulatory purposes in the various jurisdictions in which the Company operates and the provision of certain opinions relating to the Company’s filings with the SEC.

 

Audit Related Fees

 

The aggregate fees incurred by the Company for audit related professional services provided by PWC for the years ended December 31, 2010 and 2009 were approximately $468,350 and $747,653, respectively. During the year ended December 31, 2010, these fees comprised audit related fees for services provided in connection with a senior notes offering and related SEC filings, a quality assurance review and other audit related services which were $149,000, $37,790 and $281,560, respectively. During the year ended December 31, 2009, these fees comprised audit related fees for services provided in connection with Sarbanes-Oxley readiness, the acquisition of IPC Holdings, Ltd. and other audit related services which were $92,500, $644,528 and $10,625, respectively.

Tax Fees

 

The aggregate fees incurred by the Company for tax services provided by PWC for the years ended December 31, 2010 and 2009 were approximately $222,894 and $239,557, respectively. These fees were related to professional services rendered for various corporate and employee taxation issues.

 

All Other Fees

 

The fees incurred by the Company for products and services provided by PWC other than the services described above under “Audit Fees,” “Audit Related Fees” and “Tax Fees,” for the years ended December 31, 2010 and 2009 were $147,255 and $187,972, respectively. During the year ended December 31, 2010, other fees for services were provided in connection with a corporate development project. During the year ended December 31, 2009 other fees for services provided in connection with operational effectiveness, business continuity, management information systems and a compensation survey were $49,355, $45,650, $86,967 and $6,000, respectively.

 

General

 

The Audit Committee has adopted procedures for pre-approving all audit and permissible non-audit services provided by the Independent Auditor. The Audit Committee will annually review and pre-approve the audit, review and attestation services to be provided during the next audit cycle by the Independent Auditor and may annually review and pre-approve any permitted non-audit services to be provided during the next audit cycle by the Independent Auditor. To the extent practicable, the Audit Committee will also review and approve a budget for such services. Services proposed to be provided by the Independent Auditor that have not been pre-approved during the annual review and the fees for such proposed services must be pre-approved by the Audit Committee or its designated subcommittee. Additionally, fees for previously approved services that are expected to exceed the previously approved budget must also be pre-approved by the Audit Committee or its designated subcommittee. All requests or applications for the Independent Auditor to provide services to the Company are submitted to the Audit Committee or its designated subcommittee. When such a pre-submission is not practicable, the Company receives pre-approval in writing from the Chairman of the Audit Committee and such approval is then ratified by the full Audit Committee at the next regularly scheduled meeting of such committee.

 

The Audit Committee considered whether the provision of non-audit services performed by the Independent Auditor was compatible with maintaining PWC’s independence during 2010. The Audit Committee concluded in 2010 that the provision of these services was compatible with the maintenance of PWC’s independence in the performance of its auditing functions during 2010.

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

We have established written procedures for the review of transactions between us and any company affiliated with funds managed by any of our sponsors or any other company in which our officers or directors have a material interest. We refer to a company in which one of our sponsors has a material interest as a “portfolio company.” Any such transaction must be reviewed and approved by our management or the management of the operating subsidiary entering into the transaction, and the terms of such transaction should be arm’s-length or on terms that are otherwise fair to the Company. Any such transaction will also require prior approval of the audit committee, except reinsurance assumed transactions with a portfolio company that senior management have determined are in the ordinary course. Furthermore, the effect, if any, of such a transaction on the independence of any director will be considered.

 

The employers of or entities associated with certain directors or their affiliates have purchased or may in the future purchase insurance and/or reinsurance from the Company on terms the Company believes were and will be no more favorable to these insureds than those made available to other customers.

 

For a description of relationships and transactions between us and our shareholders, our founder, our sponsoring investors and their related persons, see “Compensation Committee Interlocks and Insider Participation.”

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Exchange Act requires the Company’s Directors and executive officers and persons who own more than 10% of a registered class of the Company’s equity securities to file with the SEC and the NYSE reports on Forms 3, 4 and 5 concerning their ownership of the Shares and other equity securities of the Company.

 

The Company believes that all of its officers, Directors and beneficial owners of more than 10% of its Shares filed all of such reports on a timely basis during the year ended December 31, 2010 except that, due to administrative errors, C.N. Rupert Atkin made two late filings on Form 4 relating to 30,000 and 19,402 common shares sold on June 22, 2010 and July 2, 2010, respectively; Stuart W. Mercer made one late filing on Form 4 relating to 4,000 common shares sold on September 8, 2010; and each of Messrs. Greenberg, Levy and Singh made late filings in respect of 630,399, 784,657 and 639,544 shares repurchased by the Company from funds affiliated with each of Aquiline Capital Partners LLC, Vestar Capital Partners and New Mountain Capital, LLC, respectively, on December 23, 2010.

 

DETAILED BELOW IN ITEMS I THROUGH V ARE THE MATTERS SCHEDULED TO BE VOTED
ON AT THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 4, 2011

 

 

For purposes of this proposal I, the term “Company” shall mean Validus Holdings, Ltd. and its subsidiaries.

 

At the Annual General Meeting, three Class I Directors are to be elected to hold office until the 2014 Annual General Meeting of Shareholders. All of the nominees are currently serving as Directors and were appointed or elected in accordance with the Company’s Bye-laws. Unless authority is withheld by the Shareholders, it is the intention of the persons named in the enclosed proxy to vote for the nominees listed below. All of the nominees have consented to serve if elected, but if any becomes unavailable to serve, the persons named as proxies may exercise their discretion to vote for a substitute nominee. The name, principal occupation and other information concerning each Director are set forth below.

 

Nominees for Whom Proxies Will Be Voted

 

Class I Directors whose terms expire in 2011:

 

Matthew J. Grayson, age 49, has been a Director of the Company since its formation. Since January of 2011, Mr. Grayson has served as a principal of Welder Energy, an oil and gas asset management firm based in San Antonio, Texas. From 2006 through 2010, Mr. Grayson served as a senior principal of Aquiline. Mr. Grayson has 27 years experience in the financial services industry. In 1998, following a career in investment banking, corporate finance and capital markets, Mr. Grayson co-founded Venturion Capital, a private equity firm that specialized in global financial services companies. In 2005, Venturion Capital’s professionals joined with Jeffrey W. Greenberg, along with others, to form Aquiline. Mr. Grayson serves on the board of Structured Credit Holdings Plc. In 2007, Structured Credit Holdings successfully completed a scheme of arrangement in the Irish High Court with its creditors. The specific experience, qualifications, attributes and skills that led to the conclusion that Mr. Grayson should serve as a director, as of the date hereof, are as follows: Mr. Grayson has extensive experience as a banker and investor in the global (re)insurance industry. Mr. Grayson is also experienced in investment portfolio oversight and corporate finance.

 

Jean-Marie Nessi, age 61, has been a Director of the Company since its formation. He has also served as a director of Matmut Enterprises since 2007. Mr. Nessi also has served as the head of Aon Global Risk Consulting at Aon France since October 2007. Mr. Nessi served as Chairman and CEO of NessPa Holding from January 2006 to September 2007 and as the head of the property and casualty business unit for PartnerRe Global, a subsidiary of PartnerRe SA, from February 2003 to February 2006. He was appointed Chairman of PartnerRe SA in June of 2003. Prior to PartnerRe, Mr. Nessi led AXA Corporate Solutions, the successor company to AXA Ré and AXA Global Risk. The specific experience, qualifications, attributes and skills that led to the conclusion that Mr. Nessi should serve as a director, as of the date hereof, are as follows: Mr. Nessi has extensive experience in leadership positions in

the global (re)insurance industry. Mr. Nessi also has significant expertise in (re)insurance company reserving and financial accounting.

 

Mandakini Puri, age 51, has been a Director of the Company since its formation. She also served as a consultant to Bank of America/Merrill Lynch Global Private Equity (“MLGPE”) until December 2010. From 1994 through 2009, Ms. Puri served as a senior vice president with MLGPE, where she was the Chief Investment Officer. Ms. Puri had been part of Merrill Lynch’s private equity business since 1994, prior to which she was a Director in the High Yield Finance & Restructuring Group at Merrill. Ms. Puri joined Merrill Lynch in 1986. Mr. Puri was a member of the board of directors of PSi Technologies Holdings, Inc. until December 2010. The specific experience, qualifications, attributes and skills that led to the conclusion that Ms. Puri should serve as a director, as of the date hereof, are as follows: Ms. Puri has extensive experience as an investor and Director of Bermuda based (re)insurance companies that specialize in catastrophe risk. Ms. Puri also has broad expertise in fixed income investments and corporate finance.

 

Your Board of Directors recommends that Shareholders vote FOR the nominees.

 

Directors Whose Terms of Office Do Not Expire at This Meeting

 

Class II Directors whose terms expire in 2012

 

Sander M. Levy, age 49, has been a Director of the Company since its formation. He also serves as a Managing Director of Vestar Capital Partners, a private equity investment firm based in New York which manages over $7.0 billion of equity capital, and was a founding partner of Vestar Capital Partners at its inception in 1988. Mr. Levy is currently a member of the board of directors of Symetra Financial Corporation, Wilton Re Holdings Limited and Duff & Phelps, LLC. The specific experience, qualifications, attributes and skills that led to the conclusion that Mr. Levy should serve as a director, as of the date hereof, are as follows: Mr. Levy has extensive experience as an investor in and Director of Bermuda (re)insurance companies. Additionally, Mr. Levy has significant expertise in corporate finance and in compensation arrangements and oversight.

 

Alok Singh, age 56, has been a Director of the Company since its formation. He also serves as a Managing Director of New Mountain Capital, a private equity investment firm based in New York which manages over $7 billion of equity capital. Prior to joining New Mountain Capital in 2002, Mr. Singh served as a Partner and Managing Director of Bankers Trust from 1978 to 2001. In 2001 he established the Corporate Financial Advisory Group for the Americas for Barclays Capital, and led the group until 2002. Mr. Singh is non-executive chairman of Overland Solutions, Inc., lead director of Deltek, Inc. and Camber Corporation and a director of Apptis, Inc., Tygris Commercial Finance Group, Inc., and Ikaria Holdings, Inc. The specific experience, qualifications, attributes and skills that led to the conclusion that Mr. Singh should serve as a director, as of the date hereof, are as follows: Mr. Singh has extensive experience in the insurance service business as both an investor and Director. Mr. Singh also has broad experience in corporate finance, as well as investing in reinsurers with significant catastrophe risk.

 

Christopher E. Watson, age 60, has been a Director of the Company since its formation. He also serves as a senior principal of Aquiline, which he joined in 2006. Mr. Watson has more than 35 years of experience in the financial services industry. From 1987 to 2004, Mr. Watson served in a variety of executive roles within the property & casualty insurance businesses of Citigroup and its predecessor entities. From 1995 to 2004, Mr. Watson was president and chief executive officer of Gulf Insurance Group, one of the largest surplus lines insurance companies in the world. Mr. Watson served as a senior executive of AIG from 1974 to 1987. Mr. Watson is also a director of Group Ark Insurance Holdings Ltd., a Bermuda-based underwriter of insurance and reinsurance risks in the Lloyd’s market. The specific experience, qualifications, attributes and skills that led to the conclusion that Mr. Watson should serve as a director, as of the date hereof, are as follows: Mr. Watson has extensive experience as an executive in the global (re)insurance industry. Mr. Watson also has applicable experience as an investor in and Director of a Lloyd’s of London syndicate.

 

Class III Directors whose terms expire in 2013

 

Edward J. Noonan, age 52, has been Chairman of our Board and the Chief Executive Officer of the Company since its formation. Mr. Noonan has 30 years of experience in the insurance and reinsurance industry, serving most

recently as the acting chief executive officer of United America Indemnity Ltd. (Nasdaq: INDM) from February 2005 through October 2005 and as a member of the board of directors from December 2003 to May 2007. Mr. Noonan currently serves as a director of Central Mutual Insurance Company. Mr. Noonan served as president and chief executive officer of American Re-Insurance Company from 1997 to 2002, having joined American Re in 1983. Mr. Noonan also served as chairman of Inter-Ocean Reinsurance Holdings of Hamilton, Bermuda from 1997 to 2002. Prior to joining American Re, Mr. Noonan worked at Swiss Reinsurance from 1979 to 1983. The specific experience, qualifications, attributes and skills that led to the conclusion that Mr. Noonan should serve as a director, as of the date hereof, are as follows: Mr. Noonan has extensive experience in the global (re)insurance industry. Mr. Noonan has also served as a director of insurance and reinsurance companies, including serving as audit committee chair and board chairperson.

 

Jeffrey W. Greenberg, age 59, has been a Director of the Company since its formation. He also serves as the managing principal of Aquiline, which he founded in 2005. Mr. Greenberg served as chairman and chief executive officer of Marsh & McLennan Companies, Inc. from 2000 to 2004. From 1996 to 2004, Mr. Greenberg was the chairman of MMC Capital, the manager of the Trident Funds. He previously served as a director of Ace, Inc. Previously, he served as a senior executive of AIG, where he was employed from 1978 to 1995. Mr. Greenberg is also Chairman of Group Ark Insurance Holdings Ltd., a Bermuda-based underwriter of insurance and reinsurance risks in the Lloyd’s market. The specific experience, qualifications, attributes and skills that led to the conclusion that Mr. Greenberg should serve as a director, as of the date hereof, are as follows: Mr. Greenberg has extensive executive experience in the global (re)Insurance and insurance brokerage businesses. Additionally, Mr. Greenberg has very extensive experience as an investor and director of Bermuda based (re)insurance companies.

 

John J. Hendrickson, age 50, has been a director of the Company since its formation. Mr. Hendrickson is the Founder and Managing Partner of SFRi LLC, an independent investment and advisory firm (formed in 2004) specializing in the insurance industry. From 1995 to 2004, Mr. Hendrickson held various positions with Swiss Re, including as Member of the Executive Board, Head of Capital Partners (Swiss Re’s Merchant Banking Division), and Co-Founding Partner of Securitas Capital. From 1985 to 1995, Mr. Hendrickson was with Smith Barney, the U.S. investment banking firm, where he focused on serving the capital and strategic needs of (re)insurance clients and private equity investors active in the insurance sector. Mr. Hendrickson has served as a director for several insurance and financial services companies, and, in addition to the Company, currently serves on the board of Tawa PLC and Conning Holdings Corp. From December 2003 to November 2007, Mr. Hendrickson served as a director of United America Indemnity, Ltd. The specific experience, qualifications, attributes and skills that led to the conclusion that Mr. Hendrickson should serve as a director, as of the date hereof, are as follows: Mr. Hendrickson has extensive experience as a banker, investor and executive in the global (re)insurance industry. Mr. Hendrickson has also served as a director of insurance and reinsurance companies, including serving as audit committee chair.

 

 

Under Section 49B of the Company’s Bye-laws, the Board of Directors of any of our subsidiaries that is not a U.S. corporation or that is not treated as a pass-through or disregarded entity for U.S. federal income tax purposes, unless otherwise designated by our Board of Directors, must consist of persons who have been elected by our shareholders as Designated Company Directors.

 

The persons named below have been nominated to serve as Designated Company Directors of our non-U.S. subsidiaries indicated below. Unless authority to vote for these nominees is withheld, the enclosed proxy will be voted for these nominees, except that the persons designated as proxies reserve discretion to cast their votes for other persons in the unanticipated event that any of these nominees is unable or declines to serve.

 

 

C. N. Rupert Atkin began his career at the Alexander Howden Group in 1980 before moving to Catlin Underwriting Agencies in 1984. After six years at Catlin he left to join Talbot, then Venton Underwriting Ltd, heading up the marine classes of business within Syndicate 376. In 1995 Syndicate 1183 was constituted with Rupert as the Active Underwriter. In 2000 Syndicate 1183 was merged back into Syndicate 376. It was reconstituted once again following the management led buyout of the Talbot group in November 2001. Following the sale of Talbot to Validus in the summer of 2007 Rupert was appointed as Chief Executive Officer of Talbot. Rupert is also a director of 1384 Capital Ltd, a company incorporated in England & Wales and supporting the underwriting of the Group’s syndicate for the 2005, 2006 and 2007 years of account. Rupert was appointed to the Council of Lloyd’s in 2007.

 

Patrick Barry is a partner in the Corporate Finance & Securities, the Mergers & Acquisitions, the Corporate/Commercial, the Private Equity, and the Structured Finance practices at Davies Ward Phillips and Vineberg LLP, a Toronto law firm.

 

Peter A. Bilsby joined Talbot Underwriting Ltd as Director of Underwriting and Operations in 2009. In April 2010, Mr Bilsby was appointed as a Director of Talbot Underwriting Ltd. Mr. Bilsby began his career as a reinsurance broker for Morgan Read and Sharman in 1986 before moving into underwriting for Syndicate 959 R. J. Busbridge & Others, part of the Octavian Group. In 2001, the group was taken over by Markel International where Mr. Bilsby assumed the role of Managing Director for Aviation and Director of Underwriting Technical Support. Moving to XL Services Ltd in 2005, Mr. Bilsby established himself as the Chief Underwriting Officer for Global Aerospace, as well as holding the position of Deputy to the Head of Global Speciality Lines, with underwriting authority for all classes. Mr Bilsby has served on various senior committees throughout his career.

 

Julian P. Bosworth joined the Talbot group in February 2001 as the Director of Claims of its multi-line underwriting insurance agency.

 

Michael E. A. Carpenter joined Talbot in June 2001 as the Chief Executive officer. Following the sale of Talbot to Validus in the summer of 2007 Michael was appointed as Chairman. Michael is also a director of 1384 Capital Ltd, a company incorporated in England & Wales and supporting the underwriting of the Group’s syndicate for the 2005, 2006 and 2007 years of account.

 

Rodrigo Castro is a lawyer who joined the law firm of Estudio Carvallo in Santiago, Chile in 2008. Mr. Castro’s area of specialty is corporate law. Mr. Castro studied law at the Diego Portales University. He also

obtained a Diplomate degree in “Corporate Tax” from the Alberto Hurtado University. Before joining Estudio Carvallo, he was legal advisor on civil and commercial matters for inversiones San Jorge, Alternate Notary public office of Nancy de la Fuente. He also worked as independent lawyer on civil, real estate and corporate matters, with vast experience in trademarks.