1.

To elect John J. Amore, Juan C. Andrade, William F. Galtney, Jr., John A. Graf, Meryl Hartzband, Gerri Losquadro, Roger M. Singer, Joseph V. Taranto and John A. Weber as directors of the Company, each to serve for a one-year period to expire at the 2022 Annual General Meeting of Shareholders or until such director’s successor shall have been duly elected or appointed or until such director’s office is otherwise vacated.

2.

To appoint PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Company’s independent auditor for the year ending December 31, 2021 and authorize the Company’s Board of Directors, acting through its Audit Committee, to determine the independent auditor’s remuneration.

3.	To approve, by non-binding advisory vote, 2020 compensation paid to the Company’s Named Executive Officers.

4.	To consider and act upon such other business, if any, as may properly come before the meeting and any and all adjournments thereof.

	By Order of the Board of Directors
	Sanjoy Mukherjee
	Executive Vice President,
	General Counsel and Secretary
April 9, 2021
Hamilton, Bermuda

	PAGE
GENERAL INFORMATION	1
EXECUTIVE SUMMARY	3
ENVIRONMENTAL, SOCIAL AND GOVERNANCE	4
PROPOSAL NO. 1—ELECTION OF DIRECTORS	15
Information Concerning Director Nominees	17
Information Concerning Executive Officers	26
THE BOARD OF DIRECTORS AND ITS COMMITTEES	29
Director Independence	31
BOARD STRUCTURE AND RISK OVERSIGHT	34
BOARD COMMITTEES	39
Audit Committee	39
Audit Committee Report	39
Compensation Committee	41
Compensation Committee Report	41
Nominating and Governance Committee	42
Code of Ethics for CEO and Senior Financial Officers	44
Shareholder and Interested Party Communications with Directors	44
COMMON SHARE OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS	45
PRINCIPAL BENEFICIAL OWNERS OF COMMON SHARES	47
DIRECTORS’ COMPENSATION	48
2020 Director Compensation Table	49
COMPENSATION DISCUSSION AND ANALYSIS	50
Summary Compensation Table	77
2020 Grants of Plan-Based Awards	78
Outstanding Equity Awards at Fiscal Year-End 2020	79
Shares Vested	80
2020 Pension Benefits Table	81
2020 Non-Qualified Deferred Compensation Table	82
CEO PAY RATIO DISCLOSURE	83
EMPLOYMENT, CHANGE OF CONTROL AND OTHER AGREEMENTS	84
Potential Payments Upon Termination or Change in Control	86
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	89
PROPOSAL NO. 2—APPOINTMENT OF INDEPENDENT AUDITORS	90
PROPOSAL NO. 3—NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION	91
MISCELLANEOUS—GENERAL MATTERS	92

---

March 2020	Publication of Everest’s inaugural Corporate Responsibility Report, published in accordance with Global Reporting Initiative (“GRI”) standards. Updated on a two year cycle. The report is available at: https://www.everestre.com/Corporate-Responsibility/Everest-Corporate-Responsibility-Report
4th Quarter 2020	Publication of Everest’s supplemental disclosures under the Sustainability Accounting Standards Board (“SASB”) framework. The report is available at: https://www.everestre.com/Corporate-Responsibility/Everest-Corporate-Responsibility-Report
April 2021	Publish supplemental ESG performance tables on Everest’s website for 2020 (e.g., employee demographic and other data)
2021	Monitor and compile energy usage and greenhouse gas emission data from Everest’s operations locations, starting with Everest’s U.S. Headquarters (where a majority of Everest employees are located) and then expanding to other offices across Everest.
2021 / Early 2022	Work towards compiling and publishing disclosures for 2021 in accordance with the Task Force on Climate-related Financial Disclosure (“TCFD”) set of guidelines.
2022	Publish Everest’s next full and new edition of its comprehensive Corporate Responsibility Report at or prior to the mailing of next year’s proxy statement.

Early Immediate Response	Employees in all Everest locations throughout the world seamlessly shifted to remote work, allowing us to continue to serve our customers, place new and renewal business, communicate with brokers and insureds, and maintain our reputation of delivering outstanding service.
Formation of Task Force	The Company formed a COVID-19 Task Force comprised of leaders from various cross-functional areas to plan and oversee efforts throughout the globe.
Re-entry Approach	Developed a detailed, consistent, disciplined re-entry approach for each of our offices, with the recommendation to reopen an office based on assessment of key-readiness indicators (e.g., local government protocols, health and safety guidelines, re-entry status).
Re-entry Guiding Principles	•Health and safety of our employees is paramount; •Adopt a “smart follower” approach based upon evolving best practices and peer review; •Gradual return to the workplace, as we continue to observe social-distancing and enhanced cleaning procedures; •Initial re-entry limited to maximum of 25% of the staff; •Employees to retain fully functional remote office, in case of need to revert quickly to remote work; •Once an office is re-opened, continue to monitor key indicators, solicit feedback, adjust as needed, and continue to review readiness to increase capacity.

Executive Leadership Focus on DEI	Under our CEO Juan C. Andrade’s leadership, Everest’s executive management has placed DEI efforts as a critical focus of the Company’s path forward.
Listening Sessions	These well-attended sessions provided an opportunity for an honest dialogue with management about concrete ways the Company can improve on DEI matters in the workplace.
Formation of DEI Council	The Council is charged with helping lead Everest’s DEI initiatives going forward.
Employee Resource Groups	Focused associations that provide fellowship, friendship and support to employees with similar cultural experiences. Participation in our ERGs is open to all employees regardless of background to enhance career and personal development and exchange ideas and share experiences and backgrounds to contribute to Everest’s vision and values.
Talent Acquisition Efforts	We have established new partnerships with the National African American Insurance Association, International Association of Black Actuaries, Diversity and Inclusion Center for Equity (DICE), and Grace Hopper (women in tech). These partnerships facilitated our participation in virtual career fairs and annual events hosted by these organizations. We enhanced our existing higher education partnerships to focus on diversity with four local universities near Everest’s U.S. headquarters (Rutgers University, Temple University, New Jersey Institute of Technology, and St. John’s University), as well as expand partnerships with Historically Black College and Universities including Johnson C. Smith University, Lincoln University, and Morgan State University.
Bias Awareness Training	Everest has partnered with Blue Ocean Brain, an on-demand learning resource that uses flexible and modern microlearning content focused on diversity, equity and inclusion topics, and curated specifically for executives, managers and individual contributors. Bias awareness training is mandatory for all employees and is integrated into our new manager training curriculum.

•

Our new and recently opened U.S. operational headquarters in New Jersey which is on track for LEED Silver certification and contains such features as a green roof, charging stations for electric vehicles, workspaces that maximize the use of natural light and various other sustainable and energy-saving features;

•

Our Bermuda headquarters building that incorporates such features as double glazed solar controlled glass, air conditioning which is water cooled using sea water, and energy-conserving lighting; and

•

Our New York City office building, where Everest is now a major tenant following recent employee and business expansion, which is LEED Gold and Energy Star certified.

•

Effective January 1, 2020, the Board implemented a cap on non-employee director compensation to $450,000.

•

The Board expanded its climate change initiatives and policy and integrated climate change risk within its risk management oversight and the Company’s sustainability report.

Governance Profile Best Practice		Company Practice
✔	Size of Board	9
✔	Number of Independent Directors	7
✔	Board Independence Standards	The Board has adopted director independence standards stricter than the listing standards of the NYSE
✔	Director Independence on Key Committees	The Board’s Audit, Compensation and Nominating and Governance Committees are composed entirely of independent directors
✔	Separate Chairman and CEO	Yes
✔	Independent Lead Director	Yes
✔	Annual Election of All Directors	Yes
✔	Majority Voting for Directors	Yes
✔	Board Meeting Attendance	Each director or appointed alternate director attended 100% of Board meetings in 2020

Proposal	Board’s Voting Recommendations	Page
Election of Director Nominees (Proposal 1)	FOR ALL DIRECTOR NOMINEES	15
Appointment of PricewaterhouseCoopers LLP as Company Auditor (Proposal 2)	FOR	90
Non-Binding Advisory Vote on Executive Compensation (Proposal 3)	FOR	91

•

Leadership: Demonstrated ability to hold significant leadership positions and effectively manage complex organizations is important to evaluating and developing key management talent.

•

Insurance and/or Reinsurance Industry Experience: Experience in the insurance and/or reinsurance markets is critical to strategic planning and oversight of our business operations.

•

Risk Management: Experience in identifying, assessing and managing risks is critical to oversight of current and emerging organizational and systemic risks in order to inform and adapt the Company’s strategic planning.

•

Regulatory: Understanding of the laws and regulations that impact our heavily regulated industry, as well as understanding the impact of government actions and public policy. Both areas are important to oversight of insurance operations.

•

Finance and Accounting: Financial experience and literacy are essential for understanding and overseeing our financial reporting, investment performance and internal controls to ensure transparency and accuracy.

•

Corporate Governance: Understanding of corporate governance matters is essential to ensuring effective governance of the Company and protecting shareholder interests.

•

Business Operations: A practical understanding of developing, implementing and assessing our business operations and processes, and experience making strategic decisions, are critical to the oversight of our business, including the assessment of our operating plan, risk management and long-term sustainability strategy. Proxy Statement 15

•

Information Technology/Cybersecurity: A practical understanding of information systems and technology use in our business operations and processes, as well as a recognition of the risk management aspects of cyber risks and cyber security.

•

International: Experience and knowledge of global insurance and financial markets is especially important in understanding and reviewing our business and strategy.

Age: 72 Director Since: September 19, 2012 Independent Committees: •    Audit •    Compensation (Chair) •    Nominating and Governance •    Underwriting

•	Executive Leadership

•	Insurance/Reinsurance Industry Experience

•	Finance and Accounting

•	Corporate Governance

•	Business Operations

•	International

•	Risk Management

•

Claims

Age: 55 Director Since: February 26, 2020 Non-Independent Committees: •    Investment Policy •    Underwriting •    Executive

•	Executive Leadership	•	Corporate Governance
•	Insurance/Reinsurance Industry Experience	•	International
•	Finance and Accounting	•	Risk Management
•	Business Operations	•	Regulatory
•	Mergers and Acquisitions	•	Claims
•	Marketing and Branding

Age: 68 Director Since: March 12, 1996 Independent Committees: •    Audit •    Compensation •    Executive •    Nominating and Governance (Chair) •    Underwriting

•	Executive Leadership

•	Insurance/Reinsurance Industry Experience

•	Finance and Accounting

•	Investments

•	Merger & Acquisition

•	Corporate Governance

•	Business Operations

•	Risk Management

•

Claims

•	Marketing and Branding

Age: 61 Director Since: May 18, 2016 Independent Committees: •    Audit •    Compensation •    Nominating and Governance •    Investment Policy

•	Executive Leadership

•	Insurance/Reinsurance Industry Experience

•	Corporate Governance

•	Risk Management

•	Finance and Accounting

•	Investments

•	International

•	Business Operations

•	Regulatory

Age: 66 Director Since: May 23, 2019 Independent Committees: •    Audit •    Compensation •    Investment Policy •    Nominating and Governance

•	Executive Leadership

•	Insurance/Reinsurance Industry Experience

•	Finance and Accounting

•	Investments

•	Merger & Acquisition

•	Corporate Governance

•	Business Operations

•	Risk Management

Age: 70 Director Since: May 14, 2014 Independent Committees: •    Audit •    Compensation •    Nominating and Governance •    Underwriting (Chair)

•	Executive Leadership

•	Insurance/Reinsurance Industry Experience

•	Corporate Governance

•	Finance and Accounting

•	Risk Management

•	Business Operations

•	International

•	Information Technology/Cyber Security

•

Claims

Age: 74 Director Since: February 24, 2010 Independent Committees: •    Audit (Chair) •    Compensation •    Nominating and Governance

•	Executive Leadership

•	Insurance/Reinsurance Industry Experience

•	Corporate Governance

•	Finance and Accounting

•	Regulatory

•	International

•

Legal

•	Mergers & Acquisitions

Age: 72 Director Since: March 12, 1996 Non-Independent Committees: •    Executive •    Investment Policy

•	Executive Leadership

•	Insurance/Reinsurance Industry Experience

•	Business Operations

•	Corporate Governance

•	Finance and Accounting

•	Mergers & Acquisitions

•	Investments

•	Regulatory

•	International

•	Risk Management

•	Marketing and Branding

Age: 76 Director Since: May 22, 2003 Independent Committees: •    Audit •    Compensation •    Executive •    Investment Policy •    Nominating and Governance

•	Executive Leadership

•	Insurance/Reinsurance Industry Experience

•	Business Operations

•	Finance and Accounting

•	Investments

•	International

•	Mergers & Acquisitions

•	Corporate Governance

•	Risk Management

---

Board of Directors
	John J. Amore	Juan C. Andrade	William F. Galtney, Jr.	John A. Graf	Meryl Hartzband	Gerri Losquadro	Roger M. Singer	Joseph V. Taranto	John A. Weber
Skills & Experience
Executive Leadership	X	X	X	X	X	X	X	X	X
Insurance Industry Experience	X	X	X	X	X	X	X	X	X
Reinsurance Industry Experience	X	X	X	X	X	X	X	X	X
Claims	X	X	X			X
Risk Management	X	X	X	X	X	X		X	X
Regulatory		X		X			X	X
Finance/Capital Management and Accounting	X	X	X	X	X	X	X	X	X
Corporate Governance	X	X	X	X	X	X	X	X	X
Business Operations	X	X	X	X	X	X	X	X
International	X	X	X	X	X	X	X
Investments			X	X	X			X	X
Merger & Acquisition		X	X		X		X	X	X
Information Technology/Cyber Security						X
Legal							X
Marketing & Branding		X	X					X

•

Audit Committee

•

Nominating and Governance

•

Compensation Committee

•

Executive Committee

•

Investment Policy Committee

•

Underwriting Committee

Name	Audit	Compensation	Executive	Investment Policy	Nominating and Governance	Underwriting Committee	Independent
John J. Amore	X	Chair			X	X	X
Juan C. Andrade			X	X		X
William F. Galtney, Jr.	X	X	X		Chair	X	X
John A. Graf	X	X		X	X		X
Meryl Hartzband	X	X		X	X		X
Gerri Losquadro	X	X			X	Chair	X
Roger M. Singer	Chair	X			X		X
Joseph V. Taranto			X	X
John A. Weber	X	X	X	X	X		X
Meetings	4	4	0	4	4	4

•

no director who is an employee, or whose immediate family member is an executive officer of the Company, is deemed independent until three years after the end of such employment relationship;

•

no director is independent who:

(i)

is a current partner or employee of a firm that is the Company’s internal or external auditor;

(ii)

has an immediate family member who is a current partner of such firm;

(iii)

has an immediate family member who is a current employee of such firm and personally works on the Company’s audit; or

(iv)

was or had an immediate family member who was within the last three years a partner or employee of such firm and personally worked on the Company’s audit within that time;

•

no director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of our present executives serve on that company’s compensation committee is deemed independent until three years after the end of such service or the employment relationship;

•

no director who is an executive officer or an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount that, in any single year, exceeds $10,000 is deemed independent; Proxy Statement 31

•

no director who has a personal services contract with the Company, or any member of the Company’s senior management, is independent;

•

no director who is affiliated with a not-for-profit entity that receives significant contributions from the Company is independent; and

•

no director who is employed by a public company at which an executive officer of the Company serves as a director is independent.

•

no director who is a member of the Audit Committee shall be deemed independent if such director is affiliated with the Company or any of its subsidiaries in any capacity, other than in such director’s capacity as a member of our Board of Directors, the Audit Committee or any other Board committee or as an independent subsidiary director; and

•

no director who is a member of the Audit Committee shall be deemed independent if such director receives, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than fees received in such director’s capacity as a member of our Board of Directors, the Audit Committee or any other Board committee, or as an independent subsidiary director, and fixed amounts of compensation under a retirement plan, including deferred compensation, for prior service with the Company (provided such compensation is not contingent in any way on continued service).

•

no director shall be considered independent who:

(i)

is currently an officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”)) of the Company or a subsidiary of the Company, or otherwise employed by the Company or subsidiary of the Company;

(ii)

receives compensation, either directly or indirectly, from the Company or a subsidiary of the Company, for services rendered as a consultant or in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to Item 404(a) of Regulation S-K; or

(iii)

possesses an interest in any other transaction for which disclosure would be required pursuant to Item 404(a) of Regulation S-K.

•

Coordinating executive sessions of the independent members of the Board without management present;

•

Authorization to call meetings of the independent directors;

•

Communicating regularly with the CEO and the other directors on matters of Board governance;

•

Assisting in Board meeting agenda preparation in consultation with the Chairman;

•

Overseeing the annual Board review and evaluation process including individual director evaluations and facilitating discussion of the results;

•

Leading board discussions on oversight of Environmental, Social and Governance reporting;

•

Assuring that all Board members carry out their responsibilities as directors;

•

If requested and, when appropriate, consultation and direct communication with shareholders as the independent representative of the Board.

		2020				2019
Audit Fees(1)		$	6,074,428			$	6,210,780
Audit-Related Fees(2)			309,100				325,950
Tax Fees(3)			691,000				652,000
All Other Fees(4)			26,000				25,000

(1)

Audit fees include the annual audit and quarterly financial statement reviews, internal control audit (as required by the Sarbanes Oxley Act of 2002), subsidiary audits, and procedures required to be performed by the independent auditors to be able to form an opinion on the Company’s consolidated financial statements. Audit fees also include statutory audits or financial audits of subsidiaries or affiliates of the Company and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.

(2)

Audit-related fees include assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements; accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; financial audits of employee benefit plans; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters and assistance with internal control reporting requirements.

(3)	Tax fees include tax compliance, tax planning and tax advice and may be granted general pre-approval by the Audit Committee.

(4)	All other fees are for accounting and research subscriptions.

	Roger M. Singer, Chairman
	John J. Amore
	William F. Galtney, Jr.
	John A. Graf
	Meryl Hartzband
	Gerri Losquadro
	John A. Weber

	John J. Amore, Chairman
	William F. Galtney, Jr.
	John A. Graf
	Meryl Hartzband
	Gerri Losquadro
	Roger M. Singer
	John A. Weber

	William F. Galtney, Jr., Chairman
	John J. Amore
	John A. Graf
	Meryl Hartzband
	Gerri Losquadro
	Roger M. Singer
	John A. Weber

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class(13)
John J. Amore	20,315	(1)	*
William F. Galtney, Jr.	72,531	(2)	*
John A. Graf	13,075	(3)	*
Meryl Hartzband	5,704	(4)	*
Gerri Losquadro	11,972	(5)	*
Roger M. Singer	15,937	(6)	*
Joseph V. Taranto	310,342	(7)	*
John A. Weber	15,100	(8)	*
Juan C. Andrade	48,974	(9)	*
John P. Doucette	26,552	(10)	*
Mark Kociancic	25,100	(11)	*
Sanjoy Mukherjee	41,548	(12)	*
All directors, nominees and executive officers as a group (12 persons)	607,150		1.3

*	Less than 1%

(1)

Includes 454 shares issuable upon the exercise of share options within 60 days of March 15, 2021. Also includes 2,614 restricted shares issued to Mr. Amore under the Company’s 2003 Non-Employee Director Equity Compensation Plan (“2003 Directors Plan”) which may not be sold or transferred until the vesting requirements are satisfied.

(2)

Includes 41,250 shares owned by various family related investments in which Mr. Galtney maintains a beneficial ownership and for which he serves as the General Partner. Also includes 2,614 restricted shares issued to Mr. Galtney under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements are satisfied.

(3)	Includes 2,614 restricted shares issued to Mr. Graf under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements are satisfied.

(4)	Includes 2,648 restricted shares issued to Ms. Hartzband under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements have been satisfied.

(5)	Includes 2,614 restricted shares issued to Ms. Losquadro under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements have been satisfied.

(6)	Includes 2,614 restricted shares issued to Mr. Singer under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements are satisfied.

(7)

Includes 19,330 shares owned by various family related trusts and investments in which Mr. Taranto maintains a beneficial ownership. Also, includes 500 restricted shares issued to Mr. Taranto under the 2003 Directors Plan, 782 restricted shares issued to Mr. Taranto under the Company’s 2010 Stock Incentive Plan and 1,332 restricted shares issued to Mr. Taranto under the Company’s 2020 Stock Incentive Plan which may not be sold or transferred until the vesting requirements are satisfied.

(8)	Includes 6,096 shares owned through family investments in which Mr. Weber maintains a beneficial ownership. Also, includes 2,614 restricted shares issued to Mr. Weber under the 2003 Directors Plan which may not be sold or transferred until the vesting requirements are satisfied.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned			Percent of Class
Everest International Reinsurance, Ltd.	9,719,971	(1)		19.6%
Seon Place, 141 Front Street, 4th Floor
Hamilton HM 19, Bermuda
The Vanguard Group	4,333,686	(2)		8.7%
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
BlackRock, Inc.	3,568,906	(3)		7.2%
55 East 52nd Street
New York, New York 10055

																		Change in
																		Pension Value
																		and Nonqualified
		Fees												Non-Equity				Deferred
		Earned or				Share				Option				Incentive Plan				Compensation				All Other
Name		Paid in Cash(1)				Awards(2)				Awards(3)				Compensation				Earnings				Compensation(4)				Total
Dominic J. Addesso		$	45,330			$	—			$	—			$	—			$	—			$	—			$	45,330
John J. Amore			125,000				325,091				—				—				—				16,573				466,664
William F. Galtney, Jr.			125,000				325,091				—				—				—				16,573				466,664
John A. Graf			125,000				325,091				—				—				—				10,997				461,088
Meryl Hartzband			125,000				325,091				—				—				—				16,573				466,664
Gerri Losquadro			125,000				325,091				—				—				—				16,573				466,664
Roger M. Singer			125,000				325,091				—				—				—				26,573				476,664
Joseph V. Taranto(5)			375,000				325,091				—				—				—				16,573				716,664
John A. Weber			125,000				325,091				—				—				—				26,573				476,664

(1)	During 2020, all of the directors elected to receive their compensation in cash except for Ms, Hartzband who received 616 shares in compensation for her services during the 1st, 2nd, 3rd and 4th quarter of 2020.

(2)

The amount shown is the aggregate grant date fair value of the 2020 grant computed in accordance with Financial Accounting Standards Board Statement Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) calculated by multiplying the number of shares by the fair market value (the average of the high and low of the Company’s stock price on the NYSE on the date of grant) (“FMV”). Each of the Non-Employee Directors was awarded 1,173 restricted shares on February 26, 2020 at FMV of $277.145. The aggregate number of restricted stock outstanding at year-end 2020 was 2,673 for all such directors, except for Meryl Hartzband who had 1,707 shares of restricted stock outstanding.

(3)	As of December 31, 2020, Mr. Amore has outstanding options to purchase 454 shares all of which are exercisable. This grant was awarded upon his appointment to the Board on September 19, 2012.

(4)	Dividends paid on each director’s restricted shares. For Messrs. Singer and Weber, also includes $10,000 in director fees for meetings attended as directors of both Bermuda Re and International Re.

(5)	Mr. Taranto’s compensation reflects his salary and share awards received as a non-executive employee of Everest Global.

---

Compensation Discuss and Analysis

•

Gross written premiums grew by 15% to $10.5 billion.

•

The Company earned $300.1 million in after-tax operating income5 representing a 3.4% after tax operating return on equity (“ROE”)6.

•

The Company returned $449 million in capital to shareholders during 2020 as follows:

---

•

No separate change-in-control (“CIC”) agreement for the CEO

•

CEO and all participants in the CIC Plan are subject to double-trigger provisions

•

No “gross-up” payments by the Company of any “golden parachute” excise taxes upon a change-in-control

•

No accelerated equity vesting in CEO’s employment agreement, except in the limited circumstance of a change-in-control followed by a termination (i.e. double trigger)

•

Incentive cash bonuses for all Named Executive Officers tied to specific Company financial performance metrics

•

For 2020, approximately 45% of Named Executive Officers’ long-term incentive compensation (excluding any Named Executive Officers no longer employed with the Company) is in the form of performance share units that can only be earned upon satisfaction of specific Company financial performance metrics over a 3 year period

•

Say on Pay Advisory Vote considered by shareholders annually

•

Stock ownership and retention guidelines for executive vice presidents and above

•

achieving a meaningful reduction in property catastrophe volatility from 2018 through year-end 2020 as a result of targeted underwriting actions;

•

record gross written premium of $3.2 billion for 2020 by Everest Insurance® reflecting a 15% year over year in growth;

•

record gross written premium of $7.3 billion for 2020 by the Everest Reinsurance Division reflecting a 15% increase year over year in growth, and one of the strongest recent renewal periods in many years;

•

improved attritional combined ratios for both Everest Insurance® (94.2%) and the Everest Reinsurance Division (85.2%);

•

increase in Book Value Per Share of 8.7%;

•

2020 cash flow from operations of $2.9 billion.

---

•

Compensation of executive officers is based on the level of job responsibility, contribution to the performance of the Company, individual performance in light of general economic and industry conditions, teamwork, resourcefulness and ability to manage our business.

•

Compensation awards and levels are intended to be reasonably competitive with compensation paid by organizations of similar stature to both motivate the Company’s key employees and minimize the potential for disruptive and costly key employee turnover.

•

Compensation is intended to align the interests of the executive officers with those of the Company’s shareholders by basing a significant part of total compensation on our executives’ contributions over time to the generation of shareholder value.

COMPONENT	FORM	KEY FEATURES
Base Salary	Cash	•    Intended to attract and retain top talent
		•    Generally positioned near the median of our pay level peer group, but varies with individual skills, experience, responsibilities and performance
Non-Equity Incentive Compensation	Cash	•    For 2020, the maximum potential bonus was tied to the Company Adjusted ROE. Final awards also consider achievement of individual non-financial goals
		•    All applicable Named Executive Officers (“NEOs”) were selected as participants in the Executive Performance Annual Incentive Plan (“Executive Incentive Plan”) for 2020 with the maximum bonus potential available for award to any participant in the Plan not to exceed $3.5 million

COMPONENT	FORM	KEY FEATURES
Non-Equity Incentive Compensation (continued)	Cash	•    Performance goals established at the beginning of each fiscal year
		•    No guaranteed minimum award
		•    Intended to motivate annual performance with respect to key financial measures, coupled with individual performance factors
Performance Share Units	Equity	•    Tied to the rate of annual operating ROE and cumulative growth in book value per share relative to our peer group over a three-year period
		•    Payouts range from 0% of target payout to 175% of target payout, depending on performance after 3 years
		•    Intended to motivate long-term performance with respect to key financial measures and align our NEOs’ interests with those of our shareholders
Restricted Shares	Equity	•    Vests at the rate of 20% per year after anniversary of grant over a five year period
		•    Intended to motivate long-term performance, promote appropriate risk-taking, align our NEOs’ interests with shareholders’ interests and promote retention

---

Alleghany Corporation	W. R. Berkley Corp.	Arch Capital Group, Ltd.
AXIS Capital Holdings, Limited	Cincinnati Financial Corp.	Chubb Limited
The Hanover Insurance Group, Inc.	Markel Corp.	The Hartford Financial Services Group, Inc.
Renaissance Re

---

2020 INCENTIVE-BASED BONUS TARGETS AND AWARDS
Named Executive Officer		Target Incentive Bonus (% Base Salary)				Target Incentive Bonus				Potential Maximum Incentive Bonus				Actual Bonus Award
Juan C. Andrade CEO			200	%		$	2,500,000			$	3,500,000			$	2,500,000
John P. Doucette President and CEO of the Reinsurance Division			130	%		$	1,137,500			$	1,750,000			$	820,000
Sanjoy Mukherjee Executive Vice President, General Counsel & Secretary			120	%		$	734,400			$	1,224,000			$	700,000
Craig Howie Former Executive Vice President, Chief Financial Officer			100	%		$	571,200			$	1,142,400			$	350,000
TOTAL						$	4,943,100			$	7,616,400			$	4,370,000

---

NAMED EXECUTIVE OFFICERS13
Target Award	Juan C. Andrade	John Doucette	Sanjoy Mukherjee	Craig Howie
2018 PSU		1,825	1,140	925
2019 PSU		1,980	1,290	1,005
2020 PSU	6,770	1,895	1,150	825

2018 PSU TARGET MEASURES
				Award Multiplier
	Weight	Performance Year	Target ROE	0%	25%	100%	175%
Operating ROE	50.0%
		2018	11%	<4%	4%	11%	>=16%
		2019	12.2%	<5.2%	5.2%	12.2%	>=17.2%
		2020	11.1%	<4.1%	4.1%	11.1%	>=16.1%
				Award Multiplier
	Weight	Performance Period	Target	0.0%	25%	100%	175%
3Yr Relative Change in BVPS to Peers	50.0%	2018 - 2020	Median	<26th%tile	26th%tile	Median	>=75th%tile

2019 PSU TARGET MEASURES
				Award Multiplier
	Weight	Performance Year	Target ROE	0%	25%	100%	175%
Operating ROE	60.0%
		2019	12.2%	<5.2%	5.2%	12.2%	>=17.2%
		2020	11.1%	<4.1%	4.1%	11.1%	>=16.1%
				Award Multiplier
	Weight	Performance Period	Target	0.0%	25%	100%	175%
3Yr Relative Change in BVPS to Peers	40.0%	2019 - 2021	Median	<26th%tile	26th%tile	Median	>=75th%tile

2020 PSU TARGET MEASURES
				Award Multiplier
	Weight	Performance Year	Target ROE	0%	25%	100%	175%
Operating ROE	60.0%
		2020	11.1%	<4.1%	4.1%	11.1%	>=16.1%
				Award Multiplier
	Weight	Performance Period	Target	0.0%	25%	100%	175%
3Yr Relative Change in BVPS to Peers	40.0%	2020 - 2022	Median	<26th %tile	26th %tile	Median	>=75th %tile

OPERATING ROE					Juan C. Andrade	John Doucette	Craig Howie	Sanjoy Mukherjee
					Target Award	Target Award	Target Award	Target Award
					N/A	1,825	925	1,140
	Target	Actual14	Earn Out %	Target Multiplier	Earned PSU	Earned PSU	Earned PSU	Earned PSU
2018 Period	11%	2.3%	16.7%	0%		0	0	0
2019 Period	12.2%	10.3%	16.7%	79.6%		243	123	152
2020 Period	11.1%	8.4%	16.7%	71.1%		217	110	136

OPERATING ROE					Juan C. Andrade	John Doucette	Craig Howie	Sanjoy Mukherjee
					Target Award	Target Award	Target Award	Target Award
					N/A	1,980	1,005	1,290
	Target	Actual	Earn Out %	Target Multiplier	Earned PSU	Earned PSU	Earned PSU	Earned PSU
2019 Period	12.2%	10.3%	20%	79.6%		316	161	206
2020 Period	11.1%	8.4%	20%	71.1%		282	143	184

OPERATING ROE					Juan C. Andrade	John Doucette	Craig Howie	Sanjoy Mukherjee
					Target Award	Target Award	Target Award	Target Award
					6,770	1,895	825	1,150
	Target	Actual	Earn Out %	Target Multiplier	Earned PSU	Earned PSU	Earned PSU	Earned PSU
2020 Period	11.1%	8.4%	20%	71.1%	963	270	118	164

Alleghany Corporation	W. R. Berkley Corp.	Arch Capital Group, Ltd.
AXIS Capital Holdings, Limited	Cincinnati Financial Corp.	Chubb Limited
The Hanover Insurance Group, Inc.	Markel Corp.	The Hartford Financial Services Group, Inc.
Renaissance Re

2018 PSU (BVPS)					John Doucette	Craig Howie	Sanjoy Mukherjee
					Target Award	Target Award	Target Award
					1,825	925	1,140
		Weight		Award Multiplier	Earned PSU	Earned PSU	Earned PSU
2018-2020 Period		50.0%		121%15	1,105	560	690

	John Doucette	Craig Howie		Sanjoy Mukherjee
2018 PSU Target Award	1,825	925		1,140
Total 2018 Operating ROE PSU Earned	460	233		288
Total 2018 BVPS PSU Earned	1,105	560		690
Total PSU Earned	1,565	793		978

---

•

investments in our business in the form of human capital and intellectual resources;

•

reserving methodologies and reserve positions;

•

diversification of risk within our insurance and reinsurance portfolios;

•

capital management strategies;

•

long-term strategic growth initiatives; and

•

creativity in the development of new products.

•

executive officer’s performance against individual goals;

•

individual effort in achieving company goals;

•

effectiveness in fostering and working within a team-oriented approach;

•

creativity, demonstrated leadership traits and future potential;

•

level of experience;

•

areas of responsibility; and

•

total compensation relative to the executive’s internal peers.

Name	Title/Business Unit		Annual Base Salary				Incentive Cash Bonus				Time-Vested Equity Award				Performance- Based Equity Award				Total Direct Compensation
Juan C. Andrade	President and CEO		$	1,250,000			$	2,500,000			$	2,000,000			$	2,000,000			$	7,750,000
John P. Doucette	Executive Vice President and President and CEO of the Reinsurance Division			875,000				820,000				787,500				525,000				3,007,500
Craig Howie	Former Executive Vice President and Chief Financial Officer			571,200				350,000				—				—				921,200
Sanjoy Mukherjee	Executive Vice President and General Counsel, Secretary			612,000				700,000				585,000				390,000				2,287,000
Mark Kociancic17	Executive Vice President and Chief Financial Officer			875,000				500,000				992,160				495,340				2,862,500

---

•

the 2020 operating plan,

•

the average operating return on equity achieved over several market cycles,

•

the average operating return on equity among the Company peer group, and

•

the fact that the Company operates in an increasingly competitive and challenging market cycle, highlighted by non-traditional capital providers and a historically low interest rate environment.

Performance Level		Financial Performance Measure (ROE)			Potential Maximum Bonus
Maximum		>=16.1%			$3.5 million
Target			11.1%		200% of Base Salary
Threshold			4.1%		50% of Base Salary
Below Threshold		<4.1%			Zero

Performance Measure		2020 Plan ROE (Target)				2020 Adjusted ROE				Percentage of Base Salary Maximum Bonus				Resulting Maximum Bonus Potential
Operating ROE			11.1	%			8.0	%			50	%		$	834,821

Non-Financial Performance Measure		Maximum Bonus Potential
50% of 280% Base Salary Bonus Maximum		$	1,750,000

Performance Measure		2020 Plan ROE (Target)				2020 Adjusted ROE				Resulting Maximum Bonus Potential
Operating ROE			11.1	%			8.0	%		$	834,821
Non-Financial										$	1,750,000
Total Potential Cash Bonus										$	2,584,821

Non-Financial Goals & Accomplishments

Performance Level		Financial Performance Measure (ROE)			Potential Maximum Bonus for each NEO
					JOHN DOUCETTE					CRAIG HOWIE					SANJOY MUKHERJEE
Maximum		>=16.1%			200% Base Salary		$	1,750,000		200% Base Salary		$	1,142,400		200% Base Salary		$	1,224,000
Target			11.1%		130% Base Salary		$	1,137,500		100% Base Salary		$	571,200		120% Base Salary		$	734,400
Threshold			4.1%		25% Base Salary		$	218,750		25% Base Salary		$	142,800		25% Base Salary		$	153,000
Below Threshold		<4.1%			Zero		$	0		Zero		$	0		Zero		$	0

										JOHN DOUCETTE				CRAIG HOWIE				SANJOY MUKHERJEE
Financial Performance Measure (ROE)		2020 Plan ROE (Target)				2020 Adjusted ROE				Resulting Maximum Bonus Potential				Resulting Maximum Bonus Potential				Resulting Maximum Bonus Potential
70.0%			11.1	%			8.0	%		$	511,438			$	267,036			$	333,846

Non-Financial Performance Measure		JOHN DOUCETTE				CRAIG HOWIE				SANJOY MUKHERJEE
30% of 200% Base Salary Bonus Maximum		$	525,000			$	342,720			$	367,200

										JOHN DOUCETTE				CRAIG HOWIE				SANJOY MUKHERJEE
Performance Measure		2020 Plan ROE (Target)				2020 Adjusted ROE				Resulting Maximum Bonus Potential				Resulting Maximum Bonus Potential				Resulting Maximum Bonus Potential
Operating ROE			11.1	%			8.0	%		$	511,438			$	267,036			$	333,846
Non-Financial										$	525,000			$	342,720			$	367,200
Total Maximum Bonus										$	1,036,438			$	609,756			$	701,046

Non-Financial Goals & Accomplishments

72 Everest Re Group, Ltd.

Non-Financial Goals & Accomplishments

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Non-Financial Goals & Accomplishments

																							Change in Pension
																							Value and
											Stock Awards												Nonqualified
Name and											Restricted				Performance				Non-Equity				Deferred
Principal											Stock				Share Unit				Incentive Plan				Compensation				All Other
Position	Year		Salary				Bonus				Awards(1)				Awards(2)				Compensation				Earnings(3)				Compensation(4)				Total
Juan C. Andrade
CEO and President
2020			$	1,298,077			$	—				1,876,272			$	1,876,272			$	2,500,000			$	—			$	512,591			$	8,063,212
John P. Doucette
Executive Vice President and President and CEO of Reinsurance Division
2020			$	908,654			$	—			$	788,478			$	525,190			$	820,000			$	454,247			$	217,281			$	3,713,850
2019				853,461				—				1,938,900				442,431				920,000				478,661				150,659				4,784,112
2018				823,077				—				664,149				442,362				400,000				(78,346	)			169,933				2,421,175
Craig Howie
Former Executive Vice President and Chief Financial Officer
2020			$	587,957			$	—			$	457,289			$	228,645			$	350,000			$	—			$	140,279			$	1,764,170
2019				556,000				—				448,017				224,567				500,000				—				117,025				1,845,609
2018				555,154				—				448,422				224,211				250,000				—				128,738				1,606,525
Mark Kociancic
Executive Vice President and Chief Financial Officer
2020			$	201,923			$	—			$	5,000,048			$	—			$	500,000			$	—			$	89,743			$	5,791,714
Sanjoy Mukherjee
Executive Vice President, General Counsel and Secretary
2020			$	632,307			$	—			$	478,075			$	318,717			$	700,000			$	724,858			$	138,885			$	2,992,842
2019				593,268				—				1,232,404				288,251				625,000				376,429				248,415				3,363,767
2018				558,038				—				414,487				276,325				400,000				(67,805	)			252,153				1,833,198
Jonathan Zaffino
Former Executive Vice President and President and CEO of Everest Insurance®
2020			$	441,538			$	—			$	800,949			$	400,475			$	—			$	—			$	139,671			$	1,782,633
2019				686,923				—				1,611,147				280,430				1,082,000				—				141,436				3,801,936
2018				573,077				—				481,144				241,178				550,000				—				110,003				1,955,402

(1)	The amounts are the aggregate grant date fair value for restricted awards granted during 2020 computed in accordance with FASB ASC Topic 718. Restricted shares vest at the rate of 20% per year over five years.

(2)

The amounts are the aggregate grant date fair value for performance share unit awards granted during 2020 computed in accordance with FASB ASC Topic 718, at the target achievement percentage (100%). The performance achievement factor can range between 0% and 175% of the target grant. If the participants achieved the maximum performance achievement factor, the value of the performance share unit grants would be follows: Mr. Andrade $3,283,475; Mr. Doucette $919,082; Mr. Howie $400,128; Mr. Mukherjee $557,754 and Mr. Zaffino $700,830.

(3)

Represents the aggregate change in the present value of the officers’ accumulated benefit under the qualified and supplemental pension plans from December 31, 2019 to December 31, 2020. Earnings on the Supplemental Savings Plan are not included as they are invested in the same investment offerings as the qualified savings plan and are not preferential. Proxy Statement 77

		Andrade				Doucette				Howie				Kociancic				Mukherjee				Zaffino
Life insurance premiums		$	1,008			$	1,008			$	1,008			$	168			$	1,008			$	504
Employer Matching Contributions (Qualified and Non-qualified)			38,839				26,724				17,567				6,058				18,437				11,400
Dividends on Restricted Shares			268,032				80,820				34,491				32,550				51,378				36,354
Employer Discretionary Contribution(5)			192,712				108,729				87,213				14,135				68,062				91,413

(4)	The amounts reported for 2020 for Messrs. Andrade and Kociancic include car allowances of $12,000 for Mr. Andrade and $2,000 for Mr. Kociancic. Additionally, the amount reported for Mr. Kociancic includes $34,832 for sign-on relocation expenses.

(5)

Messrs. Andrade, Howie, Kociancic and Zaffino are not participating in the Retirement Plan or Supplemental Retirement Plan, and instead receive an additional qualified plan contribution pursuant to the revision of the Company’s Savings Plan that is applicable to those employees hired after April 1, 2010.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards																Grant Date Fair Value of Stock Awards
Name	Grant Date		Threshold				Target				Maximum				Threshold				Target(4)				Maximum(5)				All Other Stock Awards: Number of Shares of Stock or Units(2)				Restricted Stock Awards(3)				PSU Awards(6)
Juan C. Andrade	2/26/2020			—			$	2,500,000			$	3,500,000				—				6,770				11,848				6,770			$	1,876,272			$	1,876,272
John P. Doucette	2/26/2020			—				1,137,500				1,750,000				—				1,895				3,316				2,845				788,478				525,190
Craig Howie	2/26/2020			—				571,200				1,142,400				—				825				1,444				1,650				457,289				228,645
Mark Kociancic	11/18/2020			—				1,137,500				1,750,000				—				—				—				21,000				5,000,048				—
Sanjoy Mukherjee	2/26/2020			—				734,400				1,224,000				—				1,150				2,013				1,725				478,075				318,717
Jonathan Zaffino	2/26/2020			—				—				—				—				1,445				2,529				2,890				800,949				400,475

(1)

Potential awards to be made pursuant to the Executive Performance Annual Incentive Plan. The actual award is shown in the “Non-Equity Incentive Compensation Plan” column of the Summary Compensation Plan table, and Jonathan Zaffino’s estimated future awards are not shown because he is no longer employed by the Company.

(2)

This column shows the number of restricted shares granted in 2020 to the Named Executive Officers pursuant to the 2010 Stock Incentive Plan for grants made on February 26, 2020 and pursuant to the 2020 Stock incentive Plan for grants made on November 18, 2020. Restricted shares vest at the rate of 20% per year over five years. During the restricted period, quarterly dividends are paid to the Named Executive Officer.

(3)	The grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718.

(4)	This column shows the number of performance share units outstanding at December 31, 2020 for each Named Executive Officer pursuant to the 2010 Stock Incentive Plan, assuming achievement at the target level (100%). Performance share units vest 100% after three years.

(5)	This column shows the number of performance share units outstanding at December 31, 2020 for each Named Executive Officer pursuant to the 2010 Stock Incentive Plan, assuming achievement at the maximum level (175%). Performance share units vest 100% after three years.

(6)	The grant date fair value of each equity award calculated in accordance with FASB ASC 718.

		Stock Awards(1)
		Restricted Stock Awards								PSU Awards
Name		Number of Shares or Units of Stock That Have Not Vested(1)				Market Value of Shares or Units of Stock That Have Not Vested(2)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)
Juan C. Andrade			37,474			$	8,772,289				5,416			$	1,267,831
John P. Doucette			12,317				2,883,287				2,704				632,979
Craig Howie			5,563				1,302,243				1,262				295,422
Mark Kociancic			21,000				4,915,890				—				—
Sanjoy Mukherjee			7,836				1,834,329				1,694				396,548
Jonathan Zaffino			—				—				—				—

(1)	Restricted shares vest at the rate of 20% annually over a five year period. Grant dates for the restricted shares are in the table that follows.

(2)	Determined by multiplying the NYSE December 31, 2020 closing price of $234.09 by the number of outstanding restricted share awards or by the number of both unvalued and unvested performance share unit awards.

(3)	PSU awards vest over a three-year performance period.

Grant Date	2/24/2016	2/22/2017	2/21/2018	2/27/2019	9/18/2019	11/19/2019	2/26/2020	11/18/2020
Juan C. Andrade
Restricted Share Awards	—	—	—	—	30,704	—	6,770	—
PSU Awards	—	—	—	—	—	—	6,770	—
John P. Doucette
Restricted Share Awards	594	1,026	1,644	2,376	—	3,832	2,845	—
PSU Awards	—	—	1,825	1,980	—	—	1,895	—
Craig Howie
Restricted Share Awards	457	742	1,110	1,604	—	—	1,650	—
PSU Awards	—	—	925	1,005	—	—	825	—
Mark Kociancic
Restricted Share Awards	—	—	—	—	—	—	—	21,000
PSU Awards	—	—	—	—	—	—	—	—
Sanjoy Mukherjee
Restricted Share Awards	431	702	1,026	1,548	—	2,404	1,725	—
PSU Awards	—	—	1,140	1,290	—	—	1,150	—

		Share Awards								Share Awards
Name		Number of Shares Acquired on Settlement				Value Realized Settlement(1)				Number of Shares Acquired on Vesting				Value Realized on Vesting(2)
Juan C. Andrade			—				—				7,676			$	1,561,932
John P. Doucette			764			$	211,739				3,811			$	1,022,911
Craig Howie			554			$	153,538				2,060			$	579,012
Mark Kociancic			—				—				—				—
Sanjoy Mukherjee			523			$	144,947				2,533			$	681,748
Jonathan Zaffino			509			$	141,067				2,098			$	588,337

(1)	Amount reflects the aggregate market share value on the day of settlement of the award.

(2)	Amount reflects the aggregate market share value on the day that the restricted shares vest.

					Number of				Present Value				Payments
					Years Credited				of Accumulated				During
Name			Plan Name		Service				Benefit(1)				Last Fiscal Year
Juan C, Andrade		Retirement Plan				N/A			$	—			$	—
Supplemental Plan										—				—
John P. Doucette		Retirement Plan				12.3				847,216				—
Supplemental Plan										2,519,990				—
Craig Howie		Retirement Plan				N/A				—				—
Supplemental Plan										—				—
Mark Kociancic		Retirement Plan				N/A				—				—
Supplemental Plan										—				—
Sanjoy Mukherjee		Retirement Plan				20.5				1,461,376				—
Supplemental Plan										3,078,438				—
Jonathan Zaffino		Retirement Plan				N/A				—				—
Supplemental Plan										—				—

(1)

The table employs the discount rate of 2.55% at December 31, 2020 and 3.28% at December 31, 2019 for the Retirement Plan and pre-retirement Supplemental Plan. Post retirement, the Supplemental Plan discount rate is 5% for both years. The Mortality Table used for 12/31/2020 is the Pri-2012 White Collar Table with Scale MP-2020 for the Qualified Plan projected to executive’s assumed retirement age. Updated Table 417(e) Mortality is used for the Supplemental Plan post-retirement projected to executive’s assumed retirement age. For 12/31/2019, the Mortality Table used is the Pri-2012 White Collar Table with Scale MP-2019 for the Qualified Plan projected to executive’s assumed retirement age. Updated Table 417(e) Mortality is used for the Supplemental Plan post-retirement projected to executive’s assumed retirement age. The payment form assumes 50% Joint and Survivor for the Retirement Plan (wives assumed to be 4 years younger than their husbands) unless final benefit election has already been made, single life annuity for the Supplemental Plan at earliest unreduced retirement age.

		Executive				Registrant				Aggregate				Aggregate				Aggregate
		Contributions in				Contributions in				Earnings in				Withdrawal/				Balance at Last
Name		Last Fiscal Year(2)				Last Fiscal Year(2)				Last Fiscal Year				Distributions				Fiscal Year-End(3)
Juan C. Andrade
Everest Re Supplemental
Savings Plan		$	30,289			$	203,050			$	238			$	—			$	246,677
John P. Doucette
Everest Re Supplemental
Savings Plan			18,173				126,902				174,642				—				903,611
Craig Howie
Everest Re Supplemental
Savings Plan			9,089				73,325				159,929				—				962,193
Mark Kociancic
Everest Re Supplemental
Savings Plan			—				—				—				—				—
Sanjoy Mukherjee
Everest Re Supplemental
Savings Plan			9,886				77,948				150,498				—				586,780
Jonathan Zaffino
Everest Re Supplemental
Savings Plan			4,015				78,328				86,743				—				477,065

(1)

The Supplemental Savings Plan has the same investment elections as the Company’s 401(k) plan and is designed to allow each participant to contribute a percentage of his base salary and receive a company match beyond the contribution limits prescribed by the Code with regard to 401(k) plans. When the annual IRS 401(a) (17) compensation maximum is reached under the qualified savings plan, eligible employees may contribute to the Supplemental Savings Plan which allows for up to a 3% employee contribution and a 3% company match plus an additional discretionary contribution by the Company. Withdrawal is permitted only upon cessation of employment.

(2)	All of the amounts reported in this column are included in the 2020 Summary Compensation Table.

(3)

The amounts reported in this column represent the aggregate balances from the Everest Re Supplemental Savings Plan, and such amounts include a combination of: (i) contributions that were reported previously in the Summary Compensation Table as Salary and Non-Equity Incentive Compensation (if such amounts were contributed by the Executive) and All Other Compensation (if such amounts were contributed by the Registrant), and (ii) earnings on such contributions that were not reported in the Summary Compensation Table.

Fiscal Year		2020				2020
Employee		Median Employee				CEO
Annual Base Salary		$	124,800			$	1,250,000
Bonus Paid March 2021		$	13,000			$	2,500,000
Res Share Value Granted Feb. 2020		$	0			$	1,875,000
Perf Share Target Value Granted Feb. 2020		$	0			$	1,875,000
Pension Value and Nonqualified Deferred Comp Earnings PY 2020		$	0			$	0
All Other Compensation PY 2020		$	7,708			$	500,590
Total Comp		$	145,508			$	8,000,590

•

Date selected to determine employee population for purposes of identifying the median employee– December 1, 2020.

•

Median employee identified using Total Compensation, which includes base salary, bonus, and stock awards (if any) as well as any other compensation.

•

Employees from all Everest locations included in calculation to identify median.

•

Salaries, bonuses and stock for Non-US employees converted to USD (12/1/2020 conversion rates).

•

Salaries for part-time employees annualized to a full-time equivalent.

•

Annual salary, bonus and stock target amounts were included for mid-year hired employees who were not otherwise eligible to participate in the full 2020 annual compensation review process.

•

“All Other Compensation” includes life insurance premiums, employer matching contributions (qualified and non-qualified), dividends on restricted shares and employer discretionary contributions. Proxy Statement 83

Name		PSU				Restricted Shares				Total
Juan C. Andrade		$	1,508,410			$	8,772,289			$	10,280,699
John P. Doucette			1,214,302				2,883,287				4,097,589
Craig W. Howie			585,387				1,302,243				1,887,629
Mark Kociancic			—				4,915,890				4,915,890
Sanjoy Mukherjee			762,515				1,834,329				2,596,844

Name	Incremental Benefit		Termination Without Cause or Resignation for Good Reason								Termination Following Change in Control
Juan C. Andrade                                           Cash Payment			$	5,000,000	(1)						$	6,745,193	(5)
Restricted Stock Value				7,187,499	(2)							8,772,289	(6)
PSU Value				225,357	(3)							225,357	(7)
Benefits Continuation				55,485	(4)							39,000
Pension Enhancement				—								—
Total Value			$	12,468,341							$	15,781,839	(8)
John P. Doucette                                          Cash Payment			$	2,570,000	(1)						$	3,170,128	(5)
Restricted Stock Value				883,924	(2)							2,883,287	(6)
PSU Value				1,202,485	(3)							1,202,485	(7)
Benefits Continuation				24,589	(4)							35,000
Pension Enhancement				—								803,000
Total Value			$	4,680,998							$	8,093,900	(8)
Craig Howie                                                  Cash Payment			$	1,492,400	(1)						$	2,002,074	(5)
Restricted Stock Value				451,560	(2)							1,302,243	(6)
PSU Value				579,783	(3)							579,783	(7)
Benefits Continuation				24,201	(4)							35,000
Pension Enhancement				—								334,000
Total Value			$	2,547,944							$	4,253,100	(8)
Mark Kociancic                                            Cash Payment			$	2,250,000	(1)						$	2,750,000	(5)
Restricted Stock Value				983,178	(2)							4,915,890	(6)
PSU Value				—								—
Benefits Continuation				27,743	(4)							39,000
Pension Enhancement				—								385,000
Total Value			$	3,260,921							$	8,089,890	(8)

(1)

Pursuant to the terms of the Mr. Andrade’s employment agreement, he would be paid a separation allowance in equal installments over a 24 month period equal to two times his base salary. Messrs. Doucette, Mukherjee, Kociancic, and Howie would each be paid two times his base salary over a 12 month period. All would receive any annual incentive bonus earned but not yet paid for the completed full fiscal year prior to termination.

(2)

Pursuant to the terms of the Named Executive Officer’s employment agreement, unvested restricted stock will continue to vest in accordance with its terms in the 12 month period following termination for Messrs. Doucette, Howie, Kociancic, and Mukherjee. For Mr. Andrade, unvested stock would vest immediately for the portions related to his initial $10 million equity grant.

(3)

Under the terms of their respective employment agreements, Messrs. Howie, Doucette, and Mukherjee would receive the PSU installments pursuant to achieved performance goals throughout the life of the PSU. Messrs. Andrade, and Kociancic would receive the PSU installments pursuant to any performance goals achieved prior to departure from the Company. The remaining PSU installments will vest pursuant to the Performance Stock Unit Award Agreement terms and are valued at the target performance (100%) for purpose of this table.

(4)

Pursuant to the terms of the Named Executive Officer’s employment agreement, he shall continue to participate in the disability and life insurance programs until the earlier of a certain number of months or his eligibility to be covered by comparable benefits of a subsequent employer and he will receive a cash payment to enable him to pay for medical and dental coverage for a certain number of months. For Mr. Andrade, the number is 24, and for Messrs. Doucette, Mukherjee, Kociancic, and Howie, it is 12.

(6)	The unvested equity awards for each Named Executive Officer are valued at the NYSE closing price of $234.09 at 2020 year end as if all vested on December 31, 2020.

(7)

In the event of a Change in Control, the Company may elect to continue the Performance Stock Awards subject to the 2010 Stock Incentive Plan and Performance Stock Unit Award Agreement. According to the award agreement, completed installments are valued according to the actual achievement factor, and the remaining installments are valued at the target performance (100%).

(8)

The Senior Executive Change of Control Plan includes a “Best Net” provision regarding the determination and treatment of parachute payments that could potentially result in a reduced figure based on each participant’s relevant circumstances as calculated by an accounting firm agreed to by the participant and the Company. Under the provision, in lieu of an automatic reduction in benefits in the event of an excess parachute payment that triggers the excise tax, benefits are reduced to avoid an excess parachute payment only if doing so results in a higher after-tax benefit to the participant.

90 Everest Re Group, Ltd.

	By Order of the Board of Directors
	Sanjoy Mukherjee
	Executive Vice President,
	General Counsel and Secretary
April 9, 2021