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The following is an excerpt from a DEF 14A SEC Filing, filed by VALIDUS HOLDINGS LTD on 3/23/2011.
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VALIDUS HOLDINGS LTD - DEF 14A - 20110323 - CERTAIN_RELATIONSHIPS

 
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.”


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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
 
I.   Election of Directors
 
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


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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


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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.
 
II.   Election of Subsidiary Directors
 
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.
 


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Validus Reinsurance, Ltd.
Validus Amalgamation Subsidiary Ltd.
IPCRe Limited
IPC Underwriting Services Ltd.
Edward J. Noonan
Joseph E. (Jeff) Consolino
C. Jerome Dill
Stuart W. Mercer
Conan M. Ward
  Talbot Underwriting Ltd.
C.N. Rupert Atkin
Peter A. Bilsby
Michael E.A. Carpenter
Jane S. Clouting
Joseph E. (Jeff) Consolino
Mark S. Johnson
Anthony J. Keys
Gillian S. Langford
Edward J. Noonan
Julian G. Ross
James E. Skinner
Verner G. Southey
Nigel D. Wachman
     
AlphaCat Reinsurance Ltd.
Edward J. Noonan
Joseph E. (Jeff) Consolino
C. Jerome Dill
Stuart W. Mercer
Lixin Zeng
  Validus Ventures Ltd.
Validus Managers Ltd.
Edward J. Noonan
Joseph E. (Jeff) Consolino
C. Jerome Dill
Stuart W. Mercer
Lixin Zeng
     
AlphaCat Fund Ltd.
Edward J. Noonan
Joseph E. (Jeff) Consolino
C. Jerome Dill
Stuart W. Mercer
Lixin Zeng
Kerry A. Emanuel
  AlphaCat Master Fund Ltd.
AlphaCat High Return Fund Ltd.
Edward J. Noonan
Joseph E. (Jeff) Consolino
C. Jerome Dill
Stuart W. Mercer
Lixin Zeng
     
Validus Re Europe Ltd.
Edward J. Noonan
Joseph E. (Jeff) Consolino
Michael Greene
Jean-Marie Nessi
  Validus Re Chile S.A.
Underwriting Risk Services S.A.
Rafael Saer
Andrew Downey
Rodrigo Castro
     
Validus Research Inc.
C.N. Rupert Atkin
Patrick G. Barry
Stuart W. Mercer
Edward J. Noonan
Conan M. Ward
Lixin Zeng
  Underwriting Risk Services Ltd.
C.N. Rupert Atkin
Julian P. Bosworth
Michael E.A. Carpenter
Jane S. Clouting
Nicholas Hales
Anthony J. Keys
Paul J. Miller
Nigel D. Wachman
     
Talbot Underwriting Services Ltd.
C.N. Rupert Atkin
Jane S. Clouting
Michael E.A. Carpenter
Nigel D. Wachman
  Talbot 2002 Underwriting Capital Ltd.
C.N. Rupert Atkin
Michael E.A. Carpenter
Jane S. Clouting
Nigel D. Wachman
     
Talbot Underwriting Holdings Ltd.
C.N. Rupert Atkin
Michael E.A. Carpenter
Joseph E. (Jeff) Consolino
Edward J. Noonan
Nigel D. Wachman
  Talbot Underwriting Capital Ltd.
C.N. Rupert Atkin
Michael E.A. Carpenter
Jane S. Clouting
Nigel D. Wachman

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Underwriting Risk Services Italia SRL
Nicholas J. Hales
  Talbot Risk Services Pte. Ltd.
C.N. Rupert Atkin
Michael E.A. Carpenter
Joseph E. (Jeff) Consolino
Edward J. Noonan
Jonathan D. Ewington
     
Talbot Holdings Ltd.
Talbot Capital Ltd.
Talbot Insurance (Bermuda) Ltd.
Edward J. Noonan
Joseph E. (Jeff) Consolino
C. Jerome Dill
Stuart W. Mercer
Conan M. Ward
  Marinasure Ltd.
Michael E.A. Carpenter
Yachtsure Ltd.
C.N. Rupert Atkin
Michael E.A. Carpenter
Nicholas J. Hales
Paul J. Miller
     
Underwriting Risk Services Holdings (Bermuda) Ltd.
Joseph E. (Jeff) Consolino
Andrew M. Gibbs
Nicholas J. Hales
Robert F. Kuzloski
Edward J. Noonan
  Other non-U.S. subsidiaries as required or designated under bye-law 49B (except as otherwise
indicated in this Item II)
Edward J. Noonan
Joseph E. (Jeff) Consolino
C. Jerome Dill
Stuart W. Mercer
Conan M. Ward
 
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

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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.
 
Jane S. Clouting has been with Talbot since 1992 and holds the positions of Company Secretary and Compliance Officer. She 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.
 
Joseph E. (Jeff) Consolino was appointed President of the Company on November 15, 2010 and continues to serve as the Company’s Chief Financial Officer, a position that he has held since March 2006. Prior to joining the Company, Mr. Consolino served as a managing director in Merrill Lynch’s investment banking division. He serves as a Director of National Interstate Corporation, a property and casualty company based in Ohio and of AmWINS Group, Inc., a wholesale insurance broker based in North Carolina.
 
C. Jerome Dill has been executive vice president and general counsel of the Company since April 1, 2007. Prior to joining the Company, Mr. Dill was a partner with the law firm of Appleby Hunter Bailhache, which he joined in 1986. Mr. Dill serves on the Board of Directors of Bermuda Commercial Bank.
 
Andrew Downey has been the Executive Vice President and Chief Executive Officer of Validus Reaseguros, Inc. since September of 2007. Prior to that, Mr. Downey served in a variety of positions in the reinsurance and brokerage industries, most recently serving as Senior Vice President-Underwriting Manager/Latin American & Caribbean Division of Transatlantic Reinsurance Company. Mr. Downey has approximately 20 years of experience in the reinsurance industry.
 
Dr. Kerry Emanuel is a professor of atmospheric science at the Massachusetts Institute of Technology, where he has been on the faculty since 1981, after spending three years as a faculty member at UCLA. He is the author or co-author of over 100 peer-reviewed scientific papers, and two books, including Divine Wind: The History and Science of Hurricanes , recently released by Oxford University Press and aimed at a general audience, and What We Know about Climate Change , published by the MIT Press. Dr. Emanuel has a graduate degree from Massachusetts Institute of Technology, Ph.D. in Meteorology and an undergraduate degree from Massachusetts Institute of Technology, S.B. Earth and Planetary Sciences.
 
Jonathan D. Ewington joined Talbot in 1994.  During the period 1994 to 2008 John has worked with the energy underwriting team progressing from Underwriting Assistant to Class Underwriter. In April 2008 John was seconded to Talbot Risk Services Pte Ltd in Singapore as Energy Underwriter and is now Chief Executive Officer of the Singapore office.
 
Andrew M. Gibbs serves as Executive Vice President and Controller of the Company. Mr. Gibbs is a Fellow of the Institute of Chartered Accountants in England & Wales, Associate of the Chartered Insurance Institute. Mr. Gibbs has over twenty years experience in the insurance and reinsurance industry. Mr. Gibbs is a former partner with Ernst & Young and prior to joining the Company served as Chief Financial Officer of the Global Re segment of the ACE Group operations.
 
Michael Greene is a business consultant and independent non-executive director of several companies based in Ireland, the UK and US. He is involved with the insurance, reinsurance, funds, banking and private equity industries as well as life sciences and ICT. His background is in the legal profession having served as a partner, Head of the Corporate and Banking Department and Chairman of a 600 person law firm based in Dublin, A&L Goodbody which he serves as a consultant.
 
Nicholas J. Hales joined the Talbot group in July 1999 as the managing director of its multi-line underwriting insurance agency.
 
Mark S. Johnson ACII joined the Talbot group in March 1994 as the underwriter writing Financial Institution risks. He was appointed as a director in 2001 and was recently appointed as Underwriting Risk Officer responsible for managing the underwriting risks of the business. Mark also sits as the Deputy Chairman of the Non Marine Committee at Lloyd’s, was the immediate past Chairman of the Lloyds Financial Institutions Business Panel and is a member of the court of the Worshipful Company of Woolmen.


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Anthony J. Keys Having been development and finance director of two publicly listed Lloyd’s insurance broking groups, Tony Keys became a consultant to Lloyd’s in 1993 as manager of the project to formulate the rules to allow corporate membership of the Lloyd’s market. Following the completion of this project, he joined the board of Limit plc, then the largest corporate member of Lloyd’s, as a non-executive director, becoming finance director in 1997 and 1998. Since then he has been a non-executive director of a number of Lloyd’s managing agencies and insurance brokers. Tony is also Chairman of the Talbot Underwriting Ltd Audit Committee. Other relevant directorships: Non-Executive Director & Chairman of RiverStone Managing Agency Ltd.
 
Robert F. Kuzloski serves as Executive Vice President and Chief Corporate Legal Officer of the Company. Prior to joining the Company, Mr. Kuzloski served as the Senior Vice President and Assistant General Counsel of XL Capital Ltd. Prior to that Mr. Kuzloski worked as an attorney at the law firm of Cahill Gordon & Reindel LLP where he specialized in general corporate and securities law, mergers and acquisitions and corporate finance.
 
Gillian S. Langford joined the Talbot group in July 2002 as Head of Claims of the group’s Managing Agency.
 
Stuart W. Mercer has been executive vice president and chief risk officer of the Company since its formation. Mr. Mercer has over 18 years of experience in the financial industry focusing on structured derivatives, energy finance and reinsurance. Previously, Mr. Mercer was a senior advisor to DTE Energy Trading.
 
Paul J. Miller joined the Talbot group in January 1995, then the Venton group of companies. He is currently the Director of Underwriting of the group’s multi-line underwriting insurance agency. Paul is the Yacht market representative on the London Market Joint Hull Committee and the Lloyd’s Market representative on the IUMI Inland Fishing Vessel and Yacht Committee.
 
Edward J. Noonan. See the biographical information for Mr. Noonan in Proposal I.
 
Jean-Marie Nessi. See the biographical information for Mr. Nessi in Proposal I.
 
Julian G. Ross has been the Chief Risk Officer of Validus Holdings, Ltd. since January 2010. Previously, Mr. Ross held a number of senior positions within the Risk and Actuarial functions of Talbot Underwriting Ltd. (“Talbot”) one of the primary operating subsidiaries of Validus. Most recently, Mr. Ross was Talbot’s Chief Risk Officer following twelve years as Talbot’s Chief Actuary, from 1997 to 2009. Mr. Ross is a Fellow of the Institute of Actuaries and has over 20 years of actuarial and risk management experience.
 
Rafael Saer has served as the Chief Operating Officer of Validus Reaseguros, Inc. since 2008. Prior to that, Mr. Saer served in a variety of positions in the reinsurance industry, most recently serving as Chief Executive Officer of Flagstone Underwriters Latin America. Mr. Saer has over 20 years of experience in the reinsurance industry.
 
James E. Skinner has been instrumental in the development of syndicate 1183 since its inception, having worked closely with Rupert Atkin (now the Chief Executive Officer of Talbot Underwriting Ltd) since 1990. He was appointed Head of the Marine Underwriting unit of the syndicate in 2002 and then appointed Active Underwriter of the Syndicate in November 2007.
 
Verner G. Southey was appointed as a Non Executive of Talbot Underwriting Ltd in September 1996. In addition to his role as a non-executive director Verner also sits on the Talbot Audit Committee. Other relevant directorships: Non-Executive Director of ARK Syndicate Management Ltd and Capita Syndicate Management Ltd. Verner is also a consultant in the legal firm of Barlow Lyde & Gilbert.
 
Nigel D. Wachman ACA has been Chief Financial Officer with Talbot since 2000. Nigel 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.
 
Conan M. Ward currently serves as Executive Vice President of the Company and Chief Executive Officer of Validus Re. Mr. Ward served as Executive Vice President and Chief Underwriting Officer of the Company from January 2006 until July of 2009. Mr. Ward has over 16 years of insurance industry experience. Mr. Ward was executive vice president of the Global Reinsurance division of Axis Capital Holdings, Ltd. from November 2001 until November 2005, where he oversaw the division’s worldwide property catastrophe, property per risk, property pro rata portfolios. He is one of the founders of Axis Specialty, Ltd and was a member of the Operating Board and


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Senior Management Committee of Axis Capital. From July 2000 to November 2001, Mr. Ward was a senior vice president at Guy Carpenter & Co.
 
Lixin Zeng has been an executive risk officer and executive vice president of Validus Re since December 2005. Mr. Zeng has over 11 years of experience in the insurance and reinsurance industry, serving most recently as the chief catastrophe risk officer of ACE Ltd. from 2004 to 2005. Mr. Zeng served as senior vice president for product development of Willis Re from 2001 to 2004.
 
Your Board of Directors recommends that Shareholders vote FOR the nominees.
 
III.   Non-binding advisory vote on the executive compensation payable to the Company’s Named Executive Officers
 
Introduction
 
The core of Validus’ executive compensation policies and practices continues to be to pay for performance. The Company’s executive officers are compensated in a manner consistent with its strategy, competitive practice, sound corporate governance principles, and shareholder interests and concerns. The Company believes that its compensation program is strongly aligned with the long-term interests of its shareholders. You are encouraged to read the Compensation Discussion and Analysis section of this proxy statement for additional details on the Company’s executive compensation, including its compensation philosophy and objectives and the 2010 compensation of the named executive officers.
 
The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, provides that Validus’ Shareholders have the opportunity to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement in accordance with SEC rules. As required by these rules, the Company is asking you to vote on the adoption of the following non-binding resolution:
 
BE IT RESOLVED by the shareholders of Validus Holdings, Ltd., that the Shareholders approve the compensation of the Company’s named executive officers as disclosed in the proxy statement dated March 23, 2011 pursuant to the compensation disclosure rules of the SEC.
 
As an advisory vote, this Proposal is non-binding. Although the vote is non-binding, the Board of Directors and the Compensation Committee value the opinions of the Company’s shareholders, and will consider the outcome of the vote when making future compensation decisions for our named executive officers.
 
If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker, or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.
 
Your Board of Directors recommends that Shareholders vote to APPROVE the compensation payable to the Company’s Named Executive Officers.
 
IV.   Non-binding advisory vote as to the frequency at which the Shareholders will be asked to approve, by a non-binding advisory vote, the compensation paid by the Company to its Named Executive Officers.
 
The Dodd-Frank Act provides that the Company’s Shareholders have the opportunity to indicate how frequently the Company should seek an advisory vote on the compensation of the Company’s named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules. By voting on this proposal, Shareholders may indicate whether they would prefer that the advisory vote on the compensation of the Company’s named executive officers occur once every one, two, or three years.
 
Please mark your proxy card to indicate your preference on this proposal or your abstention if you wish to abstain. If you fail to indicate your preference or abstention, your shares will be voted in accordance with the recommendation of the Board of Directors indicated below.


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If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker, or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.
 
The frequency selected by the Shareholders for conducting a Shareholder vote on the compensation of the Company’s named executive officers at the Annual General Meetings of Shareholders is not a binding determination. However, the frequency selected will be given due consideration by the Company in its discretion.
 
Your Board of Directors recommends that Shareholders select EVERY THREE YEARS as the desired frequency of advisory votes on executive compensation.
 
V.   Approval of Independent Auditor
 
The Audit Committee of the Board of Directors is required by law and applicable NYSE rules to be directly responsible for the selection (subject to the approval of shareholders), compensation and retention of the Company’s Independent Auditor. The Audit Committee has selected PricewaterhouseCoopers as the Independent Auditor for the year ending December 31, 2011, for approval by the Shareholders. Even if the selection is approved, the Audit Committee in its discretion may direct the selection of a different independent auditor for approval by the Shareholders at any time during the fiscal year if it determines that such a change would be in the best interest of the Company and its Shareholders.
 
The Board of Directors recommends a vote FOR the proposal to approve the selection of PricewaterhouseCoopers as the Company’s Independent Auditor to audit the Company’s consolidated financial statements for the year ending December 31, 2011. The persons designated as proxies will vote FOR the approval of the selection of PricewaterhouseCoopers as the Company’s Independent Auditor, unless otherwise directed. Representatives of PricewaterhouseCoopers are expected to be present at the Annual General Meeting, with the opportunity to make a statement should they choose to do so, and are expected to be available to respond to questions, as appropriate.
 
Your Board of Directors recommends a vote FOR the proposal to approve the selection of PricewaterhouseCoopers, Hamilton, Bermuda.
 
Shareholder Proposals for 2012 Annual General Meeting
 
Shareholder proposals intended for inclusion in the Proxy Statement for the 2012 Annual General Meeting should be submitted in accordance with the procedures prescribed by Rule 14a-8 promulgated under the Exchange Act and sent to the General Counsel at Validus Holdings, Ltd., Suite 1790, 48 Par-la-Ville Road, Hamilton, HM 11 Bermuda. Such proposals must be received by November 25, 2011.
 
In addition, a Shareholder may present a proposal at the 2012 Annual General Meeting other than pursuant to Rule 14a-8 promulgated under the Exchange Act. Any such proposal will not be included in the Proxy Statement for the 2012 Annual General Meeting and must be received by the General Counsel at Validus Holdings, Ltd., Suite 1790, 48 Par-la-Ville Road, Hamilton, HM 11, Bermuda by February 9, 2012. If any such proposal is not so received, such proposal will be deemed untimely and, therefore, the persons appointed by the Board of Directors as its proxies will have the right to exercise discretionary voting authority with respect to such proposal.
 
Other Matters
 
While management knows of no other matters to be brought before the Annual General Meeting, if any other matters properly come before the meeting, it is the intention of the persons named in the accompanying proxy form to vote the proxy in accordance with their judgment on such matters.
 
Proxy Solicitation
 
The Company will bear the cost of this solicitation of proxies. Proxies may be solicited by Directors, officers and employees of the Company and its subsidiaries, who will not receive additional compensation for such services.


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