ARCH CAPITAL Files DEF 14A for May 5, 2026 Annual Meeting

Def 14a - Arch Capital Group Ltd. (0000947484) (Filer) Filing Summary
FieldDetail
CompanyDef 14a - Arch Capital Group Ltd. (0000947484) (Filer)
Filed DateMar 24, 2026
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$4.4 billion, $3.7 billion, $47.4 billion, $1.9 billion, $200,000
Sentimentneutral

Complexity: moderate

Sentiment: neutral

Topics: proxy-statement, annual-meeting, corporate-governance

TL;DR

**ARCH CAPITAL just dropped its proxy statement for the May 5th annual meeting, get ready to vote on key company decisions!**

AI Summary

ARCH CAPITAL GROUP LTD. filed a DEF 14A proxy statement on March 24, 2026, for its upcoming annual meeting scheduled for May 5, 2026. This filing, identified by SEC Accession No. 0000947484-26-000038, outlines proposals for shareholder votes, likely including director elections and executive compensation. For investors, this matters because it provides crucial information about the company's governance, leadership, and strategic direction, directly impacting their investment's long-term value and their rights as shareholders.

Why It Matters

This filing is essential for shareholders to understand the proposals they will vote on at the annual meeting, influencing the company's future leadership and policies.

Risk Assessment

Risk Level: low — A DEF 14A filing is a routine disclosure for an upcoming annual meeting and does not inherently indicate new financial risk, but rather provides transparency.

Analyst Insight

Investors should review the full DEF 14A document (acgl-20260324.htm) to understand the specific proposals, director nominees, and executive compensation details before the May 5, 2026 meeting.

Key Numbers

  • 69 — Documents (Number of documents included in the filing)
  • 4743327 — Size (Size of the primary DEF 14A iXBRL document in bytes)

Key Players & Entities

  • ARCH CAPITAL GROUP LTD. (company) — Filer of the DEF 14A
  • 0000947484 (company) — Filer CIK
  • 2026-03-24 (date) — Filing Date
  • 2026-05-05 (date) — Period of Report (likely annual meeting date)
  • 0000947484-26-000038 (null) — SEC Accession No.

FAQ

What is the purpose of this DEF 14A filing by ARCH CAPITAL GROUP LTD.?

This DEF 14A filing, submitted on March 24, 2026, by ARCH CAPITAL GROUP LTD. (CIK 0000947484), is an 'Other definitive proxy statement' for an upcoming shareholder meeting, likely the annual meeting, with a Period of Report date of May 5, 2026. It provides shareholders with information needed to vote on various proposals.

When is the annual meeting for ARCH CAPITAL GROUP LTD. expected to take place, based on this filing?

Based on the 'Period of Report' date of May 5, 2026, it is highly probable that ARCH CAPITAL GROUP LTD.'s annual meeting will be held on or around this date.

Filing Stats: 4,321 words · 17 min read · ~14 pages · Grade level 14.9 · Accepted 2026-03-24 06:26:30

Key Financial Figures

  • $4.4 billion — ved its shareholders well by delivering $4.4 billion of net income and $3.7 billion of afte
  • $3.7 billion — livering $4.4 billion of net income and $3.7 billion of after-tax operating income* in 2025.
  • $47.4 billion — flows increased our invested assets to $47.4 billion at year-end, and should provide a stab
  • $1.9 billion — gs enabled repurchases of approximately $1.9 billion worth of Arch common shares— demonstra
  • $200,000 — n constituted less than the greater of $200,000 or 1% of that organization's annual co

Filing Documents

executive compensation program. These discussions generated input that has informed our governance and

executive compensation program. These discussions generated input that has informed our governance and compensation decisions and reinforced our commitment to transparency and long-term value creation. Board Composition and Governance to Support Long-Term Success Overall, our Board's skill sets are closely aligned with our strategic priorities, and we believe our directors possess the right experience, skills and backgrounds to effectively oversee our business strategy as it evolves. Our directors bring deep experience in areas such as specialty underwriting, capital markets, investment management, international operations, risk management and technology, including artificial intelligence ("AI"). These skills are critical for overseeing a company competing across multiple underwriting cycles, industries and geographies. We remain committed to maintaining a Board and a governance structure that support Arch's strategy, align with shareholder interests, and reflect a broad mix of professional backgrounds, independence and industry knowledge. Last year, Alexander Moczarski, who brings extensive insurance industry experience, joined our Board. In addition, John Vollaro will not stand for re-election at the Annual Meeting. John has been a long-standing and valued member of the Board since 2009, and we are incredibly grateful for his years of service. Looking Ahead Arch enters 2026 from a position of strength: strong earnings momentum, a well-diversified global platform, disciplined underwriting and a leadership team committed to creating long-term value. Market cycles will evolve, but the Board is confident Arch's operating model and strategic principles position the Company to continue delivering superior risk- adjusted returns for its shareholders. The Board remains dedicated to fostering effective leadership and upholding rigorous governance practices. We invite you to attend the 2026 Annual Meeting of shareholders and thank you for your continued

—Election of Directors

Item 1—Election of Directors 7 Long-Term Performance 41

—Advisory Vote to Approve Named

Item 2—Advisory Vote to Approve Named Executive Officer Compensation 8

Executive Compensation Philosophy

Executive Compensation Philosophy 43

—Appointment of Independent

Item 3—Appointment of Independent Registered Public Accounting Firm 9 Shareholder Engagement and Results of Say-on- Pay Votes 44

—Election of Subsidiary Directors

Item 4—Election of Subsidiary Directors 9 How We Make Compensation Decisions 45 Sustainability Practices 10 Elements of Compensation Program 47 General Information 11 2025 Compensation Decisions for Named Executive Officers 53 Learn More About Our Company 11 2026 Long-Term Incentive Awards 60 GOVERNANCE 12 Additional Compensation Policies and Practices 60

—Election of Directors

Item 1—Election of Directors 12 Tax Considerations 62 Board 12 Report of the Compensation and Human Capital Committee on the Compensation Discussion and Analysis 62 Committees of the Board 16

Executive Compensation Tables

Executive Compensation Tables 63 Nominees 18 Pay for Performance 72 Appointed Directors, Continuing Directors and Senior Management 20 Pay Ratio 76 Director Compensation 26 Employment Arrangements 76 Certain Relationships and Related Person Transactions 29 AUDIT MATTERS 81 SHARE OWNERSHIP 31 Report of the Audit Committee of the Board 81

Security Ownership of Certain Beneficial

Security Ownership of Certain Beneficial 31 Principal Auditor Fees and Services 82 Common Shares 31

—Appointment of Independent Registered

Item 3—Appointment of Independent Registered Public Accounting Firm 83 Preferred Shares 34 Delinquent Section 16(a) Reports 34 SUBSIDIARY DIRECTORS 84 COMPENSATION 35

—Election of Subsidiary Directors

Item 4—Election of Subsidiary Directors 84

—Advisory Vote to Approve Named

Item 2—Advisory Vote to Approve Named Executive Officer Compensation 35 Nominees 84 Compensation Discussion and Analysis 35 ANNEX A—GENERAL INFORMATION A- 1 Executive Summary 36 ANNEX B—NON-GAAP FINANCIAL MEASURES B- 1 Strong Link Between Pay and Performance 39 6 | 2026 PROXY STATEMENT Cautionary Note Regarding Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 ("PSLRA") provides a "safe harbor" for forward-looking statements. This document includes forward-looking statements, which reflect our current views with respect to future events and financial performance, and other information that is not historical information. All statements other than statements of historical fact included in or incorporated by reference into this document are forward-looking statements. Forward- looking statements, for purposes of the PSLRA or otherwise, can generally be identified by the use of forward-looking terminology such as "should," "could," "plans," "projects," "may," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" and other words or statements of similar meaning or their negative version. Forward-looking results may differ materially from those expressed or implied in these statements. Important factors that could cause actual events or results to differ materially from those indicated in such statements are discussed in our periodic reports filed with the Securities and Exchange Commission ("SEC"), including in the risk factor section of our 2025 Annual Report on Form 10-K. Our forward-looking statements speak only as of the date on which they are made, and such forward looking statements and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautio

—Election of Directors (page 12 )

ITEM 1—Election of Directors (page 12 ) FOR Each Director Nominee DIRECTOR NOMINEES The Board is comprised of 12 members, divided into three classes, serving staggered three-year terms. The Board intends to present for action at the Annual Meeting the election of the following Class I directors for a term of three years and until their respective successors are duly elected and qualified or their earlier resignation or removal: Nominee Name Director Since Primary Occupation and Expertise Francis Ebong 2021 n n Chief Service Experience Officer at PayPal Strong background in technology and innovation Eileen Mallesch 2021 n n Former Senior Vice President and Chief Financial Officer for Nationwide's Property and Casualty segment Broad finance and business strategy expertise in the insurance, telecommunications and consumer products industries Brian S. Posner 2010 n n Founder and President of Point Rider Group Strong background in strategic and financial insights BOARD COMPOSITION AND REFRESHMENT Our Board represents a broad range of rich expertise, experience and perspectives, as well as a mix of tenure of service on the Board. We undertake a robust Board succession planning and refreshment process, which is informed by feedback from our Board evaluation and designed to refresh and enhance the skills on our Board. For example, since 2021 our comprehensive refreshment process has led to the following Board composition changes of non-employee directors: 8 | 2026 PROXY STATEMENT 2021 2024 2025 Francis Ebong Daniel J. Houston Alexander Moczarski n Extensive operational experience and technology management skills n Extensive experience in the financial services industry n Insurance executive with an extensive background in international business Eileen Mallesch Neal Triplett n Extensive senior management and operating experience in the insurance industry n Sophisticated i

—Advisory Vote to Approve Named Executive Officer

ITEM 2—Advisory Vote to Approve Named Executive Officer Compensation (page 35 ) FOR COMPENSATION DISCUSSION AND ANALYSIS (see "Executive Summary" ) Another Year of Outstanding Performance In 2025, we delivered another year of strong financial results and continued to execute our strategic agenda with precision. Our ability to consistently generate superior results drives shareholder value. Our Total Shareholder Return ("TSR") performance is shown below. 2026 PROXY STATEMENT | 9 Aligning Executive Pay with Company Performance Our executive compensation program directly links pay to Company performance and aligns the interests of our executives with those of our shareholders, as described below and in our Compensation Discussion and Analysis. Element 2025 Financial Goal Achievement Short-Term Annual Cash Incentive n n Based on achievement of annualized net income return on average common equity ("ROE"). Superior performance relative to our demanding internal financial targets, resulted in a final payout factor of 200.0% of target for our CEO and 189.8% on average for our other NEOs. Long-Term Incentive Performance Shares n n Based on absolute growth in tangible book value per share over a three-year period, supplemented by a TSR modifier. Superior performance relative to our financial goals and results versus our peers, resulted in a final payout of 200% of the performance shares granted in February 2023 for the 2023-2025 performance period. Shareholder Engagement We remain committed to listening to our shareholders as we continually review and evaluate our compensation programs, governance and other matters. Through proactive outreach efforts led by our Investor Relations team and business leaders, we engage with our shareholders to seek their input, stay well-informed about their perspectives, and help improve their understanding of our business. Over the past year, both Board members and members of senior

—Appointment of PricewaterhouseCoopers LLP as our

ITEM 3—Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm (page 83 ) FOR Our Board's Recommendation

—Election of Designated Company Directors of Certain Non-U.S

ITEM 4—Election of Designated Company Directors of Certain Non-U.S. Subsidiaries (page 84 ) FOR 10 | 2026 PROXY STATEMENT SUSTAINABILITY PRACTICES Creating long-term shareholder value is our priority, and our strategy is anchored in five key impact areas (shown below) that support and sustain our business over time. We deliver thoughtful services and insurance solutions to support our clients through major losses and improve their resilience. We believe that future success depends, among other factors, on the engagement of our employees, the way we interact with customers and society, and our collective efforts to protect and advance global sustainability. Our Board regularly reviews and is responsible for our long-term business strategy and the pursuit of long-term shareholder value, working closely with management to define our strategic objectives. As part of this integrated approach, we consider material risks and opportunities that support Arch's long-term sustainability. Within our Board structure, committees—including Audit, Compensation and Human Capital, Finance, Investment and Risk, Nominating and Governance, and Underwriting Oversight—focus on key risks and opportunities to drive lasting success. For additional details, please refer to the " Board " section of this Proxy Statement and our sustainability report at archgroup.com/sustainability-governance/documents/ . No information on our website is incorporated herein by reference. Impact Areas that Drive Our Sustainability: OUR BUSINESS OUR OPERATIONS OUR INVESTING OUR PEOPLE OUR COMMUNITIES We offer services and insurance coverages that support our clients through major loss and improve their resiliency; we integrate sustainability factors into our underwriting to reduce risk and capture opportunities for stakeholder benefit. We actively manage sustainability risks and embed compliance, transparency, cybersecurity and resilience across our operations, p

—ELECTION OF

ITEM 1—ELECTION OF DIRECTORS Our Board is composed of 12 members, divided into three classes, serving staggered three-year terms. The Board intends to present for action at the Annual Meeting the election of Francis Ebong, Eileen Mallesch and Brian S. Posner to serve as Class I Directors for a term of three years and until their respective successors are duly elected and qualified or their earlier resignation or removal. Such nominees were recommended by the Nominating and Governance Committee for approval by the Board. 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. After approximately 17 years of service on the Board, John D. Vollaro, a current Class I Director, will not stand for re-election following the completion of his current term. Board Leadership Structure The Board reviews the Company's leadership structure from time to time. The Board has determined that a split in the role of Chair of the Board and CEO is appropriate and in the best interests of the Company's shareholders. The Board has also determined that the role of independent lead director is not currently necessary as our Chair of the Board, Mr. Pasquesi, is independent as defined under the applicable listing standards of The Nasdaq Stock Market LLC ("Nasdaq"). Several factors contribute to our strong and independent Board. All directors, with the exception of Messrs. Papadopoulo and Vollaro, are independent as defined under the applicable listing standards of Nasdaq, and the Audit, Compensation and Human Capital and Nominating and Governance Committees of our Board are composed entirely of independent directors. The Company's independent directors bring experience, oversight and expertise from many industries

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