In May 2017, shareholders approved the establishment of the AXIS Capital Holdings Limited 2017 Long-Term Equity Compensation Plan (the "2017 Plan"). The 2017 Plan provides for, among other things, the issuance of restricted shares, restricted stock units (share-settled awards and cash-settled awards), performance units (share-settled awards and cash-settled

The 2017 Plan authorizes the issuance of a total of 3,400,000 common shares. On May 7, 2021, at the Annual General Meeting of Shareholders of the Company, the Company’s shareholders approved an amendment to the Company’s 2017 Plan to increase by 1,600,000 the number of common shares authorized for issuance under the Plan. On May 4, 2023, at the Annual General Meeting of Shareholders of the Company, the Company’s shareholders approved an amendment to the Company’s 2017 Plan to increase by 1,125,000 the number of common shares authorized for issuance under the Plan.

The grant date fair value of share-settled restricted stock units granted pursuant to the 2017 Plan is established at the fair market value of the Company's common shares at the date of grant. These awards either cliff vest at the end of a three year period, vest in accordance with a three year graded vesting schedule in three annual installments beginning on the grant date, or vest in accordance with a four year graded vesting schedule in four annual installments beginning on the grant date.

The grant date fair value of cash-settled restricted stock units granted pursuant to the 2017 Plan is established at the fair market value of the Company's common shares at the date of grant. These awards are liability awards and generally cliff vest at the end of a three year period, or vest in accordance with a four year graded vesting schedule in four annual installments beginning on the grant date.

Performance restricted stock units granted pursuant to the 2017 Plan represent the right to receive a specified number of common shares in the future, based on the achievement of established performance criteria and continued service during the applicable performance period.

The grant date fair value of performance restricted stock units granted subsequent to 2021 with a market condition were measured on the grant date using a Monte Carlo simulation model. The grant date fair value of performance restricted stock units granted in 2024 with a performance condition was determined based on the closing price of the Company's common shares on the grant date.

Awards granted pursuant to the 2017 Plan generally cliff vest at the end of a three year period. Compensation expense is recognized on a straight-line basis over the applicable requisite service period.

Grants provided under the 2017 Plan generally allow for accelerated vesting provisions on the employee’s death, permanent disability, or certain terminations following a change in control of the Company occurring within two years of the change in control event. Notwithstanding these vesting provisions, the Compensation Committee of the Company's Board of Directors has broad authority to accelerate vesting at its discretion.

In 2016, the Company established the AXIS Executive Restricted Stock Unit Retirement Plan (the "Plan") to reward certain eligible long-term employees of the Company for their dedicated service. The Plan was implemented in 2017. Subject to certain conditions being met, eligible employees do not forfeit all of their outstanding share-settled restricted stock units, share-settled performance restricted stock units or cash-settled restricted stock units on or following their retirement. Absent the Plan, outstanding restricted stock units are generally forfeited on termination of employment.

Certain share-settled performance restricted stock units granted in 2024, and share-settled performance restricted stock units granted in 2023 and 2022 include a market condition which is the Company’s total shareholder return relative to its peer group ("Relative TSR") over the performance period. Relative TSR is calculated in accordance with the terms of the applicable award agreement. If performance goals are achieved, these awards will cliff vest at the end of a three-year performance period within a range of 0% to 200% of target.

Certain share-settled performance restricted stock units granted in 2024 include a performance condition which is the Company’s average annual growth in book value per diluted common share, plus accumulated dividends over the performance period, adjusted to exclude unrealized investment gains (losses) recognized in accumulated other comprehensive income (loss), and share repurchases during the performance period ("Adjusted DBVPS"). Adjusted DBVPS is calculated in accordance with the terms of the applicable award agreement. If performance goals are achieved, these awards will cliff vest at the end of a three-year performance period within a range of 0% to 200% of target.

Share-settled performance restricted stock units granted in the three months ended March 31, 2023 to one senior leader include a market condition which is the Company’s total shareholder return relative to its peer group ("Relative TSR") over the performance period. Relative TSR is calculated in accordance with the terms of the applicable award agreement. If performance goals are achieved, 50% of these awards will vest at the end of a one-year performance period, and the remaining 50% of these awards will vest at the end of a three-year vest period within a range of 0% to 200% of target.

Share-settled performance restricted stock units granted in the three months ended June 30, 2023 to one senior leader include a market condition which is the Company’s total shareholder return's compound annual growth rate ("TSR CAGR") over the performance period. TSR CAGR is calculated in accordance with the terms of the applicable award agreement. If performance goals are achieved, these awards will cliff vest at the end of a three-year performance period within a range of 0% to 200% of target.


Year ended December 31,	2024	2023 (1)	2023 (2)	2023 (3)	2022

Expected volatility	26.00%	36.24%	29.30%	30.05%	33.44%
Expected term (in years)	3.0	3.0	1.0	3.0	3.0
Expected dividend yield	n/a	n/a	n/a	n/a	n/a
Risk-free interest rate	4.06%	3.79%	4.61%	3.39%	1.26%

The beginning share price for awards was based on the average closing share price over the 30 trading days preceding and including the start of the performance period. The ending share price was based on the average projected closing share price over the 30 trading days preceding and including the end of the performance period. Performance for these awards is measured from January 1, 2024 to December 31, 2026.

Performance restricted stock units granted in 2023 and 2022, and performance restricted stock units granted in the three months ended March 31, 2023 in relation to senior leadership transition

The beginning share price for awards was based on the average closing share price over the 10 trading days preceding and including the start of the performance period. The ending share price was based on the projected average closing share price over the 10 trading days preceding and including the end of the performance period. Performance for awards granted in 2023 is generally measured from January 1, 2023 to December 31, 2025, with performance for awards granted to one senior leader being measured from January 1, 2023 to December 31, 2023. Performance for awards granted in 2022 is generally measured January 1, 2022 to December 31, 2024,

The beginning share price for awards was based on the average closing share price over the 30 trading days preceding and including the start of the performance period. The ending share price of the awards was based on the average closing share price over the 30 trading days preceding and including the end of the performance period. Performance for awards being measured from May 4, 2023 to May 4, 2026

The expected dividend yield is not applicable to the performance restricted stock units as dividends are paid at the end of the vesting period and do not affect the value of the performance restricted stock units.

The risk-free rate was estimated based on the yield on a U.S. treasury zero-coupon bond issued with a remaining term equal to the vesting period of the performance restricted stock units.

Compensation expense associated with performance restricted stock units granted in 2024, 2023 and 2022 is determined on the grant date based on the fair value calculated by the Monte Carlo simulation model and is recognized on a straight-line basis over the requisite service period. During the three months ended March 31, 2023, the transition in our senior leadership resulted in a modification of the previously existing vesting terms of the outstanding restricted stock units and performance restricted stock units granted in 2022 and earlier of one senior leader, and a modification of the performance period of that leader's performance restricted stock units granted in 2022. The modifications did not result in incremental compensation expense.

The fair value of these performance restricted stock units was determined based on the closing price of the Company's common shares on the grant date, and compensation expense is recognized on a straight-line basis over the requisite service period, and is subject to periodic adjustment based on the achievement of established performance criteria during the performance period.

The following table provides an activity summary of the Company's share-settled restricted stock units:



	Share-Settled Performance Restricted Stock Units			Share-Settled Service Restricted Stock Units
	Number of restricted stock units	Weighted average grant date fair value		Number of restricted stock units	Weighted average grant date fair value





Nonvested restricted stock units - December 31, 2022	330	$	60.01	2,117	$	53.16
Granted	122	66.13		918	57.53
Vested	(88)	63.88		(929)	53.02
Forfeited	(220)	58.15		(251)	54.49
Nonvested restricted stock units - December 31, 2023	144	65.69		1,855	55.21
Granted	104	65.77		748	60.50
Vested	—	—		(759)	54.65
Forfeited	(1)	65.78		(202)	56.66
Nonvested restricted stock units - December 31, 2024	247	$	65.73	1,642	$	57.73

The following table provides an activity summary of the Company's cash-settled restricted stock units:


									Cash-Settled Service Restricted Stock Units
									Number of restricted stock units

			Nonvested restricted stock units - December 31, 2022						60
			Granted						—

			Vested						(59)
			Forfeited						(1)
			Nonvested restricted stock units - December 31, 2023 (1)						—

(1) No further cash-settled restricted stock units were granted subsequent to 2019 and all cash-settled restricted stock units were vested at December 31, 2023.

The following table provides additional information related to share-based compensation:



Year ended December 31,	2024		2023		2022

Share-based compensation expense (1)	$	42,713	$	57,729	$	56,136
Tax benefits associated with share-based compensation expense	$	8,007	$	8,819	$	8,839
Liability for cash-settled restricted stock units (2)	$	—	$	—	$	4,792
Fair value of restricted stock units vested (3)	$	46,884	$	64,156	$	49,792
Unrecognized share-based compensation expense	$	60,192	$	62,416	$	74,601
Expected weighted average period associated with the recognition of unrecognized share-based compensation expense	2.4 years		2.4 years		2.3 years