DEF 14A: W. R. Berkley Corp Reports Record 2023 Performance, Board Seeks Director Elections
Proxy Statement
W. R. Berkley Corporation announces record financial results for 2023 and outlines proposals for the upcoming Annual Meeting of Stockholders.
Summary
- W. R. Berkley Corporation had an outstanding 2023, achieving record gross and net premiums written, pre-tax underwriting income, net income, net investment income, and operating cash flow.
- The company's return on equity was 20.5%, and book value per share grew by 25.5% before dividends and share repurchases.
- Gross and net premiums written grew by 8.9% and 9.5%, reaching records of $13.0 billion and $11.0 billion, respectively.
- The combined ratio was 89.7%, outperforming the property casualty insurance industry's 101.6%.
- The company returned approximately 75% of net income to stockholders through dividends and share repurchases.
- The Annual Meeting of Stockholders is scheduled for June 12, 2024, with proposals including the election of six directors, an advisory vote on executive compensation, and ratification of KPMG LLP as the independent registered public accounting firm.
- The Board of Directors recommends voting for all director nominees, the executive compensation proposal, and the ratification of KPMG LLP.
Sentiment
Score: 9
Explanation: The document expresses a highly positive sentiment due to the record financial performance and optimistic outlook. The emphasis on long-term value creation and strong corporate governance further contributes to the positive sentiment.
Positives
- The company's 2023 performance was outstanding, with record financial results across multiple metrics.
- W. R. Berkley's underwriting results continued to outperform with an 89.7% combined ratio.
- The company has a long-term perspective and careful risk management, resulting in strong profitability and superior long-term value creation for stockholders.
- The Board of Directors is committed to sound and effective corporate governance practices.
- The company has a robust continuing investor outreach program.
- CEO compensation is well-aligned with performance, as the Company's performance ranks in the top quartile of our peers.
Negatives
- The property casualty insurance business has historically been cyclical, which can cause variability in results over time.
- Losses from large events cause significant volatility in industry results.
- Climate change impacting the frequency and/or severity of natural perils such as coastal floods and wildfires, and the regional variability in peril change, may affect our operations, our exposures, our investments and financial results, and our insureds.
Risks
- The property casualty insurance business is subject to cyclical market conditions.
- The company faces potential volatility from catastrophic events and rising loss costs.
- Climate change poses risks to the company's operations, exposures, investments, and financial results.
- Cyber security breaches of our information technology systems and the information technology systems of our vendors and other third parties.
- Foreign currency and political risks relating to our international operations.
Future Outlook
The company remains optimistic about every aspect of its enterprise as it looks forward to the remainder of 2024 and beyond.
Management Comments
- Our Company's 2023 performance was outstanding... These results demonstrate our teams expertise in navigating a complex environment and their commitment to executing our strategy in pursuit of a superior long-term risk-adjusted return on equity.
- We remain optimistic about every aspect of our enterprise as we look forward to the remainder of 2024 and beyond.
- Thank you to our shareholders, customers, distribution partners and communities for being part of our long-term success.
- It is because of our employees that our Company continues to prosper. Their unceasing dedication to our values will allow us to continue delivering superior risk-adjusted returns and growth in shareholder value in a manner that we can all be proud of for years to come.
Industry Context
The document highlights the cyclical nature of the property casualty insurance industry and emphasizes the importance of managing the business for the long term. It also notes that improvement or deterioration in various lines of property casualty insurance has become less uniform in its cyclicality.
Comparison to Industry Standards
- The company's combined ratio of 89.7% significantly outperformed the property casualty insurance industry's average of 101.6%.
- The document compares W. R. Berkley's total stockholder return (TSR) over the past 20 years to the TSR of the S&P 500 Index and the S&P 500 Property & Casualty Insurance Index, noting that W. R. Berkley's TSR has exceeded both by a wide margin.
- The S&P 500 Property and Casualty Insurance Index consists of The Allstate Corporation, Arch Capital Group Ltd., Chubb Limited, Cincinnati Financial Corporation, The Hartford Financial Services Group, Inc., Loews Corporation (CNA), The Progressive Corporation, The Travelers Companies, Inc., and W. R. Berkley Corporation.
Related Party Transactions
- One of the Company's non-officer employees performed services for Interlaken Capital, Inc., a company substantially owned and controlled by Mr. Wm. Berkley, the Company's Executive Chairman.
- BlackRock, Inc., which beneficially owns more than 5% of the Company's common stock, provides investment management software and related services to the Company for which the Company paid fees to BlackRock of approximately $1.7 million during 2023.
Stakeholder Impact
- The company's strong performance allows it to reward stockholders through dividends and share repurchases.
- The company is committed to supporting employee development and community involvement.
- The company's ESG framework supports its efforts to remain flexible in the face of shifting global markets and risks.
Next Steps
- Stockholders are encouraged to vote on the proposals outlined in the proxy statement prior to the Annual Meeting on June 12, 2024.
Key Dates
| Date | Description |
|---|---|
| 1973 | Initial public offering of W. R. Berkley Corporation in October |
| 1974 | Average annual gain in book value per share (with dividends included) since 1974 was 16.2% |
| 1975 | Stock dividends were 6% in each year from 1975 to 1978 |
| 1976 | The Company has paid cash dividends each year since 1976 |
| 1979 | Stock dividends were 14% in 1979 |
| 1980 | Stock dividends were 7% in each year from 1980 to 1983 |
| 2001 | Jonathan Talisman founded Capitol Tax Partners in 2001 |
| 2004 | The Company has a Supplemental Benefits Agreement with Mr. Wm. Berkley, originally dating to 2004 |
| 2012 | Special dividends paid in 2012 |
| 2014 | Special dividends paid in 2014 |
| 2015 | The chairman and chief executive officer positions were separated in 2015 upon the appointment of Mr. Rob Berkley as President and Chief Executive Officer |
| 2016 | Special dividends paid in 2016-2019 |
| 2017 | Mara Luisa Ferr was elected to the Board of Directors in 2017 |
| 2019 | Jonathan Talisman was elected to the Board of Directors in 2019 |
| 2021 | Special dividends paid in 2021 |
| 2022 | Special dividends paid in 2022 |
| 2023 | Daniel L. Mosley was elected to the Board of Directors effective January 1, 2023 |
| 2023 | Special dividends paid in 2023 |
| 2024 | Annual Meeting of Stockholders on June 12, 2024 |
| 2024 | Marie A. Mattson to the Board in 2024, if she is elected |
| 2025 | It is anticipated that the next Annual Meeting after the one scheduled for June 12, 2024 will be held on or about June 11, 2025 |
Keywords
W. R. Berkley Corporation, financial performance, insurance, premiums, underwriting, return on equity, stockholders, directors, executive compensation, annual meeting, KPMG, risk management, corporate governance, ESG
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