8-KMaterial AgreementsExhibits & Filings

ARCH CAPITAL GROUP LTD. 8-K Report, Material Agreement (Mar 2, 2005)

Filed March 2, 2005For Securities:ACGLACGLNACGLO

Summary

This Form 8-K filing from Arch Capital Group Ltd. (ACGL) primarily details compensation adjustments for its executive officers and non-employee directors, approved on February 23-24, 2005. For the fiscal year 2004, ACGL authorized aggregate annual incentive bonuses not to exceed $6.6 million for its executive officers, with specific amounts disclosed for key named executives, including a $2.5 million bonus for CEO Constantine Iordanou. Additionally, 2005 base salaries were adjusted, with modest increases for some executives.

Key Highlights

  • 1ACGL authorized annual incentive bonuses for executive officers totaling up to $6.6 million for the 2004 performance year.
  • 2CEO Constantine Iordanou received a bonus of $2,500,000 for 2004 performance.
  • 3Other named executive officers receiving significant bonuses include John D. Vollaro ($744,000), Dwight Evans ($738,410), Ralph E. Jones III ($850,000), and Marc D. Grandisson ($603,909).
  • 4Aggregate base salaries for executive officers were slightly increased for 2005, from $4.24 million to $4.30 million.
  • 5Adjustments were made to the compensation for non-employee directors, including an increase in annual cash retainer fees to $40,000 from $30,000.
  • 6Enhanced fees for Audit Committee members and chairpersons were implemented.
  • 7Annual restricted share grants to non-employee directors were increased to $35,000 from $20,000.

Frequently Asked Questions

The filing announces the authorization of annual incentive bonuses for executive officers for the 2004 performance year, capped at $6.6 million, and outlines specific bonus amounts for named executive officers. It also details adjustments to 2005 base salaries for executives and revised compensation arrangements for non-employee directors, effective from the 2005 annual general meeting.

For the 2004 performance year, significant bonuses were awarded, with CEO Constantine Iordanou receiving $2.5 million. For 2005, aggregate base salaries for executive officers saw a modest increase from $4.24 million to $4.30 million. Specific base salaries for John D. Vollaro and Marc D. Grandisson were approved for 2005, while others remained unchanged from 2004.

Non-employee directors will receive a higher annual cash retainer fee of $40,000 (up from $30,000), with the option to receive it in ACGL common shares. Meeting fees remain unchanged, but fees for audit committee members and chairpersons have been increased significantly. Additionally, the annual value of restricted share grants to non-employee directors has been raised from $20,000 to $35,000.

Yes, the filing states that aggregate annual incentive bonuses not exceeding $6.6 million were authorized for executive officers for the year ended December 31, 2004. Specific amounts are provided for the named executive officers, including $2,500,000 for CEO Constantine Iordanou and $850,000 for Ralph E. Jones III. More detailed information regarding compensation for the year ended December 31, 2004, will be provided in the company's 2005 Proxy Statement.