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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

ENDURANCE SPECIALTY HOLDINGS LTD.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Endurance Specialty Holdings Ltd.

Waterloo House

100 Pitts Bay Road

Pembroke HM 08, Bermuda

(441) 278-0400

April 8, 2016

Dear Shareholder:

You are cordially invited to attend the Annual General Meeting of Shareholders of Endurance Specialty Holdings Ltd., which will be held at the Company’s offices at Waterloo House, 3^rd Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda at 8:00 a.m. (local time) on Thursday, May 19, 2016, and at any adjournment or postponement thereof. On the following pages you will find the formal notice of the Annual General Meeting of Shareholders and the proxy statement.

All holders of record of the Company’s ordinary shares, par value $1.00 per share, at the close of business on March 18, 2016 will be entitled to notice of, and to vote at, the Annual General Meeting. To assure that you are represented at the Annual General Meeting, whether or not you plan to attend the meeting in person, please read carefully the accompanying proxy statement, which describes the matters to be voted upon, and exercise your right to vote by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials you received for the meeting or, if you received an electronic or paper copy of our proxy materials, by completing, signing, dating and returning your proxy card or voting instruction form or by internet or telephone voting as described in the proxy statement.

Sincerely,

John R. Charman

Chairman of the Board of Directors

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Endurance Specialty Holdings Ltd.

Waterloo House

100 Pitts Bay Road

Pembroke HM 08, Bermuda

NOTICE OF

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 19, 2016

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the “Annual General Meeting”) of Endurance Specialty Holdings Ltd. (the “Company”) will be held on Thursday, May 19, 2016, at 8:00 a.m. (local time), at the Company’s offices at Waterloo House, 3^rd Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda and at any adjournment or postponement thereof.

At the Annual General Meeting, the Company’s shareholders will be voting on the following proposals:

Shareholders of record, as shown by the Register of Shareholders of the Company at the close of business on March 18, 2016, are entitled to notice of, and to vote at, the Annual General Meeting or any adjournment or postponement thereof. A copy of the Company’s financial statements for the fiscal year ended December 31, 2015, as approved by the Board of Directors, shall be made available to the shareholders of the Company at the Annual General Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2016.

The Proxy Statement, the Notice of Internet Availability of Proxy Materials and the Annual Report on Form 10-K for the year ended December 31, 2015 are available at www.envisionreports.com/enh.

All shareholders are cordially invited to attend the Annual General Meeting. If you do not expect to be present at the Annual General Meeting, make sure that your shares are represented at the Annual General Meeting by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials you received for the meeting or, if you received a paper copy of our proxy materials, by completing, signing, dating and returning your proxy card or voting instruction form, or by internet or telephone voting as described in the proxy statement. Pursuant to the Company’s Amended and Restated Bye-Laws, for the votes represented by your proxy to be counted at the meeting, your proxy must be received at least one hour before the Annual General Meeting. In the event you decide to attend the Annual General Meeting in person, you may, if you desire, revoke your proxy by voting your shares in person at the Annual General Meeting. You may obtain directions to be able to attend the meeting and vote in person by contacting Investor Relations, Endurance Specialty Holdings Ltd., Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda.

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YOUR VOTE IS IMPORTANT

IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, please follow the instructions for voting on the Notice Regarding the Availability of Proxy Materials you received for the meeting or, if you requested a paper copy of our proxy materials, by completing, signing, dating and returning your proxy card or voting instruction form, or by internet or telephone voting as described in the proxy statement.

By Order of the Board of Directors,

John V. Del Col

Secretary

Pembroke, Bermuda

April 8, 2016

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Endurance Specialty Holdings Ltd.

Waterloo House

100 Pitts Bay Road

Pembroke HM 08, Bermuda

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS

MAY 19, 2016

INTRODUCTION

This proxy statement is furnished to holders of ordinary shares of Endurance Specialty Holdings Ltd., an exempted company incorporated in Bermuda as a holding company (the “Company” or “Endurance”), in connection with the solicitation of proxies by the board of directors of Endurance (the “Board of Directors” or the “Board”) for use in voting at the Annual General Meeting of Shareholders (the “Annual General Meeting”) to be held at the Company’s offices at Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda, on Thursday, May 19, 2016, at 8:00 a.m. (local time), and at any adjournment or postponement thereof. On or about April 8, 2016, we mailed to our shareholders a notice containing information on how to access this proxy statement and how to vote (the “Notice of Internet Availability of Proxy Materials”). This proxy statement, the Notice of Annual General Meeting and the Annual Report on Form 10-K for the year ended December 31, 2015 (the “Form 10-K”) are available at www.envisionreports.com/enh.

QUESTIONS AND ANSWERS REGARDING THE ANNUAL GENERAL MEETING

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There is no cumulative voting of the Company’s ordinary shares.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice of Internet Availability of Proxy Materials was forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual General Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you request printed copies of the proxy materials, you will receive a voting instruction form from the organization holding your shares.

The telephone and internet voting procedures are designed to authenticate a shareholder’s identity and allow each shareholder to vote the shareholder’s ordinary shares. They will also confirm that a shareholder’s instructions have been properly recorded. Street name holders may vote by telephone or the internet if their

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bank or broker makes those methods available. If this is the case, the bank or broker will enclose instructions with your proxy information.

Beneficial Owners. If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Under the rules of the New York Stock Exchange (the “NYSE”), your broker or nominee does not have discretion to vote your shares on non-routine matters such as Proposals 1 and 3; however, your broker or nominee does have discretion to vote your shares on routine matters such as Proposal 2.

Beneficial Owners. If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under the NYSE’s rules, brokers and other nominees have the discretion to vote on routine matters such as Proposal 2, but do not have discretion to vote on non-routine matters such as Proposals 1 and 3. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal 2 and any other routine matters properly presented for a vote at the Annual General Meeting.

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With respect to Proposal 1, you may vote for all nominees, withhold your vote as to all nominees or vote for all nominees except those specific nominees from whom you withhold your vote. The director nominees will be elected if the number of votes cast “for” such director exceeds the number of votes cast “against” or “withheld” from that director. If a director in an uncontested election receives less than a simple majority of votes cast “for” his election, the director is required to submit a letter of resignation to the Board of Directors within 20 calendar days after the date of the Annual General Meeting.

The majority vote standard is not applicable to contested director elections, which are determined by a plurality of the votes cast. A plurality of votes cast means that the proposed director receiving the highest number of affirmative votes is elected, irrespective of how small the number of affirmative votes is in comparison to the total number of shares voted.

With respect to Proposals 2 and 3, you may vote for, against or abstain. If you abstain from voting on these proposals, the abstention will have the same effect as a vote against the proposals.

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Pursuant to the Bye-Laws, any notice of revocation of an outstanding proxy must be received at least one hour before the commencement of the Annual General Meeting. Any shareholder entitled to vote at the Annual General Meeting may attend the Annual General Meeting and any shareholder who has not submitted a proxy, has properly revoked a proxy or votes prior to the vote pursuant to a proxy, may vote in person at the Annual General Meeting. Please note, however, that if a shareholder’s shares are held of record by a broker, bank or other nominee, that shareholder may not vote in person at the Annual General Meeting, unless the shareholder requests and obtains a valid legal proxy from the applicable broker, bank or nominee.

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You may also request delivery of an individual copy of the Notice of Internet Availability of Proxy Materials, Form 10-K or proxy statement by contacting the Company at (441) 278-0400 or by writing to: Endurance Specialty Holdings Ltd., Waterloo House, 100 Pitts Bay Road, Pembroke HM08, Bermuda, Attention: Investor Relations.

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In order for shareholder proposals made outside the processes of Rule 14a-8 under the Exchange Act to be considered timely for purposes of Rule 14a-4(c) under the Exchange Act, the proposal must be received by the Company at its registered office no later than February 24, 2017.

Absent receipt of proper shareholder notice prior to December 11, 2016, the proxies designated by the Board of Directors of Endurance for the 2017 Annual General Meeting may vote in their discretion on any proposal any shares for which they have been appointed proxies without mention of such matter in Endurance’s proxy statement for such meeting or on the proxy for such meeting.

GOVERNANCE

Proposal No. 1 — Election of Directors

Nominees for Director

The following paragraphs provide information as of the date of this proxy statement about each nominee. The information presented includes information each nominee has given us about the nominee’s age, all positions held, principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen, an ability to exercise sound judgment and, in the case of our continuing directors, a commitment of service to the Company and our Board.

The size of the Board of Directors is currently set at 14 members and currently consists of 14 sitting directors. Each of the nominees has consented to being named in this proxy statement and to serve as a director, if elected.

John T. Baily, 72, has been a director since August 2003 and currently serves as Chairman of the Audit Committee and as a member of the Finance Committee of the Board. Mr. Baily was formerly President of Swiss Re Capital Partners, where he worked from 1999 to 2002. Prior to joining Swiss Re, Mr. Baily was a partner at PricewaterhouseCoopers LLP (and its predecessor, Coopers & Lybrand) for 23 years, serving as the head of the Coopers & Lybrand Insurance Practice Group for 13 years. Mr. Baily also serves on the boards of directors of Golub Capital BDC and RLI Corp. He served as Chairman of the Board of Trustees of Albright College from 2007 through 2013, was a director of NYMAGIC, Inc. from 2003 through 2010 and Erie Indemnity Company from 2003 through 2008. Mr. Baily is a graduate of both Albright College (cum laude, BS, Economics) and the University of Chicago (MBA). Mr. Baily has served on the board of Coopers & Lybrand and as Chairman of the AICPA Insurance Companies Committee.

We believe Mr. Baily’s qualifications to serve on our Board include Mr. Baily’s more than thirty years of experience in the insurance industry, his extensive accounting knowledge and his membership on the board of directors of other publicly traded insurance companies, which allow him to provide invaluable insight and guidance to our Board on accounting, risk management and industry issues.

Norman Barham, 74, has been a director since August 2004 and currently serves as Chairman of the Compensation Committee and a member of the Nominating and Corporate Governance Committee of the Board. Mr. Barham was Vice Chairman and President of Global Operations of Marsh, Inc., the largest diversified insurance brokerage and risk management services company in the world, from 1997 to 2000. Prior to joining Marsh, Inc., Mr. Barham held numerous senior management roles in various parts of Johnson & Higgins from

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1975 to 1997, prior to the merger of Johnson & Higgins and Marsh & McLennan Companies, including President, Chief Technical Officer and Head of Global Property Insurance. Mr. Barham currently serves on the NYC Outward Bound Advisory Board. Mr. Barham was chairman of the board of directors of Coral Insurance Company (“Coral”), a Florida domiciled property casualty insurance company, from 2004 until April 2009. On April 9, 2009, Coral was placed into receivership for purposes of rehabilitation. The Florida Department of Financial Services was appointed receiver of Coral.

We believe Mr. Barham’s qualifications to serve on our Board include Mr. Barham’s more than thirty years of experience in the insurance brokerage industry, particularly the numerous senior management roles held during his career, which provide him with unique insights that are particularly valuable to the Board, given the Company’s significant use of brokers in both its insurance and reinsurance businesses.

Galen R. Barnes, 69, has been a director since May 2004 and currently serves as a member of the Compensation Committee and the Risk Committee of the Board. Mr. Barnes was formerly President and Chief Operating Officer of Nationwide Mutual Insurance, where he worked from 1975 to 2003. Mr. Barnes held numerous senior and general management roles in various parts of the Nationwide organization, having previously been President of Nationwide Property and Casualty Affiliates, and President and Chief Operating Officer of Wausau Insurance. Mr. Barnes has also served on the board or committees for the Insurance Services Office, Inc., the Alliance of American Insurers, National Council on Compensation Insurance and as a member of the Property and Casualty CEO Roundtable. Mr. Barnes received his Fellowship in the Casualty Actuarial Society in 1977. He serves as a board member of unaffiliated Comenity Capital Bank of Salt Lake City, Utah, as a voluntary director of the Self Insurance Board of The Ohio State University and a voluntary director of the Grey Oaks Country Club in Naples, Florida.

We believe Mr. Barnes’ qualifications to serve on our Board include Mr. Barnes’ expertise as an actuary and his service as president and chief operating officer of one of the largest primary insurance companies in the United States, as well as his more than thirty years of experience in the insurance industry and service on a variety of industry boards and committees.

William H. Bolinder, 72, has been a director of the Company since December 2001 and was the lead independent director of the Company from November 2006 to March 2011, a position he resumed in May 2013. Mr. Bolinder served as Chairman of the Board of the Company from March 2011 to May 2013 and currently serves as a member of the Audit Committee and the Nominating and Corporate Governance Committee of the Board. In June 2006, Mr. Bolinder retired as President, Chief Executive Officer and a director of Acadia Trust N.A., a financial services company, positions he had held since 2003. He had previously been a member of the Group Management Board for Zurich Financial Services Group. He was the head of the North America business division (excluding U.S. Personal Lines) from 1994 to 2002, and the Latin America business division from 1996 to 2002, as well as the Corporate and Commercial Customer Division of Zurich Financial Services Group from 1998 to 2002. In 1994, he was elected to the Group Executive Board at Zurich Financial Services Group’s home office and became responsible for managing the Zurich Financial Services Group companies in the United States and Canada as well as Corporate/Industrial Insurance, Zurich International (Group) and Risk Engineering. Mr. Bolinder joined Zurich American Insurance Company, USA in 1986 as Chief Operating Officer and became Chief Executive Officer in 1987. Mr. Bolinder has been a director of Genworth Financial, Inc. since October 2010. Mr. Bolinder was a director of Quanta Capital Holdings Ltd. from January 2007 to October 2008. Mr. Bolinder was a director of Coral Insurance Company, a Florida domiciled property casualty insurance company, from March 2008 until April 2009. On April 9, 2009, Coral was placed into receivership for purposes of rehabilitation. The Florida Department of Financial Services was appointed receiver of Coral. Mr. Bolinder has also served on the board and committees of the American Insurance Association, American Institute for Chartered Property Casualty Underwriting, Insurance Institute for Applied Ethics, Insurance Institute of America, Insurance Services Office, Inc. and the National Association of Independent Insurers.

We believe Mr. Bolinder’s qualifications to serve as a director of the Company include Mr. Bolinder’s more than thirty years of experience in the insurance industry, including his many senior management roles at a global

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insurance and financial services organization, which provide a valuable perspective to the Company’s discussions of operations and the global insurance and reinsurance industry generally, and his prior and current experience sitting on multiple boards of directors.

Philip M. Butterfield, 69, has been a director since November 2014 and currently serves as a member of the Audit Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Butterfield was Chairman of the Board of HSBC Bank Bermuda Limited from May 2012 to December 2015 and was Chief Executive Officer of HSBC Bank Bermuda Limited from February 2004 until May 2012. Prior to this, Mr. Butterfield held the position of Chief Operating Officer with responsibility for the direction and oversight globally of HSBC Bank Bermuda Limited’s Operations, Systems, Human Resources, Audit, Compliance, Legal and Programme Management Office. Mr. Butterfield joined HSBC Bank Bermuda Limited in 2000 as Chief Administration Officer. Before joining HSBC Bank Bermuda Limited, Mr. Butterfield held a number of senior positions in Private Banking, Corporate Banking, Operations and Technology, and Human Resources with Citibank, which he joined in 1972. Mr. Butterfield is also Chairman of the Bermuda Hospitals Charitable Trust, a member of the Steering Committee for Bermuda First, President of Bermuda Health Foundation, Chairman of the Victor Scott School Alumni Association and a board member of the Bank of Bermuda Foundation, Johns Hopkins Medicine and the American Classical Orchestra.

We believe Mr. Butterfield’s qualifications to serve on our Board include Mr. Butterfield’s more than forty years of experience in the financial services industry, including his senior management roles Private Banking, Corporate Banking, Operations and Technology, and Human Resources, which provide a valuable perspective to the Company’s discussions of operations, information technology and human resources.

Steven W. Carlsen, PhD, 59, has been a director of the Company since February 2006 and currently serves as a member of the Finance Committee and the Risk Committee of the Board. Dr. Carlsen is President of Shadowbrook Advising Inc. (“Shadowbrook”), a consulting firm providing advisory and analytical services to insurance and reinsurance companies as well as to private equity and hedge fund groups investing in these areas. Prior to retiring from Endurance and reactivating his consulting practice in 2006, Dr. Carlsen was a founding member of Endurance, helping to raise the initial capital in 2001. He served at various times as the Company’s Chief Operating Officer, Chief Underwriting Officer and as President of its U.S. reinsurance subsidiary. Beginning in May 2012, the Company engaged Shadowbrook and Dr. Carlsen to provide Endurance with underwriting and operating consulting services on a limited basis. Dr. Carlsen began his career as a property facultative underwriter in 1979 and later as a treaty account executive for Swiss Reinsurance Company. He joined NAC Re in 1986, ultimately heading their Property and Miscellaneous Treaty Department (which included aviation, marine, surety and finite business). He managed NAC Re’s retrocessions and was involved in the formation of their U.K. company. In 1994, Dr. Carlsen left NAC Re to join CAT Limited as their Chief Underwriter-North America and in 1997 was co-founder of CAT Limited’s finite insurer, Enterprise Re. From 1999 until he joined the Company in 2001, Dr. Carlsen worked as a consultant, principally with three Morgan Stanley Private Equity insurance ventures and the Plymouth Rock Group. Dr. Carlsen holds a B.A. in Mathematics from Cornell University and received his PhD in Economics from Fordham University’s Graduate School of Arts and Sciences in May 2013.

We believe Dr. Carlsen’s qualifications to serve as a director of the Company include Dr. Carlsen’s extensive industry knowledge and experience, as well as his previous service as a founder of the Company and as the Company’s Chief Operating Officer, Chief Underwriting Officer and as President of the Company’s U.S. reinsurance subsidiary, which are valuable to the Board’s understanding of the Company’s operations.

John R. Charman, 63, joined Endurance in May 2013 as Chairman of the Board and Chief Executive Officer. Mr. Charman currently serves as a member of the Finance Committee and the Risk Committee of the Board. Mr. Charman has four decades of global experience in the insurance industry and has been in a senior underwriting position since 1975 and a CEO role since 1981. Most recently, Mr. Charman founded AXIS Capital Holdings Limited in 2001 and served for 11 years as its Chief Executive Officer and President. From 2000 to

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2001, Mr. Charman served as Deputy Chairman of ACE INA Holdings and President of ACE International. Mr. Charman also served as Chief Executive Officer at ACE Global Markets from 1998 to 2001. Prior to that, Mr. Charman was the Chief Executive Officer of Tarquin plc, the parent company of the Charman Underwriting Agencies at Lloyd’s of London (“Lloyd’s”), which was sold to Ace Limited in 1998. Mr. Charman was the Deputy Chairman of the Council of Lloyd’s and a member of the Lloyd’s Core Management Group and Lloyd’s Market Board between 1995 and 1997, which was during the financial crisis at Lloyd’s. Mr. Charman held the position of Second Deputy Chairman of the Association of Bermuda Insurers and Reinsurers from January 2011 to June 2012. Mr. Charman is currently a member of the Board of the Masterworks Museum of Bermuda Art.

We believe Mr. Charman’s qualifications to serve as a director of the Company include Mr. Charman’s more than forty years of experience in the insurance industry, including his many years as a chief executive officer of several successful global insurance and financial services organizations, which provide a unique understanding of the Company’s underwriting and operations activities and the global insurance and reinsurance industry generally.

Morgan W. Davis, 65, has been a director of the Company since July 2015 and currently serves as a member of the Compensation Committee and the Finance Committee of the Board. Mr. Davis serves as a director of White Mountains Insurance Group, Ltd. and OneBeacon Insurance Group, Ltd., a subsidiary of White Mountains Insurance Group, Ltd. Mr. Davis served as a director of Montpelier Re Holdings Ltd. (“Montpelier”) from 2006 to 2015. Mr. Davis was formerly Managing Director at OneBeacon from 2001 to 2005. From 1994 to 2001, he served in various capacities for White Mountains Insurance Group, Ltd. Prior to that, he was with Fireman’s Fund Insurance Company for seven years and INA/Cigna for ten years.

We believe Mr. Davis’ qualifications to serve as a director of the Company include Mr. Davis’ experience gained over the course of his forty-five year career in the property and casualty insurance industry, Mr. Davis’ prior senior management roles and Mr. Davis’ prior and current experience sitting on multiple boards of directors provide a valuable perspective to the Company’s discussions of operations and the insurance and reinsurance industry generally.

Susan S. Fleming, PhD, 45, has been a director of the Company since May 2011 and currently serves as Chairwoman of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee of the Board. Dr. Fleming worked at Capital Z Financial Services, a private equity firm, as a Principal from 1998 to 2001 and as Partner from 2001 to 2003. She was Vice President at Insurance Partners Advisors, LP, a private equity firm, from 1994 to 2003 and held various positions at Morgan Stanley and Company from 1992 to 1994. Dr. Fleming is currently a consultant and Senior Lecturer in management, finance and entrepreneurship at Cornell University. Dr. Fleming has been a director of Virtus Investment Partners, Inc., a publicly traded asset management company since January 2009. She also served as a director of Universal American Financial Corp., a family of specialty healthcare companies, from July 1999 to December 2003, PXRE Group, Ltd., a property reinsurer, from April 2002 to April 2005, Ceres Group, Inc., an insurance and annuity products provider, from February 2000 to August 2006 and Quanta Capital Holdings, Ltd., a specialty insurance and reinsurance holding company, from July 2006 to October 2008.

We believe Dr. Fleming’s qualifications to serve as a director of the Company include Dr. Fleming’s experience as a private equity investor and investment banker focusing on the insurance industry, her knowledge of investing and capital market transactions and her prior and current experience sitting on multiple boards of directors, including the boards of directors of five publicly traded corporations.

Nicholas C. Marsh, 60, has been a director of the Company since July 2015 and currently serves as a member of the Nominating and Corporate Governance Committee and the Risk Committee of the Board. Mr. Marsh is a Member of the Board of Directors of HCC International Insurance Company PLC, holding the position of Non-Executive Chairman of HCC International and HCC Underwriting Agency Ltd. Prior to joining the Board of HCC in April 2014, Mr. Marsh was employed as Director of Corporate Underwriting and Director

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of Underwriting Review at Atrium Underwriting Group Limited from 2007 until his retirement in December 2013. During his forty-year career with Atrium, Mr. Marsh also served as the Active Underwriter of Syndicate 570 at Lloyd’s from 1989 to 2005, and prior to that as an Underwriter of Syndicate 570 from 1973 to 1989, as Chairman of Atrium Underwriters Limited from 2005 to 2007 and Chief Executive Officer of Atrium Underwriting Plc from 2000 to 2005. Mr. Marsh served as a director of Montpelier from 2014 to 2015. Mr. Marsh has served as a trustee of the Lloyd’s Benevolent Fund since 2007 and from 2008 to 2013, he served as a member of the Council of Lloyd’s.

We believe Mr. Marsh’s qualifications to serve as a director of the Company include Mr. Marsh’s extensive experience in the international insurance industry, including his many senior management roles at a Lloyd’s managing agent, which provide a valuable perspective to the Company’s discussions of international operations and the global insurance and reinsurance industry generally.

Scott D. Moore, 63, has been a director of the Company since May 2011 and currently serves as Chairman of the Risk Committee and as a member of the Audit Committee of the Board. Mr. Moore was the Chief Executive Officer of PartnerRe U.S., a reinsurance company, from 1998 to 2009. Prior to that, Mr. Moore served as the Executive Vice President and Chief Financial Officer of PartnerRe Ltd. from 1993 to 1998. Mr. Moore was employed for 13 years (three years as a Partner) with Coopers & Lybrand LLP, specializing in the insurance industry.

We believe Mr. Moore’s qualifications to serve as a director of the Company include Mr. Moore’s long experience as a senior executive responsible for operations and finance at a peer reinsurance company, as well as Mr. Moore’s deep knowledge of insurance accounting obtained while employed at Coopers & Lybrand LLP.

William J. Raver, 68, has been a director since May 2006 and currently serves as Chairman of the Finance Committee and as a member of the Audit Committee of the Board. From July 2006 through March 2008, Mr. Raver served as the Chief Executive Officer and Chief Investment Officer of the National Railroad Retirement Investment Trust (“NRRIT”) where he led a twenty person staff, overseeing investment activity of the trust fund established by Federal legislation in 2001 to manage certain defined benefit retirement assets of the U.S. railway industry, then totaling $30 billion. From 1997 until he joined NRRIT in 2006, Mr. Raver was with Verizon Investment Management Corporation, most recently as Chief Operating Officer. In this role, he shared investment responsibility for $65 billion of Verizon retirement and savings plan assets and was the officer in charge of trust fund financial reporting and fiduciary functions. From 1994 to 1997, Mr. Raver was Senior Vice President, Chief Administrative Officer, and Director of Research at Evaluation Associates, an investment consulting firm. His earlier career includes senior level positions in corporate treasury with Young & Rubicam, Cadbury Schweppes, Stauffer Chemical and Avon Products. Mr. Raver currently serves on a number of investment advisory boards and is recognized as a Governance Fellow by the National Association of Corporate Directors.

We believe Mr. Raver’s qualifications to serve as a director of Endurance include Mr. Raver’s extensive experience as an investment manager, which provides the Board and management valuable insight and guidance on managing the Company’s own investment portfolio and helps balance the industry experience of many of the other members of the Company’s Board.

Robert A. Spass, 60, has been a director since July 2002 and currently serves as a member of the Compensation Committee and the Finance Committee of the Board. Mr. Spass is a Partner of Capital Z Partners, an investment firm he joined as a founding partner in 1998. Prior to 1998, Mr. Spass was the Managing Partner and co-founder of Insurance Partners Advisors, L.P. Mr. Spass was also President and CEO of International Insurance Advisors, Inc., the management company of International Insurance Investors, L.P. Prior to joining International Insurance Investors, Mr. Spass was a Director of Investment Banking at Salomon Brothers with responsibility for corporate finance relationships with the insurance industry. He currently serves on the board of directors of Five Hole, LLC, Universal American Corp., Minova Insurance Holdings Ltd. and MountainView

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Capital Holdings, LLC. He also served as a director of Lancashire Holdings Limited from November 2005 to December 2014.

We believe Mr. Spass’ qualifications to serve as a director of the Company include Mr. Spass’ background as an experienced insurance industry investor and his extensive knowledge of the capital markets, particularly as they relate to the insurance and reinsurance industry.

Ian M. Winchester, 69, has been a director of the Company since July 2015 and currently serves as a member of the Audit Committee and the Risk Committee of the Board. Mr. Winchester is currently a Managing Partner and Chairman of the Investment Committee of BHC Winton Funds, L.P., an investment fund which focuses on providing capital to syndicates operating in the Lloyd’s market, and the Managing Director — Insurance of Brooks, Houghton & Co., a privately owned specialist investment banking and fund management firm founded in 1989. From 1985 to 2006, he was with T&H Holdings, Inc., parent of Toplis and Harding, Inc., one of the oldest independent insurance outsourced services companies in North America specializing in claims adjusting work, where he served as Chairman, President and CEO and where he continues to serve as a non-executive director. From 1970 to 1985, he was with Winchester Bowring, Ltd., a specialist reinsurance broker at Lloyd’s and a subsidiary of Marsh & McLennan, Inc., where he served as Managing Director from 1976 to 1985, and from 1964 to 1970 he was with Alexander Howden, Ltd., now a part of Aon Corporation, where he served as an Assistant Director from 1968 to 1970. Mr. Winchester has also been an Underwriting Member of Lloyd’s since 1978. Mr. Winchester served as a director of Montpelier from 2007 to 2015.

We believe Mr. Winchester’s qualifications to serve as a director of the Company include Mr. Winchester’s extensive experience in the insurance industry, including as an investment banker focused on the Lloyd’s market and his many senior management roles in brokerage and insurance services companies.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION OF DIRECTORS OF THE COMPANY.

Voting for Directors

Proxies cannot be voted for a greater number of persons than the nominees named. In the event that any of the above listed nominees for director should become unavailable for election for any presently unforeseen reason, the persons named in the proxy card have the right to use their discretion to vote for a substitute nominee to be determined by the Board of Directors.

The election of the Company’s directors requires the affirmative vote of a majority of the votes cast at the Annual General Meeting. In other words, director nominees standing for election to the Board of Endurance Specialty Holdings Ltd. will be elected if the number of votes cast “for” such director’s electing exceeds the number of votes cast “against” or “withheld” from that director. If a director in an uncontested election receives less than a simple majority of votes cast “for” his election, the director is required to submit a letter of resignation to the Board of Directors within 20 calendar days after the date of the Annual General Meeting.

The majority vote standard is not applicable to contested director elections, which are determined by a plurality of the votes cast. A plurality of votes cast means that the director receiving the highest number of votes “for” is deemed approved irrespective of how small the number of “for” votes is in comparison to the total number of shares voted.

Board of Directors

Board Responsibilities and Leadership Structure

The Board oversees management’s performance on behalf of the Company’s shareholders. The Board’s primary responsibilities are (1) to select, oversee and determine compensation for the Chief Executive Officer

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who, with senior management, runs the Company on a day-to-day basis, (2) to monitor management’s performance to assess whether the Company is creating value for the Company’s shareholders in an effective, efficient and ethical manner and (3) to periodically review the Company’s long-range plan, business initiatives, capital management and budget matters.

The Board appoints the Chairman of the Board, who may be an officer or former officer of the Company if the Board determines that it is in the best interests of the Company and its shareholders. The roles of Chairman of the Board and Chief Executive Officer may be held by the same person or may be held by different people. However, if the Chairman is also the Chief Executive Officer, then the Board has determined that it will also appoint a lead independent director (the “Lead Director”).

Mr. Charman is currently the Chairman of the Board and Chief Executive Officer and has served in those roles since May 2013. We believe that having a single person hold the roles of Chairman of the Board and Chief Executive Officer is appropriate for Endurance at this time because it allows one person to speak for and lead both the Company and the Board.

Upon Mr. Charman’s appointment as Chairman of the Board, Mr. Bolinder was appointed as Lead Director, a position he previously held from November 2006 to March 2011. Mr. Bolinder, an independent director, was selected by our independent directors to serves as the Lead Director. Endurance believes that having a Lead Director ensures effective oversight by an independent board through a single recognized leader. As established by the independent directors of the Board, the Lead Director’s responsibilities are to:

The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as necessary. The independent directors also meet in executive session without management present. The Board has delegated certain responsibilities and authority to the committees described below. Committees report regularly on their activities and actions to the full Board.

Role of the Board of Directors in Risk Management

Board Oversight. The Board is actively involved in the oversight of risks that could affect the Company. The Board’s oversight of risk at the Company is accomplished both at the full Board level and through its committee structure. The Board’s role in risk oversight is consistent with the Company’s leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board and its committees providing oversight in connection with these efforts. The members of the Board have regular, direct access to the Company’s senior executives, as well as other officers responsible for the operational and control functions of the Company.

The Board’s risk management responsibilities focus on setting applicable risk and return goals for the Company, approving key risk management policies, fostering within the Company an appropriate culture of risk

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awareness and facilitating open communication between management and the Board about the risks assumed by the Company. In addition, the Board is responsible for monitoring risks within the following categories:

Committee Responsibilities. In order to discharge its responsibilities effectively, the Board allocates responsibilities for risk oversight among its committees.

The Audit Committee oversees and focuses on risks related to the Company’s financial statements and the financial reporting process. In addition, the Audit Committee is responsible for monitoring risks within the following categories:

The Risk Committee oversees the Company’s risk management framework, with the purpose of identifying and managing the risks that threaten the Company and its solvency, optimizing the Company’s risk based capital position, monitoring the Company’s risk adjusted returns on capital and reviewing with management the Company’s underwriting, investment and operational volatility. In addition, the Risk Committee is responsible for monitoring risks in the following categories:

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The Finance Committee oversees the risks within the Company’s investment portfolio and capital structure. In addition, the Finance Committee is responsible for monitoring risks in the following categories:

The Compensation Committee evaluates the risks and rewards associated with the Company’s compensation and benefits programs. In addition, the Compensation Committee is responsible for monitoring risks in the following categories:

The Nominating & Corporate Governance Committee assesses the risks associated with the Company’s corporate governance policies and practices. In addition, the Nominating & Corporate Governance Committee is responsible for monitoring risks in the following categories:

The Board’s committees regularly receive and discuss materials from each other. In addition, proceedings of each committee are open to informational attendance by members of other committees. The Company believes these policies enable the directors to be cognizant of the various risks across the Company. Each committee performs a comprehensive annual self-assessment as part of the Board’s overall governance effectiveness review and assessment, which accordingly reflects the committees’ evaluation of the Company’s corporate risk management practices and, if applicable, the identification of potential new oversight needs in light of changes in the Company’s strategy, operations or business environment. Each committee has broad powers to ensure that it has the resources to satisfy its duties under its charter. Each committee also has access to outside advisors as well as management. In addition, the Company’s independent auditors and management representatives from the Company’s risk, administrative, legal, accounting and internal audit functions separately meet with, and are interviewed by, the Audit Committee in executive sessions.

Compensation Policies and Practices. When reviewing and approving the Company’s compensation programs, the Compensation Committee considers the relationship between such compensation programs and the Company’s risk management practices and risk taking incentives. The Compensation Committee has designed the Company’s compensation plans, including its incentive compensation programs, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. The following elements have been incorporated in the compensation programs available for the Company’s employees, including its executive officers:

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The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“F.W. Cook”), its independent compensation consultant, to collaborate with the Compensation Committee to conduct an assessment of potential risks that may arise from our compensation programs. Based on this assessment, the Compensation Committee concluded that our compensation policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to have a material adverse effect on the Company.

Committees of the Board of Directors

The Board of Directors presently has the following standing committees: Audit, Compensation, Finance, Nominating and Corporate Governance and Risk. Except for the Finance Committee and the Risk Committee, on which Mr. Charman serve, each of the standing committees of the Board of Directors is comprised entirely of independent directors, as determined by the Board of Directors in accordance with New York Stock Exchange corporate governance standards (the “NYSE Corporate Governance Standards”). Each of the standing committees operates under a written charter adopted by the Board of Directors which is available on the Company’s web site at www.endurance.bm and is also available in print upon request to the Company’s Secretary.

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Below is a table setting forth the composition of each of the standing committees of the Board of Directors as well as a description of the composition, activities and meeting information of each committee:

= Chair

= Member

Audit

Compensation

Finance

Nominating & Corporate Governance

Risk

John T. Baily

Norman Barham

Galen R. Barnes

William H. Bolinder

Philip M. Butterfield

Steven W. Carlsen

John R. Charman

Morgan W. Davis

Susan S. Fleming

Nicholas C. Marsh

Scott D. Moore

William J. Raver

Robert A. Spass

Ian M. Winchester

Audit Committee. The Audit Committee currently is comprised of Messrs. Baily, Bolinder, Butterfield, Moore, Raver and Winchester and is chaired by Mr. Baily. The Board of Directors has determined that all members of the Audit Committee are financially literate and that Mr. Baily is an “audit committee financial expert” as defined under the rules of the U.S. Securities and Exchange Commission (the “SEC”). Shareholders should understand that this designation is an SEC disclosure requirement related to Mr. Baily’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon Mr. Baily any duties, obligations or liability greater than are generally imposed upon him as a member of the Audit Committee and the Board and his designation as a financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board. Other currently serving members of the Audit Committee and the Board may be considered financial experts, but the Board has not so designated them at this time.

The Audit Committee (i) reviews internal and external audit plans and findings, (ii) reviews accounting policies and controls, (iii) recommends the annual appointment of auditors, (iv) reviews risk management processes and (v) pre-approves the Company’s independent auditors’ audit and non-audit services. The Audit Committee held four meetings during 2015.

Compensation Committee. The Compensation Committee currently is comprised of Messrs. Barham, Barnes, Davis and Spass and Dr. Fleming and is chaired by Mr. Barham. The Compensation Committee oversees the Company’s compensation and benefit policies, including administration of annual incentive compensation and long-term incentive plans. The Compensation Committee held four meetings during 2015.

Finance Committee. The Finance Committee currently is comprised of Messrs. Baily, Charman, Davis, Raver and Spass and Dr. Carlsen and is chaired by Mr. Raver. The Finance Committee establishes investment guidelines and supervises the Company’s finance and investment activity. The Finance Committee reviews the adequacy of existing financing facilities, regularly monitors the Company’s overall investment results, reviews

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compliance with the Company’s investment objectives and guidelines, and ultimately reports the overall investment results to the Board of Directors. The Finance Committee held four meetings during 2015.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee currently is comprised of Messrs. Barham, Bolinder, Butterfield and Marsh and Dr. Fleming and is chaired by Dr. Fleming. The Nominating and Corporate Governance Committee nominates candidates for positions on the Board of Directors and establishes and maintains the Company’s corporate governance policies. The Nominating and Corporate Governance Committee held four meetings during 2015.

Risk Committee. The Risk Committee is currently comprised of Messrs. Barnes, Charman, Marsh, Moore, Winchester and Dr. Carlsen, and is chaired by Mr. Moore. The Risk Committee reviews and evaluates the risks to which the Company is exposed, as well as discusses, monitors and oversees the guidelines and policies that govern the process by which the Company assesses and manages exposure to risk. The Risk Committee held four meetings during 2015. For additional discussion regarding the Board’s role in the Company’s risk management process, please see “Role of the Board of Directors in Risk Management” above.

Director Nominee Process

In connection with each Annual General Meeting, and at such other times as it may become necessary to fill one or more seats on the Board of Directors, the Nominating and Corporate Governance Committee will consider in a timely fashion potential candidates for director that have been recommended by the Company’s directors, the Chief Executive Officer, other members of senior management and shareholders. The qualifications for potential candidates are described below and detailed in the Company’s Director Qualification and Nomination Policy. The procedures for submitting shareholder nominations of individuals for election at the 2016 Annual General Meeting are explained below. The Nominating and Corporate Governance Committee may also determine to engage a third-party search firm as and when it deems appropriate to identify potential director candidates for its consideration. The Nominating and Corporate Governance Committee will meet as often as it deems necessary to narrow the list of potential candidates, review any materials provided in connection with potential candidates and cause appropriate inquiries to be conducted into the backgrounds and qualifications of each candidate. During this process, the Nominating and Corporate Governance Committee also reports to and receives feedback from other members of the Board of Directors and meets with and considers feedback from the Chief Executive Officer and other members of senior management. Interviews of potential candidates for nomination are conducted by members of the Nominating and Corporate Governance Committee, other outside directors, the Chief Executive Officer and other members of senior management. The final candidate(s) are nominated by the Board of Directors for election by the shareholders or named by the Board of Directors to fill a vacancy.

Shareholders of the Company wishing to nominate one or more individuals for election as directors must provide written notice to the Company at its registered office: Endurance Specialty Holdings Ltd., Attention: John V. Del Col, Secretary, Waterloo House, 100 Pitts Bay Road, Pembroke HM08, Bermuda. Such notice of nomination for the 2017 Annual General Meeting of Shareholders must be received by the Company not later than December 11, 2016 and not earlier than November 11, 2016. As required under the Company’s Bye-Laws, submissions must include:

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Director Qualifications

The Board has adopted a Director Qualification and Nomination Policy (the “Director Nomination Policy”) to assist the Board and its Nominating and Corporate Governance Committee in the exercise of its responsibilities in connection with the nomination of candidates to serve as members of the Board. The personal characteristics, attributes, bases for evaluation, process for renomination of current directors and Endurance’s definition of “independence” for purposes of determining the independence of members of the Board are set forth in the Director Nomination Policy and are discussed below. The Director Nomination Policy is intended as a component of the framework within which the Board, assisted by the Nominating and Corporate Governance Committee, nominates candidates to serve as members of the Board.

Under the Director Nomination Policy, candidates for the Board of Directors should possess personal characteristics consistent with those who:

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In addition, under the Director Nomination Policy, candidates for the Board of Directors should have one or more of the following attributes:

Under the Director Nomination Policy, the evaluation of any potential candidate considers the following factors:

The composition of the current Board includes directors with diverse backgrounds, including seasoned insurance and reinsurance industry executives, investment management veterans, investment professionals, financial experts and those with significant experience operating global enterprises at the executive level.

In the case of current directors being considered for renomination, the director’s history of attendance at Board of Directors and committee meetings, the director’s tenure as a member of the Board of Directors and the director’s preparation for and participation in such meetings are also taken into consideration under the Director Nomination Policy.

Communication with Directors

Shareholders and other interested parties may contact any Endurance director, including non-management directors, by writing to them at Endurance Specialty Holdings Ltd., Attention: John V. Del Col, Secretary, Waterloo House, 100 Pitts Bay Road, Pembroke HM08, Bermuda. You may report complaints about Endurance’s accounting, internal accounting controls or auditing matters or communicate any other comments, questions or concerns. Complaints relating to Endurance’s accounting, internal accounting controls or auditing matters will also be referred to members of the Audit Committee and may also be reported by accessing MySafeWorkplace, a third party, anonymous and confidential incident reporting system at www.mysafeworkplace.com. All comments, complaints and concerns will be received and processed by the Chairman of the Audit Committee and Endurance’s Secretary. The process for collecting and organizing security holder communications, as well as similar or related activities, has been approved by a majority of the Company’s independent directors.

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Attendance at Meetings by Directors

The Board of Directors conducts its business through its meetings and meetings of its committees. Each director is expected to attend each of the Company’s regularly scheduled meetings of the Board of Directors and its constituent committees on which that director serves and the Company’s Annual General Meeting of Shareholders. Eight meetings of the Board of Directors were held in 2015. All of the Company’s directors during 2015 attended 75% or more of the meetings of the Board of Directors and the meetings of the committees on which they served. All of the Company’s directors except for Dr. Carlsen and Mr. Spass attended the Company’s 2015 Annual General Meeting of Shareholders.

Director Independence

Under the NYSE Corporate Governance Standards, a majority of the Board of Directors (and each member of the Audit, Compensation and Nominating and Corporate Governance Committees) must be independent. The Board of Directors may determine a director to be independent if the director has no disqualifying relationship as defined in the NYSE Corporate Governance Standards and if the Board of Directors has affirmatively determined that the director has no material relationship with the Company, either directly or as a shareholder, officer or employee of an organization that has a relationship with the Company that meets the standards as set forth by the NYSE and the Company. Independence determinations will be made on an annual basis at the time the Board of Directors approves director nominees for inclusion in the annual proxy statement and, if a director joins the Board of Directors between annual meetings, at such time.

Categorical Standards. To assist it in making its independence determinations, the Board of Directors has adopted as part of the Director Nomination Policy categorical independence standards parallel to those set forth in the NYSE Corporate Governance Standards. The categorical independence standards in the Director Nomination Policy state that:

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In addition to the categorical standards listed above, the Board of Directors considers all relevant facts and circumstances when makings its determinations of independence.

Independence Determination. The Board of Directors has determined, in accordance with the Director Nomination Policy and the NYSE Corporate Governance Standards, that all of the members of the Board of Directors, other than John R. Charman, are independent and have no material relationships with the Company.

Compensation of Directors

The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to directors for Board, committee and committee chairperson services. While the Compensation Committee is authorized to engage consultants or advisors in connection with its review and analysis of director compensation, it did not do so in 2015.

In making director compensation recommendations, the Compensation Committee takes into account various factors, including, the responsibilities of directors and committee chairpersons, and the form and amount of compensation paid to directors by comparable companies. The Board reviews the recommendations of the Compensation Committee and determines the form and amount of director compensation.

The Compensation Committee and the Board believe that the compensation of the directors:

During 2015, John R. Charman served as Chairman of the Board of Directors of the Company and as Chief Executive Officer of the Company. Mr. Charman does not receive any additional compensation for his service as Chairman of the Board of Directors of the Company.

During 2015, the Company provided its non-employee directors with the following cash compensation:

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In addition to cash compensation, the Company may deliver to its non-employee directors equity incentive compensation. The target level of equity incentive compensation for the Company’s non-employee directors is $105,000 per annum. In 2015, each non-employee director was granted 1,669 restricted shares, which were issued under the Company’s 2007 Equity Incentive Plan on the date of the Company’s Annual General Meeting. The restricted shares granted to non-employee directors will vest on the one year anniversary of the grant date and any cash or in-kind dividends or distributions paid or made by the Company on a record date occurring during the one year restricted period shall be held by the Company in escrow and shall be paid or made to the non-employee director, without interest, only when and if such restricted shares vest following the one year restricted period.

The following table sets forth, for the year ended December 31, 2015, the compensation for services to the Company by each of its non-employee directors:

Transactions with Related Persons, Promoters and Certain Control Persons

Review and Approval

The Board has adopted a written policy and procedure for review, approval and monitoring of transactions involving the Company and “related persons” (directors and executive officers or their immediate family

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members, or shareholders owning five percent or greater of the Company’s outstanding shares). The policy covers any related person transaction that meets the minimum threshold for disclosure in the Company’s proxy statement under the relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).

Policy

Procedures

Related Party Transactions

On January 28, 2016, BlackRock, Inc. (“BlackRock”) filed a Schedule 13G with the SEC disclosing that its subsidiaries held, in the aggregate, approximately 6.0% of Endurance’s ordinary shares as of December 31, 2015. Subsidiaries of BlackRock provide the Company and its subsidiaries with investment management, investment accounting and risk analysis services. During the year ended December 31, 2015, the Company paid or accrued fees of approximately $3.6 million for those services. All fee arrangements were entered into pursuant to arm’s length transactions at prevailing market rates for the services rendered. Following the procedures set forth above, the Nominating and Corporate Governance Committee of the Board, at its meeting in February of 2016, reviewed and ratified the various relationships and transactions by and among the Company, BlackRock and their applicable affiliated companies.

On February 12, 2016, Fidelity Management & Research Company (“Fidelity”) filed a Schedule 13G/A with the SEC disclosing that its subsidiaries held, in the aggregate, approximately 5.2% of Endurance’s ordinary

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shares as of December 31, 2015. Subsidiaries of Fidelity provide the Company and its subsidiaries with investment management services. During the year ended December 31, 2015, the Company paid or accrued fees of approximately $1.3 million for those services. All fee arrangements were entered into pursuant to arm’s length transactions at prevailing market rates for the services rendered. Following the procedures set forth above, the Nominating and Corporate Governance Committee of the Board, at its meeting in February of 2016, reviewed and ratified the various relationships and transactions by and among the Company, Fidelity and their applicable affiliated companies.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The Board has adopted Corporate Governance Guidelines to best ensure that the Board is independent from management, that the Board adequately performs its function as the overseer of management and ensure that the interests of the Board and management align with the interests of the Company’s shareholders. The Company’s Corporate Governance Guidelines outline the responsibilities, operations, qualifications and composition of the Board of Directors and embody many of our practices, policies and procedures, which are the foundation of our commitment to the highest standards of corporate governance. The Corporate Governance Guidelines are reviewed at least annually by the Nominating and Corporate Governance Committee and revised as necessary to continue to reflect improvements in our corporate governance standards.

The Board has adopted a Code of Business Conduct and Ethics that outlines the principles, policies, rules, regulations and laws that govern the activities of the Company and its employees, directors, and consultants and establishes guidelines for professional conduct in the workplace. Every employee and director is required to read and annually attest to compliance with the Code of Business Conduct and Ethics and other applicable Company policies. Any required amendment to, or waiver of, a provision of the Code of Business Conduct and Ethics for our directors and executive officers may be made only by our Board, the Audit Committee or the Nominating and Corporate Governance Committee and will be promptly disclosed to shareholders in accordance with the listing standards of the New York Stock Exchange and the rules and regulations of the SEC.

Copies of the Corporate Governance Guidelines and the Code of Business Conduct and Ethics are available on our website at www.endurance.bm. On an annual basis, each director and executive officer is obligated to complete a Director and Officer Questionnaire which requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. Pursuant to the Company’s Corporate Governance Guidelines and Code of Business Conduct and Ethics, the Chairman of the Audit Committee, the Chairman of the Nominating and Corporate Governance Committee and the Company’s General Counsel are charged with resolving any conflict of interest involving any member of the Board or employee of the Company.

AUDIT MATTERS

Proposal No. 2 — Appointment of Independent Registered Public Accounting Firm

Upon the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of the firm of Ernst & Young Ltd. as the Company’s independent registered public accounting firm to audit the financial statements of the Company and its subsidiaries for the year ending December 31, 2016 and recommends that shareholders authorize the Board of Directors, acting through its Audit Committee, to set the fees for the independent registered public accounting firm. Ernst & Young Ltd. has audited the Company’s financial statements since the Company’s inception in December of 2001. Representatives of Ernst & Young Ltd. are expected to be present at the Annual General Meeting and will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPOINTMENT OF ERNST & YOUNG LTD. AS THE COMPANY’S INDEPENDENT

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REGISTERED PUBLIC ACCOUNTING FIRM AND THE AUTHORIZATION OF THE BOARD OF DIRECTORS, ACTING THROUGH ITS AUDIT COMMITTEE, TO SET THE FEES FOR THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

The appointment of Ernst & Young Ltd. as the Company’s independent registered public accounting firm and the authorization of the Board of Directors, acting through its Audit Committee, to set the fees for the independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the Annual General Meeting.

Report of the Audit Committee

The following report is not deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by the Company under the Securities Act or the Exchange Act.

Messrs. Baily, Bolinder, Butterfield, Moore, Raver and Winchester currently serve on the Audit Committee. All current members of the Audit Committee will continue as members of the Audit Committee, assuming they are re-elected to the Board of Directors by the shareholders.

After reviewing the qualifications of the current members of the Audit Committee, and any relationships they may have with the Company that might affect their independence from the Company, the Board of Directors has determined that (1) all current Audit Committee members are “independent” as that concept is defined in Section 10A of the Exchange Act, the SEC rules promulgated thereunder, the applicable NYSE Corporate Governance Rules and the standards adopted by the Board of Directors as part of the Director Nomination Policy, (2) all current Audit Committee members are financially literate, and (3) Mr. Baily qualifies as an “audit committee financial expert” as defined by SEC rules promulgated under the Exchange Act. Shareholders should understand that this designation is an SEC disclosure requirement related to Mr. Baily’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon Mr. Baily any duties, obligations or liability greater than are generally imposed upon him as a member of the Audit Committee and the Board and his designation as a financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board. Other currently serving members of the Audit Committee and the Board may be considered financial experts, but the Board has not so designated them at this time.

The Board of Directors appointed the undersigned directors as members of the Audit Committee and previously adopted a written charter setting forth the procedures and responsibilities of the committee. Each year, the Audit Committee reviews the charter and reports to the Board of Directors on its adequacy in light of applicable NYSE rules. The charter is available on the Company’s web site at www.endurance.bm and is also available in print upon request to the Company’s Secretary. In addition, the Company will furnish an annual written affirmation to the NYSE relating to, among other things, clauses (1)—(3) of the preceding paragraph of this report and the adequacy of the Audit Committee charter.

During the last year, and earlier this year in preparation for the filing with the SEC of the Company’s Form 10-K, the Audit Committee:

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In addition to the actions described above taken in connection with the preparation for the filing with the SEC of the Company’s Form 10-K, the Audit Committee reviews the internal audit function of the Company, including the independence and authority of its reporting obligations, the proposed audit plans for the coming year and the coordination of such plans with the independent auditors. The Company’s internal audit department objective is to evaluate and improve the effectiveness of the Company’s governance, risk management, internal control. The Audit Committee oversees the internal audit department and the overall internal audit function at the Company. The Company’s internal audit function operates under the terms of the Company’s Internal Audit Department Charter which is reviewed by the Audit Committee. To assist with the Audit Committee’s oversight, the Company’s internal audit department provides an annual risk-based audit plan to the Audit Committee and periodic reports are additionally made to the Audit Committee summarizing the results of internal audit activities.

The Audit Committee appoints and annually evaluates the performance of the Company’s independent auditor and provides assistance to the members of the Board of Directors in fulfilling their oversight functions of the financial reporting practices, including satisfying obligations imposed by Section 404 of the Sarbanes Oxley Act of 2002, and financial statements of the Company. The Company’s current independent registered public accounting firm is Ernst & Young Ltd. (“Ernst & Young”). Ernst & Young has been the Company’s independent registered public accounting firm since 2001 and the Audit Committee has selected Ernst & Young to be the Company’s independent registered public accounting firm for 2016.

The Audit Committee contracts with and sets the fees paid to the Company’s independent auditor. The fees for services for Ernst & Young’s audit services the past two fiscal years are set forth under “Audit Fees.” Audit

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fees relate to professional services rendered for the audit of consolidated financial statements of the Company, audits of the statutory financial statements of certain subsidiaries, review of quarterly consolidated financial statements and audit of internal control over financial reporting as required under Section 404 of the Sarbanes Oxley Act of 2002.

The Audit Committee also determines that the non-audit services provided to the Company by the independent auditors are compatible with maintaining the independence of the independent auditors and established clear hiring policies for employees or former employees of the Company’s independent auditors. The Audit Committee’s pre-approval policies and procedures are discussed below under “Audit Fees.” The Audit Committee annually conducts an evaluation of the independent auditors to determine if they will recommend the retention of the independent auditors. As part of the evaluation of the independent auditors, the Audit Committee surveys select Company management and all members of the Audit Committee to determine if the independent auditors are meeting Company expectations. In addition, the Audit Committee obtains and reviews, at least annually, a report by the independent auditors describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess the independent auditors’ independence) all relationships between the independent auditors and the Company. Based upon the results of the evaluations mentioned, the Audit Committee recommends the retention of Ernst & Young as the Company’s independent auditors based upon the quality of audit services and sufficiency of resources provided.

While the Audit Committee has the duties and responsibilities set forth above and in its charter, the Audit Committee is not responsible for planning or conducting the audit or for determining whether the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Similarly, it is not the responsibility of the Audit Committee to ensure that the Company complies with all laws and regulations, its Code of Business Conduct and Ethics or its Corporate Governance Guidelines.

In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Company, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from which it receives information, (ii) the accuracy of the financial and other information provided to the committee absent actual knowledge to the contrary (which shall be promptly reported to the Board of Directors) and (iii) statements made by management or third parties as to any information technology, internal audit and other non-audit services provided by the independent auditors to the Company.

The Audit Committee meets regularly with management and the independent and internal auditors, including private discussions with the independent auditors and the Company’s internal auditors and receives the communications described above. The Audit Committee has also established procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (b) the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters. However, this oversight does not provide us with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent auditors do not assure that the Company’s

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financial statements are presented in accordance with generally accepted accounting principles or that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards.

Respectfully submitted,

John T. Baily (Chairman)

William H. Bolinder

Philip M. Butterfield

Scott D. Moore

William J. Raver

Ian M. Winchester

Audit Fees

Ernst & Young Ltd. Fees and Services

Audit fees for 2015 and 2014 consist of fees paid to Ernst & Young Ltd. for professional services for the audit of the Company’s annual consolidated financial statements, review of quarterly consolidated financial statements, audit of annual statutory statements, purchase price accounting analysis and Sarbanes-Oxley assessment in connection with the acquisition of Montpelier and services that are normally provided by independent auditors in connection with statutory, Sarbanes-Oxley Section 404 attestation services, comfort letters, SEC and regulatory filings or engagements.

Audit-related fees for 2015 and 2014 consist of fees paid to Ernst & Young Ltd. for employee benefit plan audits and access to certain accounting and auditing information.

Tax fees for 2015 and 2014 consist of fees paid to Ernst & Young Ltd. for tax compliance and tax advice.

The Audit Committee concluded that the provision of the services listed above was compatible with maintaining the independence of Ernst & Young Ltd.

Pre-Approval Policies and Procedure

The Audit Committee is responsible for appointing the Company’s independent auditor and approving the terms of the independent auditor’s services. The Audit Committee has established the following policies and procedures by which it approves in advance any audit and permissible non-audit services to be provided by Ernst & Young Ltd.

Prior to the engagement of the independent auditor for any audit or non-audit services, management submits a proposal for such services to the Audit Committee. The Audit Committee reviews such proposals and provides its consent only after first considering whether the proposed services are consistent with the SEC’s rules on auditor independence. Also, in determining whether to grant pre-approval of any non-audit services, the Audit Committee will consider all relevant facts and circumstances, including the following four basic guidelines:

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The Audit Committee has delegated its pre-approval authority to its Chairman for matters arising between meetings of the Audit Committee. Any pre-approval of a service by the Chairman of the Audit Committee is subject to ratification by the Audit Committee at its next scheduled meeting.

During 2015, the Audit Committee approved all of Ernst & Young Ltd.’s audit and permissible non-audit services.

COMPENSATION

Proposal No. 3 — Advisory Vote to Approve Named Executive Officer Compensation

This proposal, commonly known as a “Say-on-Pay” proposal, gives our shareholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this proxy statement.

Named Executive Officers

The Company’s Chief Executive Officer, Chief Financial Officer and the next three most highly compensated executive officers are the Company’s “Named Executive Officers.” The Named Executive Officers for 2015 were:

Compensation Program Goals

As discussed in “Compensation Discussion and Analysis” below, the Company’s executive compensation programs are designed to attract, motivate and retain the most talented individuals at all levels of the organization needed to lead and grow the Company’s businesses. To that end, the Compensation Committee has based the Company’s compensation program for the Company’s employees on the following principles:

Our compensation policies are designed to attract, motivate, and retain our Named Executive Officers, who are critical to lead and grow our businesses. Under these policies, our Named Executive Officers are rewarded for the achievement of specific annual and long-term corporate financial and strategic objectives, which are selected with the overall goal of maximizing shareholder value over the long term in a manner consistent with the Company’s risk parameters.

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Compensation Components

As described in more detail below, the Company has four principal elements of compensation: base salary, annual incentive compensation, long-term incentive compensation and employee benefits/other compensation. For the Named Executive Officers (identified below), long-term incentive compensation is comprised of performance-based restricted shares and time-based restricted shares.

Company Performance

In 2015, the Compensation Committee measured the Company’s performance based on the Company’s operating return on equity, which excludes after-tax realized investment gains and losses, foreign exchange gains and losses and expenses associated with the acquisition of Montpelier (“Operating ROE”) and the achievement of the Company’s strategic objectives. At the beginning of 2015, the Compensation Committee established a target Operating ROE of 8% for the Company’s incentive compensation plans. The 8% target Operating ROE established by the Compensation Committee was biased towards Company outperformance, taking into account the prevailing adverse market and interest rate conditions. In establishing the target Operating ROE for 2015, the Compensation Committee noted that the achievement of the target Operating ROE would result in an increase in the Company’s net operating income of 11% over the Company’s 2014 compensation target net operating income.

The Company’s actual 2015 Operating ROE of 12.0% was higher than the 8.0% Operating ROE goal. In addition, the Company met or exceeded its previously established 2015 non-financial strategic objectives, as described in “Compensation Discussion and Analysis” below.

Key 2015 Compensation Decisions

Following the Compensation Committee’s evaluation of the performance of the Company and the Named Executive Officers in 2015, the Compensation Committee determined the following with respect to the Named Executive Officers of the Company:

For the reasons expressed above and as described below under “Compensation Discussion and Analysis,” the Compensation Committee and the Board of Directors believe that the Company’s policies and practices are aligned with the interests of our shareholders and properly reward management for performance.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ADVISORY PROPOSAL TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS SET FORTH IN THIS PROXY STATEMENT.

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The shareholder advisory vote to approve the compensation of the Company’s Named Executive Officers requires the affirmative vote of a majority of the votes cast at the Annual General Meeting. However, the Say-on-Pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board of Directors, and it will not be construed as overruling any decision by the Company, the Compensation Committee or the Board of Directors or creating or implying any change to, or additional, fiduciary duties for the Company, the Compensation Committee or the Board of Directors. The Board of Directors and the Compensation Committee value the opinions of our shareholders and we will consider our shareholders’ votes in setting and modifying our compensation program. The Compensation Committee will evaluate whether any actions are necessary in light of the shareholder vote.

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis reviews:

Executive Summary

In this Compensation Discussion and Analysis, the Compensation Committee addresses its compensation determinations and the rationale for those decisions relating to the compensation of the Company’s Chief Executive Officer, Chief Financial Officer and the next three most highly compensated executive officers, who are referred to collectively as the “Named Executive Officers.”

Named Executive Officers. The Named Executive Officers for 2015 were:

Shareholder Engagement. Following the Company’s say-on-pay vote in 2014, the Compensation Committee embarked on an initiative to restructure the Company’s executive compensation programs by increasing and aligning the performance based elements of compensation, increasing the focus on the long-term success of the Company and as a result, further aligning executive compensation with shareholders’ interests. At our 2015 Annual General Meeting of Shareholders, our shareholders expressed their support for our executive officer compensation practices, with approximately 68% of the votes cast in favor of our say-on-pay proposal. In 2015, we continued to engage our shareholders to elicit information regarding their views of our executive officer compensation.

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Executive Compensation Program. The Compensation Committee completed the implementation of significant revisions to its executive compensation program in 2014. The changes to the Company’s executive compensation program in 2014 (which continued in 2015) included the following:

Assessment of 2015 Performance. In 2015, the Compensation Committee measured performance for purposes of the Named Executive Officers’ annual and long-term incentive compensation based on a combination of the Company’s Operating ROE (which excludes after-tax realized investment gains and losses, foreign exchange gains and losses and expenses associated with the acquisition of Montpelier) and the Named Executive Officers’ individual performance, including their contribution towards the Company’s strategic objectives as established by the Board and the Compensation Committee at the commencement of the year. For 2015, the Compensation Committee established for the Company’s employees at the commencement of the year an 8.0% target Operating ROE, which was biased towards Company outperformance, taking into account the prevailing adverse market and interest rate conditions. The Company’s actual 2015 Operating ROE of 12.0% was higher than the 8.0% target Operating ROE established by the Compensation Committee. In addition, at the end of 2015, the Compensation Committee conducted an assessment of the Company’s performance in 2015 versus each of its previously established 2015 strategic objectives. For a more detailed description of the Company’s financial results, please see “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in the Form 10-K.

Determination of 2015 Annual and Long-Term Incentive Compensation. The 12.0% Operating ROE achieved by the Company in 2015 resulted in an indicated 150% performance adjustment (out of a range of 0% to 200%) to the target annual incentive compensation of the Named Executive Officers. The Company’s 2015 strategic objectives included a series of financial targets (gross written premiums, capital, invested assets and general and administrative expenses) that were rendered obsolete as a result of the acquisition of Montpelier. Consequently, the Compensation Committee evaluated the Company’s performance based upon the Company’s Operating ROE, the Company’s achievement of its non-financial strategic objectives and the Company’s achievements relative to its 2015 business plan. The Compensation Committee determined that the Named Executive Officer’s individual performance, including their contribution towards the Company’s strategic objectives, resulted in an indicated average individual performance adjustment of 200% (the maximum under the plan) to their target annual incentive compensation. The Operating ROE and individual performance adjustments were averaged with an equal weight to determine the performance adjustments to the Named Executive Officers’ target levels of annual incentive compensation. The table below lists the 2015 annual incentive plan targets, the

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applicable performance multiplier and the resulting 2015 annual incentive plan performance-adjusted targets for the Named Executive Officers:

One half of the target long-term incentive compensation delivered to each Named Executive Officer was in the form of performance-based restricted shares that were issued at target and were not subject to any performance adjustment at grant. The remainder of the long-term incentive compensation delivered to each Named Executive Officer was in the form of time-based restricted shares, with the target amount of the time-based restricted shares adjusted for past performance at grant at a rate equal to one half of the performance adjustment made to each Named Executive Officer’s annual incentive target. For example, Mr. McGuire’s 2015 annual incentive compensation performance adjustment was 75% above target and his time-based restricted share award was adjusted to 37.5% above target.

The Compensation Committee then reviewed the preliminary compensation amounts for the Named Executive Officers produced by the indicated performance adjustments to determine whether the process had yielded appropriate annual and long-term incentive compensation in the context of events as they occurred during the year. Based upon the foregoing, the Compensation Committee determined that the 2015 compensation of the Named Executive Officers would be as follows:

Objectives of the Company’s Compensation Program

In order to accomplish the Company’s goal of maximizing shareholder value over the long term in a manner consistent with the Company’s risk parameters, the Compensation Committee believes that the Company must

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attract, motivate and retain the most talented individuals at all levels of the organization needed to lead and grow the Company’s businesses. To that end, the Compensation Committee has based the Company’s compensation program for the Company’s employees on the following principles:

Elements of Compensation

The Company has four principal elements of compensation: base salary, annual incentive compensation, long-term incentive compensation and employee benefits/other compensation. The Compensation Committee believes that the majority of our Named Executive Officers’ compensation should be delivered in the form of variable compensation, which fluctuates based on the performance measures within our incentive plans. The table below shows the percentage composition of each Named Executive Officer’s total 2015 compensation:

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Base Salary. Base salary is the guaranteed element of the Company’s compensation structure and is paid to its employees for ongoing performance throughout the year. The base salary for the Company’s Chief Executive Officer is $100 per annum. Base salaries for the Company’s other Named Executive Officers are targeted at appropriate levels of base salaries paid for similar positions at a comparative group of companies referred to as the Peer Group, below. The base salaries of individual Named Executive Officers can and do vary from this salary benchmark based on such factors as individual performance, potential for future advancement, specific job responsibilities and length of time in their current position. The annual base salary rates for the Named Executive Officers for the past three years were as follows:

Annual Incentive Compensation. The Company’s annual incentive compensation program supports the Company’s strategy by linking a significant portion of its employees’ total compensation to the achievement of critical business goals on an annual basis. All of the Company’s employees, including the Named Executive Officers (other than Mr. Charman), are eligible to earn annual incentive compensation.

The target annual incentive compensation opportunity for the Named Executive Officers is established based upon the level of responsibility of the Named Executive Officer within the Company, as well as external market practices. The Compensation Committee seeks to set target annual incentive compensation so that achieving target financial and strategic performance would result in annual incentive compensation approximating the median for the Company’s peer group, with corresponding above or below target performance resulting in annual incentive compensation that averages above or below the peer group median. Following a review of the Company’s current target compensation for its senior executives compared to the Company’s peers conducted by the Compensation Committee with the assistance of compensation consultant F.W. Cook, the Compensation Committee determined to adjust the target annual incentive compensation of Messrs. Kuhn (from 110% to 120%) and Del Col (from 80% to 100%). In reviewing the Company’s target annual incentive compensation for the Company’s senior executives, the Compensation Committee sought to adjust total target compensation to equate to the median peer compensation for similarly situated executives at the Company’s peers. The target annual incentive compensation opportunity for the other Named Executive Officers did not

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change. As a matter of practice, the Compensation Committee does not change target annual incentive compensation absent a promotion or a compensation adjustment reflecting a significant change in the level of compensation being paid in the employment marketplace for a given position. The range of potential annual incentive compensation for each Named Executive Officer is between 0% of target and 200% of target. The target and range of annual incentive opportunities for the Named Executive Officers (expressed as a percentage of base salary) are as follows:

Annual incentive compensation is paid in February for the prior year’s performance and is based upon the performance metrics described below, the Compensation Committee’s evaluation of the Company’s performance and each Named Executive Officer’s individual performance in the prior year.

Long-Term Incentive Compensation. The Compensation Committee believes the inclusion of long-term incentive compensation in the Company’s compensation structure fosters the appropriate perspective in management, given that the ultimate profitability of the insurance or reinsurance underwritten by the Company may not be fully known for years. In addition, the Compensation Committee seeks to align the interests of the Company’s employees with the Company’s shareholders to the greatest extent practicable. Finally, long-term incentive compensation, which potentially is forfeited in the event of the departure of an employee from the Company, has the ability to retain valuable executive talent within the organization. Each of the Named Executive Officers (other than Mr. Charman) is eligible to earn long-term incentive compensation.

The target long-term incentive compensation opportunity for the Named Executive Officers is established based upon the level of responsibility of the Named Executive Officer within the Company, as well as external market practices. The Compensation Committee seeks to set target long-term incentive compensation so that achieving target financial and strategic performance would result in long-term incentive compensation approximating the median for the Company’s peer group, with corresponding above or below target performance resulting in long-term incentive compensation that averages above or below the peer group median. Following a review of the Company’s current target compensation for its senior executives compared to the Company’s peers conducted by the Compensation Committee with the assistance of compensation consultant F.W. Cook, the Compensation Committee determined to adjust the target long-term incentive compensation of Messrs. Kuhn (from 160% to 180%) and Del Col (from 125% to 150%). In reviewing the Company’s target long-term incentive compensation for the Company’s senior executives, the Compensation Committee sought to adjust total target compensation to equate to the median peer compensation for similarly situated executives at the Company’s peers. The target long-term incentive compensation opportunity for the other Named Executive Officers did not change. As a matter of practice, the Compensation Committee does not change target long-term incentive compensation absent a promotion or a compensation adjustment reflecting a significant change in the level of compensation being paid in the employment marketplace for a given position. For the 2015 performance year, the Compensation Committee delivered its long-term incentive compensation in the form of both performance-

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based restricted shares and time-based restricted shares. The total target long-term incentive compensation for the Named Executive Officers (expressed as a percentage of base salary) was as follows:

Performance-based restricted shares are fixed at target at the time of grant and adjust at the time of vesting based upon the Company’s percentile rank of total shareholder return compared to insurance or reinsurance companies whose equity securities are publicly traded in the United States. The range of potential long-term incentive compensation from the performance-based restricted shares is between 0% of target and 200% of target.

Time-based restricted shares are adjusted from target at the time of grant based upon the Company’s Operating ROE and the individual performance of each Named Executive Officer, including the Named Executive Officer’s contribution towards the Company’s strategic objectives. The number of time-based restricted shares is adjusted for performance at a rate equal to one half of the performance adjustment made to each Named Executive Officer’s annual incentive target. For example, if a Named Executive Officer’s annual incentive compensation performance adjustment is 40% above or below target, then his or her time-based restricted share award will be adjusted to 20% above or below target. The range of adjustment from target at the time of grant for the time-based restricted shares is between 50% of target and 150% of target.

The range of potential long-term incentive compensation for the Named Executive Officers (expressed as a percentage of base salary) for the 2015 performance year was as follows:

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The Company’s performance-based restricted shares and time-based restricted shares have the following terms and conditions:

The Company’s percentile rank of total shareholder return is calculated over the three-year vesting period and compares the Company’s total shareholder return to the total shareholder return of a broad group of the Company’s peer insurance or reinsurance companies whose equity securities are publicly traded in the United States. While the Company’s performance-based restricted shares first granted in March 2015 will not vest until March 2018, the total shareholder return of the Company compared to its peers over the first year would produce a vesting percentage of 98% of target.

Dividends on performance-based restricted shares are not payable until vesting and only on that portion of the performance-based restricted shares that vest. Performance-based restricted shares are subject to forfeiture upon an employee’s departure from the Company or, if the employee has retired, upon the violation of post-employment non-competition obligations. Performance-based restricted shares are eligible for accelerated vesting at target upon an employee’s death, disability or termination of employment following a change of control of the Company.

Long-term incentive compensation is delivered each March in respect of performance over the prior year. All grants of long-term incentive compensation are approved by either the independent directors of the Board or the Compensation Committee.

Executive Benefits and Other Compensation. The Company offers a core set of employee benefits in order to provide its employees with a reasonable level of financial support in the event of illness or injury and enhance productivity and job satisfaction through programs that focus on employees’ health and well-being. The benefits provided are similar for all of the Company’s employees, subject to variations as a result of local market practices. The Company’s basic benefits include medical, dental and vision coverage, disability insurance and life insurance. The Company also offers all employees the opportunity to participate in the Company’s defined contribution retirement savings plans. The Company’s contributions under its U.S. 401(k) Plan consist of a 4% “safe harbor” contribution, a maximum matching contribution of up to 3% and a year-end discretionary profit sharing contribution of up to 3%, all on eligible wages up to the statutory wage maximum. Each of the Named Executive Officers (except Mr. Charman) participated in 2015 in the Company’s U.S. 401(k) Plan.

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In addition to the core set of employee benefits, the Company also provides customary additional benefits to senior executives of the Company, in particular for expatriate employees working outside of their home country. These benefits are typical for the industry, as well as for Bermuda-based companies. The purpose of the expatriate employee benefits is to equalize a portion of the income of expatriate employees, who experience additional taxation as a result of compensation for additional housing and transportation expenses, with the income such employees would earn as employees within their native countries. The additional executive benefits provided by the Company include the following:

The Compensation Committee annually reviews the level of executive benefits provided to the Named Executive Officers and believes that the executive benefits provided are reasonable and consistent with market practices in the jurisdictions in which the Company operates.

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Peer Group

The Compensation Committee regularly uses a peer group of insurance and reinsurance companies (the “Peer Group”) to assess the Company’s performance and the relative effectiveness and competitiveness of its compensation program. The Peer Group consists of companies that generally meet the following criteria:

The Compensation Committee does not compare the Company with other financial services companies engaged in banking, investment banking or investment management because the Compensation Committee believes the mix of pay elements and program structures are materially different in those areas of the financial services industry.

Each year, the Compensation Committee evaluates and, if appropriate, updates the composition of the Peer Group to ensure it remains relevant for the Company’s comparative compensation purposes. Changes to the Peer Group are carefully considered to assure continuity from year to year. The 9 companies included in the Peer Group in 2015 were:

Performance Metrics

The Compensation Committee set the performance metrics for the determination of annual and long-term incentive compensation at the commencement of the 2015 performance year. Each year, the Compensation Committee evaluates the Company’s performance metrics with a view towards closely aligning Named Executive Officers’ incentive compensation structure with the generation of shareholder value. The relative weighting of the performance metrics is determined by the Compensation Committee in order to ensure a diverse and balanced measurement of the Company’s performance.

The Compensation Committee calculated each of the Company’s 2015 performance metrics as follows:

Return on Equity. Operating return on equity, or Operating ROE, was determined by dividing the Company’s operating income by the arithmetic average of the Company’s beginning and ending common equity balances for the four calendar quarters in a given year. Operating income was calculated by excluding from the Company’s net income any after-tax net realized capital gains or losses, after-tax net foreign exchange gains or losses and expenses associated with the acquisition of Montpelier. The Compensation Committee uses operating income, as opposed to net income, as the measure of the Company’s performance because the Compensation Committee believes realized capital gains and losses, foreign exchange gains and losses and acquisition expenditures are largely independent of the Company’s business and underwriting process and including them distorts the analysis of trends in its operations.

Each year, the Compensation Committee establishes the current year target Operating ROE goal for the Company based upon the Company’s budget, financial plan and risk tolerances reviewed and approved by the Board. In setting the Company’s Operating ROE goal, the Board evaluates the expected underwriting and interest

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rate environments for the upcoming year, as well as the Company’s long-term strategic objectives. For 2015, the Compensation Committee considered the highly competitive insurance and reinsurance markets and historically low interest rate environment in establishing the target Operating ROE. The Compensation Committee also undertook to establish an Operating ROE goal for 2015 biased towards Company outperformance, taking into account the previously mentioned adverse market and interest rate conditions. In establishing the target Operating ROE for 2015, the Compensation Committee noted that the achievement of the target Operating ROE would result in an increase in the Company’s net operating income of X% over the Company’s 2014 compensation target net operating income. Following consideration of the above factors, the Compensation Committee established for the Company in 2015 the following target Operating ROE goal:

2015 Company Target Operating ROE

8.0%

Strategic Objectives. In addition to an Operating ROE goal, the Compensation Committee establishes the current year strategic objectives designed to elicit balanced revenue and profit growth by the Company in a manner consistent with the Company’s risk profile. For 2015, the Compensation Committee established for the Company the specific strategic objectives in the following categories:

2015 Company Strategic Objectives

Non-Financial Objectives

Financial Objectives

Insurance Segment

Reinsurance Segment

Investments

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Capital

G&A Expenses

Individual Performance. Each Named Executive Officer has individual job objectives based upon the Company strategic objectives established by the Board for the Company. Individual job objectives vary by each Named Executive Officer’s functional role within the organization, but generally include, in addition to the attainment of applicable Company strategic objectives, the following:

The primary individual factors considered by the Compensation Committee in determining the annual and long-term incentive awards for the Named Executive Officers (other than Mr. Charman) were as follows:

Michael J. McGuire

Chief Financial Officer

John A. Kuhn

Chief Executive Officer, Global Insurance

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Jerome Faure

Chief Executive Officer, Global Reinsurance

John V. Del Col

General Counsel

Employment Agreements and Severance Benefits

Employment Agreements. In order to clarify the terms of employment for the Named Executive Officers and to gain the benefit of post-employment non-compete and non-solicitation restrictions, the Company has entered into employment agreements with each of the Named Executive Officers. In establishing the terms of the employment agreements with the Named Executive Officers, the Company considered various factors, including the changing market opportunities and challenges facing the insurance industry, competitive pressures from new market entrants, and the enhanced roles of each of the Named Executive Officers as a result of the growth and development of the Company. The employment agreements are described below under “Post-Employment Benefits — Employment Contracts.”

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Severance Benefits. The employment agreements with the Named Executive Officers provide for the delivery of severance benefits upon termination of their employment under certain circumstances. Receipt of post-employment severance benefits is conditioned upon delivery by a Named Executive Officer to the Company of a release and waiver of claims. For a description of the severance benefits available to each of the Named Executive Officers, please see “Post-Employment Benefits — Potential Payments Upon Termination of Employment or Change in Control.”

The Company’s Compensation Process

The Compensation Committee met in November 2014, February 2015 and May 2015 to review and adopt the Company’s 2015 Operating ROE goal and strategic objectives, as well as to modify the Company’s compensation plans as described above. The Compensation Committee then met in executive session in November 2015 and February 2016 to review the Company’s 2015 performance and the performance of the Chief Executive Officer, the other Named Executive Officers and the Company’s other senior executives. The Compensation Committee advised the Board with respect to all compensation determinations for these executives. Further, the Compensation Committee regularly updates the Board on key compensation matters.

The Compensation Committee has established a number of processes to assist it in ensuring that the Company’s executive compensation program is achieving its objectives. Among those are:

In addition, the Compensation Committee creates with the Chief Executive Officer a set of specific individual job objectives for the upcoming year designed to facilitate the Company meeting its budgeted financial targets. In turn, the Chief Executive Officer utilizes his individual job objectives established by the Compensation Committee for the purpose of creating the individual job objectives for the executives who report to the Chief Executive Officer — a process which is then repeated throughout the organization.

By linking compensation to clear and measurable Company and individual objectives shared by each employee in the Company, the Compensation Committee endeavors to establish the Company’s compensation program as a forward-looking incentive program which elicits the desired and coordinated efforts of the Company’s management and employees, rather than a backward-looking rewards program, with no effective link to the desired behaviors of the Company’s management and employees.

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Roles of the Participants in the Company’s Compensation Process

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The Compensation Committee did not engage any other advisor in 2015.

The Compensation Committee utilizes F.W. Cook to assist the Compensation Committee in fulfilling the following responsibilities:

Before the Compensation Committee makes compensation decisions, the Chief Executive Officer provides his assessment of each Named Executive Officer’s performance, other than his own, addressing such factors as the executive’s achievement of individual goals, leadership accomplishments, contribution to the Company’s performance and the achievement of Company goals, areas of strength and areas for development. The Chief Executive Officer then recommends a base salary adjustment, if any, and an individual performance adjustment on the executive’s contribution towards the Company’s strategic objectives. This performance adjustment, when combined with the Company’s Operating ROE performance adjustment, is then used to determine the annual and long-term incentive compensation recommendations for each Named Executive Officer. In preparing

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compensation recommendations for the Compensation Committee, the Chief Executive Officer and Chief Administrative Officer and other internal resources review compensation and survey data compiled for the Compensation Committee by F. W. Cook for similarly-situated executives at the Peer Group. The Chief Executive Officer attends Compensation Committee meetings but is not present for, and does not participate in, the discussions concerning his own compensation. Decisions relating to the compensation of the Named Executive Officers are made solely by the Compensation Committee and reported to the full Board of Directors.

Share Ownership Guidelines

The Company has adopted share ownership guidelines intended to align the interests of the Company’s non-employee directors, Chief Executive Officer and other senior executive officers with the Company’s shareholders by requiring such persons to maintain a significant level of investment in the Company. The required share ownership levels for the Chief Executive Officer, the Company’s other senior executive officers and the Company’s non-employee directors are as follows:

Shares counted towards meeting the Company’s share ownership guidelines include:

There is no timeframe within which non-employee directors, the Chief Executive Officer and executive officers must attain the required levels of ownership; however, they are required to retain 50% of shares received upon exercise or vesting of Company-delivered equity until they have attained the applicable share ownership level. In the event of non-compliance with the Company’s share ownership guidelines, the Compensation Committee may take such actions as it may determine to be appropriate in order to achieve the purposes of the Company’s share ownership guidelines.

Each of the Named Executive Officers owned the number of shares required under the Company’s share ownership guidelines as of March 1, 2016.

Trading Controls and Derivatives; Prohibition on Hedging and Pledging

Generally, trading by the Company’s non-employee directors and employees in the Company’s shares is permitted only during announced trading periods. Non-employee directors and employees who are subject to trading restrictions, including the Named Executive Officers, may enter into a trading plan under Rule 10b5-1

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under the Securities Exchange Act of 1934. These trading plans may be entered into only during an open trading period and must be approved in advance by the Company. The Company’s non-employee directors and employees, including the Named Executive Officers, may not engage in short sales of the Company’s shares, purchase or sell options on the Company’s shares or trade in puts, calls, straddles, equity swaps or other derivative securities that are directly linked to the Company’s shares. In addition, the Company’s non-employee directors and employees may not pledge the Company’s shares to secure new or existing loans.

Compensation Determinations for 2015

Company Performance. In 2015, the Compensation Committee measured the Company’s performance based on Operating ROE (which excludes after-tax realized investment gains and losses, foreign exchange gains and losses and expenses associated with the acquisition of Montpelier) and the achievement of the Company’s strategic objectives. The Company met or exceeded the 2015 non-financial strategic objectives established by the Compensation Committee, as set forth in the table below:

The Company’s 2015 strategic objectives included a series of financial targets (gross written premiums, capital, invested assets and general and administrative expenses) that were rendered obsolete as a result of the acquisition of Montpelier. Consequently, the Compensation Committee evaluated the Company’s performance based upon the Company’s Operating ROE, the Company’s achievement of its non-financial strategic objectives and the Company’s achievements relative to its 2015 business plan. In evaluating the Company’s performance in 2015, the Compensation Committee also considered the following key strategic accomplishments:

For a more detailed description of the Company’s financial results, please see “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in the Form 10-K.

Base Salaries. The Compensation Committee determined to increase base salaries in December 2015 for Messrs. McGuire and Kuhn to reflect market conditions and increases in responsibilities. The Compensation Committee benchmarked the base salary increases to reflect appropriate base salary compensation for executives in comparable positions at the Company’s peers. Base salaries for the other Named Executive Officers were not increased by the Compensation Committee.

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Annual Incentive Compensation. The 12.0% Operating ROE (which excludes after-tax realized investment gains and losses, foreign exchange gains and losses and expenses associated with the acquisition of Montpelier) achieved by the Company in 2015 resulted in an indicated 150% performance adjustment (out of a range of 0% to 200%) to the target annual incentive compensation of the Named Executive Officers. The Named Executive Officers’ individual performance, including their contribution towards the Company’s strategic objectives, resulted in an indicated average individual performance adjustment of 200% to their target annual incentive compensation. The Operating ROE and individual performance adjustments are averaged with an equal weight to determine the Named Executive Officers’ performance adjustments to their target levels of annual incentive compensation. The table below lists the actual 2015 annual incentive compensation for the Named Executive Officers:

Long-Term Incentive Compensation. One half of the 2015 target long-term incentive compensation delivered to each Named Executive Officer was in the form of performance-based restricted shares. The performance-based restricted shares were issued at the target level and were not subject to a performance adjustment at grant. The remainder of the 2015 long-term incentive compensation delivered to each Named Executive Officer was in the form of time-based restricted shares, with the target amount of the time-based restricted shares adjusted for past performance at a rate equal to one half of the performance adjustment made to each Named Executive Officer’s annual incentive target. For example, Mr. McGuire’s 2015 annual incentive compensation performance adjustment was 75% above target and his time-based restricted share award was adjusted to 37.5% above target.

The table below lists the 2015 long-term incentive plan performance adjusted compensation percentages and indicated performance-based restricted share value, time-based restricted share value and total long-term incentive compensation for the Named Executive Officers:

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The number of restricted shares delivered to each Named Executive Officer was then determined based upon the 20-day trailing average closing price of the Company’s ordinary shares listed on the New York Stock Exchange as of February 1, 2016, with the number of restricted shares delivered calculated by dividing the dollar value of the grant by the average closing price ($61.48). In order to comply with applicable tax and securities laws, the number of performance-based restricted shares granted to the Named Executive Officers was determined based upon the maximum number of possible ordinary shares attainable upon vesting of the performance-based restricted shares and the performance vesting percentages (i.e., the number of shares vesting upon attainment of the performance thresholds) were reduced by 50%.

Total Compensation. In February 2016, the Compensation Committee reviewed the preliminary compensation amounts for the Named Executive Officers, other than the Chief Executive Officer, produced by the indicated performance adjustments to determine whether the process had yielded appropriate annual and long-term incentive compensation in the context of events as they occurred during the year. In addition, the Compensation Committee reviewed the other compensation elements, including benefits and perquisites, of the Named Executive Officers. Following its review of these compensation elements, the Compensation Committee determined that these elements of compensation were reasonable in the aggregate and no adjustments were necessary. As a result, the total 2015 compensation of the Named Executive Officers was set by the Compensation Committee as follows:

U.S. Tax Considerations

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to certain executives, although performance based compensation

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arrangements may qualify for an exemption from the deduction limit if they satisfy various requirements under Section 162(m). For the Company, this rule has limited effect because the Company is headquartered and operates in Bermuda. Therefore, although the Company is aware of and considers the impact of this rule when developing and implementing its executive compensation program, the requirements of Section 162(m) do not have a material impact on the operation of the Company’s executive compensation program.

Shareholder Engagement

The Company has an active shareholder engagement program, and we regularly speak with a broad spectrum of our shareholders on a variety of topics throughout the year. This allows us to provide perspective on Company policies and practices, stay attuned to shareholder sentiment on a variety of corporate governance and executive compensation topics and to incorporate shareholders’ views into our policies where appropriate.

Following the Company’s say-on-pay vote in 2014, the Compensation Committee embarked on an initiative to restructure the Company’s executive compensation programs to enhance the performance based components of compensation, increasing the focus on the long-term success of the Company and as a result, further aligning executive compensation with shareholders’ interests.

In 2015, we continued to engage our shareholders to elicit information regarding their views of our executive officer compensation. These discussions focused on our unique Chief Executive Officer compensation arrangements, the use of performance-based long-term incentives within our compensation programs and our use of equity compensation and corporate governance best practices. At our 2015 Annual General Meeting of Shareholders, our shareholders expressed their support for our executive officer compensation practices, with approximately 68% of the votes cast in favor of our say-on-pay proposal.

The Board and the Compensation Committee welcome continued feedback from the Company’s shareholders about the Company’s executive compensation program and corporate governance practices, and encourage shareholders to express their views to the Board and the Compensation Committee in writing. For more information about shareholder feedback opportunities, please refer to “Governance — Board of Directors — Communications with Directors” above.

Compensation Committee Report

Messrs. Barham, Barnes, Davis and Spass and Dr. Fleming currently serve on the Compensation Committee. All current members of the Compensation Committee will continue as members of the Compensation Committee. Mr. Barham serves as Chairman of the Compensation Committee.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the management of the Company and, based upon this discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Form 10-K.

Respectfully submitted,

Norman Barham (Chairman)

Galen R. Barnes

Morgan W. Davis

Susan S. Fleming, PhD.

Robert A. Spass

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Executive Compensation Tables

Summary Compensation Table

The following Summary Compensation Table sets forth, for the three years ended December 31, 2015, 2014 and 2013, the compensation for services in all capacities earned by the Company’s Chief Executive Officer, Chief Financial Officer and its three most highly compensated executive officers.

Salary. The amount of salary stated above differs from the annual base rate salary for each of the Named Executive Officers below due to certain Named Executive Officers commencing employment with the Company after the start of the applicable calendar year and the December 1^st effective date of salary increases applicable to certain Named Executive Officers. The table below sets forth the annual base rate salary of the Named Executive Officers for the past three years.