Kicking off the Summit Conference with current governance trends

1. 2022 DIRECTORS &
OFFICERS SUMMIT
DECEMBER 1, 2022

2. SETTING THE SUMMIT D&O AGENDA
1
1 Macro Economics
2
3
Key Trends
What Boards Should be Focused on in 2023
Summit Ethos - E3

3. 2
#1 - MACRO ECONOMICS
+ Past Year = All about Supply Side
+ Focus Shifts to Demand Side
+ Markets in Transition
- Illustration – D&O Insurance

4. D&O INSURANCE MARKET
3
+ Looking Back – ’20 and ‘21, hard market, hyper demand
(1,035 IPOs in 2021)
+ Inflection Point – February 2022
+ Demand - new issuer activity has sharply declined
(173 IPOs in 2022, down 83%)
+ New Capacity / Decline in Demand - driving down D&O
rates and retentions

5. DRAMATIC D&O MARKET IMPROVEMENT – Q3 2022
2021 IPO & DESPAC RENEWALS WITH OFFERING MARKET CAPS OF $1-4B
Source: Woodruff Sawyer
Company A
• 18% Premium
Reduction
• 20% Self
Insured
Retention
Reduction
$30M ABC
$20M
Side
A DIC
Company B
• 24% Premium
Reduction
• 25% Self
Insured
Retention
Reduction
$15M ABC
$10M
Side
A DIC
Company D
• 38% Premium
Reduction
• 0% Self Insured
Retention
Change
$5M ABC
$25M
Side
A DIC
Company C
• 32% Premium
Reduction
• 0% Self Insured
Retention
Change
$20M ABC
$15M
Side
A DIC
Company F
• 57% Premium
Reduction
• 0% Self Insured
Retention
Change
$25M ABC
$50M
Side
A DIC
Company E
• 43% Premium
Reduction
• 50% Self
Insured
Retention
Reduction
$20M ABC
$20M
Side
A DIC

6. 5
#2 - 2023 KEY TRENDS
+ Workplace – pendulum swings back towards
employers
+ Increasing Uncertainty - Political, Economic
+ Major Tech Shift – AI

7. 6
#3 WHAT SHOULD BE THE BOARD’S FOCUS
“Companies that can sit in the
intersection of doing good in the
world and doing well in business
have a massive advantage.”
Ryan Roslansky, CEO LinkedIn
@ EY’s 2022 SGF