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  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

AXIS CAPITAL HOLDINGS LIMITED

(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):

Notice of Annual General Meeting

of Shareholders and

2018 Proxy Statement

Your vote is important

Please vote by using the Internet, the telephone,

or by signing, dating, and returning the enclosed proxy card

March 27, 2018

Dear Shareholder:

You are cordially invited to attend the 2018 Annual General Meeting of Shareholders of AXIS Capital Holdings Limited (“AXIS”), to be held at AXIS House, 92 Pitts Bay Road, Pembroke HM 08, Bermuda on Wednesday, May 2, 2018 at 8:30 a.m. local time.

The attached Notice of Annual General Meeting of Shareholders and Proxy Statement describe the formal business to be transacted at the Annual General Meeting. During the Annual General Meeting, we will make available information relating to the operations of AXIS during the past year. Representatives from our independent registered public accounting firm, Deloitte Ltd., will be present to respond to questions from shareholders.

Please mark, date, sign and return your proxy card in the enclosed envelope by following the instructions on the proxy card at your earliest convenience. You may also vote over the Internet or by telephone by following the voting instructions printed on your proxy card. This will assure that your shares will be represented and voted at the meeting even if you do not attend.

Sincerely,

Michael A. Butt

Chairman of the Board

			Wednesday, May 2, 2018 at 8:30 a.m. local time
			AXIS House 92 Pitts Bay Road Pembroke HM 08 Bermuda
			1.			To elect the two Class I Directors listed herein to hold office until 2021;
			2.			To approve, by non-binding vote, the compensation paid to our named executive officers;
			3.			To appoint Deloitte Ltd., Hamilton, Bermuda, to act as our independent registered public accounting firm for the fiscal year ending December 31, 2018 and to authorize the Board of Directors, acting through the Audit Committee, to set the fees for the independent registered public accounting firm;
			4.			To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.
			Close of business on March 8, 2018

By Order of the Board of Directors,

Conrad D. Brooks

Corporate Secretary

March 27, 2018

This Notice of Annual General Meeting of Shareholders and Proxy Statement are being distributed or made available, as the case may be, on or about March 27, 2018. The Proxy Statement, the 2017 Annual Report to Shareholders and the Form 10-K of AXIS Capital Holdings Limited for 2017 are available at https://materials.proxyvote.com/G0692U.

PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY CARD IN THE RETURN ENVELOPE FURNISHED FOR THAT PURPOSE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT. YOU ALSO MAY VOTE OVER THE INTERNET OR BY TELEPHONE BY FOLLOWING THE VOTING INSTRUCTIONS PRINTED ON THE ACCOMPANYING PROXY CARD.

Notice of Annual General Meeting Of Shareholders DATE AND TIME PLACE ITEM OF BUSINESS RECORD DATE

AXIS House

92 Pitts Bay Road

Pembroke HM 08

Bermuda

		PROXY STATEMENT SUMMARY    1

Prompt return of your proxy will help reduce the costs of resolicitation.

		PROXY STATEMENT SUMMARY    3

BOARD STRUCTURE

Our Board is divided into three classes, designated Class I, Class II and Class III. The term of office for each Class I director expires at this year’s Annual General Meeting to be held on May 2, 2018; the term of office for each Class II director will expire at the Company’s Annual General Meeting in 2020; and the term of office for each Class III director will expire at the Company’s Annual General Meeting in 2019. At each annual general meeting of the Company, the successors of the class of directors whose term expires at that meeting will be elected to hold office for a term expiring at the annual general meeting to be held in the third year following the year of their election.

Two Class I directors are to be elected at the meeting to hold office until the Company’s Annual General Meeting in 2021. All of the nominees currently are directors. Our Corporate Governance and Nominating Committee recommended all of the nominees to our Board for election at the meeting. All nominees have consented to serve if elected. We do not expect that any of the nominees will become unavailable for election as a director, but if any nominee should become unavailable prior to the meeting, proxy cards authorizing the proxies to vote for the nominees will instead be voted for substitute nominees recommended by our Board.

Our Board has reviewed its classified board structure and continues to believe that this structure provides greater stability and continuity in the Board’s membership and in the direction and guidance that it provides to the Company’s management.

As compared with an annual election process, this approach promotes a long-term perspective to our strategic objectives and has proved beneficial to our CEO and executive management in establishing the Company’s short and long-term priorities. We believe that a classified election process remains in the best interests of our shareholders.

SKILLS, QUALIFICATIONS AND EXPERIENCE OF DIRECTORS

In order for the Board to satisfy its oversight responsibilities effectively, the Board seeks members who combine the highest standards of integrity with significant accomplishment in their chosen field of endeavor. The Corporate Governance and Nominating Committee is responsible for recommending qualified candidates for directorships to be filled by the Board or by our shareholders. Directors are expected to bring a diversity of experiences, skills and perspectives to our Board. The Committee considers qualities of intelligence, honesty, perceptiveness, good judgment, high ethics and standards, integrity and fairness to be of paramount importance. It also examines experience, knowledge and skills in business judgment, leadership, strategic planning, general management practices and crisis response. In addition, the Committee looks for candidates with financial expertise and a willingness and ability to commit the time required to fully discharge their responsibilities to the Board. The Committee evaluates candidates on the basis of their qualifications and not on the basis of the manner in which they were submitted for consideration.

In addition, although the Board does not have a policy with regard to the consideration of diversity in identifying director nominees, among the many factors that the Committee carefully considers are the benefits to the Company of diversity of race, gender, ethnicity and national origin in board composition.

When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the Board members’ or nominees’ biographical information set forth in “Director Nominees” and “Directors Continuing in Office” below. In particular, the Board considered the following:

4    PROPOSAL 1. ELECTION OF DIRECTORS

In addition, in connection with the nominations of Messrs. Butt and Davis for election as directors at the 2018 Annual General Meeting, the Board considered their valuable contributions to the Company’s success during their term of Board service.

		PROPOSAL 1. ELECTION OF DIRECTORS     5

DIRECTOR NOMINEES

The table below sets forth the names, ages, classes and positions of the nominees who are standing for election at the meeting.

Recommendation of the Board

The Board recommends that you vote “FOR” the election of these nominees.

6    PROPOSAL 1. ELECTION OF DIRECTORS

DIRECTORS CONTINUING IN OFFICE

The table below sets forth the names, ages, classes and positions of the directors who are not standing for election at the meeting.

		PROPOSAL 1. ELECTION OF DIRECTORS     7

CORPORATE GOVERNANCE HIGHLIGHTS

Corporate governance is an area of significant focus for our Board and is a critical component to our success in driving sustained shareholder value. Highlights of our corporate governance standards are provided below:

DIRECTOR INDEPENDENCE

Our Board currently consists of 10 directors, of whom eight are independent directors. The Board has affirmatively determined that each of Messrs. Davis, Friedman, Greetham, Keane, Ramey, Smith and Zeller and Ms. Lister is independent as defined in the listing standards of the NYSE and in accordance with the Company’s Corporate Governance Guidelines. Mr. Benchimol serves as our Chief Executive Officer and President and therefore is not independent. Similarly, because Mr. Butt was an employee of the Company until his May 3, 2012 retirement and also is a consultant to us, he is not independent under the NYSE listing standards. Mr. Butt continues to serve as Chairman of the Board in his capacity as a non-management director. The Board has made these determinations based primarily on a review of the responses of the directors to questions regarding employment and compensation history, family relationships and affiliations and discussions with the directors.

With respect to Charles A. Davis, the Board reviewed his current relationship with Stone Point and assets that we currently have under management with affiliates of Stone Point. The Board determined that neither of these relationships constitute a material relationship with us as defined in the listing standards of the NYSE. For more details about this relationship and transactions, see “Certain Relationships and Related Transactions” below.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our Chairman, Mr. Butt, received $500,000 in consulting fee payments in 2017 pursuant to the terms of a consulting agreement by and between Mr. Butt and the Company dated May 3, 2012, as amended. The consulting agreement was most recently amended on December 7, 2017 to extend the term of the agreement to the Company’s 2019 Annual General Meeting for an annual fee of $500,000.

Charles A. Davis is the Chief Executive Officer of Stone Point. In the ordinary course of business, we have contracted with SKY Harbor Capital Management, LLC, an affiliate of Stone Point, for asset management services for certain of our short duration high yield debt portfolios. In 2017, we paid $2,388,406 to SKY Harbor Capital Management, LLC. Additionally, we currently have $30 million committed to the NXT Capital Senior Loan Fund II and $30 million committed to the NXT Capital Senior Loan Fund III (the “NXT Funds”). The manager of the NXT Funds is an indirect subsidiary of NXT Capital Holdings, L.P. (“NXT Capital”). Stone Point, through an affiliated fund, owns approximately 42% of NXT Capital. During 2017, fees paid to NXT Capital totaled $859,509.

We also have $50 million committed to the Freedom Consumer Credit Fund, LLC Series B. The manager of this fund is Freedom Financial Asset Management, LLC (“Freedom”) which is an indirect subsidiary of Pantheon Partners, LLC (“Pantheon”). Stone Point owns a 14.5% interest in Pantheon through investment funds managed by Stone Point. During 2017, fees paid to Freedom totaled $1,140,380.

		CORPORATE GOVERNANCE    9

Policies and Procedures for Transactions with Related Persons. We analyze all transactions in which AXIS participates and in which a related person may have a direct or indirect material interest, both due to the potential for a conflict of interest and to determine whether disclosure of the transaction is required under applicable SEC rules and regulations. Related persons include any of our directors, director nominees or executive officers, certain of our shareholders and their respective immediate family members. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, in any way with our interests. Our Code of Business Conduct requires all directors, officers and employees who may have a potential or apparent conflict of interest to fully disclose all the relevant facts promptly to our General Counsel.

In addition to the reporting requirements under the Code of Business Conduct, to identify related person transactions, each year we submit and require our directors and executive officers to complete Director and Officer Questionnaires identifying any transactions with us in which the officer or director or their family members have an interest. Any potential related person transactions are reviewed by our Corporate Governance and Nominating Committee, which pursuant to its charter is responsible for reviewing and approving any proposed transaction with any related person.

BOARD COMMITTEES

Our Board maintains Audit, Compensation, Corporate Governance and Nominating, Finance, Risk and Executive Committees. Current copies of the charter for each of these committees, as well as our Corporate Governance Guidelines, are available on our website at www.axiscapital.com. The table below provides current membership and meeting information for each committee. In addition, the table identifies the independent directors, as determined by our Board within the meaning of the NYSE listing standards, applicable SEC regulations and our Corporate Governance Guidelines.

Audit Committee. The Audit Committee has general responsibility for the oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor’s qualifications and independence and the performance of our internal audit functions and independent auditors. The Committee appoints, retains and determines the compensation for our independent auditors, pre-approves fees and services of the independent auditors and reviews the scope and results of their audit. The Audit Committee has been established in accordance with Rule 10A-3 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each member of the Audit Committee is a non-management director and is independent as defined in the listing standards of the NYSE, our Corporate Governance Guidelines and under the Exchange Act. Our Board has determined that Mr. Ramey qualifies as an audit committee financial expert pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Compensation Committee. The Compensation Committee establishes compensation for our Chief Executive Officer and certain other executives in light of our established corporate performance goals and makes recommendations to our Board with respect to overall officer, management and employee compensation policies, incentive compensation plans, equity-based plans and director compensation. Each member of this Committee is a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act and is independent as defined in the listing standards of the NYSE. For a description of our processes and procedures for the consideration and determination of executive and director compensation, see “Compensation Discussion and Analysis” and “2017 Directors Annual Compensation” later in this proxy statement.

10    CORPORATE GOVERNANCE

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee takes a leadership role in shaping our corporate governance by identifying and proposing qualified director nominees, overseeing the purpose, structure and composition of our Board committees, overseeing the annual evaluation of the Board and its committees and periodically reviewing our Code of Business Conduct and Corporate Governance Guidelines. Each member of this Committee is a non-management director and is independent as defined in the listing standards of the NYSE.

Finance Committee. The Finance Committee oversees the finance function of the Company, including the investment of funds and financing facilities. It also is responsible for establishing our investment policies and guidelines, reviewing the selection of investment managers, evaluating the performance of investment managers, monitoring the need for additional financing and ensuring compliance with outstanding debt facility covenants.

Risk Committee. The Risk Committee assists the Board in its oversight of risks to which the Company is exposed and monitors our compliance with our aggregate risk standards and risk appetite. The Risk Committee also evaluates compensation practices to determine whether our policies and plans are consistent with the Company’s risk framework and do not encourage excessive risk taking.

Executive Committee. The Executive Committee may exercise the authority of the Board when the entire Board is not available to meet, except in cases where the action of the entire Board is required by our memorandum of association, our bye-laws or applicable law.

MEETINGS OF THE BOARD AND ITS COMMITTEES

Pursuant to our Corporate Governance Guidelines, we expect directors to attend all meetings of our Board, all meetings of all committees of the Board on which they serve and each annual general meeting, absent exigent circumstances. Our Board met nine (9) times during the year ended December 31, 2017. No director attended fewer than 75% of the aggregate of the total number of meetings of the Board and the total number of meetings of all committees of the Board on which the director served (during the period that each director served on the Board or such committee(s)). All of our directors attended our 2017 Annual General Meeting.

MEETINGS OF NON-MANAGEMENT DIRECTORS

The Board believes that one of the key elements of effective, independent oversight is that the independent directors meet in executive session on a regular basis without the presence of management. In 2017, as part of the agenda for each of the four regularly-scheduled Board meetings, the independent directors met in executive session with the Lead Independent Director presiding at such meetings.

LEAD INDEPENDENT DIRECTOR

The Board believes that the role of Lead Independent Director enhances effective governance. Mr. Smith currently serves as Lead Independent Director. In addition to presiding at executive sessions of the non-management directors as well as all meetings at which the Chairman is not present, the Lead Independent Director’s duties include:

BOARD LEADERSHIP STRUCTURE

The Board believes that the decision of whether to combine or separate the positions of Chief Executive Officer and Chairman will vary company to company and depends upon a company’s particular circumstances at a given point in time. For our Company, the Board currently believes that separating the Chief Executive Officer and Chairman positions is the appropriate leadership structure and is in the best interests of our shareholders. In addition, the Board also believes that AXIS’ leadership structure does not affect the Board’s role in risk oversight of the Company. Accordingly, Mr. Butt serves as our Chairman of the Board, while Mr. Benchimol serves as our

		CORPORATE GOVERNANCE     11

Chief Executive Officer and President. Our Board believes that this structure best encourages the free and open dialogue of alternative views and provides for strong checks and balances. Additionally, Mr. Butt’s attention to Board and committee matters allows Mr. Benchimol to focus more specifically on overseeing the Company’s day-to-day operations and underwriting activities as well as strategic opportunities and planning.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the year ended December 31, 2017, none of our executive officers served as a member of the compensation committee or as a director of another entity, one of whose executive officers served on our Compensation Committee or as one of our directors.

CONSIDERATION OF DIRECTOR NOMINEES

The Corporate Governance and Nominating Committee will consider candidates recommended by shareholders to be nominated to our Board for election at the Annual General Meeting. A shareholder who wishes to submit a candidate for consideration must be a shareholder of record at the time that such shareholder submits a candidate for nomination and must be entitled to vote for the candidate at the meeting. A shareholder must give written notice of the submission to our Secretary not less than 90 days nor more than 120 days prior to the anniversary of the annual general meeting for the preceding year; provided, that, if the date of the annual general meeting is moved more than 30 days before or after the anniversary date of the annual general meeting for the preceding year, the deadline for giving written notice of the submission to our Secretary will instead be a reasonable time before we begin to print and mail our proxy materials. The notice must include:

The notice also must include information on the shareholder submitting the nomination, including the shareholder’s name and address as it appears on our share register and the number of our common shares beneficially owned by the shareholder.

COMMUNICATIONS WITH BOARD OF DIRECTORS

Shareholders and other interested parties may send communications to our Board by sending written notice to our Secretary at our headquarters at AXIS House, 92 Pitts Bay Road, Pembroke HM 08, Bermuda. The notice may specify whether the communication is directed to the entire Board, to the non-management directors, to the Lead Independent Director or to a particular Board committee or other director. Our Secretary will handle routine inquiries and requests for information or will otherwise determine whether the communication is made for a valid purpose and is relevant to the Company and its business and, if he so determines, will forward the communication to our Chairman of the Board, to the non-management directors or to the appropriate committee chairman or director. At each meeting of our Board, our Secretary presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the directors on request.

RISK GOVERNANCE AND RISK MANAGEMENT ORGANIZATION

The key elements of our governance framework, as it relates specifically to risk management, are described below.

Board of Directors’ Level

The Risk Committee of the Board assists the Board in overseeing the integrity and effectiveness of our enterprise risk management framework and ensuring that our risk assumption and risk mitigation activities are consistent with that framework. The Risk Committee reviews, approves and monitors our overall risk strategy, risk appetite and key risk limits and receives regular reports from the Group Risk Management function (“Group Risk”) to ensure

12    CORPORATE GOVERNANCE

any significant risk issues are being addressed by management. The Risk Committee further reviews, with management and Internal Audit, general policies and procedures and satisfies itself that effective systems of risk management and controls are established and maintained. Among its other responsibilities, the Risk Committee also reviews and approves our annual Own Risk and Solvency Assessment report. The Risk Committee assesses the independence and objectivity of our Group Risk function, approves its terms of reference and reviews its ongoing activities. Following a recommendation by our Chief Executive Officer, the Risk Committee also conducts a review and provides a recommendation to the Board of Directors regarding the appointment and/or removal of the Chief Risk and Actuarial Officer. The Risk Committee meets with the Chief Risk and Actuarial Officer in separate executive session on a regular basis.

The Finance Committee of our Board oversees our investment of funds and adequacy of financing facilities. This includes approval of a strategic asset allocation plan.

The Audit Committee of our Board, which is supported by our internal audit function, is responsible for overseeing internal controls and compliance procedures and also reviews with management and the Chairman of the Risk Committee of the Board guidelines and policies regarding risk assessment and risk management across the AXIS group.

Group Executive Level

Our management Executive Committee formulates our business objectives and risk strategy within the overall risk appetite set by our Board. It allocates capital resources and sets limits across the group, with the objective of balancing return and risk. While the management Executive Committee is responsible overall for risk management, it has delegated some authority to the executive level Risk Management Committee.

The Risk Management Committee is responsible for overseeing the integrity and effectiveness of our enterprise risk management framework, and ensuring that our risk assumption and risk mitigation activities are consistent with that framework, including a review of the annual business plan relative to our risk limits. In addition to the Risk Management Committee, there is an established framework of separate, yet complementary, management committees and subcommittees which focus on particular aspects of enterprise risk management including the following:

Group Risk Management Organization

As a general principle, management in each of our business units is responsible in the first instance for both the risks and returns of its decisions. Management is the “owner” of risk management processes and is responsible for managing our business within defined risk limits.

Our Chief Risk and Actuarial Officer reported to our Chief Executive Officer and the Chairman of the Board Risk Committee, leads our Group Risk function and is responsible for oversight and implementation of our enterprise

		CORPORATE GOVERNANCE     13

risk management framework as well as providing guidance and support for risk management practices. Group Risk is responsible for developing methods and processes for identifying, measuring, managing and reporting risk. This forms the basis for informing the Risk Committee of the Board and the Risk Management Committee of our risk profile. Group Risk develops our risk management framework and oversees the adherence to this framework at the group and operating entity level. Our Chief Risk and Actuarial Officer regularly reported risk matters to our Chief Executive Officer, management Executive Committee, Risk Management Committee and to the Risk Committee of the Board.

Internal Audit, an independent, objective function, reports to the Audit Committee of the Board on the effectiveness of our risk management framework. This includes assurance that key business risks have been adequately identified and managed appropriately and that our system of internal control is operating effectively. Internal Audit also provides independent assurance around the validation of our internal capital model and coordinates risk-based audits, compliance reviews and other initiatives to evaluate and address risk within targeted areas of our business.

Our risk governance structure is further complemented by our Legal Department which seeks to mitigate legal and regulatory compliance risks with support from other departments. This includes ensuring that significant developments in law and regulation are observed and that we react appropriately to impending legislative and regulatory changes and applicable court rulings.

CODE OF BUSINESS CONDUCT AND CORPORATE GOVERNANCE GUIDELINES

Our Corporate Governance Guidelines, along with our Code of Business Conduct and the charters of the committees of our Board of Directors, provide a framework for the corporate governance of the Company addressing matters such as director qualification standards, director responsibilities and duties and compensation of our directors. Our Corporate Governance Guidelines and our Code of Business Conduct apply to all of our directors, officers and employees, including our Chief Executive Officer and President, our Chief Financial Officer and our Controller and are available on our website at www.axiscapital.com. We intend to disclose on our website any required amendment to, or waiver of, a provision of the Code of Business Conduct that applies to our Chief Executive Officer and President, our Chief Financial Officer or our Controller. In addition, waivers of the Code of Business Conduct for our directors and executive officers may be made only by our Board or the Corporate Governance and Nominating Committee and will be promptly disclosed to shareholders on our website in accordance with the listing standards of the NYSE.

14    CORPORATE GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information as of March 8, 2018 regarding beneficial ownership of our common shares by each of the following, in each case based on information provided by these individuals:

		PRINCIPAL SHAREHOLDERS    15

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities to file with the SEC and the NYSE reports on Forms 3, 4 and 5 concerning their ownership of the common shares and other equity securities of the Company. Under SEC rules, we must be furnished with copies of these reports.

Based on our review of these reports, we believe that all of our directors, executive officers and shareholders who are required to file reports filed all of such reports on a timely basis during the year ended December 31, 2017.

16    PRINCIPAL SHAREHOLDERS

The table below sets forth certain information concerning our current executive officers:

		EXECUTIVE OFFICERS    17

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)) and the related rules of the SEC, we are including in this proxy statement a separate resolution subject to shareholder vote to approve, in a non-binding vote, the compensation paid to our named executive officers as disclosed below. The language of the resolution, commonly known as a “Say on Pay” proposal, is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion is hereby APPROVED.”

In considering their vote, shareholders may wish to review with care the information on our compensation policies and decisions regarding our NEOs presented in the “Compensation Discussion and Analysis” section below as well as the discussion regarding the Compensation Committee Process, also below.

The Board has adopted a policy providing for annual Say on Pay advisory votes. Accordingly, the next Say on Pay vote will occur in 2019.

Recommendation of the Board

The Board recommends that you vote “FOR” the approval of the compensation paid to our NEOs.

18    PROPOSAL 2. NON-BINDING VOTE ON EXECUTIVE COMPENSATION

NAMED EXECUTIVE OFFICERS

The Compensation Discussion and Analysis section which follows explains the Company’s executive compensation program as it relates to our named executive officers (the “NEOs”) whose compensation information is presented in the tables following this discussion in accordance with SEC rules. Our NEOs for 2017 were:

EXECUTIVE SUMMARY

Execution of Long-Term Strategic Plan Despite Challenging Business Conditions

While fiscal year 2017 was a challenging year for AXIS and the (re)insurance industry with near record levels of catastrophe activity, 2017 was also a year in which AXIS made significant strides by positioning our business for long-term growth and profitability. We made significant progress in advancing our long-term strategic plan, and we took concrete measures to move toward our goal of achieving top-quintile industry non-GAAP operating ROACE and growth in book value per share adjusted for dividends, with volatility consistent with the industry average. In particular, we took positive steps to advance the following four strategic initiatives previously established by our CEO:

Where we are now Relevant Player in Core Markets with a More Diversified Portfolio Top 10 u.s. Excess and Surplus Lines (P&C) London Market / Lloyd’s Insurer of North American Professional Lines top 15 global P&C reinsurer 2001 START-UP Provider of large capacity for volatile lines In a “hard” market Where we are headed LEADERSHIP GOALS One of the top go-to players for specialty risks Top 10 (re)insurer in our chosen markets Top quintile profitability

		COMPENSATION DISCUSSION AND ANALYSIS    19

The following are among the highlights of our achievements during 2017 in advancing our strategic initiatives and were considered in evaluating the non-financial performance of our NEOs:

20    COMPENSATION DISCUSSION AND ANALYSIS

Financially, 2017 was a historic year for insurance industry catastrophe losses, which at approximately $120 billion is second only to 2011. Other challenges included competitive market conditions and a change in the Ogden rate in the UK, which increased the costs for our European motor business. We also experienced higher non-catastrophe losses in our property line of business. All of these factors contributed to an operating net loss for the year, and, therefore, a negative operating return on average common equity (“OROACE”) – the principal financial metric used to measure annual performance under our executive Annual Incentive Plan. Our book value was also impacted by the change in the U.S. tax law. For our long-term incentive plan, our key metric for performance measurement is diluted book value per common share adjusted for dividends over the three year period ending September 30, 2017. For the three year performance period ending September 30, 2017, diluted book value per share, adjusted for dividends grew 19.1%.

Leadership Transition

On the leadership front, we appointed new executives who will play key roles in executing our long-term strategic plan. In particular, the following leadership changes occurred in 2017:

Although they have left (or will be leaving) the Company, Messrs. Nichols, Henry and DiSipio are considered NEOs for fiscal year 2017. Messrs. Nichols, Henry and DiSipio’s fiscal year 2017 compensation has been described within this “Compensation Discussion and Analysis” section and the related tables in this proxy statement.

Strong Link Between Pay and Performance

A substantial portion of our NEOs’ compensation is long-term, performance-based and “at risk.” The Committee defines “at-risk” compensation as variable pay that has both upside potential and downside risk depending on the Company’s performance.

As illustrated below for our CEO, 86% of our CEO’s target compensation was performance-based and 62% of his target compensation consists of long-term incentives.

CEO Target Mix of Pay

		COMPENSATION DISCUSSION AND ANALYSIS    21

Although our CEO demonstrated strong leadership and made excellent progress in advancing the Company’s long-term strategic plan, the Compensation Committee wanted to reinforce the strong link between pay and performance and did not award a bonus to him despite Mr. Benchimol exceeding his non-financial, strategic goals. Based on the Company’s financial results, the Compensation Committee approved the following with respect to CEO compensation for the 2017 performance year:

Total direct compensation for our CEO, which we define as 2017 salary and bonus and equity awarded for 2017 performance, was reduced by 32% from the prior year. The following chart shows the overall decrease in our CEO’s total direct compensation from 2016 to 2017.

Year-over-Year Change to Awarded CEO Total Direct Compensation ⁽¹⁾

CEO Pay and Alignment with Shareholders

The Compensation Committee is committed to ensuring that our compensation programs foster a long-term alignment with our shareholders.

The Compensation Committee considers various key performance indicators when determining compensation that link to shareholder value creation. While total shareholder return is not explicitly used in any of our incentive plans, our CEO’s pay has tracked closely with our total shareholder return (“TSR”) performance. Additionally, since a significant portion of our NEOs’ compensation is provided in the form of equity, TSR will have a strong impact on the compensation realized by executives over time.

22    COMPENSATION DISCUSSION AND ANALYSIS

The following chart illustrates how the pay decisions for the CEO’s compensation over the past three years are aligned with our Company’s TSR performance.

Key Features of our Executive Compensation – Best Pay Practices

Highlighted below are compensation practices we maintained in 2017 to drive Company performance and align the interests of the Company’s executives with its stockholders:

CEO Performance Year Pay vs. TSR

		COMPENSATION DISCUSSION AND ANALYSIS    23

EXECUTIVE COMPENSATION FRAMEWORK

EXECUTIVE COMPENSATION PHILOSOPHY AND KEY FEATURES

We are a global insurer and reinsurer, with a mission to provide our clients and distribution partners with a broad range of risk transfer products and services and meaningful capacity, backed by excellent financial strength. Accordingly, it is critical that we recruit, retain and motivate the best talent in the global marketplace. To achieve these goals, we have designed our executive compensation programs to retain and reward leaders who create long-term value for our shareholders. The combination of fixed and variable compensation that we pay to our NEOs is structured to reward above-median performance with above-median levels of compensation and conversely, to provide below-median compensation for below-median performance. A large portion of our NEOs’ compensation is variable, or performance-based, and consists of annual incentive awards and long-term equity awards, while the fixed component of their compensation is designed to reflect their significant level of responsibility and overall contributions to our success. In addition to leading the Company’s day-to-day underwriting and operating activities, our NEOs manage and lead a team of senior professionals that we believe is one of the strongest teams in our industry. The significant diversity and successful management of our operations ultimately serve to maintain our capital and drive long-term shareholder returns. The primary consideration for our compensation decisions continues to be the assessment of our overall financial performance based on: (i) certain short-term and long-term financial metrics and (ii) both business unit and individual performance.

Company and Business Unit Financial Metrics

The financial metrics in our incentive plans against which we measure our Company performance are OROACE and growth in DBVPS adjusted for dividends as compared to our peers. The below chart describes these metrics and why we believe these metrics are critically important to the Company.

Company and Individual Non-Financial Metrics

At the beginning of the year, the Compensation Committee approves the Company’s non-financial objectives, as described under the “Execution of Long-Term Strategic Plan Despite Challenging Market Conditions” section above. Our CEO evaluates and makes a recommendation to the Compensation Committee on the performance of the NEOs against these objectives. The Compensation Committee in turn reviews the individual performance of each NEO, considers the recommendations from our CEO (except with regard to his own individual performance) and makes a final determination with respect to each element of each NEO’s compensation.

24    COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION COMMITTEE PROCESS

Under our Compensation Committee’s charter, the Compensation Committee:

Our Compensation Committee generally receives proposals and information from our Chief Human Resources Officer, our CEO and the Committee’s independent consultant for their consideration regarding executive compensation and director compensation. The Compensation Committee is permitted to delegate any of its responsibilities to subcommittees in its discretion, but to date has not done so.

At the beginning of each calendar year, our Compensation Committee:

Mid-year, the Compensation Committee reviews our independent compensation consultant’s report regarding our executive compensation program and reviews our employee compensation programs. In the fall of every year, the Compensation Committee reviews our director compensation program, approves any needed changes to the director compensation program and conducts a preliminary assessment of our performance for the year. Our Compensation Committee generally meets at the end of each calendar year to determine equity awards and make preliminary decisions regarding the salaries for the next calendar year and incentive cash payments that will be made at the beginning of the next calendar year, subject to final year-end results. At the beginning of the following year, and before any awards are distributed, the Compensation Committee considers the final audited year-end financial results and either confirms or adjusts the preliminary awards accordingly based upon their review.

RISK MANAGEMENT AND COMPENSATION

In line with the Company’s requirements for managing compensation risk, the Compensation Committee seeks to ensure that our executive compensation program does not encourage executives to take risks that are inconsistent with the long-term success of the Company. The Compensation Committee believes that AXIS’ executive compensation program does not encourage inappropriate risk-taking. Specifically, the Company’s annual incentive and long-term incentive plans are tied to our OROACE and growth in DBVPS, respectively, which ensures that our shareholders’ short and long-term interests are at the forefront of decision-making for our employees and NEOs.

Additionally,

		COMPENSATION DISCUSSION AND ANALYSIS    25

COMPENSATION COMMITTEE CONSULTANT

Our Compensation Committee has sole authority to select, retain and terminate any consultants or advisors used to provide independent advice to the Compensation Committee and evaluate executive compensation, including sole authority to approve the fees and any other retention terms for any such consultant or advisor. The Compensation Committee engaged Farient Advisors LLC (“Farient”) as its independent compensation consultant to assist in establishing compensation policies and programs. During 2017, Farient:

Farient did not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation Committee on director and executive officer compensation. Farient completes an annual questionnaire regarding any potential conflicts of interest. The Compensation Committee reviews the completed questionnaire and evaluates whether any work performed by Farient raises a conflict of interest. The Compensation Committee believes that Farient is independent and that Farient’s work has not raised any conflict of interest.

From time to time, management also engages its own external compensation consultant to advise it with regard to the Company’s compensation programs generally, prepare reports that compare our compensation programs to those of peer companies and help ensure the competitiveness and appropriateness of our compensation programs.

2017 PEER BENCHMARKING

Although AXIS gives careful consideration to each element of total compensation, we evaluate our competitive position with respect to our NEOs on a total direct compensation basis, which consists of base salary and short and long-term incentives. We consider market pay practices when setting executive compensation, as the Compensation Committee uses benchmarking from our peer group and other industry-specific compensation surveys to guide decision-making with respect to executive pay levels.

Each year, as part of its evaluation, Farient advises on and the Committee reviews our peer group. In 2017, in light of the continued consolidation within the (re)insurance industry, Farient recommended and the Committee approved augmenting our size-appropriate compensation peer group with additional global (re)insurers to form a Performance Peer Group. Our Performance Peer Group recognizes that our marketplace for investment capital extends beyond the size parameters of our compensation benchmarking peer group. The addition of these companies also provides a statistically-robust sample to avoid potential relative payout anomalies that could occur with a smaller sample size.

26    COMPENSATION DISCUSSION AND ANALYSIS

Below is a summary of our peer companies:

SAY-ON-PAY VOTES AND SHAREHOLDER ENGAGEMENT

In 2017, the Compensation Committee considered the outcome of the shareholder advisory vote on 2016 executive compensation when making decisions relating to the compensation of our NEOs and our executive compensation program and policies. At our 2017 annual shareholders meeting, over 97% of the votes cast approved the Company’s executive compensation programs and policies and the resulting compensation described in the 2017 Proxy Statement. Based on the level of support, the Compensation Committee determined that shareholders support our compensation practices. Accordingly, our approach to executive compensation for 2017 remained generally consistent with past practice.

Below is a summary of the results of the Company’s shareholder advisory votes on executive compensation over the past three years.

During the past year, we reached out to and offered to speak with our largest shareholders of our outstanding common shares. The Compensation Committee intends to continue to consider the views of our shareholders when designing, reviewing and administering the Company’s compensation programs and policies.

		COMPENSATION DISCUSSION AND ANALYSIS    27

KEY COMPONENTS OF COMPENSATION

The following table lists the elements of target direct compensation for our 2017 executive compensation program. The program uses a mix of fixed and variable compensation elements and provides alignment with both short- and long-term business goals through annual and long-term incentives. Our incentives are designed to drive overall Company, segment and individual performance using financial and non-financial measures the Committee believes are correlated to gains in shareholder value. The Committee establishes the performance measures and ranges of performance for the variable compensation elements.

BASE SALARY

Salaries are the most basic form of compensation and are integral to any employment arrangement. Our main consideration in determining base salaries is to remain competitive. We also seek to balance a logical salary structure within the Company globally reflecting the demands of the market for executive talent. A competitive salary allows us to attract and retain key staff.

Placement of our NEOs within a salary range is based on the market data for an individual’s position, the executive’s expertise and historical compensation, scope of role, geographic location, and the Compensation Committee’s determination of competitiveness and appropriate levels based on the CEO’s recommendations (other than with respect to his own salary).

In 2017, salaries of our NEOs remained unchanged from 2016. For Mr. Benchimol, 2017 marked the fifth consecutive year in which he did not receive an increase in his base salary.

ANNUAL INCENTIVE AWARDS

Annual incentive compensation for our NEOs is provided under our 2014 Annual Incentive Plan (the “Annual Incentive Plan”). The Annual Incentive Plan is intended to provide for formulaic annual incentive payouts to our NEOs and serves as a critical tool for rewarding the achievement of our annual corporate goals.

In order to achieve a competitive total compensation package, we established individual annual incentive targets expressed as a percentage of salary for each NEO, with the exception of Mr. Ekberg who received a target value for 2017 in connection with his appointment as interim CEO of AXIS Reinsurance. For our other NEOs, annual incentive targets are governed by the terms of their employment agreements, but are not guaranteed. The individual annual incentive targets for our NEOs for 2017 are as follows:

28    COMPENSATION DISCUSSION AND ANALYSIS

Annual incentive compensation is determined based on OROACE, business unit financial metrics and individual non-financial metrics as follows:

Company Financial Performance Goals and Results

Each year, the Compensation Committee sets a target OROACE after considering the Company’s business plan and market conditions for the current year. The Committee also receives input from its independent compensation consultant as to the rigor and stretch inherent in the goals.

The OROACE target for 2017 remained at 9.0%, which was higher than our actual 2016 OROACE of 7.9%. The maximum award of 200% of target would be achieved if OROACE was 14%. No payout would automatically be achieved if OROACE was equal to or below 4%. For performance between these levels, payouts would be determined based on linear interpolation. The Compensation Committee believes this goal range sets appropriately challenging performance targets, while mitigating inappropriate risk-taking.

AXIS achieved an annual OROACE of (5.4)%, which resulted in a payout factor of 0%.

Business Unit Financial Goals and Results

Business unit financial goals are set and ultimately measured, based on comparing combined ratio relative to plan for the respective business unit. The drivers in the resulting combined ratio will also be evaluated in assessing achievement of the goal.

The business unit financial score for the Accident & Health business was earned at target, based on the financial achievements for that business. The Insurance and Reinsurance businesses did not meet their threshold level of performance, and therefore no bonuses were allocated based on that metric.

Non-Financial Performance Goals and Results

Each of our NEOs exceeded their non-financial goals and made significant achievements on the strategic imperatives of the Company in 2017. As such, the assessment of each NEO’s non-financial achievement relative to their objectives yielded a bonus payout on the non-financial portion of their short-term incentives. The Compensation Committee applied its judgment and considered the contributions and factors applicable to each NEO to determine appropriate bonus awards. See below for descriptions relating to: (i) Mr. Benchimol (who did not receive a bonus); (ii) Messrs. Ekberg and Wilson (who received RSUs in lieu of a cash bonus) and (iii) Messrs. DiSipio and Henry (who each received a cash bonus).

Albert A. Benchimol. Mr. Benchimol exceeded his non-financial goals in 2017. The Committee determined he made significant progress in advancing our long-term strategic plan and drove all of the initiatives detailed in the Executive Summary of the “Compensation Discussion and Analysis” section of this proxy statement. Among other items, Mr. Benchimol oversaw the acquisition of Novae. He had the vision to position the Company to be future ready and took concrete measures to strengthen our operating platform. Mr. Benchimol accelerated efforts to expand our data and analytics framework as well as demonstrated excellent stewardship during a historic year for insurance industry catastrophe losses. We believe, through his leadership, he has positioned the Company to achieve our long-term goals.

Despite these significant achievements, the Compensation Committee wanted to reinforce the strong link between pay and financial performance and did not award Mr. Benchimol a bonus for 2017.

		COMPENSATION DISCUSSION AND ANALYSIS    29

Jan Ekberg. With respect to Mr. Ekberg’s non-financial achievements, the Committee considered, among other items, Mr. Ekberg’s exceptional leadership in serving as interim CEO for AXIS Reinsurance. His achievements included continuing to keep the Reinsurance team engaged during a period of transition, while maintaining momentum in business development. He also advanced AXIS Re’s Lloyd’s initiative and he completed substantial work in connection with the acquisition and integration of the Novae reinsurance team.

Because Mr. Ekberg exceeded his non-financial goals, the Compensation Committee decided to award time-based RSUs in lieu of a cash bonus for the non-financial portion of Mr. Ekberg’s bonus. The Committee believes that awarding equity recognizes the performance of Mr. Ekberg for his significant non-financial achievements and is aligned with the long-term interests of our shareholders.

Peter W. Wilson. With respect to Mr. Wilson’s non-financial achievements, the Committee considered, among other items, Mr. Wilson’s significant leadership in connection with the Company’s successful acquisition and integration of Novae and Aviabel, the set-up and approval of the AXIS Lloyd’s managing agency and enhancements made to the underwriting process and numerous operational achievements.

Because Mr. Wilson exceeded his non-financial goals, the Compensation Committee decided to award time-based RSUs in lieu of a cash bonus for the non-financial portion of Mr. Wilson’s bonus. The Committee believes that awarding equity recognizes the performance of Mr. Wilson for his significant non-financial achievements and is aligned with the long-term interests of our shareholders.

Christopher N. DiSipio. Mr. DiSipio’s non-financial achievements include the advancement of our approach to InsurTech and expanding our footprint in the Middle East. He also played a key role in sourcing strategic investments focused on accident and health business.

A bonus was provided to Mr. DiSipio for exceeding his non-financial goals and achieving his business unit financial goals. Because Mr. DiSipio is leaving the Company on April 1, 2018, the Committee awarded his bonus in cash.

Joseph C. Henry. Mr. Henry’s non-financial achievements include the significant work involved in evaluating, analyzing and supporting the Aviabel and Novae acquisitions and the $350 million senior notes financing. Under Mr. Henry’s leadership, superior analytics were delivered in order to execute on these critical transactions. Mr. Henry was instrumental in transitioning the finance and corporate development functions to Mr. Vogt.

A bonus was provided to Mr. Henry for exceeding his non-financial goals. Because Mr. Henry retired from the Company on December 31, 2017, the Committee awarded his bonus in cash.

30    COMPENSATION DISCUSSION AND ANALYSIS

LONG-TERM INCENTIVE AWARDS

We have provided long-term incentive compensation to our NEOs through equity awards under our shareholder-approved 2007 Long-Term Equity Compensation Plan (the “2007 LTEP”). In addition, our shareholders approved the 2017 Long-Term Equity Compensation Plan (the “2017 LTEP”) on May 4, 2017, which replaced the 2007 LTEP as of that date. Equity awards are an especially valuable tool in linking the personal interests of our NEOs to those of our shareholders as the amount the executive will ultimately receive under these awards is determined by our stock price. A higher stock price benefits our shareholders and increases the value of the executive’s equity awards. In addition, the vesting requirement for our equity awards is a valuable retention tool that we consider to be very important in a competitive industry.

Under our Executive Long-Term Equity Compensation Program, two types of equity awards are granted to our NEOs: (a) time-vesting awards with performance-based adjustments at the time of grant (“RSUs”) and (b) performance-vesting awards with performance-based adjustments applied at the time of vesting (“PSUs”). These equity awards are summarized in the table below:

2017 Performance Year – Long Term Incentive Awards

For the three year performance period ending September 30, 2017, our annual measurement date for diluted book value per share, AXIS ranked in the 46th percentile of our RSU peer group, resulting in RSU funding at 85% of target. PSUs were granted at target, since performance will be measured over the forward-looking three-year period which will ultimately determine the number of units that will actually vest. Accordingly, the Compensation Committee approved the following equity awards in early 2018 for 2017 performance. In addition, as discussed in “Annual Incentive Awards” above, the Compensation Committee approved an additional award for Mr. Ekberg and Mr. Wilson for exceeding their non-financial goals in a difficult year in lieu of a cash bonus award. Due to Mr. Ekberg’s role as interim CEO, AXIS Reinsurance, his 2017 equity award consisted only of RSUs. These awards, approved in February 2018 will be reflected in the Summary Compensation table and Grants of Plan-Based Awards table in next year’s proxy statement.

		COMPENSATION DISCUSSION AND ANALYSIS    31

Grants Reflected in the Summary Compensation Table (Relating to 2016 Performance)

Excluding Mr. Ekberg, time-vesting RSUs for the 2016 performance were awarded at 115% of each NEO’s target, based on the relative DBVPS performance metric in place for our equity program. PSUs were granted at target, since performance will be measured over the forward-looking three-year period which will ultimately determine the number of PSUs that will actually vest. Equity-based incentives granted in 2017 for the 2016 performance year as shown in the table below are reflected in this year’s Summary Compensation Table.

Long-Term Incentive Performance Goals

The determination of annual RSU awards and ultimate vesting payouts for PSUs is based on pre-determined criteria, as follows:

Performance Metrics for Determining Time-Based Awards Upon Grant

Performance Metrics for Determining the Number of Earned Award Units

32    COMPENSATION DISCUSSION AND ANALYSIS

Vesting – 2015 PSU Grants

Under our 2013 Executive Long-Term Equity Compensation Program, RSU awards vest in four equal installments over a four-year vesting period, while PSU awards “cliff vest” on the third anniversary of the date of grant, subject to satisfying certain Company performance criteria. The performance period for the PSUs granted in 2015 was September 30, 2014 through September 30, 2017. As of September 30, 2017, the three year DBVPS growth ranked in the 58^th percentile of the peer group that was determined at the time of grant. This resulted in a payout factor of 80%, and the below table describes the number of shares actually earned by the NEOs based on this performance.

OTHER COMPENSATION TOPICS

PERQUISITES AND OTHER PERSONAL BENEFITS

Because our business is global and we are headquartered in Bermuda, many of our NEOs are required to relocate or to maintain a second residence or travel for business in order to work for us. To reduce the likelihood that this factor will discourage talented executive officers from joining AXIS, we provide reimbursements for a certain amount of personal travel for return trips home to NEOs who work away from their home countries, as well as, in some cases, housing allowances to help defray the cost of maintaining a second residence or working in multiple locations. We also provide certain other perquisites and benefits, as well as the general health plan and other benefits provided to all employees, which make us a competitive employer and do not represent a significant cost to us. These benefits also provide our NEOs with the security and convenience that allows them to focus their attention on carrying out their responsibilities to AXIS.

SEVERANCE BENEFITS

Although we do not maintain a general severance plan for our NEOs, each of our NEOs has rights upon termination of his employment under his employment agreement. The terms and conditions of the separation benefits and payments are described in detail in the section entitled “Potential Payments Upon Termination or Change in Control.” We provide these benefits in order to be competitive as an employer. We also provide various benefits in connection with a change in control, in part because a change in control situation often undermines our NEOs’ job security, and it is to the benefit of AXIS and its shareholders to encourage the NEOs to seek out beneficial business transactions and to remain with us through the closing of the transaction, even though their futures may be uncertain as a result. As such, we structured the change in control provisions in each of the employment agreements for our NEOs with a “double trigger,” which requires termination of the executive without cause or termination by the executive for good reason in connection with a change in control. Because the consummation of a transaction alone would not trigger this benefit, this structure essentially places the decision of whether or not to trigger change in control benefits largely in the hands of the acquiring company.

We provide our NEOs with benefits and severance payments if we terminate them without cause and in some cases if they voluntarily leave under certain circumstances. These benefits add a level of security to the NEO’s position. We believe these benefits are needed to attract and retain talented executives in our industry. These provisions encourage individuals to move from other firms in the industry and help attract individuals from outside of the industry to take a position in our industry, which is generally more volatile. In addition, we face significant

		COMPENSATION DISCUSSION AND ANALYSIS    33

competition within our industry for experienced leaders, and we believe these benefits are needed to remain competitive as an employer as it is a common feature in many of our competitors’ compensation programs. Furthermore, we provide these benefits in part so we can obtain valuable agreements from the NEOs to assign to us certain intellectual property rights, not to compete with us for a certain period of time after leaving, not to solicit our employees or customers after leaving and to maintain the confidentiality of our information. Moreover, providing termination payments allows us to obtain a release of claims from the NEO upon his or her departure from AXIS, which we consider a valuable benefit to us.

As discussed in “Leadership Transition” section above, Mr. Nichols left the Company on March 31, 2017, Mr. Henry retired from the Company on December 31, 2017 and Mr. DiSipio will be leaving the Company on April 1, 2018. They are entitled to severance payments and other benefits pursuant to the terms of their respective Separation Agreements, the terms of which are summarized under “Potential Payments Upon Termination or Change in Control” in this proxy statement.

RESTRICTION ON TRADING BY DIRECTORS AND OFFICERS/ANTI-HEDGING AND PLEDGING

The Company’s policy on insider trading generally permits directors and executive officers (including our NEOs) to engage in transactions involving the Company’s common stock and other securities only (a) during a Company-prescribed trading window of limited duration; and (b) after seeking pre-clearance to avoid trading while in possession of material non-public information. In addition, the Company’s policy on insider trading prohibits all employees and directors from engaging in hedging transactions with respect to the Company’s securities and also prohibits pledging, or using as collateral, the Company’s securities in order to secure personal loans or other obligations.

STOCK OWNERSHIP GUIDELINES FOR DIRECTORS AND EXECUTIVE OFFICERS

We believe it is important to align the financial interests of our senior executives and directors with those of our shareholders. Accordingly, we have adopted guidelines which specify the minimum amount of AXIS securities that we expect our directors, NEOs and key senior management employees to own on a direct basis, meaning stock which is subject to market risk, not simply held under option. Our stock ownership guidelines require our CEO to hold AXIS securities with a value equal to a minimum of five times his annual base salary and require our NEOs to hold AXIS securities with a value equal to a minimum of three times their annual base salary. They have five years from the date of promotion or appointment to a position subject to the guidelines to meet the applicable minimum requirement. Directors are required to hold AXIS securities with a minimum value of $300,000 and have from the later of five years from (i) December 4, 2015; or (ii) the effective date of their initial election as a director to comply with the guidelines. Annually, the Committee reviews compliance of our officers and directors with these guidelines.

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 executive officer, although for tax years prior to 2018, performance-based compensation arrangements could qualify for an exemption from the deduction limit if they satisfy various requirements under Section 162(m). Section 162(m) was recently amended by the U.S. Tax Cuts and Jobs Act to eliminate the exception for performance-based compensation (other than with respect to payments made pursuant to certain “grandfathered” arrangements entered into prior to November 2, 2017) and to expand the group of current and former executive officers who may be covered by the deduction limit under Section 162(m). For AXIS, Section 162(m) has had limited effect because our Company is headquartered in Bermuda and U.S. tax law only affects a portion of our income. Therefore, although we are aware of and have considered the impact of this rule when developing and implementing our executive compensation program, deductibility of compensation under Section 162(m) has not been a driving factor in the operation of our executive compensation program. We do not expect the recent changes to Section 162(m) to change our executive compensation practices prospectively.

34    COMPENSATION DISCUSSION AND ANALYSIS

OPPORTUNITY FOR SHAREHOLDER FEEDBACK

We value feedback from our shareholders about our executive compensation philosophy and program, and welcome shareholders to express their views to the Board in writing.

Shareholders and other interested parties may send communications to our Board by sending written notice to our Secretary at our headquarters at 92 Pitts Bay Road, Pembroke, Bermuda HM 08. The notice may specify whether the communication is directed to the entire Board, to the non-management directors, to the Lead Independent Director or to a particular Board committee or other director. Our Secretary will handle routine inquiries and requests for information or will otherwise determine whether the communication is made for a valid purpose and is relevant to the Company and its business and, if he so determines, will forward the communication to our Chairman of the Board, to the non-management directors or to the appropriate committee chairman or director. At each meeting of our Board, our Secretary presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the directors on request.

		COMPENSATION DISCUSSION AND ANALYSIS    35

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on the review and discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

COMPENSATION COMMITTEE

Henry B. Smith, Chairman

Christopher V. Greetham

Maurice A. Keane

Thomas C. Ramey

36    COMPENSATION COMMITTEE REPORT

SUMMARY COMPENSATION TABLE

The following table sets forth compensation provided to: (i) each individual who served as a Chief Executive Officer of AXIS in 2017; (ii) each individual who served as a Chief Financial Officer of AXIS in 2017; (iii) the other three most highly compensated executive officers serving at the end of the year ended December 31, 2017 and (iv) one individual who would have been one of our three most highly compensated executive offices had he been serving at the end of the year ended December 31, 2017.

		EXECUTIVE COMPENSATION    37

ALL OTHER COMPENSATION FOR 2017 – SUPPLEMENTAL TABLE

The following table describes the incremental cost of other benefits provided in 2017 that are included in the “All Other Compensation” column.

38    EXECUTIVE COMPENSATION

GRANTS OF PLAN-BASED AWARDS IN 2017

The following table provides information on annual incentive payments and restricted stock awards granted in 2017 to each of our NEOs.