DEF 14A of Global Indemnity Group, LLC
Filed Apr 30, 2024 · FY20230001193125-24-125055
Nominee for Director
Nominee for Director Seth J. Gersch, 76, has served as a director since February 2008. He serves as managing member of Eclipse Assets, LLC which does business as Hindsight Vineyards and Hindsight Wines, a Napa Valley based winery. He was the chief operating officer of Fox Paine & Company, LLC from 2007 through 2009. Prior to joining Fox Paine & Company, LLC, Mr. Gersch was the chief operating officer and a member of the executive committee of ThinkEquity Partners, LLC from 2004 through 2007. From 2002 through 2004, Mr. Gersch was president and chief executive officer of Presidio Capital Advisors, LLC. In addition, Mr. Gersch held several positions with Banc of America Securities’ predecessor organization, Montgomery Securities, and founded the BrokerDealer Services Division of Banc of America Securities where he served as president and chief executive officer. Mr. Gersch is a former member of the board of directors of Cradle Holdings (Cayman) Ltd. and Paradigm, Ltd. He also served as a director of the San Francisco 49ers Foundation, the charitable arm of the San Francisco 49ers football organization. Mr. Gersch received a BBA in accounting and electronic data processing from Pace University. Mr. Gersch’s experience and skills acquired through his business and financial background with multiple companies were considered for his nomination.
Designated Directors
Designated Directors Saul A. Fox, 70, founded Fox Paine & Company (hereafter, including its affiliates, “Fox Paine”), a private equity investment and advisory firm, in 1996 and served as Fox Paine’s chief executive from its inception through the date hereof. Fox Paine founded Global Indemnity’s original predecessor company in August 2003, and Mr. Fox served as the chairman of Global Indemnity (including its predecessor companies) since its founding. Mr. Fox also served as Global Indemnity’s chief executive from February 2007 to June 2007. Fox Paine constitutes Global Indemnity’s largest shareholder and holds a majority of Global Indemnity’s voting shares. At the time Fox Paine founded Global Indemnity’s predecessor in 2003, Fox Paine and Global Indemnity entered into an agreement pursuant to which Fox Paine agreed to provide Global Indemnity with advice regarding mergers, acquisitions, divestitures, financings, investment strategies, vetting of independent investment managers, corporate structure, vetting of management, management compensation, jurisdictional tax optimization, and various other matters. Pursuant to its agreement with Global Indemnity, Fox Paine advised Global Indemnity regarding the acquisitions of Global Indemnity’s predecessor and constituent organizations, including United National in 2003, Penn Independent in 2005, Penn America Group in 2005, Collectibles Insurance Services in 2010, and American Reliable in 2015. In addition, Fox Paine advised Global Indemnity regarding the disposition of its Manufactured Homes and Dwelling business in 2021 and the disposition of its Farm & Ranch business in 2022. Fox Paine advised Global Indemnity regarding its initial public offering of common stock in 2003 as well as the $100 million rights offering of additional common stock in 2009. Fox Paine advised Global Indemnity regarding the buyback of 45% of Global Indemnity’s outstanding shares in 2015. Since Global Indemnity’s inception, Fox Paine has approved over $600 million in cash distributions to Global Indemnity shareholders by way of share buybacks and dividends, although Fox Paine has not participated in any of Global indemnity’s share buybacks nor has Fox Paine otherwise sold any of its Global Indemnity shares. In 2020, Fox Paine also advised Global Indemnity regarding its redomestication to the United States from the Cayman Islands, that included the reorganization of Global Indemnity as a publicly traded Delaware limited liability company, which is regarded as a non-taxable pass-through organization for United States federal income tax purposes. Over Mr. Fox’s 40 year career in private equity, Mr. Fox orchestrated numerous acquisitions, mergers, divestitures, financings, and various other transactions in a broad array of industries, including property & casualty insurance and reinsurance, oil & natural gas exploration, production, and drilling, geophysical software development and distribution, independent alternative electrical power production, medical diagnostic devices and therapeutic instruments, budget lodging, and the manufacture and distribution (both wholesale & retail) of luxury perfumes, cosmetics, and related ‘high-end’ personal care products. In total, Mr. Fox completed 99 such transactions totaling $21 billion in which $1.7 billion of invested equity capital grew to $5.8 billion, providing investors with a 3.4x Return on Investment and a 39% average Internal Rate of Return. Prior to founding Fox Paine, Mr. Fox was a general partner of Kohlberg, Kravis & Roberts & Co. (“KKR”), a pioneering private equity investment firm, which Mr. Fox joined in 1984. During Mr. Fox’s 13 years at KKR, Mr. Fox led the firm’s successful acquisitions and divestitures of American Reinsurance (KKR’s first insurance company acquisition), Canadian General Insurance (KKR’s first international acquisition), and Motel 6 (which was one of the very first actively managed operating businesses to utilize the master limited partnership structure to effectuate an initial public offering). Prior to joining KKR, Mr. Fox was an attorney at Latham & Watkins LLP, specializing in tax and commercial law. Mr. Fox received a Juris Doctor degree (cum laude) from the University of Pennsylvania School of Law in 1978 and a baccalaureate degree (summa cum laude) from Temple University in 1975. Mr. Fox, age 70, was born and raised in the Pennsylvania Delaware Valley. Joseph W. Brown, 75, has served as a director since December 2015. He became Global Indemnity’s Chief Executive Officer in October 2022. Until December 2017, Mr. Brown served on the board of directors of MBIA, Inc. (NYSE: MBI) and until September 2017, Mr. Brown was the Chief Executive Officer of MBIA, Inc. He rejoined MBIA, Inc. in February 2008 as Chairman and Chief Executive Officer and served as Chairman until May 2009. He became Executive Chairman on May 2004 and retired from that position in May 2007. Until May 2004, he had served as Chairman and Chief Executive Officer. He originally joined MBIA, Inc. as Chief Executive Officer in January 1999, having been a Director since 1986 and became Chairman in May 1999. Prior to joining MBIA, Inc., Mr. Brown was Chairman of the Board of Talegen Holdings, Inc. from 1992 through 1998. Prior to joining Talegen, Mr. Brown had been with Fireman’s Fund Insurance Company as President and Chief Executive Officer. Fred R. Donner, 66, has served as a director since December 2022. Mr. Donner has over 35 years of experience in the insurance industry. Prior to his retirement, he was with Travelers Insurance Co. (Travelers). While at Travelers, he was a member of its Management and Operating Committees and served in several financial and operating roles including Executive Vice President, Enterprise Risk Management; Chief Financial Officer for its Business and International Insurance; Chief Operating Officer for its Business Insurance segment and Chief Financial Officer of its Personal Lines Insurance segment. Prior to joining Travelers, Mr. Donner served as Executive Vice President and Chief Financial Officer of RenaissanceRe Ltd., a Bermuda-based international reinsurance company. Prior to that, Mr. Donner served as the National Partner-in-Charge of KPMG’s Insurance Practice. Mr. Donner holds a bachelor’s degree in business administration from Pace University and currently serves on the advisory board for the University’s Lubin School of Business. Mr. Donner is a member of the American Institute of Certified Public Accountants. He currently serves an independent director of Crawford & Company. He previously served as the Audit Committee chair and a member of the Risk & Capital Committee of the board of directors of Argo Group International Holdings Ltd. and also as a Senior Managing Director in the Global Insurance Services Practice of FTI Consulting Inc. Jason B. Hurwitz, 51, has previously served on GBLI’s board from September 2017 to January 2022, and he rejoined in October 2022. He is a partner with Osier Capital LLC, an investment firm focused on insurance and other long-term investments. As a principal and advisor during his career, he completed 28 corporate acquisitions or divestitures totaling over $5 billion and served on the boards of directors of eight of these companies. He received a B.S. in Economics (summa cum laude) from The Wharton School, University of Pennsylvania. Fred E. Karlinsky, 57, has served as a director since December 2023. Mr. Karlinsky is a Shareholder and Co-Chair of Greenberg Traurig, LLP’s Global Insurance Regulatory and Transactions Practice Group. He has over 30 years of experience representing insurers, reinsurers and other insurance related entities. Mr. Karlinsky is an adjunct professor of law at Florida State University College of Law and currently chairs the Florida Supreme Court Judicial Nominating Commission. He has a B.S. from the University of Miami and a Juris Doctorate from Florida State University College of Law.
Designated Directors
Thomas M. McGeehan, 66, has served as a director since April 2024. He was our Chief Financial Officer from August 2011 through March 2024. From December 2009 until August 2011, Mr. McGeehan was our Senior Vice President and Chief Financial Officer. From May 2008 to December 2009, Mr. McGeehan was our Interim Chief Financial Officer. Prior to that, Mr. McGeehan served as United America Indemnity, Ltd.’s Corporate Controller beginning in September 2005. He joined Global Indemnity’s predecessor companies in May 2001 as vice president and controller from Colonial Penn Insurance Company, a subsidiary of General Electric Financial Assurance, where he worked from 1985 until 2001, ultimately serving as assistant vice president finance / marketing & accounting. Mr. McGeehan received a Bachelor’s of Business Administration from Temple University; a Master of Business Administration from La Salle University; and a Master of Taxation from Villanova University. Gary C. Tolman, 72, has served as a director since November 2022. Mr. Tolman has over 45 years of experience in the property and casualty insurance and reinsurance industry. Mr. Tolman was the Chief Executive Officer and co-founder of Noblr, Inc., a full stack telematics-specific personal auto insurance company that was founded in November, 2017. Noblr, Inc. was acquired by the United Services Automobile Association in October 2021. Until May 2015, Mr. Tolman served as the President and Chief Executive Officer of Esurance Holdings, Inc. (Esurance), a position that he held since 2000. Esurance, a direct-to-consumer insurance company, was launched in late 1999 and became one of the premier online auto insurance providers in the U.S. Mr. Tolman was also Chairman of Answer Financial Inc. (Answer Financial), one of the largest online and call center insurance agencies in the U.S. Esurance and Answer Financial were acquired by Allstate in October 2011. Prior to Esurance and Answer Financial, Mr. Tolman was President and Treasurer of Talegen Holdings, Inc., formerly the property and casualty insurance operations of the Xerox Corporation. Mr. Tolman also worked at the Fireman’s Fund Insurance Company for 15 years, ultimately serving as Senior Vice President. Mr. Tolman is also on the Executive Board of Directors of the International Tennis Hall of Fame.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2023 Non-Employee Director Compensation
2023 Non-Employee Director Compensation The following table provides compensation information that was earned by each of our non-employee directors in fiscal year 2023 for each current and former non-employee director of our Board.
2023 Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total ($) | | Saul A. Fox | — | 714,281 | — | — | — | 242,021 | 956,301 | | Fred R. Donner | — | 515,872 | — | — | — | — | 515,872 | | Seth J. Gersch | — | 561,373 | — | — | — | — | 561,373 | | Jason B. Hurwitz (3) | — | 353,674 | — | — | — | 207,710 | 561,384 | | Fred E. Karlinsky (4) | — | 21,983 | — | — | — | 12,927 | 34,910 | | Gary C. Tolman | — | 549,727 | — | — | — | — | 549,727 |
2023 Non-Employee Director Compensation
| (1) Represents the aggregate grant date fair value of share-based compensation granted in 2023 as calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718, Compensation-Stock Compensation (FASB ASC Topic 718) (“Topic 718”). See Note 18 of our consolidated financial statement contained in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying the valuation of equity awards. The grant date fair value for each equity award granted during 2023 is set forth below for each non-employee director: |
2023 Non-Employee Director Compensation
| Service Period to which Grant Relates | 1st Quarter 2023 | 2nd Quarter 2023 | 3rd Quarter 2023 | 4th Quarter 2023 | Total | | Grant Date | 3/31/2023 | 6/30/2023 | 9/30/2023 | 12/30/2023 | | | Director | | | | | | | Saul A. Fox | $178,551 | $178,573 | $178,589 | $178,569 | $714,281 | | Fred R. Donner | $128,980 | $128,984 | $128,926 | $128,982 | $515,872 | | Seth J. Gersch | $138,884 | $138,890 | $138,906 | $144,693 | $561,373 | | Jason B. Hurwitz | $87,056 | $87,489 | $87,484 | $91,194 | $353,674 | | Fred E. Karlinsky (4) | $— | $— | $— | $21,983 | $21,983 | | Gary C. Tolman | $138,884 | $138,890 | $138,872 | $133,080 | $549,727 | | Totals | $672,806 | $672,826 | $672,777 | $698,501 | $2,716,910 |
2023 Non-Employee Director Compensation
| (2) Represents the accrued tax gross-up on restricted Class A Common Shares received for services rendered. |
2023 Non-Employee Director Compensation
| (3) Mr. Hurwitz’s compensation does not include $34,722.50 paid to him for accrued dividends upon the vesting of certain restricted stock units. |
2023 Non-Employee Director Compensation
| (4) Mr. Karlinsky joined the Board of Directors on December 5, 2023. |
Our Compensation Philosophy
| Named Executive Officer | Performance Criteria for Cash Bonus | Performance Criteria for Equity Bonus | | Thomas M. McGeehan | Global Indemnity’s underwriting income, gross written premiums, expense management and service quality provided by our support services | Global Indemnity’s underwriting income | | Thomas P. Gibbons | Global Indemnity’s underwriting income and gross written premiums, expense management and service quality provided by our support services | | | David C. Elliott | Global Indemnity’s underwriting income and gross written premiums, expense management and service quality provided by our support services | | | Stanley K. Lam | Penn-America’s underwriting income and gross written premiums | |
Our Compensation Philosophy
As described below, the amounts of the annual bonuses payable to our named executive officers are dependent, in large measure, on our performance in relation to performance targets. The extent to which actual performance exceeds or falls short of target performance directly results in a corresponding increase or decrease in the bonus amounts payable. The criteria for our annual bonus incentives for 2023 related to certain objective performance goals that included gross written premium, expense management and support services provided as well as individual performance expectations. Gross written premiums is a financial measurement that is generally viewed in the insurance industry as an indicator of revenue and growth. Target Incentives Under Employment Agreements Mr. Brown’s CEO Agreement, as defined in “Employment Agreements” below, provides for a cash bonus opportunity of $2,000,000 payable by March 15, 2024 subject to Mr. Brown remaining employed with GBLI through December 31, 2023. Mr. Brown’s 2024 CEO Agreement, as defined in “Employment Agreements” below, provides a minimum annual bonus of $2,000,000, payable by March 15 of each year, subject to Mr. Brown remaining employed with GBLI through the previous December 31st. Under the Terms of Employment, Mr. Oltman has an annual bonus opportunity of between $487,500 and $812,500 (“Oltman Bonus Opportunity”), payable based on the achievement of certain underwriting results, as determined by the Board, for each year of Mr. Oltman’s term, with 50% of the Oltman Bonus Opportunity payable in cash in the subsequent calendar year and 50% payable in Class A Common Shares following a true-up of underwriting results for the applicable year in the fourth calendar year following the applicable bonus award. Under his employment agreement, Mr. McGeehan was eligible to receive a cash and equity bonus award under criteria developed annually by the Board and Nom-Comp Committee. Messrs. Elliott, Gibbons, and Lam are at-will employees. Messrs. Gibbons’ and Mr. Elliott’s bonus targets for 2023 were the same as the targets developed for our support services for 2022. Mr. Lam’s bonus targets were the same as the targets developed for the Penn-America business unit. Cash Bonus Opportunity Performance Objectives and Target Cash Bonuses Mr. Brown received a $2,000,000 cash bonus on March 15, 2024 per the terms of Mr. Brown’s CEO Agreement. Mr. McGeehan was eligible for a cash bonus between $125,000 and $300,000, with a target of $250,000. The first 50% of the potential cash bonus is based upon the achievement of consolidated actual adjusted accident year underwriting income in 2023 between $28.134 million and $67.522 million, with a target of $56.268 million. The second 50% of the potential cash bonus is based upon the ratio of actual consolidated accident year gross written premium in 2023 to planned consolidate gross written premiums of $485.07 million, the achievement of certain expense and budget management goals in 2023, and the achievement in 2023 of certain service quality goals. The weightings for each of these performance criteria in the second 50% of the potential cash bonus, which varied based on extent of achievement, are set forth in the following table:
Our Compensation Philosophy
| Named Executive Officer | 2023 Cash Bonus Amount Earned ($) | | Joseph W. Brown | 2,000,000 | | Thomas M. McGeehan | 200,000 | | Jonathan E Oltman | 0 | | Thomas P. Gibbons | 75,000 | | David C. Elliott | 125,000 | | Stanley K. Lam | 125,000 |
Our Compensation Philosophy
Equity Bonus Opportunity Performance Objectives and Target Equity Bonuses Mr. Brown was not eligible for an equity bonus. Mr. Oltman was not eligible for an equity bonus because his employment ceased on December 31, 2023. Messrs. McGeehan, Gibbons, Elliott, and Lam were eligible for an equity bonus if Global Indemnity’s consolidated accident year underwriting income equaled or exceeded 80% of the targeted consolidated accident year underwriting income as discussed in “Cash Bonus Opportunity” above. Mr. McGeehan was eligible for an equity bonus between $200,000 and $300,000, with a target of $250,000. Mr. Gibbons was eligible for an equity bonus between $130,000 and $195,000, with a target of $162,500. Mr. Elliott was eligible for an equity bonus between $160,000 and $240,000, with a target of $200,000. Mr. Lam was eligible for an equity bonus between $160,000 and $240,000, with a target of $200,000. Equity bonuses are payable in BVRs. Performance Results Messrs. McGeehan, Gibbons, Elliott, and Lam did not qualify for an equity bonus as Global Indemnity’s 2023 underwriting income of $40.4 million was not at least 80% of the 2023 policy year underwriting income goal of $56.268 million. Other Cash and Equity Awards Mr. Brown received options on October 21, 2022 to buy 200,000 Class A Common Shares with an exercise price of $20.77. The options vested and became exercisable as follows: 25% on each of November 1, 2022, February 1, 2023, May 1, 2023. Mr. Brown received options on January 2, 2024 to buy 200,000 Class A Common Shares with an exercise price of $32.00. The options vest and become exercisable as follows: 25% each on the first business day of each quarter in 2024 if Mr. Brown is an employee as of each such vesting date. Vesting would accelerate if, prior to vesting, Mr. Brown’s employment with Global Indemnity is terminated by GBLI other than in respect of a Cause Event (as defined in the 2024 CEO Agreement), Mr. Brown’s death or his permanent disability. 25% of the options vested on January 2, 2024 and 25% of the options vested on April 1, 2024. If Mr. Brown is employed by GBLI on January 1st of each year, beginning in 2025, he is eligible to receive 50,000 options to buy Class A Common Shares with an exercise price equal to the closing price of GBLI’s Class A Common Shares on the date of grant. The options, if granted, will vest on December 31, 2028 (subject to Mr. Brown remaining employed with GBLI through each vesting date). Mr. Oltman received options on January 19, 2021 to buy 140,000 Class A Common Shares with an exercise price of $28.70. One-third of the options will vest on April 1 of each of 2022, 2023 and 2024, subject to the achievement of certain underwriting results for the applicable year as determined by the Board and Mr. Oltman being a Company employee in good standing as of the applicable vesting date. One-third of the options failed to vest on April 1, 2022 as certain underwriting results were not achieved in 2021 and one-third of the options failed to vest on April 1, 2023 as certain underwriting results were not achieved in 2022. One-third of the options failed to vest when Mr. Oltman’s employment with GBLI ended. Mr. Oltman received 26,507 RSUs on June 18, 2019. The RSUs vest 10%, 20%, 30% and 40% on June 18 of each of 2021, 2022, 2023 and 2024, in each case subject to continued service to us through each applicable vesting date. 10% of the RSUs vested on June 18, 2021, 20% of the RSUs vested on June 18, 2022, and 30% of the RSUs vested on June 18, 2023. 40% of the RSUs failed to vest when Mr. Oltman’s employment with GBLI ended. Mr. Gibbons received 19,181 RSUs on February 9, 2020. The RSUs vest 10%, 20%, 30% and 40% on June 18 of each of 2021, 2022, 2023 and 2024, in each case subject to continued service to us through each applicable vesting date. 10% of the RSUs vested on June 18, 2021, 20% vested on June 18, 2022 and 30% vested on June 18, 2023. Mr. Gibbons received $100,000 of BVRs on March 3, 2022. 16.5% of the BVRs vested on January 1, 2023, 16.5% vested on January 1, 2024 and 17% are scheduled to vest on January 1, 2025. 50% of the BVRs vest if i.) certain combined ratio and premium targets were met in 2022, and ii.) upon the re-measurement of the 2022 combined ratio of GBLI’s insurance operations as of the end of 2025. Mr. Gibbons received $75,000 of BVRs on March 6, 2024. 50% of these BVRs vest on March 6, 2026 and March 6, 2027, respectively. Mr. Elliott received 17,007 RSUs on February 9, 2020. The RSUs vest 10%, 20%, 30% and 40% on June 18 of each of 2021, 2022, 2023 and 2024, in each case subject to continued service to us through each applicable vesting date. 10% of the RSUs vested on June 18, 2021, 20% vested on June 18, 2022, and 30% vested on June 18, 2023. Mr. Elliott received 50,000 options on March 6, 2024 to purchase Global Indemnity Class A Common Shares with an exercise price of $30.00. One-third of the options will vest on March 6 of each of 2025, 2026, and 2027, subject to continued employment in good standing as of the applicable vesting date. Mr. Lam received 17,007 RSUs on June 18, 2019. The RSUs vest 10%, 20%, 30% and 40% on June 18 of each of 2021, 2022, 2023 and 2024, in each case subject to continued service to us through each applicable vesting date. 10% of the RSUs vested on June 18, 2021, 20% vested on June 18, 2022, and 30% vested on June 18, 2023. Mr. Lam received 50,000 options on March 6, 2024 to purchase Global Indemnity Class A Common Shares with an exercise price of $30.00. One-third of the options will vest on March 6 of each of 2025, 2026, and 2027, subject to continued employment in good standing as of the applicable vesting date. The Nom-Comp Committee believes that the targets it sets annually for cash and equity bonuses are challenging but within reach for a talented executive team. The Nom-Comp Committee is also empowered to exercise negative discretion and reduce the bonuses otherwise payable to any of our employees if the Nom-Comp Committee determines that particular corporate results were achieved without significant personal contributions by the particular employee. In addition, certain awards are subject to re-measurements at the conclusion of applicable performance periods, which may result in forfeiture of the awards or a portion thereof. The Nom-Comp Committee may also claw back bonuses if our financial statements are restated.
Other Considerations
Other Considerations Equity Ownership Generally We have adopted certain policies with respect to equity compensation, all of which apply to our named executive officers, such as policies regarding insider trading which prohibit trading during periods immediately preceding the release of material non-public information. We also permit our named executive officers to establish Rule 10b5-1 trading plans, subject to the prior approval of our in-house legal department. We expect our named executive officers to maintain a significant personal ownership stake in our company. While we have not established share ownership guidelines, as noted above, equity awards that are made upon an executive’s commencement of employment are also often contingent on the executive’s purchase of restricted stock, and we may consider adopting such guidelines in the future. The Company’s insider trading policy prohibits officers, directors and employees from purchasing the Company’s securities on margin and from holding the Company’s securities in margin accounts and prohibits officers and directors from engaging in short sales of the Company’s securities or trading in any options (including, but not limited to, puts and calls) to buy or sell such securities. Other Benefits Our named executive officers are entitled to participate in the various benefits made available to our employees generally, including retirement plans, group health plans, paid vacation and sick leave, basic life insurance, and short-term and long-term disability benefits. Furthermore, all of our and our subsidiaries’ directors and officers are covered by our directors’ and officers’ liability insurance. Post-Employment Benefits, Severance and Change in Control Policy The post-employment benefits available to our named executive officers are subject to the terms of the executives’ employment agreements and arrangements. Our named executive officers are not provided with a supplemental retirement benefit plan or other pension beyond that of our 401(k) plan and matching contributions available to all of our participating employees. The Nom-Comp Committee and our Board approve appropriate severance policies for each executive officer designed to (1) compensate an executive who is involuntarily separated from us for reasons other than for “cause” and (2) compensate the executive to the extent the executive is subject to a post-termination non-compete agreement. We have adopted a limited change in control policy designed to incentivize our executive officers to pursue transactions which benefit our shareholders. The entitlement to accelerated vesting of restricted shares and options in the event that we undergo a change in control varies from executive officer to executive officer. For details regarding the potential for accelerated vesting of restricted shares, RSUs, book value rights, BVARs, and options, see the descriptions below under “Employment Agreements.” For additional details of the consequences of termination or change in control to the named executive officers, please see the disclosure related to the named executive officers under “Potential Payments Upon Termination or Change in Control” below. Impact of Accounting, Tax and Legal Considerations Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) limits the deductibility of compensation paid to our Chief Executive Officer and other “covered employees” as defined in Section 162(m) of the Code. Covered employees generally include (among others) all of the executive officers shown in the Summary Compensation Table in this proxy statement and may include any future executive officers shown in any Summary Compensation Table in any of our future proxy statements. No tax deduction is allowed for compensation paid to any covered employee to the extent that the total compensation for that executive exceeds $1,000,000 in any taxable year. We also take into account Sections 280G and 4999 of the Code when structuring compensation. These two sections relate to the imposition of excise taxes on executives who receive, and the loss of deductibility for employers who pay, “excess parachute payments” made in connection with a change in control. We often structure our compensation opportunities in a manner that helps reduce the impact of Sections 280G and 4999 of the Code.
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023 The following table shows information concerning the compensation of our named executive officers for the 2021, 2022, and 2023 fiscal years.
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023
| | Year | Salary($) | Bonus($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings($) | All Other Compensation($) | Total($) | | Joseph W. Brown (4) | 2023 | 1,000,000 | 2,000,000 | — | — | — | — | 16,678(5) | 3,016,678 | | Chief Executive | 2022 | 192,308 | — | — | 596,000 | — | — | 4,590 | 792,898 | | | 2021 | — | — | — | — | — | — | — | — | | Thomas M. McGeehan | 2023 | 500,000 | — | — | — | 200,000 | — | 27,190(6) | 727,190 | | Former Chief Financial Officer | 2022 | 500,000 | — | — | — | 200,000 | — | 24,655 | 724,655 | | | 2021 | 500,000 | — | — | — | 200,000 | — | 26,880 | 726,880 | | Jonathan E. Oltman (7) | 2023 | 650,000 | — | — | — | — | — | 55,824(8) | 705,824 | | Former President – Ins. Ops | 2022 | 650,000 | — | — | — | — | — | 40,042 | 690,042 | | | 2021 | 639,423 | — | — | — | 973,000 | — | 27,985 | 1,640,408 | | Thomas P. Gibbons | 2023 | 325,000 | — | — | — | 109,753 | — | 42,668(9) | 477,422 | | Chief Actuary | 2022 | 319,231 | — | — | — | 142,827 | — | 30,910 | 492,968 | | | 2021 | 300,000 | — | — | — | 115,000 | — | 25,201 | 440,201 | | David C. Elliott | 2023 | 376,923 | — | — | — | 125,000 | — | 38,963(10) | 540,886 | | SVP, Claims | 2022 | 300,000 | — | — | — | 100,000 | — | 28,189 | 428,189 | | | 2021 | 300,000 | — | — | — | 100,000 | — | 23,773 | 423,774 | | Stanely Lam | 2023 | 376,923 | — | — | — | 188,704 | — | 34,394(11) | 600,021 | | SVP, Penn-America | 2022 | 296,539 | — | — | — | 105,000 | — | 22,946 | 424,485 | | | 2021 | 277,500 | — | — | — | 50,000 | — | 16,566 | 344,066 |
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023
| (1) The amounts listed represent the aggregate grant date fair value of restricted stock granted in prior fiscal years for the named executive officers in accordance with Topic 718. See Note 18 of our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying the valuation of equity awards. |
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023
| (2) The amounts listed represent the aggregate grant date fair value of stock options granted for the named executive officers in accordance with Topic 718. See Note 18 of our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying valuation of equity awards. |
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023
| (3) Represents cash bonus payments earned for performance in that fiscal year. Cash bonus payments are paid in March of the subsequent fiscal year. See “Cash Bonus Opportunity” above for a discussion on 2022 cash bonus opportunities. For Mr. Gibbons, the amount in 2022 includes both his cash bonus for performance in 2022 and $42,827 of accrued BVRs in respect to his $100,000 BVR grant in 2022. |
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023
| (4) Mr. Brown became Chief Executive Officer in October 2022. |
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023
| (5) Represents life insurance premiums of $139 and travel and housing expense of $16,539. |
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023
| (6) Amount includes matching contributions under our 401(k) plan of $19,800, $214 in life insurance premiums, and accrued dividend payments on share vestings paid as ordinary income of $7,176. |
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023
| (7) Mr. Oltman ceased being employed by us on December 31, 2023. |
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023
| (8) Amount includes matching contributions under our 401(k) plan of $19,500, $214 in life insurance premiums, and accrued dividend payments on share vestings paid as ordinary income of $36,110. |
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023
| (9) Amount includes matching contributions under our 401(k) plan of $19,500, $214 in life insurance premiums, accrued dividend payments on share vestings paid as ordinary income of $21,455, and health savings account contributions of $1,500. |
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023
| (10) Amount includes matching contributions under our 401(k) plan of $18,000, $214 in life insurance premiums, accrued dividend payments on share vestings paid as ordinary income of $19,249, and health savings account contributions of $1,500. |
SUMMARY COMPENSATION TABLE FOR 2021, 2022 AND 2023
| (11) Amount includes matching contributions under our 401(k) plan of $12,077, $214 in life insurance premiums, accrued dividend payments on share vestings paid as ordinary income of $20,603, and health savings account contributions of $1,500. |
GRANTS OF PLAN-BASED AWARDS IN 2023
GRANTS OF PLAN-BASED AWARDS IN 2023 The following table shows information concerning grants of plan-based awards made by us in 2023 to our named executive officers.
GRANTS OF PLAN-BASED AWARDS IN 2023
| | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards($/Sh) | Grant Date Fair Value of Stock and Option Awards($)(2) | | Name | | Threshold($) | Target($) | Maximum($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Joseph W. Brown | — | — | — | — | — | — | — | — | — | — | — | | Thomas M. McGeehan | 03/05/23 | 200,000 | 250,000 | 300,000 | — | — | — | — | — | — | — | | | 03/15/23 | 125,000 | 250,000 | 287,500 | — | — | — | — | — | — | — | | Jonathan E. Oltman | 03/15/23 | 243,750 | 325,000 | 406,250 | — | — | — | — | — | — | — | | Thomas P. Gibbons | 03/05/23 | 130,000 | 162,500 | 195,000 | — | — | — | — | — | — | — | | | 03/15/23 | 81,300 | 162,500 | 186,900 | — | | — | — | — | — | — | | David C. Elliott | 03/05/23 | 160,000 | 200,000 | 240,000 | — | — | — | — | — | — | — | | | 03/15/23 | 100,000 | 200,000 | 230,000 | — | — | — | — | — | — | — | | Stanley K. Lam | 03/05/23 | 160,000 | 200,000 | 240,000 | — | — | — | — | — | — | — | | | 03/15/23 | 100,000 | 200,000 | 240,000 | — | — | — | — | — | — | — |
GRANTS OF PLAN-BASED AWARDS IN 2023
| (1) For additional information on our named executive officers’ cash incentive bonus opportunities and actual amounts earned see the discussion under the “Annual Bonus Incentives” and the amounts disclosed under “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table above. |
GRANTS OF PLAN-BASED AWARDS IN 2023
| (2) Grant date fair value calculated pursuant to Topic 718. See Note 18 of our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying the valuation of equity awards. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 The following table shows information concerning outstanding equity awards held by our named executive officers as of December 31, 2023.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| | Option Awards | | | | | Stock Awards (4) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Joseph W. Brown | 200,000(2) | — | — | 20.77 | 10/21/29 | — | — | — | — | | Thomas M. McGeehan | — | — | — | — | — | — | — | — | — | | Jonathan E. Oltman | — | — | — | — | — | — | — | | | | Thomas P. Gibbons | — | — | — | — | — | 7,673(3) | 247,378 | — | — | | David C. Elliott | — | — | — | — | — | 6,804(3) | 219,361 | | — | | Stanley K. Lam | — | — | — | — | — | 6,295(3) | 202,951 | | — |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| (1) Value based on December 29, 2023 closing share price of $32.24, as reported on the NYSE. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| (2) Represents vested options to purchase restricted Class A Common Shares. These options were granted on October 21, 2022, with an exercise price equal to $20.77. These options were granted per the terms of the Brown CEO Agreement. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| (3) Represents grant of RSUs that vest on June 18, 2024. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| (4) All vesting, unless otherwise noted, is contingent upon the executive remaining employed and in good standing at the time of the vesting. |
OPTION EXERCISES AND STOCK VESTED IN 2023
OPTION EXERCISES AND STOCK VESTED IN 2023 The following table shows the stock vested in 2023 for our named executive officers.
OPTION EXERCISES AND STOCK VESTED IN 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise($) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(1) | | Joseph W. Brown | — | — | — | — | | Thomas M. McGeehan (2) | — | — | 2,392 | 55,758 | | Jonathan E. Oltman (3) | — | — | 9,386 | 301,727 | | Thomas P. Gibbons (4) | — | — | 6,672 | 215,539 | | David C. Elliott (5) | — | — | 5,991 | 192,864 | | Stanley K. Lam (6) | — | — | 5,294 | 172,643 |
OPTION EXERCISES AND STOCK VESTED IN 2023
| (1) The amounts in this column reflect the value realized upon the vesting of stock award, based on the closing price of our Class A Common Shares, as reported on New York Stock Exchange, on the applicable vesting dates. |
OPTION EXERCISES AND STOCK VESTED IN 2023
| (2) Pertains to the March 13, 2023 vesting of 2,392 RSUs. |
OPTION EXERCISES AND STOCK VESTED IN 2023
| (3) Pertains to the January 1, 2023 vesting of 1,434 RSUs and the June 18, 2023 vesting of 7,952 RSUs. |
OPTION EXERCISES AND STOCK VESTED IN 2023
| (4) Pertains to the January 1, 2023 vesting of 918 RSUs and the June 18, 2023 vesting of 5,754 RSUs. |
OPTION EXERCISES AND STOCK VESTED IN 2023
| (5) Pertains to the January 1, 2023 vesting of 889 RSUs and the June 18, 2023 vesting of 5,102 RSUs. |
OPTION EXERCISES AND STOCK VESTED IN 2023
| (6) Pertains to the January 1, 2023 vesting of 573 RSUs and the June 18, 2023 vesting of 4,721 RSUs. |
PENSION BENEFITS IN 2023
PENSION BENEFITS IN 2023 None of our named executive officers participate in or have account balances in any defined benefit plans sponsored by us.
NONQUALIFIED DEFERRED COMPENSATION IN 2023
NONQUALIFIED DEFERRED COMPENSATION IN 2023 None of our named executive officers participate in any nonqualified deferred compensation plans maintained by us.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following is a summary of the agreements, plans, and arrangements that provide for payment to our current named executive officers at, following, or in connection with any termination, including resignation, severance, retirement or constructive termination, or with a change in control or a change in the named executive officer’s responsibilities, as of December 31, 2023. The amounts reflected below do not include life insurance payouts that would have been made to our named executive officers upon death on December 31, 2023. Mr. Gibbons has an additional voluntary life insurance policy that provides $300,000 in coverage. Mr. Elliott has an additional voluntary life insurance policy that provides $250,000 in coverage. Mr. Lam has an additional voluntary life insurance policy that provides $500,000 in coverage. Joseph W. Brown Under the Brown CEO Agreement, Mr. Brown’s employment can be terminated at any time by us, with or without cause, or by Mr. Brown at any time.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Termination by Us for Cause. If Mr. Brown’s employment was terminated for cause, Mr. Brown would receive all accrued, but unpaid, base salary through the termination date and any vesting of restricted shares and/or options would cease. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Under the Brown CEO Agreement, “cause” or a “cause event” includes conduct constituting fraud, dishonesty, malfeasance, gross incompetence, gross misconduct, or gross negligence, (ii) Mr. Brown being officially charged with or indicted for a felony criminal offense, (iii) Mr. Brown failing to follow the lawful written instructions of the Board or the chairman of the Board and (iv) Mr. Brown’s material violation of the Company’s governance rules, code of conduct, conflict of interest, or similar Global Indemnity policies applicable to Global Indemnity’s employees generally or senior executives generally.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Termination by Us Without Cause. If we terminate Mr. Brown without cause, Mr. Brown is entitled to severance payments equal to the balance of his annual base salary through the end of the term of the Brown CEO Agreement prorated based on how many months Mr. Brown served in the role, and the full $2,000,000 bonus amount, subject to the execution of a general release. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Change in Control. All of Mr. Brown’s unvested options, if any, become vested upon a change in control of GBLI. In addition, if the benefits provided for in the Brown CEO Agreement or otherwise payable to Mr. Brown constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed by Section 4999 thereof, Mr. Brown will receive a gross-up payment from GBLI sufficient to pay such excise tax plus an additional amount sufficient to pay the excise tax and other applicable taxes arising from such payment. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Assuming Mr. Brown’s employment was terminated under any of these circumstances or a change in control occurred on December 31, 2023, such payments and benefits would have had an estimated value of:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | Value of Accelerated Vesting of Equity Awards($) | | | | | | Severance($) | Options($) | Restricted Shares($) | Other($) | Total($) | | With Cause (1) | — | — | — | — | — | | Without Cause (2) | — | — | — | 2,000,000 | 2,000,000 | | Change in Control | — | — | — | — | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) We would have had no further obligation to Mr. Brown except to pay him for all accrued, but unpaid, base salary through the termination date. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (2) If Mr. Brown were terminated without cause, he would be entitled to his full bonus amount. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Jonathan E. Oltman The January 19, 2021 Terms of Employment provided that Mr. Oltman’s employment could be terminated at any time by us with or without cause or by Mr. Oltman at any time. The Terms of Employment included perpetual confidentiality and mutual non-disparagement provisions, and two-year post termination non-competition and employee and customer non-solicitation provisions.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Termination by Us for Cause. If Mr. Oltman’s Terms of Employment were terminated for cause, Mr. Oltman would have received all accrued, but unpaid, base salary through the termination date and any vesting of restricted shares and/or options would cease. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Per the Terms of Employment “cause” included one or more of the following as determined by the Board in its sole discretion: (1) conduct of Mr. Oltman constituting fraud, dishonesty, malfeasance, gross incompetence, gross misconduct, or gross negligence; (2) Mr. Oltman being officially charged with or indicted for a felony criminal offense involving violence or moral turpitude; (3) Mr. Oltman failing to follow the lawful written instructions of the Chairman of the Board or the Board; or (4) Mr. Oltman’s violation of the Company’s governance, code of conduct, conflict of interest or similar Company policies applicable to Company employees generally or senior executives generally.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Termination by Us Without Cause. Per the Terms of Employment, if we terminated Mr. Oltman without cause, Mr. Oltman would be entitled to severance payments equal to one month of base salary for each 12 months of employment prior to the date of termination and his base salary otherwise payable between the date of termination and December 31, 2023. Any severance amount was payable monthly over the twenty-two months beginning on the 60th day following termination. Severance payments were subject to the execution of a general release. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Change in Control. All of Mr. Oltman’s unvested restricted shares, RSUs and unvested options, if any, would have become vested upon a change in control of Global Indemnity. For details regarding Mr. Oltman’s unvested RSUs and restricted shares, if any, see the description related to Mr. Oltman in the “Outstanding Equity Awards at December 31, 2023” table. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Assuming Mr. Oltman’s employment was terminated under any of these circumstances, including if his Terms of Employment were in effect, or a change in control occurred on December 31, 2023, such payments and benefits would have had an estimated value of:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | Value of Accelerated Vesting of Equity Awards($) | | | | | | Severance($) | Options($) | Restricted Shares($) | Medical and Dental Benefits($) | Total($) | | With Cause; Death; Disability; Voluntary Termination(1) | — | — | — | — | — | | Without Cause | 487,500 | — | — | — | 487,500 | | Change in Control | — | — | — | — | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) We would have no further obligation to Mr. Oltman, except to pay him for all accrued, but unpaid, base salary through the termination date. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Thomas M. McGeehan Under Mr. McGeehan’s employment agreement with us, Mr. McGeehan’s employment could have been terminated at any time by us with or without cause, or upon his death or disability or by Mr. McGeehan upon 90 days’ written notice. For 12 months following Mr. McGeehan’s termination for any reason, Mr. McGeehan would have been subject to certain non-compete, non-solicit and confidentiality obligations.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Termination by Us for Cause, Death, Disability or Resignation. If Mr. McGeehan’s employment was terminated because of death, disability, Mr. McGeehan’s resignation (other than as a result of our failure to offer a reasonable relocation package due to our relocation) or for cause, Mr. McGeehan would receive all accrued, but unpaid, base salary and any vesting of restricted shares and/or options would cease. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Under Mr. McGeehan’s employment agreement, “cause” generally meant (1) Mr. McGeehan substantially failing to perform his material duties after notice from us and failure to cure such violation within 10 days of the notice (to the extent the Board reasonably determines such failure to perform is curable and subject to notice) or violating any of our material policies, including our corporate governance and ethics guidelines, conflicts of interests policies and code of conduct applicable to all of our employees and senior executives, (2) the engaging by Mr. McGeehan in any malfeasance, fraud, dishonesty or gross misconduct adverse to our interests, (3) the material violation by Mr. McGeehan of certain provisions of his employment agreement or share/option agreements after notice from us and a failure to cure such violation within 10 days of the notice, (4) a breach by Mr. McGeehan of any representation or warranty in his employment agreement or share/option agreements, (5) the determination by the Board that Mr. McGeehan has exhibited incompetence or gross negligence in the performance of his duties, (6) receipt of a final written directive or order of any governmental body or entity having jurisdiction over us requiring termination or removal of Mr. McGeehan, or (7) Mr. McGeehan being charged with a felony or other crime involving moral turpitude. Under his employment agreement, “disabled” generally meant that Mr. McGeehan was disabled as certified by a licensed physician selected by us and was unable to perform or complete his duties for a period of 180 consecutive days or 180 days within any 12-month period.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Termination by Us Without Cause or Termination by the Executive as a Result of Certain Relocation. If we terminated Mr. McGeehan without cause or he resigns as a result of the relocation of our principal executive offices or the business relocation of Mr. McGeehan (in both cases without us offering Mr. McGeehan a reasonable relocation package), Mr. McGeehan was entitled to severance payments equal to his monthly base salary multiplied by 12 months, payable monthly, and subject to the execution of a general release, complying with his post-termination obligations under the agreement and further adjustment for the equity compensation package granted to him. During this severance period, we were also obligated to maintain any medical and dental plan in which Mr. McGeehan participated until the earlier of the end of the severance period or Mr. McGeehan becoming eligible for coverage by another employer and subject to Mr. McGeehan continuing to bear his share of coverage costs. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Change in Control. All of Mr. McGeehan’s unvested restricted shares, unvested RSUs and unvested options, if any, would have vested upon a change in control of Global Indemnity. For details regarding Mr. McGeehan’s unvested RSUs and restricted shares, if any, see the description related to Mr. McGeehan in the “Outstanding Equity Awards at December 31, 2023” table above. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Assuming Mr. McGeehan’s employment was terminated under any of these circumstances or a change in control occurred on December 31, 2023, and without taking into account any value assigned to Mr. McGeehan’s covenant not to compete, such payments and benefits would have had an estimated value of:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | Value of Accelerated Vesting of Equity Awards($) | | | | | | Severance($) | Options($) | Restricted Shares($) | Medical and Dental Benefits($) | Total($) | | With Cause; Death; Disability; Voluntary Termination(1) | — | — | — | — | — | | Without Cause or as a Result of Certain Relocation | 500,000 | — | — | — | 500,000 | | Change in Control. | — | — | — | — | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) We would have no further obligation to Mr. McGeehan, except to pay him for all accrued, but unpaid, base salary through the termination date. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Thomas P. Gibbons Mr. Gibbons is an at-will employee and does not have an employment contract or arrangement.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Termination by Global Indemnity or due to Death, Disability, Resignation. If Mr. Gibbons’ employment is terminated for any reason, except a change in control, Mr. Gibbons would receive all accrued, but unpaid, base salary through the date of termination, and any vesting of restricted shares, RSUs and/or options shall cease. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Change in Control. All of Mr. Gibbons’ unvested restricted shares, BVRs, RSUs and unvested options, if any, become vested upon a change in control of Global Indemnity. For details regarding Mr. Gibbons’ unvested RSUs and restricted shares, if any, see the description related to Mr. Gibbons in the “Outstanding Equity Awards at December 31, 2023” table. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Assuming Mr. Gibbons’ employment was terminated under any of these circumstances or a change in control occurred on December 31, 2023, such payments and benefits would have had an estimated value of:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | | Value of Accelerated Vesting of Equity Awards($) | | | | | Severance($) | Options($) | Restricted Shares($) | Medical and Dental Benefits($) | Total($) | | Termination by Global Indemnity; Death; Disability; Resignation(1) | — | — | — | — | — | | Change in Control(2) | — | — | 330,965 | — | 330,965 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) We would have no further obligation to Mr. Gibbons, except to pay him for all accrued, but unpaid, base salary through the termination date. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (2) The restricted shares amount represents all unvested RSUs and restricted shares multiplied by the closing price of $32.24 on December 29, 2023. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
David C. Elliott Mr. Elliott is an at-will employee and does not have an employment contract or arrangement.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Termination by Global Indemnity or due to Death, Disability, Resignation. If Mr. Elliott’s employment is terminated for any reason, except a change in control, Mr. Elliott would receive all accrued, but unpaid, base salary through the date of termination, and any vesting of restricted shares, RSUs and/or options shall cease. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Change in Control. All of Mr. Elliott’s unvested restricted shares, BVRs, RSUs and unvested options, if any, become vested upon a change in control of Global Indemnity. For details regarding Mr. Elliott’s unvested RSUs and restricted shares, if any, see the description related to Mr. Elliott in the “Outstanding Equity Awards at December 31, 2022” table. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Assuming Mr. Elliott’s employment was terminated under any of these circumstances or a change in control occurred on December 31, 2023, such payments and benefits would have had an estimated value of:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | | Value of Accelerated Vesting of Equity Awards($) | | | | | Severance($) | Options($) | Restricted Shares($) | Medical and Dental Benefits($) | Total($) | | Termination by Global Indemnity; Death; Disability; Resignation(1) | — | — | — | — | — | | Change in Control(2) | — | — | 219,361 | — | 219,361 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) We would have no further obligation to Mr. Elliott, except to pay him for all accrued, but unpaid, base salary through the termination date. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (2) The restricted shares amount represents all unvested RSUs and restricted shares multiplied by the closing price of $32.24 on December 29, 2023. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Stanley K. Lam Mr. Lam is an at-will employee and does not have an employment contract or arrangement.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Termination by Global Indemnity or due to Death, Disability, Resignation. If Mr. Lam’s employment is terminated for any reason, except a change in control, Mr. Lam would receive all accrued, but unpaid, base salary through the date of termination, and any vesting of restricted shares, RSUs and/or options shall cease. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| • | Change in Control. All of Mr. Lam’s unvested restricted shares, BVRs, RSUs and unvested options, if any, become vested upon a change in control of Global Indemnity. For details regarding Mr. Lam’s unvested RSUs and restricted shares, if any, see the description related to Mr. Lam in the “Outstanding Equity Awards at December 31, 2022” table. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Assuming Mr. Lam’s employment was terminated under any of these circumstances or a change in control occurred on December 31, 2023, such payments and benefits would have had an estimated value of:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | | Value of Accelerated Vesting of Equity Awards($) | | | | | Severance($) | Options($) | Restricted Shares($) | Medical and Dental Benefits($) | Total($) | | Termination by Global Indemnity; Death; Disability; Resignation(1) | — | — | — | — | — | | Change in Control | — | — | — | — | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) We would have no further obligation to Mr. Lam, except to pay him for all accrued, but unpaid, base salary through the termination date. |
CHIEF EXECUTIVE OFFICER PAY RATIO
CHIEF EXECUTIVE OFFICER PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, Mr. Brown, during 2023. This pay ratio below is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We identified the median employee for 2023 by selecting the middle employee calculated by ordering compensation of all employees, excluding Mr. Brown, from the highest to the lowest and selecting the employee at the center. We included all active employees, as of December 31, 2023. As of December 31, 2023, we employed 252 persons in the United States and 17 employees in Ireland. For the United States based employees we used gross compensation as reported on Form W-2 and for Ireland based employees we used total pay plus additional compensation as reported on our 2023 payroll summary (euros were converted to U.S. dollars using the exchange rate as of December 31, 2023), Our median employee’s total compensation in 2023 was $103,114. For purposes of calculating our CEO pay ratio, Mr. Brown’s annual total compensation for fiscal year 2023 was $3,016,678. Based on the methodology described above, our 2023 ratio of chief executive officer total compensation to our median employee’s total compensation is 29.26:1.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO named executive officers (“Non-PEO NEOs”) and Global Indemnity performance for the fiscal years listed below. The Compensation Actually Paid amounts shown below are prepared in accordance with Item 402(v) of Regulation S-K. The Nom-Comp Committee did not specifically consider the Compensation Actually Paid amounts when determining named executive officer compensation for fiscal years 2021 through 2023. For a discussion of how the Nom-Comp Committee seeks to align pay with performance when making executive compensation decisions, please see the section above titled “Compensation Discussion and Analysis” beginning on page 20.
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
| | | | | | | | | | Value of Initial Fixed $100 Investment Based on: (d) | | | | | Year | Summary Compensation Table Total for PEO (Brown) (a) ($) | Summary Compensation Table Total for PEO (Charlton) (a) ($) | Summary Compensation Table Total for PEO (Valko) (a) ($) | Compensation Actually Paid to PEO (Brown) (a) (b) (c) ($) | Compensation Actually Paid to PEO (Charlton) (a) (b) (c) ($) | Compensation Actually Paid to PEO (Valko) (a) (b) (c) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (a) ($) | Average Compensation Actually Paid to Non-PEO NEOs (a) (b) (c) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($) | Underwriting Income (e) ($M) | | 2023 | 3,016,678 | — | — | 4,037,678 | — | — | 610,269 | 576,994 | $124 | $144 | 25,429,000 | 3.022 | | 2022 | 792,898 | 1,153,050 | — | 739,898 | 1,153,050 | — | 611,140 | 560,964 | $89 | $133 | (850,000) | 8.324 | | 2021 | — | 3,455,901 | 258,506 | — | 3,455,901 | 258,506 | 951,327 | 649,275 | $92 | $125 | 29,354,000 | (10.38) |
PAY VERSUS PERFORMANCE TABLE
| (a) Our PEOs were as follows: (1) Cynthia Y. Valko and David S. Charlton were our PEOs for 2021; (2) Joseph W. Brown and Mr. Charlton were our PEOs for 2022; and (3) Mr. Brown was our PEO for 2023. Specifically, Ms. Valko was our Chief Executive Officer for part of 2021, until she retired in January 2021. Ms. Valko was succeeded by Mr. Charlton, who was our Chief Executive for the remainder of 2021 and part of 2022. Mr. Charlton departed in October 2022 and was succeeded by Mr. Brown, who served as our Chief Executive Officer for the remainder of 2022. |
PAY VERSUS PERFORMANCE TABLE
| The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
PAY VERSUS PERFORMANCE TABLE
| 2021 | 2022 | 2023 | | Jonathan E. Oltman | Jonathan E. Oltman | Jonathan E. Oltman | | Thomas M. McGeehan | Thomas M. McGeehan | Thomas M. McGeehan | | Thomas P. Gibbons | Thomas P. Gibbons | Thomas P. Gibbons | | Reiner R. Mauer | Reiner R. Mauer | David C. Elliott | | | David C. Elliott | Stanley K. Lam |
PAY VERSUS PERFORMANCE TABLE
| (b) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the named executive officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (c) below. |
PAY VERSUS PERFORMANCE TABLE
| (c) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals (or, in the case of the Non-PEO NEOs, the average of the totals) from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Our named executive officers have not been provided with opportunities to participate in defined benefit and actuarial pension plans sponsored by us in any applicable years. |
PAY VERSUS PERFORMANCE TABLE
| Year | Summary Compensation Table Total for Joseph W. Brown ($) | Exclusion of Stock Awards and Option Awards for Joseph W. Brown ($) | Inclusion of Equity Values for Joseph W. Brown ($) | Compensation Actually Paid to Joseph W. Brown ($) | | 2023 | 3,016,678 | — | 1,021,000 | 4,037,678 | | 2022 | 792,898 | (596,000) | 543,000 | 739,898 |
PAY VERSUS PERFORMANCE TABLE
| Year | Summary Compensation Table Total for David S. Charlton ($) | Exclusion of Stock Awards and Option Awards for David S. Charlton ($) | Inclusion of Equity Values for David S. Charlton ($) | Compensation Actually Paid to David S. Charlton ($) | | 2023 | — | — | — | — | | 2022 | 1,153,050 | — | — | 1,153,050 | | 2021 | 3,455,901 | — | — | 3,455,901 | | Year | Summary Compensation Table Total for Cynthia Y. Valko ($) | Exclusion of Stock Awards and Option Awards for Cynthia Y. Valko ($) | Inclusion of Equity Values for Cynthia Y. Valko ($) | Compensation Actually Paid to Cynthia Y. Valko ($) | | 2023 | — | — | — | — | | 2021 | 258,506 | — | — | 258,506 | | 2020 | 1,393,286 | (576,000) | — | 817,286 | | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 610,269 | — | (33,275) | 576,994 | | 2022 | 611,140 | — | (50,176) | 560,964 | | 2021 | 951,327 | (243,250) | (58,802) | 649,275 |
PAY VERSUS PERFORMANCE TABLE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE TABLE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Joseph W. Brown ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Joseph W. Brown ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Joseph W. Brown ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Joseph W. Brown ($) | Fair Value at Last Day of Prior Year of Equity Awards Granted in a Prior Year Forfeited During Year for Joseph W. Brown ($) | Total - Inclusion of Equity Values for Joseph W. Brown ($) | | 2023 | 543,000 | — | — | 1,021,000 | — | 1,564,000 | | 2022 | 381,000 | — | 162,000 | — | — | 543,000 | | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for David S. Charlton ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for David S. Charlton ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for David S. Charlton ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for David S. Charlton ($) | Fair Value at Last Day of Prior Year of Equity Awards Granted in a Prior Year Forfeited During Year for David S. Charlton ($) | Total - Inclusion of Equity Values for David S. Charlton ($) | | 2023 | — | — | — | — | — | — | | 2022 | — | — | — | — | — | — | | 2021 | — | — | — | — | — | — |
PAY VERSUS PERFORMANCE TABLE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Cynthia Y. Valko ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Cynthia Y. Valko ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Cynthia Y. Valko ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Cynthia Y. Valko ($) | Fair Value at Last Day of Prior Year of Equity Awards Granted in a Prior Year Forfeited During Year for Cynthia Y. Valko ($) | Total - Inclusion of Equity Values for Cynthia Y. Valko ($) | | 2021 | — | — | — | — | — | — | | 2020 | — | — | — | — | — | — | | Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Granted in a Prior Year Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | — | 37,099 | — | 49,081 | (119,454) | (33,274) | | 2022 | — | (22,878) | — | 2,883 | (30,181) | (50,176) | | 2021 | — | (-58,343) | — | (459) | — | (58,802) |
PAY VERSUS PERFORMANCE TABLE
| (d) The Peer Group TSR, as defined below, set forth in this table utilizes the NASDAQ Insurance Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Global Indemnity and in the NASDAQ Insurance Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
PAY VERSUS PERFORMANCE TABLE
| (e) We determined underwriting income to be the most important financial performance measure used to link Global Indemnity performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs for our fiscal year ended December 31, 2023. Underwriting income equals earned premiums less losses, loss adjustment expenses, commission expenses and other underwriting expenses. Underwriting income may not be the most important financial performance measure for each fiscal year and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
RELATIONSHIPS BETWEEN CERTAIN DATA IN THE PAY VERSUS PERFORMANCE TABLE
RELATIONSHIPS BETWEEN CERTAIN DATA IN THE PAY VERSUS PERFORMANCE TABLE Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Global Indemnity and Peer Total Shareholder Return (“TSR)” The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and Global Indemnity’s and the NASDAQ Insurance Index’s cumulative TSR over the three most recently completed fiscal years. Relationship Between PEO and Non-PEONEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company- Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and underwriting income during the three most recently completed fiscal years.