DEF 14A of Global Indemnity Group, LLC
Filed Apr 30, 2025 · FY20240001193125-25-107139
Nominee for Director
Nominee for Director Seth J. Gersch, 77, 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, 71, 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 $629 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. In 2024, Fox Paine advised Global Indemnity to undertake a transformational corporate reorganization, Project Manifest, requiring 23 entity formations, recapitalizations, spin-offs, dividends, mergers, and sale transactions. Project Manifest was conceived, designed, and orchestrated by Fox Paine to help enable Global Indemnity to generate and its shareholders to realize over five years hundreds of millions of dollars additional value if Global Indemnity takes advantage of the operational, capital, corporate, regulatory and other optimizations attributable to the reorganization. Over Mr. Fox’s 41 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 $5.9 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. Over the years, Mr. Fox, now aged 71, has served numerous for-profit and non-profit organization boards of directors, trustees, etc., including the University of Pennsylvania Law School, the Hoover Institute, and the United States Library of Congress. Joseph W. Brown, 76, 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 E. Karlinsky, 58, 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
Bruce R. Lederman, 82, has served as a director since January 2025. Mr. Lederman is a co-founder of a number of companies, including: the 2012 co-founding of Digital PowerRadio, LLC, a company that develops, patents and markets products that more efficiently transmit and store digital information; the 2009 co-founding of Critical Alert Systems, Inc., a company specializing in providing communication services to hospitals and related medical facilities; the 2008 co-founding of a hedge fund specializing in purchasing the stock of publicly traded special purpose acquisition companies; and the co-founder of HD Partners Acquisition Corporation, a special purpose acquisition company (AMEX: HDP) that was dissolved in 2008. He is also the co-founder of a company that built and purchased telecommunications towers and a company that manufactured liquid personal care products. Both companies were sold. From 1969 until his retirement as a senior partner in 2000, Mr. Lederman was an attorney at the law firm Latham & Watkins LLP, where he specialized in business transactions. Prior to joining Latham & Watkins, from 1968 to 1969, he was a law clerk to the Honorable Irving Hill, a U.S. District court Judge for the Central District of California. Mr. Lederman attended the London School of Economics and received a B.S. in Economics (cum laude) from the Wharton School – University of Pennsylvania. He obtained his law degree (cum laude) from the Harvard Law School. Thomas M. McGeehan, 67, 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.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation The following table shows information regarding the compensation that was earned by or paid to each of our non-employee directors in fiscal year 2024.
2024 Non-Employee Director Compensation
| | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | All Other Compensation ($)(2) | Total ($) | | Saul A. Fox | — | 714,281 | — | — | 714,281 | | Seth J. Gersch | — | 634,907 | — | — | 634,907 | | Fred E. Karlinsky | — | 299,994 | — | 176,190 | 476,184 | | Jason B. Hurwitz (3) | — | 231,511 | — | 135,973 | 367,484 | | Gary C. Tolman | — | 476,163 | — | — | 476,163 | | Fred R. Donner | — | 515,870 | — | — | 515,870 | | Thomas M. McGeehan (4) | — | 117,110 | — | 68,785 | 185,895 |
2024 Non-Employee Director Compensation
| (1) Represents the aggregate grant date fair value of share-based compensation granted in 2024 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 |
2024 Non-Employee Director Compensation
| December 31, 2024 regarding assumptions underlying the valuation of equity awards. The grant date fair value for each equity award granted during 2024 is set forth below for each non-employee director: |
2024 Non-Employee Director Compensation
| Service Period to which Grant Relates | 1st Quarter 2024 | 2nd Quarter 2024 | 3rd Quarter 2024 | 4th Quarter 2024 | Total | | Grant Date | 3/31/2024 | 6/30/2024 | 9/30/2024 | 12/30/2024 | | | Saul A. Fox | $178,563 | $178,542 | $178,609 | $178,567 | $714,281 | | Seth J. Gersch | $158,752 | $158,711 | $158,729 | $158,715 | $634,907 | | Fred E. Karlinsky | $74,999 | $75,014 | $75,002 | $74,979 | $299,994 | | Jason B. Hurwitz (3) | $99,978 | $99,998 | $31,534 | — | $231,511 | | Gary C. Tolman | $119,042 | $119,049 | $119,062 | $119,010 | $476,163 | | Fred R. Donner | $128,962 | $128,980 | $128,940 | $128,988 | $515,870 | | Thomas M. McGeehan (4) | — | $24,984 | $42,128 | $49,997 | $117,110 | | Totals | $760,297 | $785,278 | $734,005 | $710,256 | $2,989,836 |
2024 Non-Employee Director Compensation
| (2) Represents the accrued tax gross-up on restricted Class A Common Shares received for services rendered. |
2024 Non-Employee Director Compensation
| (3) Mr. Hurwitz stepped down from the Board of Directors effective July 29, 2024. |
2024 Non-Employee Director Compensation
| (4) Mr. McGeehan joined the Board of Directors on April 1, 2024. |
Compensation Peer Group
Compensation Peer Group Generally, we structure our total compensation packages for our named executive officers to be competitive with the compensation paid to executives of our peer companies. The Nom-Comp Committee considered one portion of an industry compensation survey from 2024 that was not specifically prepared for the Company when setting 2024 compensation for our named executive officers. The following companies with written premiums between $300 million and $2 billion were used from that survey to compare our executive officers, although we do not formally benchmark executive compensation: Ategrity Specialty Insurance Co., Horace Mann Educators Corporation, Tiptree, Inc., RLI Corp., ProAssurance Corporation, Universal Insurance Holdings, Inc., United Fire Group, Inc., Safety Insurance Group, Inc., Donegal Group, Inc., Employers Holdings, Inc., Kinsale Capital Group, Inc., United Insurance Holdings Corp., Heritage Insurance Holdings, Inc., HCI Group, Inc., Root, Inc., Amerisafe, Inc., and IFG Companies (collectively the “Peer Group”). We believe that the use of such peer and competitor comparison provides a suitable basis for addressing and balancing between the competitive nature of our business and the attendant need to recruit and retain talented executives by providing competitive compensation against the Nom-Comp Committee’s strong desire to ensure that our executives do not receive excessive compensation in relation to their peers or disproportionate to their contributions to our long-term success and shareholder value. However, we do not target any specific percentile in relation to the Peer Group with respect to any element of executive compensation. We believe that our emphasis on performance and shareholder return with a long-term perspective may result in compensation opportunities that differentiate our practices from those of our peers.
Key Elements of Compensation
| Name | Earned 2024 Cash Bonus ($) | | Joseph W. Brown | 2,000,000 | | Thomas M. McGeehan | — | | Brian J. Riley | 215,000 | | William Balderston V | 200,000 | | Alan D. Hirst | 195,000 | | Stanley K. Lam | 210,000 |
Key Elements of Compensation
Long-Term Incentive Opportunity Messrs. Brown and McGeehan were not eligible to receive any long-term incentive opportunities in respect of their service to the Company in 2024. Because the Company did not achieve threshold performance for 2023, no long-term incentive awards were granted to Messrs. Riley, Balderston, Hirst or Lam during 2024. Messrs. Riley, Balderston, Hirst and Lam were eligible to receive long-term incentive compensation in respect of 2024, the grant date fair value of which was determined based on Global Indemnity’s consolidated accident year underwriting income equaling or exceeding 80% of the Company’s targeted consolidated accident year underwriting income. The threshold, target, maximum and actual long-term incentive opportunities provided to Messrs. Riley, Balderston, Hirst, and Lam in respect of 2024 are set forth in the table below. The long-term incentive opportunities for 2024 were granted in March 2025 in the form of BVRs. BVRs are awards indexed to Belmont Holdings GX, Inc.’s (“Belmont”) equity that may be settled in cash or Class A Common Shares. The BVRs granted to our named executive officers in 2025 vest 16.5% on the first anniversary of the grant date, 16.5% on the second anniversary of the grant date, 17% on the third anniversary of the grant date and 50% based on the achievement of certain Belmont consolidated policy year combined ratio performance goals over a four-year period.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we provide the following disclosure regarding the executive compensation of our current and former principal executive officers (“PEOs”) and current and former Non-PEO named executive officers (“Non-PEO NEOs”) and Global Indemnity performance for the fiscal years listed below. The amount of “Compensation Actually Paid” shown below was prepared in accordance with Item 402(v) of Regulation S-K. The Nom-Comp Committee did not consider Compensation Actually Paid when determining named executive officer compensation. For a discussion of how the Nom-Comp Committee seeks to align pay with performance when making executive compensation decisions, please refer to “Executive Compensation—Compensation Discussion and Analysis.”
PAY VERSUS PERFORMANCE
| | | | | | | | | | Value of Initial Fixed $100 Investment Based on: (c) | | | | | Year | Summary Compensation Table Total for PEO (Brown) (a) ($) | Summary Compensation Table Total for PEO (Charlton) (a) ($) | Summary Compensation Table Total for PEO (Valko) (a) ($) | Compensation Actually Paid to PEO (Brown) (a) (b) ($) | Compensation Actually Paid to PEO (Charlton) (a) (b) ($) | Compensation Actually Paid to PEO (Valko) (a) (b) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (a) ($) | Average Compensation Actually Paid to Non-PEO NEOs (a) (b) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($) | Underwriting Income (d) ($M) | | 2024 | 4,120,179 | — | — | 3,070,179 | — | — | 914,828 | 920,926 | 138 | 179 | 43,241,000 | 17.822 | | 2023 | 3,016,678 | — | — | 4,037,678 | — | — | 610,269 | 576,994 | 124 | 144 | 25,429,000 | 3.022 | | 2022 | 792,898 | 1,153,050(e) | — | 739,898 | 1,153,050(e) | — | 611,140 | 560,964 | 89 | 133 | (850,000) | 8.324 | | 2021 | — | 1,425,901(e) | 258,506 | — | 1,425,901(e) | 258,506 | 951,327 | 649,275 | 92 | 125 | 29,354,000 | (10.38) | | 2020 | — | — | 1,393,286 | — | — | 817,286 | 880,140 | 847,693 | 101 | 96 | (21,006,000) | 17.929 |
PAY VERSUS PERFORMANCE
| (a) Our PEOs were as follows: (1) Cynthia Y. Valko was our PEO for 2020; (2) Ms. Valko and David S. Charlton were our PEOs for 2021; (3) Joseph W. Brown and Mr. Charlton were our PEOs for 2022; and (4) Mr. Brown was our PEO for 2023 and 2024. Ms. Valko was our Chief Executive Officer for part of 2021 until her retirement in January 2021. Ms. Valko was succeeded by Mr. Charlton, who served as our Chief Executive for the remainder of 2021 and part of 2022. Mr. Charlton departed the Company in October 2022 and was succeeded by Mr. Brown, who served as our Chief Executive Officer for the remainder of 2022 and thereafter. |
PAY VERSUS PERFORMANCE
| The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
PAY VERSUS PERFORMANCE
| 2020 | 2021 | 2022 | 2023 | 2024 | | Jonathan E. Oltman | Jonathan E. Oltman | Jonathan E. Oltman | Jonathan E. Oltman | Thomas M. McGeehan | | Thomas M. McGeehan | Thomas M. McGeehan | Thomas M. McGeehan | Thomas M. McGeehan | Brian J. Riley | | Thomas P. Gibbons | Thomas P. Gibbons | Thomas P. Gibbons | Thomas P. Gibbons | William Balderston V | | Stanley K. Lam | Reiner R. Mauer | Reiner R. Mauer | David C. Elliott | Alan D. Hirst | | David C. Elliott | | David C. Elliott | Stanley K. Lam | Stanley K. Lam |
PAY VERSUS PERFORMANCE
| (b) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for our PEO and Non-PEO NEOs as set forth below. Equity values were calculated in accordance with 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 do not participate in any defined benefit pension plans or deferred compensation plans sponsored by us. |
PAY VERSUS PERFORMANCE
| PEO (Brown) | | | | | | | | | | Year | Summary Compensation Table Total ($) | Exclusion of Stock Awards and Option Awards ($) | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | 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 ($) | Fair Value at Last Day of Prior Year of Equity Awards Granted in a Prior Year Forfeited During Year ($) | Compensation Actually Paid ($) | | 2024 | 4,120,179 | (1,100,000) | 1,564,000 | — | 50,000 | — | — | 3,070,179 | | 2023 | 3,016,678 | — | 543,000 | — | — | 1,021,000 | — | 4,037,678 | | 2022 | 792,898 | (596,000) | 381,000 | — | 162,000 | — | — | 739,898 | | PEO (Charlton) | | | | | | | | | | Year | Summary Compensation Table Total ($) | Exclusion of Stock Awards and Option Awards ($) | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | 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 ($) | Fair Value at Last Day of Prior Year of Equity Awards Granted in a Prior Year Forfeited During Year ($) | Compensation Actually Paid ($) | | 2022 | 1,153,050 | — | — | — | — | — | — | 1,153,050 | | 2021 | 1,425,901 | — | — | — | — | — | — | 1,425,901 | | PEO (Valko) | | | | | | | | | | Year | Summary Compensation Table Total ($) | Exclusion of Stock Awards and Option Awards ($) | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | 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 ($) | Fair Value at Last Day of Prior Year of Equity Awards Granted in a Prior Year Forfeited During Year ($) | Compensation Actually Paid ($) | | 2021 | 258,506 | — | — | — | — | — | — | 258,506 | | 2020 | 1,393,286 | (576,000) | — | — | — | — | — | 817,286 | | Non-PEO NEOs | | | | | | | | | | Year | Average Summary Compensation Table Total ($) | Average Exclusion of Stock Awards and Option Awards ($) | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | 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 ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | 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 ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Granted in a Prior Year Forfeited During Year ($) | Average Compensation Actually Paid ($) | | 2024 | 914,828 | (233,600) | 240,000 | — | — | (302) | — | 920,926 | | 2023 | 610,269 | — | — | 37,099 | — | 49,081 | (119,454) | 576,994 | | 2022 | 611,140 | — | — | (22,878) | — | 2,883 | (30,181) | 560,964 | | 2021 | 951,327 | (243,250) | — | (58,343) | — | (459) | — | 649,275 | | 2020 | 880,140 | (424,400) | 397,973 | (12,257) | — | 6,237 | — | 847,693 |
PAY VERSUS PERFORMANCE
| (c) 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, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in Global Indemnity and in the NASDAQ Insurance Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
PAY VERSUS PERFORMANCE
| (d) We determined underwriting income to be the most important financial performance measure used to link Global Indemnity performance to Compensation Actually Paid to our PEO and Non-PEO NEOs for our fiscal year ended December 31, 2024. 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. |
PAY VERSUS PERFORMANCE
| (e) Updated to include amounts paid in respect of time-vesting BVRs granted in prior years that vested and settled in cash in the covered year. |
Relationships Between Certain Data in the Pay Versus Performance Table
Relationships Between Certain Data in the Pay Versus Performance Table Compensation Actually Paid versus Global Indemnity and Peer Group 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 five most recently completed fiscal years. Compensation Actually Paid versus 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 five most recently completed fiscal years. Compensation Actually Paid versus Underwriting Income 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 five most recently completed fiscal years.
Tabular List of Most Important Financial Performance Measures
Tabular List of Most Important Financial Performance Measures The Company’s executive compensation program supports our long-term strategy by tying the majority of pay to performance-based compensation. The three items listed below represent an unranked list of the most important performance metrics used by the Company for linking Compensation Actually Paid to the NEOs for 2024 and Company performance, as further described in “Executive Compensation—Compensation Discussion and Analysis.”
Tabular List of Most Important Financial Performance Measures
| • | Underwriting Income |
Tabular List of Most Important Financial Performance Measures
| • | Gross Written Premiums |
Tabular List of Most Important Financial Performance Measures
| • | Ratio of Actual to Planned Gross Written Premiums |
Post-Employment Benefits, Severance and Change in Control
Post-Employment Benefits, Severance and Change in Control The post-employment benefits available to our named executive officers are subject to the terms of the executives’ employment agreements and arrangements with the Company. 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-competition agreement. To incentivize our executive officers to pursue transactions that benefit our shareholders, we may accelerate the vesting of restricted shares and options in the event that we undergo a change in control in accordance with the terms of the applicable award agreements with our executive officers. 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” and “Potential Payments upon Termination or Change in Control.” For additional details of the amounts payable to our named executive officers in connection with a separation from service or a change in control of the Company, refer to “Potential Payments Upon Termination or Change in Control— Potential Payments Upon Termination or Change in Control Table” below.
Impact of Accounting, Tax and Legal Considerations
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 $1,000,000 in any taxable year. We also take into account Sections 280G and 4999 of the Code when structuring compensation. These two sections relate to the imposition of excise taxes on executives who receive, and the loss of deductibility for employers who pay, “excess parachute payments” made in connection with a change in control. We often structure our compensation opportunities in a manner that helps reduce the impact of Sections 280G and 4999 of the Code.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table shows information concerning the compensation of our named executive officers for the 2022, 2023, and 2024 fiscal years.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Joseph W. Brown | 2024 | 1,000,000 | 2,000,000 | — | 1,100,000 | — | 20,179(3) | 4,120,179 | | Chief Executive | 2023 | 1,000,000 | 2,000,000 | — | — | — | 16,678 | 3,016,678 | | | 2022 | 192,308 | — | — | 596,000 | — | 4,590 | 792,898 | | Brian J. Riley (4) | 2024 | 438,462 | 49,039(5) | — | 292,000 | 215,000 | 20,988(6) | 1,015,489 | | Chief Financial Officer | | | | | | | | | | Thomas M. McGeehan (7) | 2024 | 150,000 | — | — | — | — | 9,078(8) | 159,078 | | Former CFO | 2023 | 500,000 | 100,000 | — | — | 200,000 | 27,190 | 827,190 | | | 2022 | 500,000 | 100,000 | — | — | 200,000 | 24,655 | 824,655 | | William Balderston | 2024 | 388,462 | — | — | 292,000 | 200,000 | 19,903(9) | 900,365 | | SVP InsurTech & CMO | | | | | | | | | | Alan D. Hirst | 2024 | 400,000 | 161,936(5) | — | 292,000 | 195,000 | 20,988(10) | 1,069,924 | | Chief Information Officer | | | | | | | | | | Stanley K. Lam | 2024 | 400,000 | 16,522(5) | — | 292,000 | 210,000 | 44,970(11) | 963,492 | | SVP, Penn-America | 2023 | 376,923 | 15,145 | — | — | 125,000 | 34,394 | 551,462(12) |
SUMMARY COMPENSATION TABLE
| (1) The amounts listed represent the aggregate grant date fair value of stock options granted to our 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, 2024 regarding assumptions underlying valuation of equity awards. |
SUMMARY COMPENSATION TABLE
| (2) Represents annual cash bonuses earned for the performance year ended on December 31, 2024 and paid in the first quarter of 2025. |
SUMMARY COMPENSATION TABLE
| (3) Represents life insurance premiums of $187 and travel and housing expense of $19,992. |
SUMMARY COMPENSATION TABLE
| (4) Mr. Riley was appointed chief financial officer on April 1, 2024. |
SUMMARY COMPENSATION TABLE
| (5) Represents time-vesting BVRs granted prior to 2024 that vested and settled in cash in 2024. |
SUMMARY COMPENSATION TABLE
| (6) Represents matching contributions under our 401(k) plan of $20,700 and $288 in life insurance premiums. |
SUMMARY COMPENSATION TABLE
| (7) Mr. McGeehan retired from his role as Chief Financial Officer of the Company effective March 31, 2024 and commenced service as a member of the Board of Director on April 1, 2024. |
SUMMARY COMPENSATION TABLE
| (8) Represents matching contributions under our 401(k) plan of $9,000 and $78 in life insurance premiums for Mr. McGeehan prior to retiring as Chief Financial Officer. |
SUMMARY COMPENSATION TABLE
| (9) Represents matching contributions under our 401(k) plan of $19,615, and $288 in life insurance premiums. |
SUMMARY COMPENSATION TABLE
| (10) Represents matching contributions under our 401(k) plan of $20,700, and $288 in life insurance premiums. |
SUMMARY COMPENSATION TABLE
| (11) Represents matching contributions under our 401(k) plan of $11,077, $288 in life insurance premiums, accrued distribution payments on incident to the vesting of RSUs that was paid as ordinary income in the amount of $32,105 and health savings account contributions of $1,500. |
SUMMARY COMPENSATION TABLE
| (12) Updated to include amounts paid in respect of time-vesting BVRs granted prior to 2023 that vested and settled in cash in 2023. |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table shows information concerning awards granted to our named executive officers in respect of 2024.
GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Stock Awards ($/Sh) | Grant Date Fair Value of Option and Option Awards ($)(2) | | | | Threshold ($) | Target ($) | Maximum ($) | (#) | | | | | Joseph W. Brown | 01/02/24 | — | — | — | — | 200,000 | 32.00 | 1,100,000 | | Brian J. Riley | 03/06/24 | — | — | — | — | 50,000 | 30.00 | 292,000 | | | | 180,000 | 225,000 | 270,000 | — | — | — | — | | | | 112,000 | 225,000 | 258,750 | — | — | — | — | | William Balderston | 03/06/24 | — | — | — | — | 50,000 | 30.00 | 292,000 | | | | 160,000 | 200,000 | 240,000 | — | — | — | — | | | | 100,000 | 200,000 | 240,000 | — | — | — | — | | Alan D. Hirst | 03/06/24 | — | — | — | — | 50,000 | 30.00 | 292,000 | | | | 160,000 | 200,000 | 240,000 | — | — | — | — | | | | 100,000 | 200,000 | 230,000 | — | — | — | — | | Stanley K. Lam | 03/06/24 | — | — | — | — | 50,000 | 30.00 | 292,000 | | | | 160,000 | 200,000 | 240,000 | — | — | — | — | | | | 100,000 | 200,000 | 240,000 | — | — | — | — |
GRANTS OF PLAN-BASED AWARDS
| (1) Represents the threshold, target and maximum payout levels of our named executive officers’ performance-based incentive opportunities. Performance below threshold results in no payout. For additional information on our named executive officers’ performance-based incentive opportunities and the actual amounts earned, refer to “Executive Compensation—Compensation Discussion and Analysis—Key Elements of Compensation—Performance-Based Incentive Compensation” and the amounts disclosed under “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table” above. |
GRANTS OF PLAN-BASED AWARDS
| (2) Grant date fair value was 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, 2024 regarding the assumptions underlying the valuation of equity awards. |
OUTSTANDING EQUITY AWARDS
OUTSTANDING EQUITY AWARDS The following table shows information concerning equity awards held by our named executive officers that were outstanding as of December 31, 2024.
OUTSTANDING EQUITY AWARDS
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Joseph W. Brown | 200,000 | — | — | 20.77 | 10/21/29 | — | — | — | — | | | 200,000 | — | — | 32.00 | 01/02/31 | — | — | — | — | | Thomas M. McGeehan | — | — | — | — | — | — | — | — | — | | Brian J. Riley | — | 50,000 | — | 30.00 | 03/06/29 | — | — | — | — | | William Balderston | — | 50,000 | — | 30.00 | 03/06/29 | — | — | — | — | | Alan D. Hirst | — | 50,000 | — | 30.00 | 03/06/29 | — | — | — | — | | Stanley K. Lam | — | 50,000 | — | 30.00 | 03/06/29 | — | — | — | — |
OUTSTANDING EQUITY AWARDS
| (1) One-third of these stock options vested on March 6, 2025 and the remaining two thirds will vest in equal installments on each of March 6, 2026 and 2027. All vesting, unless otherwise indicated, is contingent upon the executive remaining employed with the Company at the time of the vesting. |
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED The following table shows the stock vested in 2024 for our named executive officers.
OPTION EXERCISES AND STOCK VESTED
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise($) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($) | | Joseph W. Brown | — | — | — | — | | Thomas M. McGeehan | — | — | — | — | | Brian J. Riley | — | — | — | — | | William Balderston | — | — | — | — | | Alan D. Hirst | — | — | — | — | | Stanley K. Lam | — | — | 6,295 | 201,440 |
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 a termination of employment or a change in control of the Company. Mr. McGeehan retired from the Company effective March 31, 2024 and did not receive any compensation from the Company in connection with his retirement. Agreements with Named Executive Officers J. Brown. Pursuant to the terms of the 2024 CEO Agreement, if Mr. Brown’s employment with the Company is terminated by the Company without cause (as defined in the 2024 CEO Agreement), Mr. Brown will be entitled to receive an aggregate lump-sum cash amount equal to (1) his base salary for the year of termination, prorated based on the number of months he served as the Chief Executive Officer of the Company during such year, and (2) $2,000,000. In addition, any outstanding unvested stock options granted on or after January 1, 2025 will vest and become fully exercisable. In addition, if the benefits provided for in the 2024 CEO Agreement or otherwise payable to Mr. Brown constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and will be subject to the excise tax imposed by Section 4999 thereof, Mr. Brown will receive a gross-up payment from the Company sufficient to pay such excise tax plus an additional amount sufficient to pay the excise tax and other applicable taxes arising from such gross-up payment. Mr. Brown is not entitled to any separation payments upon a termination of employment for any reason other than by the Company without cause. B. Riley. Pursuant to the terms of the Riley Agreement, subject to Mr. Riley’s execution and non-revocation of a release of claims in favor of the Company and continued compliance with restrictive covenants, if Mr. Riley’s employment with the Company is terminated by the Company without cause or by Mr. Riley for good reason (as each such term is defined in the Riley Agreement) or if the Company delivers a notice of non-renewal of the Riley Agreement, Mr. Riley will be entitled to receive the following severance benefits: (1) the higher of the base salary set forth in the Riley Agreement or in effect as of immediately prior to Mr. Riley’s termination of employment, payable in 12 equal monthly installments; (2) prorated payment of any cash bonus opportunity applicable to the year of termination, subject to actual achievement of the applicable performance measures; (3) prorated payment of any performance-based long-term incentive opportunities applicable to the year of termination, subject to actual achievement of the applicable performance measures; (4) continued vesting of any outstanding restricted stock or option awards; (5) 12 months of continued medical and dental benefits (or the cash equivalent); and (6) continued payment of life insurance premiums for 12 months (or the cash equivalent). Additionally, in the event Mr. Riley’s employment is terminated by the Company for cause as a result of Mr. Riley’s failure to perform his duties (other than as a result of incapacity), he will be entitled to receive continued payment of his base salary and medical and dental benefits for a period of six months following the date of termination. Balderston, Hirst and Lam. Messrs. Balderston, Hirst and Lam are employed at-will and are not entitled to any payments in connection with a termination of employment for any reason. Treatment of Equity Awards Except as otherwise provided in an employment or other agreement between the Company and a named executive officer, in the event a named executive officer’s employment with the Company terminates for any reason other than for cause (as defined in the 2023 Share Incentive Plan), all then-unvested options will be forfeited and all vested options will remain outstanding and exercisable until the expiration date of the options. If a named executive officer’s employment with the Company is terminated for cause, all options, whether vested or unvested, will be forfeited. If a named executive officer’s employment with the Company terminates for any reason all then-unvested BVRs will be forfeited. In the event of a change in control of the Company (as defined in the Belmont Holdings GX, Inc. Book Value Rights Plan – Performance or the stock option grant notice and award agreement, as applicable), all then-unvested BVRs and options held by a named executive officer will vest as of the business day immediately preceding the closing of the change in control. Potential Payments upon Termination or Change in Control Table The table below reports the amount of compensation payable to each of our named executive officers in the event of termination of such executive’s employment or in connection with a change in control of the Company. The amounts shown in the table below reflect the assumption that the named executive officer’s termination of employment was effective as of December 31, 2024, and that the executive was employed through such date. The columns for amounts due upon a change in control reflect the assumption that the change in control occurred as of December 31, 2024. Amounts listed represent the incremental amounts due to the named executive officers beyond what they would have received without, as applicable, a termination of employment or change in control. Thus, amounts earned as of the end of 2024, are not duplicated in the table. All amounts shown are estimates of the amounts that would be paid out to the executives. The actual amounts to be paid out can only be determined at the time of the relevant triggering event. For purposes of the table, the value attributed to acceleration of the vesting of restricted stock awards is based on the closing price of our Class A Common Shares on December 31, 2024, the last trading day of fiscal 2024, which was $36. 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, 2024. Mr. Brown has a life insurance policy that provides $195,000 in coverage. Messrs. Brown, McGeehan, and Hirst each have a life insurance policy that provides $300,000 in coverage. Mr. Riley has a life insurance policy that provides $550,000 in coverage. Mr. Balderston has a life insurance policy that provides $550,000 in coverage. Mr. Lam has a life insurance policy that provides $800,000 in coverage.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Death or Disability | Retirement | Qualifying Termination for Cause | Termination without Cause or Resignation for Good Reason | Change in Control (Single Trigger)(1) | | Joseph W. Brown | — | — | — | $3,000,000(2) | — | | Brian J. Riley | — | — | $247,567(3) | $960,423(4) | $300,000 | | Thomas M. McGeehan | — | — | — | — | — | | William Balderston | — | — | — | — | $300,000 | | Alan D. Hirst | — | — | — | — | $300,000 | | Stanley K. Lam | — | — | — | — | $300,000 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) Represents the value of accelerated vesting of outstanding stock options based on the difference between the closing price of our Class A Common Shares on December 31, 2024 and the exercise price of the applicable stock option. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (2) Represents the sum of Mr. Brown’s base salary for 2024 and $2,000,000. Amount excludes any gross-up for excise taxes that may be incurred under Section 4999 of the Internal Revenue Code to which Mr. Brown is entitled under the terms of his employment agreement with the Company. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (3) Represents the value of six months’ base salary and medical and dental benefits continuation. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (4) Represents (i) 12 months’ base salary, (ii) Mr. Riley’s annual cash bonus in respect of 2024 based on actual performance, (iii) Mr. Riley’s long-term incentive opportunity for 2024 based on actual performance, and (iv) 12 months’ medical and dental benefits and life insurance premium continuation. |
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 2024. 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 2024 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 in the middle. We included all active employees, as of December 31, 2024. As of December 31, 2024, we employed 250 employees in the United States and 16 employees in Ireland. For United States-based employees, we used gross compensation (federal wages) as reported on Form W-2, and for Ireland-based employees, we used total pay plus additional compensation as reported on our 2024 payroll summary (euros were converted to U.S. dollars using an exchange rate of 1.1). Our median employee’s total compensation in 2024, calculated in accordance with the rules applicable to determining Summary Compensation Table compensation, was $104,241. Mr. Brown’s annual total compensation for fiscal year 2024 as set forth in the Summary Compensation Table of this Proxy Statement was $4,120,179. Our 2024 ratio of chief executive officer total compensation to our median employee’s total compensation is 39.5:1. Other Equity Awards In connection with his entry into an employment agreement with the Company, on January 2, 2024, Mr. Brown was granted options to purchase 200,000 Class A Common Shares under the 2023 Share Incentive Plan with an exercise price of $32. Based on Mr. Brown’s continued employment in 2024, 25% of the options vested and became exercisable on the first business day of each fiscal quarter in 2024. We operate in a competitive market for talented executives. In order to encourage the retention of our named executive officers and to further align the interests of our named executive officers with those of our shareholders, on March 6, 2024, Messrs. Riley, Balderston, Hirst and Lam were each granted options to purchase 50,000 Class A Common Shares under the 2023 Share Incentive Plan with an exercise price of $30. Based on their continuing employment through the applicable vesting dates, one-third of the options vested on March 6, 2025, and the remaining two-thirds will vest in equal tranches on March 6 of 2026, and 2027. In addition, each of Messrs. Riley, Balderston, Hirst and Lam were granted an additional award of BVRs that were earned, vested and settled in cash in 2024.