DEF 14A of Greenlight Capital Re, Ltd., Apr 17, 2025

DEF 14A of Greenlight Capital Re, Ltd.

Filed Apr 17, 2025 · FY20240001385613-25-000055

Open on EDGAR

  1. 3 directors: >65 years old

    3 directors: >65 years old Director Refreshment Five of our ten directors have joined our Board since 2021:

  2. 3 directors: >65 years old

    | 2021 | 2023 | 2024 | | THREE NEW DIRECTORS JOINED | ONE NEW DIRECTOR JOINED | ONE NEW DIRECTOR JOINED | | Victoria Guest | Daniel Roitman | Greg Richardson | | Johnny Ferrari | | | | Ursuline Foley | | |

  3. 3 directors: >65 years old

    Director Nominee Biographical Information Set forth below is biographical information concerning each nominee for election as a director of the Company, including a discussion of such nominee’s particular experience, qualifications, attributes or skills that lead our Nominating, Governance and Corporate Responsibility Committee and our Board to conclude that the nominee should serve as a director of the Company.

  4. 3 directors: >65 years old

    | Greg Richardson Age: 65 Director Since: 2024 | Business Experience: Mr. Richardson has been our CEO and a director since January 1, 2024, and a director of Greenlight Re since March 2024 following regulatory approval. He previously served as Chief Risk and Strategy Officer at TransRe from 2014 to 2023. Prior to that, he held strategic planning and underwriting roles and served as Chief Underwriting Officer at Harbour Point Re (which merged with Max Re Capital to form Alterra Re) from 2006 to 2013. | | | Education: Mr. Richardson graduated with a Bachelor of Science Honors degree in Mathematics from Purdue University, was a Marshall Scholar at Oxford University and obtained his Master of Business Administration degree in Finance from the University of Chicago. | | | Qualifications: Mr. Richardson’s deep U.S. and international expertise in the industry and experience in a number of underwriting and strategic positions, makes him well suited for the Chief Executive Officer role. Mr. Richardson’s leadership experience also enables him to provide valuable contributions to the Board and help shape our go-forward strategy. |

  5. 3 directors: >65 years old

    | David Einhorn Age: 56 Director Since: 2004 | Business Experience: Mr. Einhorn has been Chair of our Board since our formation in 2004. Mr. Einhorn also has served as a director of Greenlight Re since 2004. Mr. Einhorn co-founded, and has served as the President of, DME Capital Management, LP d/b/a Greenlight Capital (together with its predecessor entity, Greenlight Capital, Inc., referred to herein as Greenlight Capital) since January 1996. Mr. Einhorn serves as President of DME Advisors, LP, or DME Advisors, the investment advisor of Solasglas Investments, LP in which the Company invests. Greenlight Capital and DME Advisors are affiliates of the Company. | | | Education: Mr. Einhorn graduated summa cum laude with distinction from Cornell University in 1991 where he earned a B.A. from the College of Arts and Sciences. | | | Directorships: Since April 2006, Mr. Einhorn has served as a director of Green Brick Partners, Inc. (Nasdaq: GRBK). | | | Qualifications: Mr. Einhorn’s business acumen, public company board experience, extensive investment experience and share ownership provides valuable strategic leadership to the Company. |

  6. 3 directors: >65 years old

    | Johnny Ferrari Age: 57 Director Since: 2021 | Business Experience: Mr. Ferrari has been a director of the Company and Greenlight Re since 2021, and is currently a consultant in the financial services industry after having retired from KPMG International, or KPMG, in June 2021. Prior to his retirement, Mr. Ferrari provided audit services to companies in the banking, insurance and asset management industries. Mr. Ferrari held multiple roles for KPMG, including serving as a member of the Global Monitoring Group for KPMG International from July 2017 to June 2021, Chief Operating Officer for Audit Quality for KPMG EMA Region from October 2019 to June 2021 and as an Audit Partner for KPMG Cayman Islands from October 2003 to September 2019, including serving as Partner in Charge of Risk Management from October 2012 to September 2019. Mr. Ferrari also served as a member of KPMG’s Executive Management Committee and participated on the Audit Quality Professional Practice Steering Committee from October 2012 to September 2019. Mr. Ferrari has experience in the preparation of financial statements in accordance with United States and International generally accepted accounting principles. Mr. Ferrari is also a director of North End Re (Cayman) SPC, a subsidiary of Brookfield Reinsurance Ltd., since July 2022. | | | Education: Mr. Ferrari holds a Bachelor’s degree from the University of Toronto. Mr. Ferrari is a member of the Chartered Professional Accountants of Ontario and Cayman Islands Institute of Professional Accountants. | | | Qualifications: Mr. Ferrari’s international audit, accounting, regulatory and operational experience, as well as his deep familiarity with the financial services industry, adds financial expertise, compliance risk oversight and leadership to the Board. |

  7. 3 directors: >65 years old

    | Ursuline Foley Age: 64 Director Since: 2021 | Business Experience: Ms. Foley has been a director of the Company and Greenlight Re since 2021. From April 2016 until her retirement in October 2018, Ms. Foley served as Chief Corporate Operations Officer and Managing Director of XL Group PLC, a global provider of commercial insurance and reinsurance, which became AXA XL in September 2018. From 2010 to April 2016, Ms. Foley served as Chief Information Officer, Chief Data Officer (Enterprise Enablement Strategy) for XL Group PLC. Ms. Foley has also served in other senior roles for XL Group PLC, including Senior Vice President, Chief Information Officer of Reinsurance for the Property and Casualty, Life and Financial Lines for XL Reinsurance. | | | Education: Ms. Foley graduated from University College Cork, where she earned a Bachelor’s degree in 1982 and a Teaching Diploma in 1983, and from Pace University, where she earned a Masters of Computer Science in 1991. Ms. Foley also holds certificates from Babson University in Technology Leadership, the NYC College of Finance and NYC College of Insurance. | | | Directorships: Ms. Foley currently serves on the board of directors of Provident Financial Services, Inc. (NYSE: PFS) and Provident Bank and is a member of the Risk, Finance and Technology committees. Ms. Foley also currently serves on several advisory and non-profit boards. | | | Qualifications: Ms. Foley possesses substantial executive leadership skills and valuable operational, cyber, risk and technology insights into global business strategy. Her other significant public and private company board experience enhances our governance structure and broadens the Board’s perspectives. Ms. Foley is a Qualified Risk Director (QRD) certified by the Directors Chief Risk Officer (DCRO) Institute since 2021, and also holds a Certified Cyber Risk for Boards Certification from the DCRO Institute since 2022. |

  8. 3 directors: >65 years old

    | Leonard Goldberg Age: 62 Director Since: 2005 | Business Experience: Mr. Goldberg has been a director of the Company and Greenlight Re since 2005. He currently serves as President of Len Goldberg Inc., a consulting firm providing services to the insurance industry, and as an executive advisor to a private equity firm investing in the insurance industry. He served as our interim Chief Executive Officer from March 31, 2017 through June 30, 2017 and as our as Chief Executive Officer of our Company from August 2005 through August 2011. Mr. Goldberg has more than 30 years of insurance and reinsurance experience. He worked with the Alea Group, a reinsurance company, from August 2000 to August 2004, including serving as Chief Executive Officer of Alea North America Insurance Company and Alea North America Specialty Insurance Company from March 2002 to August 2004, where he was responsible for the insurance and reinsurance strategy for the North America region. Prior to working with the Alea Group, Mr. Goldberg served as Chief Actuary and Senior Vice President – Financial Products of Custom Risk Solutions, a managing general agency company, from April 1999 to August 2000. From May 1995 to December 1998, Mr. Goldberg provided various actuarial services to Zurich Group, a reinsurance company, including acting as chief actuary of Zurich Re London. | | | Education: Mr. Goldberg received his B.A. in Mathematics from Rutgers University in 1984 and Masters in Business Administration, Finance Concentration, from Rutgers Executive MBA program in 1993 and is a Fellow of the Casualty Actuarial Society and a member of the American Academy of Actuaries. | | | Directorships: Mr. Goldberg sat on the board of directors of Transverse Insurance Group from 2020 until 2023, where he also served as chair of the audit committee. In 2024, Mr. Goldberg became a director on the group board of directors of Incline Insurance Group. This group includes Incline National Insurance Co., Incline Casualty Insurance Co., Incline Specialty Insurance Co., and Redpoint County Mutual. | | | Qualifications: Mr. Goldberg’s prior experience as Chief Executive Officer of the Company, as well as his significant underwriting and actuarial expertise and business experience, provides him with deep familiarity the reinsurance industry. Mr. Goldberg’s multilayered understanding of our Company and the reinsurance industry brings valuable insights to our Board. |

  9. 3 directors: >65 years old

    | Victoria Guest Age: 58 Director Since: 2021 | Business Experience: Ms. Guest has served as a director of the Company and Greenlight Re since 2021. Ms. Guest was General Counsel and Corporate Secretary of Hamilton Insurance Group, Ltd., a Bermuda-based holding company for insurance and reinsurance operations, from December 2013 until retirement in November 2017. From July 2012 to December 2013, Ms. Guest was General Counsel and Corporate Secretary of SAC Re Holdings, Ltd, a Bermuda-based reinsurer. Ms. Guest has also served as General Counsel and Corporate Secretary of Ariel Holdings, Ltd. from July 2009 to June 2012 and RAM Holdings, Ltd. from January 2006 to June 2009. Prior to 2006, Ms. Guest was a corporate associate with New York City based law firms. | | | Education: Ms. Guest has a Juris Doctor from Harvard Law School and a Bachelor of Arts from Stanford University. | | | Directorships: Ms. Guest served on the board of directors of Ram Reinsurance Company Ltd. Ms. Guest currently serves on the board of directors of The Bessemer Group, Incorporated and its principal subsidiary banks, and the board of managers/directors of Bessemer Securities LLC and its principal subsidiary. | | | Qualifications: Ms. Guest brings to our Board significant legal, insurance regulatory and governance expertise gained from years of in-house and private practice experience. Her professional experience, including serving on the board of a multi-family office that oversees more than $100 billion in assets, and seasoned judgment provides significant value in assessing risk and overseeing strategy and compliance matters. |

  10. 3 directors: >65 years old

    | Ian Isaacs Age: 70 Director Since: 2008 and 2004–2007 | Business Experience: Mr. Isaacs has currently served as a director of the Company since 2008 in addition to serving as a director of Greenlight Re. Mr. Isaacs also currently serves as Chair of Greenlight Re’s Investment Committee, and previously also served as a director of the Company from 2004 until 2007. Since August 2015, Mr. Isaacs has served as Managing Member of Katonah Research LLC, a firm which provides market intelligence to professional investors. From September 2012 to April 2015, Mr. Isaacs served as a senior partner at Gagnon Securities, a New York-based broker dealer where his duties included providing portfolio analytics and market intelligence to institutional investors. Previously, from April 2008 to July 2012, Mr. Isaacs served as a senior partner at Merlin Securities, a San Francisco-based broker dealer. Mr. Isaacs previously served as a director of our Board from its founding in July 2004 until February 2007. Mr. Isaacs stepped down from the Board in February of 2007, due to his then-current employer’s policy prohibiting its employees from serving on boards of publicly-traded companies. Mr. Isaacs rejoined the Board in May 2008, shortly after joining Merlin Securities. Mr. Isaacs also has served as a director of Greenlight Re since 2008. Previously, from July 2000 to March 2008, Mr. Isaacs served as a Senior Vice President, Investments, with UBS Financial Services, a subsidiary of UBS AG, a Zurich-based investment bank. At UBS Financial Services and Merlin Securities, Mr. Isaacs conducted market research for institutional investors, including Greenlight Capital. | | | Education: Mr. Isaacs holds a Bachelor of Arts from Carleton College. | | | Qualifications: Mr. Isaacs brings significant experience in the securities business, including experience evaluating business models and executive strategy. His financial investment experience and expertise provides valuable insight into our alternative asset strategy. |

  11. 3 directors: >65 years old

    | Bryan Murphy Age: 79 Director Since: 2008 | Business Experience: Mr. Murphy has served a director of the Company and Greenlight Re since 2008 and has served as the Chair of the Board of GRIL since December 5, 2018. From 1996 until his retirement in December 2007, Mr. Murphy served as a founding director and Chief Executive Officer of Island Heritage Holdings Ltd., a Cayman Islands based property, liability and automobile insurer. Prior to Island Heritage, Mr. Murphy acted as a consultant to Trident Partnership from 1994 to 1996 and was employed by International Risk Management Group from 1978 to 1994. Mr. Murphy has over 40 years’ experience in the insurance business and has held senior positions in several countries, including the Cayman Islands, Ireland, Ethiopia and Saudi Arabia. | | | Education: Mr. Murphy holds a degree in Economics and Mathematics from University College, Dublin, Ireland. | | | Directorships: From 2014 to 2016, Mr. Murphy served on the board of directors of Bahamas First General Insurance Co., a company that provides general insurance coverage in the Bahamas. Mr. Murphy currently serves on the board of directors of Montgomery Insurance Company and Cayman First Insurance Company Ltd. | | | Qualifications: Mr. Murphy brings substantial executive experience through which he has gained valuable operational insights and strategic and long-term planning capabilities. He possesses extensive international business management experience in the insurance and reinsurance industry, which provides our Board with valuable insights into global business strategy. |

  12. 3 directors: >65 years old

    | Joseph Platt Age: 77 Director Since: 2022 and 2004-2021 Lead Director | Business Experience: Mr. Platt, our Lead Director, has currently served as a director of the Company since 2022 in addition to serving as a director of Greenlight Re. Mr. Platt previously also served as a director of the Company and Greenlight Re from 2004 until 2021. Mr. Platt is an active investor as the general partner at Thorn Partners, LP, a family limited partnership, since 1997. Mr. Platt’s career at Johnson and Higgins, or J&H, a global insurance broker and employee benefits consultant, spanned 27 years until the sale of J&H to Marsh & McLennan Companies in March 1997. At the time of the sale of J&H, Mr. Platt was an owner, director and executive vice president responsible for North America and marketing and sales worldwide. Mr. Platt was head of the operating committee and a member of the executive committee at J&H. | | | Education: Mr. Platt received his B.A. from Manhattan College in 1968 and his J.D. from Fordham University Law School in 1971. Mr. Platt also attended Harvard Business School’s Advanced Management Program in 1983. Mr. Platt is a member of the New York State Bar Association. | | | Directorships: Mr. Platt served as a trustee of the BlackRock Multi Asset Board (MAB) funds and predecessor funds from 1999 to December 2022. He served on the board of CNX Resources, a natural gas company from 2016 to 2017. He served as a director of Consol Energy Inc. (NYSE:CEIX), a NYSE listed company from 2017 to January 2025. Mr. Platt serves as a director on the board of Core Natural Resources (a merger of Consol Energy and Arch Resources) from January 2025 to present. Mr. Platt has also served on many private and non-for-profit entities. | | | Qualifications: Mr. Platt has substantial executive experience, insurance industry knowledge and compensation and benefits expertise. Having served as the Lead Director of our Board from 2004 to 2021, and reinstated in 2022 as Lead Director, he adds to the mix of experiences on our Board that promote a robust and deliberative decision-making process. His prior leadership roles with the Company, as well as experiences and leadership roles with other public companies in other industries, enable him to provide valuable contributions and diverse perspective to our Board and its committees. |

  13. 3 directors: >65 years old

    | Daniel Roitman Age: 55 Director Since: 2023 | Business Experience: Mr. Roitman has served as a director of the Company and Greenlight Re since 2023. Mr. Roitman has served as Chief Operating Officer and partner of Greenlight Capital since January 2003 and DME Advisors since its formation. From 1996 through 2002, Mr. Roitman served as a vice president at Goldman Sachs. Before joining Goldman Sachs, Mr. Roitman was employed as a member of the New York technology practice at Andersen Consulting, now Accenture. Mr. Roitman has also served on the board of GRIL since 2018. | | | Education: Mr. Roitman earned a B.S. with distinction in electrical engineering from Cornell University in 1991 and a Master of Engineering in 1992. Mr. Roitman graduated with distinction from the New York University Stern School of Business in 2002, earning an MBA in Finance. | | | Qualifications: Mr. Roitman’s business acumen and extensive investment experience provide valuable strategic leadership to the Company. His executive and operating experience serving as the Chief Operating Officer of Greenlight Capital will enable him to provide valuable contributions and diverse perspective to our Board. |

  14. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION All directors, other than Mr. Einhorn and Mr. Roitman and anyone serving in the capacity of our Chief Executive Officer, receive compensation from us for their services as directors. Under the Articles, our directors may receive compensation for their services as may be determined by our Board. Our Compensation Committee determined that the annual retainer we pay to our directors, excluding Mr. Einhorn and Mr. Roitman and anyone also serving in the capacity as our Chief Executive Officer, is $70,000, payable at the election of the directors either quarterly in advance, in cash, or at once in restricted shares, which restricted shares will vest on the earlier to occur of (i) the one year anniversary of the grant date and (ii) the next Annual General Meeting of Shareholders of the Company, generally subject to continued service through the applicable vesting date; provided, however, that the shares will become fully vested upon (i) the termination of the director’s service due to death or disability prior to the vesting date or (ii) the occurrence of a “change in control” (as defined below) prior to the vesting date, provided the director is in continuous service immediately prior to such “change in control.” Each director is also annually awarded restricted shares with a grant date value of $105,000, which will vest on the earlier to occur of (i) the one year anniversary of the grant date and (ii) the next Annual General Meeting of Shareholders of the Company, subject to continued service through the applicable vesting date; provided, however, that the shares will become fully vested upon (i) the termination of the director’s service due to death or disability prior to the vesting date or (ii) the occurrence of a “change in control” prior to the vesting date, provided the director is in continuous service immediately prior to such “change in control.” Our Compensation Committee also determined that the Chair of the Audit Committee (Mr. Ferrari) receives $25,000 in cash annually, payable quarterly in advance, and the Lead Director (Mr. Platt) receives $30,000 in cash annually, payable quarterly in advance. In addition, the Chairs of the Underwriting Committee (Mr. Murphy), Compensation Committee (Ms. Foley), and Nominating, Governance and Corporate Responsibility Committee (Ms. Guest) each receive an additional $10,000 in cash annually, payable quarterly in advance.

  15. Director Compensation Table

    Director Compensation Table The following table summarizes the total compensation paid or awarded to our independent directors in 2024.

  16. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (3) | All Other Compensation ($) | Total ($) | | Johnny Ferrari | 95,000 | 105,000 | — | 200,000 | | Ursuline Foley | 80,000 | 105,000 | — | 185,000 | | Leonard Goldberg | 70,000 | 105,000 | — | 175,000 | | Victoria Guest | 80,000 | 105,000 | — | 185,000 | | Ian Isaacs (1) | 80,000 | 105,000 | — | 185,000 | | Bryan Murphy (2) | 161,000 | 105,000 | — | 266,000 | | Joseph Platt | 100,000 | 105,000 | — | 205,000 |

  17. Director Compensation Table

    (1) Mr. Isaacs’ compensation also includes $10,000 annual fee for serving as Chair of the Investment Committee of Greenlight Re. (2) The $161,000 includes €75,000 that Mr. Murphy earned as compensation for his services as a director for GRIL. Such amount reported is based on an average conversion rate for 2024, which was $1.08 United States dollars for each Euro. (3) All stock awards were granted under our 2023 Omnibus Incentive Plan. The value reported above in the “Stock Awards” column is the aggregate grant date fair value of the awards granted in 2024, determined in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation.” Assumptions used in the calculation of these amounts are included in Note 2 of the Notes to Consolidated Financial Statements in our Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Each of Messrs. Ferrari, Goldberg, Isaacs, Murphy and Platt and Ms. Foley and Ms. Guest was issued 8,393 restricted ordinary shares as stock awards during 2024. These shares remained unvested as of December 31, 2024.

  18. Role of the Compensation Consultant and Recently Refreshed Peer Group

    Role of the Compensation Consultant and Recently Refreshed Peer Group In 2023, due to factors such as mergers and acquisition activity impacting our peer group, the Compensation Committee engaged Mercer to consider a refresh of the set of peer group companies for use as a point of comparison in assessing the competitiveness of compensation for certain executive officers. Data compiled from this refreshed peer group, as well as from reliable compensation survey databases, has been used as a baseline reference by the Compensation Committee to assist it in establishing and assessing target total compensation levels, as well as target compensation levels for individual components of compensation for our executive officers. When making compensation decisions, we also look at the compensation of our NEOs relative to the compensation paid to similarly-situated executives at companies that we consider to be our peers, which is referred to as “benchmarking.” However, we believe that a benchmark serves as a point of reference, but is not a determinative factor, for our executives’ compensation. Such comparative information is just one of the factors considered in setting executive compensation and the Compensation Committee has the discretion to consider the nature and extent of its use. The peer group used to assist in making the compensation decisions for 2024, which we refer to as our peer group, was selected primarily based on the peer companies’ similarities to us as of the time the survey was performed, based on factors such as business mix, revenue and other financial information. In 2024, one company, Hamilton Insurance Group, Ltd., was added to our peer group following that company’s initial public offering in late 2023.

  19. Role of the Compensation Consultant and Recently Refreshed Peer Group

    | The 2024 peer group is comprised of the following companies: | | | | Arch Capital Group, Ltd. | Everest Group, Ltd. | Lancashire Holdings Limited | | AXIS Capital Holdings Limited | Hamilton Insurance Group, Ltd. | Proassurance Corporation | | Conduit Holdings Limited | Hiscox Ltd. | RenaissanceRe Holdings Ltd. | | Employers Holdings, Inc. | James River Group Holdings, Ltd. | SiriusPoint, Ltd. | | Enstar Group Limited | Kinsale Capital Group, Inc. | United Fire Group, Inc. |

  20. Role of the Compensation Consultant and Recently Refreshed Peer Group

    The Compensation Committee strives to target total pay at levels that are within reasonable range of market based on various criteria, including, but not limited to, experience, time in role, performance, and scope of responsibility in comparison to benchmarks.

  21. Bonuses

    Bonuses Short-Term Incentive Plan We use bonuses to reward individual and company performance. We expect our bonuses to be variable from year to year. Our Compensation Committee determines each NEO’s target bonus, expressed as a percentage of base salary. The target bonuses of the NEOs were set by the Compensation Committee based on the scope and significance of each NEO’s role, with the CEO receiving the highest target due to his greater responsibilities. In 2021, following Mercer’s review of our compensation practices, the Compensation Committee recommended to our Board, and the Board approved, a new annual bonus program, which we refer to as the Short-Term Incentive Plan, which is administered by the Compensation Committee. No incentive cycles prior to 2021 under our previously-disclosed prior bonus program, which we refer to as the Prior Bonus Program, are impacted other than as previously disclosed. The Short-Term Incentive Plan replaces the Prior Bonus Program with a more market-based short-term incentive plan. The guiding principles related to the Short-Term Incentive Plan were to make the plan easy to understand, transparent and reward controllable results, incentivize management decisions that would support long-term growth and profitability, and promote retention through real near-term earnings potential. Eligible employees, which include all full-time salaried employees, who become participants in the Short-Term Incentive Plan for a specific plan year will be eligible to receive a target bonus opportunity expressed as a percentage of base salary. Actual participation in the Short-Term Incentive Plan will be determined with respect to each plan year and will be based on the recommendations of our CEO, subject to the discretion of the Compensation Committee. All of the NEOs were eligible to participate in the Short-Term Incentive Plan for the 2024 plan year. Target bonus opportunities vary by individual participant and may vary among employees in the same salary grade level or same internal reporting relationship. Awards under the Short-Term Incentive Plan may be earned based upon achievement of certain performance metrics, financial or otherwise, as determined by the Compensation Committee. The aggregate target bonus opportunity may be broken down into two parts: (1) the company performance target bonus and (2) the individual performance target bonus. The weightings of each metric, to the extent applicable, which may vary by participant, are recommended by the CEO (other than with respect to the CEO whose weightings are determined by the Compensation Committee) and determined by the Compensation Committee. The metrics and the associated weightings may be changed from plan year to plan year. The Compensation Committee selects one or more of the following as the company performance criteria related to the company performance target bonus for each plan year: (1) adjusted operating profit; (2) growth in book value per share; (3) total shareholder return; (4) underwriting loss ratio; (5) underwriting combined ratio; (6) expense ratio; (7) net income; or (8) any other performance criteria that the Compensation Committee may select in its discretion. Each selected company performance criteria will be assigned a threshold, target and maximum level of achievement as determined by the Compensation Committee in its sole discretion. The company performance criteria and requisite level of performance corresponding to threshold and maximum levels of performance (including the corresponding percentage of the company performance target bonus that can be earned) may be changed from plan year to plan year, but in no event may the maximum level of performance result in a payment in excess of 200% of the company performance target bonus. Performance and bonus achievement are measured following the end of the single year performance period and bonuses are generally paid in cash following the Board’s approval of audited fiscal year results and the determination by the CEO or the Compensation Committee, as applicable, of individual performance levels, but in no event later than March 15 of the year following the year to which the bonus relates, subject generally to continued employment through the last day of the performance period (and not having given or received notice of termination); provided, however, that if a participant’s employment terminates due to death or disability prior to the last day of the performance period, the participant will be entitled to a pro-rata bonus based on actual performance for the year in which the termination occurs, subject to compliance with the terms of the participant’s employment agreement or offer letter, as applicable. If a participant commences participation in the Short-Term Incentive Plan after the first day of the applicable plan year, any such bonus payable in respect of such plan year will be pro-rated based on the portion of the year employed. All payments under the Short-Term Incentive Plan may (or, to the extent required by law or listing standards of any securities exchange on which our securities are listed, will) be subject to recoupment, cancellation, reduction or forfeiture (1) in accordance with any clawback or similar policy adopted by the Board or the Compensation Committee, (2) in accordance with any clawback or similar policy that we are required to adopt pursuant to any applicable listing standards or applicable law or (3) in the event of fraud or any financial restatements or irregularities. In March 2023, the Board adopted a clawback policy designed to comply with Section 10D of the Securities Exchange Act of 1934 and with the Nasdaq Stock Market LLC Rule 5608, that provides for the recoupment of certain incentive compensation 2024 Short-Term Incentive Plan Awards For 2024, the target annual bonus opportunity, expressed as a percentage of annual base salary, for the NEOs were as follows:

  22. Bonuses

    | Name | 2024 Target Bonus Opportunity (% of Base Salary) | | Greg Richardson | 100% | | Faramarz Romer | 50% | | Patrick O'Brien | 60% | | Thomas Curnock | 50% | | David Sigmon | 50% |

  23. Bonuses

    In respect of 2024, the Compensation Committee determined that awards under the Short-Term Incentive Plan would be based upon achievement of company performance and individual performance. The weightings between company and individual performance for the annual incentive compensation opportunities vary among our NEOs. For 2024, the weightings of the NEOs were set by the Compensation Committee based on the scope of each NEO’s role, as follows:

  24. Bonuses

    | Name | Company Performance | Individual Performance | | Greg Richardson (1) | 50% | 50% | | Faramarz Romer | 50% | 50% | | Patrick O'Brien | 75% | 25% | | Thomas Curnock | 75% | 25% | | David Sigmon | 50% | 50% |

  25. Bonuses

    (1) In 2024, the Company’s CEO, Mr. Richardson, weighting was based 50% on individual performance and 50% on Company performance criteria per his employment agreement, given Mr. Richardson commenced employment with the Company on January 1, 2024 and a large portion of the Company’s 2024 underwriting portfolio had already been agreed and/or bound as part of the 2023 year-end renewal process. In 2025, Mr. Richardson’s weighting will be based 25% on individual performance and 75% on Company performance. In respect of 2024, the Compensation Committee determined that company performance would be measured based upon achievement of adjusted operating profit, or 2024 AOP Metric, as this metric reflects management’s contribution to long term profitability and operational efficiency. With respect to the 2024 fiscal year, the AOP Metric means 2024 underwriting income less 2024 corporate innovations-related expense, as a percentage of book value measured as of January 1, 2024. Under the Short-Term Incentive Plan, participants are eligible to receive a bonus related to the company performance criteria, to the extent applicable, if we achieve at least the threshold level of performance for the applicable performance period. If the threshold level of performance related to the 2024 AOP Metric was not attained, no portion of the award allocated to that metric would have been earned, and if the maximum level of performance related to the 2024 AOP Metric was attained, participants would have been eligible to receive 200% of the target award related to such metric. In 2024, the actual 2024 AOP Metric was negative 1.7%, which resulted in 0% payout. Adjusted operating profit is a non-GAAP financial measure. Please refer to Annex 1 for definition of non-GAAP financial measures and reconciliations of GAAP to non-GAAP financial measures.

  26. Bonuses

    | Performance Measure | Threshold (0%) | Target (100%) | Maximum (200%) | Actual | Payout | | 2024 AOP | 0.0% | 6.3% | 12.6% | (1.7)% | 0.0% |

  27. Bonuses

    Linear interpolation is used to calibrate payouts between the threshold, target and maximum levels. The individual performance metric ranges from 0% of the target award related to that metric to 100% of the target award related to that metric subject to any discretionary bonus award above 100% of the target award for extraordinary performance, to be awarded at the discretion of the Compensation Committee. The Compensation Committee determines the percentage of the individual performance target bonus, if any, that each NEO is eligible to earn. In determining the individual performance payout percentages for each of our NEOs, the Compensation Committee considers, among other things, the contributions by each individual based upon his or her area of responsibility to: •The transformation, diversification and performance of our underwriting platform and long-term growth strategy; •The strength and improvement of our A.M. Best financial ratings and maintenance of regulatory compliance; and •The judicious deployment of capital that is not contractually allocated to our alternative investment strategy. The Compensation Committee, in its sole discretion, may consider subjective criteria relating to performance and accomplishments on an individual and comparative basis. These criteria include, but are not limited to: •The strength and development of each individual’s contributions to our strategic goals and our client, broker, shareholder and other stakeholder relationships; •the quality and professionalism of the individual in support of the Board, the management team and our employees, including individual contributions to team development, engagement and motivation, and succession planning; and •the Company’s desire to retain the individual and align his or her interests with those of our shareholders. For the Company’s CEO, Mr. Richardson, the Compensation Committee considered, among other factors, Mr. Richardson’s leadership with respect to the CEO transition in 2024, his role throughout the year in developing talent and refining the Company’s go-forward strategy, and leadership with respect to all aspects of the Company’s Investor Day in November 2024. In connection with its review of 2024 individual performance, the Compensation Committee approved individual performance for the NEOs as follows:

  28. Bonuses

    | Name | Actual | | Greg Richardson | 100% | | Faramarz Romer | 112% | | Patrick O'Brien | 111% | | Thomas Curnock | 152% | | David Sigmon | 152% |

  29. Bonuses

    Incentive compensation, up to 100% of the target award, earned under the Short-Term Incentive Plan for the 2024 fiscal year was paid in March 2025, and for each applicable NEO disclosed in the “Non-Equity Incentive Plan Compensation” column for such year in the Summary Compensation Table below. Further, in light of the extraordinary individual contributions in 2024 of Messrs. Romer, O’Brien, Curnock and Sigmon, particularly in light of the CEO transition, the Compensation Committee approved in March 2025 discretionary bonus awards in excess of 100% of target, as noted in the above table for those NEOs Such discretionary amounts were also paid in March 2025 and disclosed in the “Bonus” column for such year in the Summary Compensation Table. Prior Bonus Program In March 2025, the Compensation Committee approved the updated 2019 underwriting year calculations for the quantitative bonus pool with respect to the Prior Bonus Program based on performance through December 31, 2024 and declared the 2019 underwriting year closed. For the 2019 underwriting year, the updated calculations reflect below-threshold performance and, as such, no quantitative bonus will be awarded. No further underwriting years remain open under the Prior Bonus Program.

  30. Sign-On Bonuses

    Sign-On Bonuses From time to time, the Compensation Committee may award sign-on bonuses in connection with the commencement of an NEO’s employment with us. Sign-on bonuses are used only when necessary to attract highly skilled officers to the Company. Generally they are used to incentivize candidates to leave their current employers or may be used to offset the loss of unvested compensation or future income that they may forfeit as a result of leaving their current employer or business. In 2024, as an inducement to join the Company as CEO, we awarded Mr. Richardson stock options with a ten (10) year term to acquire 250,000 ordinary shares with a per share exercise price equal to the fair market value of an ordinary share on the date of grant, January 4, 2024, as determined under the 2023 Incentive Plan (the “Options”). The Options will vest as to 50,000 ordinary shares on each of the first five anniversaries of the date of grant subject to Mr. Richardson’s employment on the applicable vesting date. All unvested Options will automatically terminate without consideration on termination of Mr. Richardson’s employment upon death, due to disability or by Mr. Richardson without good reason (as defined in Mr. Richardson’s employment agreement). All unvested Options shall become fully vested upon (i) a termination without cause (as defined in Mr. Richardson’s employment agreement) or for good reason subject to Mr. Richardson’s signing a release of claims as required under his employment agreement or (ii) a change in control (as defined in the 2023 Incentive Plan) subject to Mr. Richardson’s employment at the time of the change in control. All vested Options will remain outstanding for the balance of their full term; provided, that all Options, whether or not vested, shall terminate in the event Mr. Richardson’s employment with the Company is terminated for cause.

  31. Retention Bonuses

    Retention Bonuses From time to time, the Compensation Committee, based upon a review of competitive conditions and/or the role and skill set of the individual, may approve retention arrangements for certain NEOs and other senior executives.

  32. Stock Incentive Plan Awards

    Stock Incentive Plan Awards In 2023, we adopted the 2023 Omnibus Incentive Plan, or the 2023 Incentive Plan, to promote the interests of the Company and its shareholders by: •attracting, retaining, motivating, and rewarding exceptional employees, officers, directors and consultants (including prospective employees, officers, directors and consultants) of the Company and its affiliates; •enabling such individuals to participate in the long-term growth and financial success of the Company; and •directly linking compensation with Company performance. The 2023 Incentive Plan became effective on July 25, 2023. The 2023 Incentive Plan replaced the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan, as amended from time to time, or the Prior Incentive Plan. The 2023 Incentive Plan shall not terminate amend or modify any provision of the Prior Incentive Plan nor adversely affect any awards granted under the Prior Incentive Plan or rights outstanding under the Prior Incentive Plan, provided, however, that no further awards will be granted under the Prior Incentive Plan. Our Compensation Committee has decided that, with certain exceptions noted above, restricted shares or RSUs, as applicable, generally are the preferred form of equity compensation as the Compensation Committee believes that restricted shares or RSUs, as applicable, better align management with long-term shareholder value creation. Our Compensation Committee determines the value of restricted share or RSU grants for certain of our NEO after taking into account, among other things, our desire to retain the executive and the executive’s role within the Company. Those executives who are most critical to our future growth generally receive larger awards. Currently, we expect long-term compensation (i.e., 2023 Incentive Plan awards), to continue to represent the majority of each NEO’s compensation. In order to prevent the backdating of equity awards and to ensure that the timing of awards or the release of material information will not be accelerated or delayed to allow an award recipient to benefit from a more favorable stock price, our Board of Directors and Compensation Committee adopted a policy with respect to our equity grant practices that delineates specific procedures when granting equity awards. We believe this policy helps the integrity of our equity award grant practices. Our current practice is to grant equity awards in March of each fiscal year, shortly after the filing of our Form 10-K for the preceding year. In February 2024, our Compensation Committee approved, and, on March 15, 2024, we granted awards of 26,291 RSUs to Mr. Romer, 25,725 RSUs to Mr. O’Brien, 26,582 RSUs to Mr. Curnock and 13,165 RSUs to Mr. Sigmon under the 2023 Incentive Plan. Each of Messrs. Romer, O’Brien, Curnock and Sigmon’s 2024 awards under the 2023 Incentive Plan consist of a mix of performance-vesting RSUs (67%) and time-vesting RSUs (33%). Time-based RSUs vest ratably over a three-year period, generally subject to continued employment through and including each vesting date. Performance-vesting RSUs cliff vest, if at all, based on the actual level of achievement against the performance metrics following the end of the three-year performance period, generally subject to continued employment through and including the last day of the three-year performance period. Performance is be determined by the Board or the Compensation Committee after the completion of the three year performance period pursuant to the terms of the award. The performance-vesting RSUs granted in 2024 will be earned, if at all, based on performance against the following metrics: fully diluted book value per share growth (weighted at 65%) and combined ratio (weighted at 35%). Performance metrics and weightings may change from year to year for future awards and the Board and the Compensation Committee reserve the right to modify the metrics and performance measurement based on changes in accounting rules/regulations, and unforeseen event and circumstances. The performance-vesting RSUs granted in 2024 vest as follows based on achievement of the weighted performance metrics: below threshold, 0% vesting; threshold, 50% vesting; target, 100% vesting; and maximum, 200% vesting. Linear interpolation is used to calibrate payouts between threshold, target and maximum award levels. With respect to each performance metric, the Compensation Committee determined that 22.5% fully diluted book value per share growth and 97% combined ratio were the appropriate challenging targets for payout at target for the 2024-2026 (inclusive) performance cycle. Combined ratio of more than 99% would result in no payout, 99% would result in 50% payout and 94% or less would result in 200% payout with respect to the combined ratio performance metric. Fully diluted book value per share growth of less than 12.5% would result in no payout, 12.5% would result in 50% payout, and 40.5% would result in 200% payout with respect to the fully diluted book value per share growth performance metric. The RSU awards in 2024 reflect our Compensation Committee’s desire to retain these executives and align their interests with those of our shareholders. For more details on these awards, see “Potential Payments upon Termination or Change in Control—Stock Incentive Plan and Awards Granted Thereunder.”

  33. 2022 Performance Vesting Awards for the Performance Period Completed as of Fiscal Year Ended December 31, 2024

    2022 Performance Vesting Awards for the Performance Period Completed as of Fiscal Year Ended December 31, 2024 In 2022, the Compensation Committee granted performance-vesting restricted stock or RSUs, as applicable, with performance-based vesting requirements for the three-year performance period of 2022-2024 based on three-year fully diluted book value per share growth (weighted at 65%) and three-year combined ratio (weighted at 35%), which had the following performance curve (linear interpolation is used to calibrate payouts between threshold, target and maximum award levels):

  34. 2022 Performance Vesting Awards for the Performance Period Completed as of Fiscal Year Ended December 31, 2024

    | 2022 Performance Measure | Threshold (%) | Target (%) | Maximum (%) | Actual (%) | | Three-Year Fully Diluted Book Value Per Share Growth | 12.5% | 22.5% | 40.5% | 26.5% | | Payout Percentage of Shares | 0% | 50% | 100% | 66.1% | | Three-Year Combined Ratio | 99% | 97% | 94% | 99.2% | | Payout Percentage of Shares | 0% | 50% | 100% | 0% |

  35. 2022 Performance Vesting Awards for the Performance Period Completed as of Fiscal Year Ended December 31, 2024

    The Compensation Committee determined that the three-year fully diluted book value per share growth was 26.5% and correspondingly approved a performance payout at 66.1% with respect to that metric, and also determined that the three-year combined ratio was 99.2% and correspondingly approved a performance payout at 0% with respect to that metric as well. The Compensation Committee then multiplied the above payout percentages by the number of performance-vesting restricted stock or RSUs originally granted to determine the numbers of shares earned, which were as follows:

  36. Change in Control and Severance

    Change in Control and Severance Upon termination of employment or a change in control, in addition to certain bonuses referenced above, our NEOs may receive accelerated vesting of awards granted under our 2004 Incentive Plan, 2023 Incentive Plan and severance payments under their employment agreements. Under our 2004 Incentive Plan and 2023 Incentive Plan, our Compensation Committee generally has the discretion to vest unvested awards upon a change in control as described below under “Potential Payments Upon Termination or Change in Control — The Stock Incentive Plan and Awards Granted Thereunder.” This discretion allows the Compensation Committee to determine at the time of the change in control whether, and the extent to which, additional vesting is warranted. Upon termination of employment without cause or for good reason (or, with respect to Mr. O’Brien, in the event prior notice (or pay in lieu of notice) is required by GRIL and other than in the case of death), our NEOs are eligible for severance payments. For more details on these payments, see “Potential Payments upon Termination or Change in Control — Employment Agreements.” The amount of our severance obligations to our NEOs is designed to be competitive with the amounts payable to executives in similar positions at other global reinsurance companies with which we compete for talent. Severance payments are generally made in substantially equal monthly installments and are generally contingent upon the NEO’s continued compliance with the restrictive covenants in his or her employment agreement.

  37. Actions Taken in 2025

    | Name | # of RSUs (1) | | Greg Richardson | 91,185 | | Faramarz Romer | 26,596 | | Patrick O'Brien | 28,450 | | Thomas Curnock | 26,596 | | David Sigmon | 15,957 |

  38. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following Summary Compensation Table sets forth the compensation earned by the NEOs for services rendered in all capacities to the Company and its subsidiaries in 2024, 2023 and 2022, as applicable.

  39. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Greg Richardson, Chief Executive Officer(5) | 2024 | 800,000 | — | — | 1,077,500 | 400,000 | 45,730 | 2,323,230 | | Faramarz Romer, Chief Financial Officer | 2024 | 500,000 | 15,000 | 311,550 | — | 125,000 | 45,829 | 997,379 | | | 2023 | 440,625 | 6,094 | 245,000 | — | 213,483 | 12,220 | 917,422 | | | 2022 | 367,500 | — | 300,000 | — | 110,250 | 10,610 | 788,360 | | Patrick O’Brien, Chief Operating Officer & Chief Executive Officer, GRIL(6) | 2024 | 486,000 | 8,100 | 304,839 | — | 72,900 | 127,932 | 999,771 | | | 2023 | 437,400 | 96,390 | 280,954 | — | 250,237 | 89,100 | 1,154,081 | | | 2022 | 393,750 | — | 346,809 | — | 59,063 | 78,750 | 878,372 | | Thomas Curnock, Group Chief Underwriting Officer & Chief Risk Officer | 2024 | 500,000 | 32,500 | 315,000 | — | 62,500 | 41,355 | 951,355 | | | 2023 | 450,000 | 13,750 | 294,000 | — | 214,538 | 12,220 | 984,508 | | | 2022 | 420,000 | — | 294,000 | — | 52,500 | 10,610 | 777,110 | | David Sigmon, General Counsel, Chief Compliance Officer & Corporate Secretary(7) | 2024 | 420,000 | 55,000 | 156,000 | — | 105,000 | 40,207 | 776,207 | | | 2023 | 263,250 | — | 250,000 | — | 125,970 | 191,583 | 830,803 |

  40. SUMMARY COMPENSATION TABLE

    (1)Bonus payments in this column for 2024 represent discretionary payments approved by the Compensation Committee in March 2025 to Messrs. Romer, O’Brien, Curnock and Sigmon. (2)All stock awards in 2023 and 2022 were granted under our Prior Incentive Plan. The value reported above in the “Stock Awards” column is the aggregate grant date fair value for each NEO’s award determined in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation.” Assumptions used in the calculation of these amounts are included in Note 2 of the Notes to Consolidated Financial Statements in our Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The values reported for Messrs. Romer, O’Brien, Curnock, and Sigmon represent restricted share or restricted share unit awards, as applicable. The 2024 RSUs are discussed under “Compensation Discussion and Analysis—Stock Incentive Plan Awards” above. For the stock awards granted in 2024, the values represent the achievement of the performance conditions at the target level of performance conditions. Assuming the highest level of performance achievement as of the grant date, the aggregate grant date value of the awards for Messrs. Romer, O’Brien, Curnock and Sigmon, would have been $520,289, $509,081, 526,050 and $260,520, respectively. As a result, they do not necessarily represent the actual value that the recipient will receive from the award. In 2023, for Mr. Sigmon, his award reflects a one-time restricted share grant, with a grant value of $250,000, that cliff vests three years after the grant date generally subject to Mr. Sigmon’s continued employment. (3)For the 2024 year, the value reported above in the “Non-Equity Incentive Plan Compensation” column is the amount paid to the applicable NEOs in March 2025 and relates to the bonus in respect of the 2024 plan year. (4)The 2024 figures include the following amounts required by SEC rules to be separately quantified: for Messrs. Richardson, Romer, Curnock and Sigmon, a defined contribution plan amount of $10,610; for Mr. O’Brien, a pension allowance of $97,200; for Mr. Richardson, relocation costs of $29,533; and for Messrs. Romer, O’Brien and Curnock, executive coaching costs of $30,000. The 2024 amounts also include the following, none of which exceeded the greater of $25,000 or 10% of the total applicable benefits for each NEO: (i) amounts related to spouse / partner costs for attending select business related events for each of the NEOs where spouses / partners were invited; and (ii) for Mr. Sigmon, tuition reimbursement under the Company’s employee development policy (Mr. Sigmon completed his LL.M. degree from Georgetown University Law Center in June 2024 and no further tuition will be reimbursed); and dues associated with being designated as a corporate member representative in connection with a corporate recreational club membership utilized by the Company for business development purposes. (5)Mr. Richardson joined the Company in January 2024. The “Option Awards” value is based on the fair value of the relevant award determined on the grant date using the Black-Scholes option pricing model. (6)Because he is based in Ireland, Mr. O’Brien’s cash compensation is generally paid to him in Euros rather than United States dollars. Amounts reported as “Salary,” and “All Other Compensation” are based on an average conversion rate for 2024, which was $1.08 United States dollars for each Euro. As noted above, amounts reported as “Bonus” and “Non-Equity Incentive Plan Compensation” were denominated in United States dollars, but will be paid to Mr. O’Brien in Euros rather than United States dollars because he is based in Ireland. (7)Mr. Sigmon joined the Company in April 2023. Accordingly, his salary for 2023 is based on the pro-rated portion paid in 2023.

  41. GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2024

    GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2024 Our Compensation Committee and/or Board granted restricted share awards and restricted share unit awards and established target bonuses for our NEOs in 2024. Set forth in the following table is information regarding restricted share awards and restricted share unit awards granted in 2024 as well as 2024 bonus opportunities.

  42. GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2024

    | | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Greg Richardson | 1/4/2024 | 10/30/2023 | — | — | — | — | — | — | — | 250,000 | 11.20 | 1,077,500 | | | N/A | | 400,000 | 800,000 | 1,200,000 | — | — | — | — | — | — | — | | Faramarz Romer | 3/15/2024 | 2/26/2024 | — | — | — | 8,808 | 17,615 | 35,230 | 8,676 | — | — | 311,550 | | | N/A | | 125,000 | 250,000 | 375,000 | — | — | — | — | — | — | — | | Patrick O’Brien | 3/15/2024 | 2/26/2024 | — | — | — | 8,618 | 17,236 | 34,472 | 8,489 | — | — | 304,839 | | | N/A | | 202,500 | 270,000 | 472,500 | — | — | — | — | — | — | — | | Thomas Curnock | 3/15/2024 | 2/26/2024 | — | — | — | 8,905 | 17,810 | 35,620 | 8,772 | — | — | 315,000 | | | N/A | | 187,500 | 250,000 | 437,500 | — | — | — | — | — | — | — | | David Sigmon | 3/15/2024 | 2/26/2024 | — | — | — | 4,411 | 8,821 | 17,642 | 4,344 | — | — | 250,000 | | | N/A | | 105,000 | 210,000 | 315,000 | — | — | — | — | — | — | — |

  43. GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2024

    (1)The amounts reflect the NEO’s threshold, target and maximum amount of payouts under the Short-Term Incentive Plan as of the grant date of such awards. The actual amounts paid to our NEOs pursuant to the plan are set forth in the Summary Compensation Table above. For more information about the terms of the Short-Term Incentive Plan, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis — Bonuses.” (2)The amounts reflect the restricted share units made pursuant to our 2023 stock incentive plan to each of Messrs. Romer, O’Brien, Curnock and Sigmon, vesting in substantially equal installments over three years on each January 1, 2025, January 1, 2026, and January 1, 2027. (3)The amounts reflect the aggregate grant date fair value for each NEO’s restricted share unit awards granted in 2024, determined in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation.” The values represent the achievement of the performance conditions at the target level of performance conditions. Assuming the highest level of performance achievement as of the grant date, the aggregate grant date value of the awards for Messrs. Romer, O’Brien, Curnock and Sigmon, would have been $520,289, $509,081, $526,050 and $260,520 , respectively. In Mr. Richardson’s case it represents the value of options awarded as part of his employment contract. (4)The amounts reflect the threshold, target and maximum number of share that are issuable with respect to restricted share units to each Messrs. Romer, O’Brien, Curnock and Sigmon. The performance shares vest, and the performance share units are settled in ordinary shares, in an amount from 0% to 200% of the units awarded based on fully diluted book value per share growth (65% weight) and combined ratio (35% weight) for the three year performance period commencing on January 1, 2024 and ending on December 31, 2026.

  44. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024

  45. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024

    | Option Awards | | | | | | | Stock Awards | | | | | Name | Grant Date | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) | | Greg Richardson | 1/4/2024 (4) | 250,000 | — | — | 11.20 | 1/4/2034 | — | — | — | — | | Faramarz Romer | 3/15/2024 | — | — | — | — | — | 8,676 | 121,464 | — | — | | | 3/15/2024 | — | — | — | — | — | — | — | 8,808 | 123,312 | | | 3/15/2023 | — | — | — | — | — | 11,110 | 155,540 | — | — | | | 3/15/2023 | — | — | — | — | — | — | — | 4,104 | 57,456 | | | 3/15/2022 | — | — | — | — | — | 9,824 | 137,536 | — | — | | | 3/15/2022 | — | — | — | — | — | — | — | 7,258 | 101,612 | | Patrick O’Brien | 3/15/2024 | — | — | — | — | — | 8,489 | 118,846 | — | — | | | 3/15/2024 | — | — | — | — | — | — | — | 8,618 | 120,652 | | | 3/15/2023 | — | — | — | — | — | 6,276 | 87,864 | — | — | | | 3/15/2023 | — | — | — | — | — | — | — | 9,555 | 133,770 | | | 3/15/2022 | — | — | — | — | — | 5,595 | 78,330 | — | — | | | 3/15/2022 | — | — | — | — | — | — | — | 17,035 | 238,490 | | Thomas Curnock | 3/15/2024 | — | — | — | — | — | 8,772 | 122,808 | — | — | | | 3/15/2024 | — | — | — | — | — | — | — | 8,905 | 124,670 | | | 3/15/2023 | — | — | — | — | — | 6,567 | 91,938 | — | — | | | 3/15/2023 | — | — | — | — | — | — | — | 9,999 | 139,986 | | | 3/15/2022 | — | — | — | — | — | 4,742 | 66,388 | — | — | | | 3/15/2022 | — | — | — | — | — | — | — | 14,441 | 202,174 | | David Sigmon | 3/15/2024 | — | — | — | — | — | 4,344 | 60,816 | — | — | | | 3/15/2024 | — | — | — | — | — | — | — | 4,411 | 61,754 | | | 3/15/2023 | — | — | — | — | — | 25,562 | 357,868 | — | — |

  46. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024

    (1) All restricted shares and RSUs granted in 2022, 2023 and 2024 will vest ratably over a three-year period, generally subject to continued employment through and including each vesting date. (2)All restricted shares and RSUs granted in 2022, 2023 and 2024 are subject to performance conditions and will cliff vest, if at all, based on the actual level of achievement against the performance metrics following the end of the three year performance period, generally subject to continued employment through and including the last day of the three year performance period. The number of shares or units reported are based on achieving threshold performance conditions. (3)Assumes a stock price of $14.00 the closing price of the ordinary shares on December 31, 2024, the last business day of the year. (4)Mr. Richardson was granted an option to purchase 250,000 ordinary shares in accordance with the terms of the Richardson Employment Agreement. The option will become exercisable with respect to 50,000 shares on each of January 1, 2025, 2026, 2027, 2028 and 2029.

  47. Stock Option Exercises and Stock Award Vesting in Fiscal 2024

    Stock Option Exercises and Stock Award Vesting in Fiscal 2024 The following table provides information regarding the exercise of stock options and stock awards vesting during fiscal year 2024 on an aggregated basis with respect to each of our NEOs.

  48. Stock Option Exercises and Stock Award Vesting in Fiscal 2024

    | | 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) | | Greg Richardson | — | — | — | — | | Faramarz Romer | — | — | 42,067 | 491,881 | | Patrick O’Brien | — | — | 39,231 | 461,133 | | Thomas Curnock | — | — | 35,258 | 414,357 | | David Sigmon | — | — | — | — |

  49. Stock Option Exercises and Stock Award Vesting in Fiscal 2024

    (1) The value realized on vesting is calculated by multiplying the number of shares acquired on vesting by the closing price of our ordinary shares on the vesting date.

  50. Pension Benefits

    Pension Benefits None of our NEOs participates in a qualified or non-qualified defined benefit pension plan sponsored by us.

  51. Non-qualified Deferred Compensation in Fiscal Year 2024

    Non-qualified Deferred Compensation in Fiscal Year 2024 None of our NEOs participates in a non-qualified defined contribution or other non-qualified deferred compensation plan.

  52. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  53. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control This section describes the potential payments that would be made to the named executive officers under various employment termination scenarios as if they occurred at the end of fiscal year 2024. Richardson Employment Agreement In the event Mr. Richardson’s employment is terminated by the Company without cause or by Mr. Richardson for good reason, we will pay him accrued but unpaid base salary, any bonus earned under the terms of the compensation plan for years prior to the year in which the termination occurs, payable in accordance with the terms of such plan, and any accrued but unused vacation pay and statutory severance, or collectively the Richardson Accrued Obligations, as soon as practicable following termination, plus up to $50,000 in reimbursement for relocation expenses. In addition, subject to Mr. Richardson’s execution of a release and certain other conditions, we will pay Mr. Richardson a pro-rated portion of the annual bonus that would have been paid for the year in which his employment terminates based on actual performance, paid in accordance with the Short Term Incentive Plan, or the Actual Pro-Rated Bonus and cash severance in an amount equal to the sum of Mr. Richardson’s annual base salary and target annual bonus opportunity, payable in substantially equal installments over the twelve month period following the date of termination, the Actual Pro-Rated Bonus. If Mr. Richardson’s employment terminates as a result of his death or due to disability, by the Company for cause or by Mr. Richardson without good reason, he or his beneficiary, legal representatives or estate, as applicable, will become entitled to the Richardson Accrued Obligations. Romer Employment Agreement In the event Mr. Romer’s employment is terminated by the Company without cause or by Mr. Romer for good reason, we will pay him accrued but unpaid base salary, any bonus earned under the terms of the compensation plan for years prior to the year in which the termination occurs, payable in accordance with the terms of such plan, and any accrued but unused vacation pay and statutory severance, or collectively the Romer Accrued Obligations, as soon as practicable following termination. In addition, subject to Mr. Romer’s execution of a release and certain other conditions, we will pay Mr. Romer a pro-rated portion of the annual bonus that would have been paid for the year in which his employment terminates based on actual performance, paid in accordance with the Short Term Incentive Plan, or the Actual Pro-Rated Bonus and cash severance in an amount equal to the sum of Mr. Romer’s annual base salary and target annual bonus opportunity, payable in substantially equal installments over the twelve month period following the date of termination, the Actual Pro-Rated Bonus. If Mr. Romer’s employment terminates as a result of his death or due to disability, by the Company for cause or by Mr. Romer without good reason, he or his beneficiary, legal representatives or estate, as applicable, will become entitled to the Romer Accrued Obligations. O’Brien Employment Agreement Pursuant to the terms of his employment agreement, except in the case where prior notice (or pay in lieu of notice) is not required (as described below, which includes ill health or other incapacity), Mr. O’Brien’s employment will continue until terminated by not less than six months’ notice in writing given by either party to the other (or such longer period as may be required by law). In the event that we terminate Mr. O’Brien’s employment in circumstances where notice (or pay in lieu of notice) is required and other than in the case of Mr. O’Brien’s death, we will pay him accrued but unpaid base salary, any bonus earned under the terms of the compensation plan for years prior to the year in which the termination occurs, payable in accordance with the terms of such plan, any accrued but unused vacation pay, or collectively the O’Brien Accrued Obligations. In addition, subject to executing a release of claims against us and GRIL and certain other conditions, GRIL will pay Mr. O’Brien a pro-rated portion of the target bonus that would have been paid for the year in which his employed terminates assuming applicable targets had been achieved, or the Target Pro-Rated Bonus, and cash severance in an amount equal to the sum of Mr. O’Brien’s annual base salary and target bonus opportunity. If Mr. O’Brien’s employment terminates as a result of his death, his beneficiary, legal representatives or estate will become entitled to and the O’Brien Accrued Obligations and subject to executing a release of claims against us and GRIL, the Target Pro-Rated Bonus. Curnock Employment Agreement Pursuant to Mr. Curnock’s employment agreement, in addition to any accrued but unpaid base salary and unused vacation time through the date of termination and any statutory severance, if any, subject to the execution of a release and certain other conditions, Mr. Curnock will be entitled to receive the Target Pro-Rated Bonus, which shall be payable within two and one half (2.5) months following the date of termination and cash severance in an amount equal to Mr. Curnock’s annual base salary plus target bonus opportunity, which shall be payable over 12 months. In the event that Mr. Curnock’s employment is terminated by the Company for cause, due to death or disability, or by Mr. Curnock without good reason, he shall only be entitled to his accrued benefits. Sigmon Employment Agreement In the event Mr. Sigmon’s employment is terminated by the Company without cause or by Mr. Sigmon for good reason, we will pay him accrued but unpaid base salary, any bonus earned under the terms of the compensation plan for years prior to the year in which the termination occurs, payable in accordance with the terms of such plan, and any accrued but unused vacation pay, or collectively the Sigmon Accrued Obligations, as soon as practicable following termination. In addition, subject to Mr. Sigmon’s execution of a release and certain other conditions, we will pay Mr. Sigmon the Actual Pro-Rated Bonus and cash severance in an amount equal to Mr. Sigmon’s annual base salary, payable in substantially equal monthly installments over the twelve month period following the date of termination and provide for immediate vesting of Mr. Sigmon’s initial sign-on restricted equity grant. If Mr. Sigmon’s employment terminates as a result of his death or due to disability, by the Company for cause or by Mr. Sigmon without good reason, he or his beneficiary, legal representatives or estate, as applicable, will become entitled to the Sigmon Accrued Obligations.

  54. PAY RATIO AND PAY VERSUS PERFORMANCE

    PAY RATIO AND PAY VERSUS PERFORMANCE

  55. 2024 Pay Ratio

    2024 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 Mr. Richardson, our Chief Executive Officer (“CEO”, or as sometimes referred to below in this section, our Principal Executive Officer or “PEO”). For 2024, our last completed fiscal year: a) the median of the annual total compensation of all our employees (other than our CEO) was $171,878; and b) the total compensation of our CEO was $2,323,230. Based on this information, for 2024, the ratio of the total compensation of Mr. Richardson, our CEO, to the median of the annual total compensation of all employees was 13.5 to 1.0. To identify the median employee in 2024, we took the following steps: i.We selected December 31, 2024, which we refer to as the determination date, which is within the last three months of 2024, as the date upon which we would identify the “median employee.” ii.We identified the median employee by examining the annual total compensation for 2024, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, of each of our employees employed as of December 31, 2024. For those employees who joined the Company during 2024 the total compensation was annualized as if they had been employed for the entire year. We calculated the total compensation for each employee in the same manner as the “Total Compensation” shown for our NEOs in the “Summary Compensation Table”, including converting currencies of our employees in Ireland into United States dollars based on an average conversion rate for 2024 which was $1.08, where applicable and converting currencies of our employees in the United Kingdom into United States dollars based on an average conversion rate for 2024 which was $1.28, where applicable. We determined the compensation of our median employee by ranking the annual total compensation of all employees, except for our CEO, and selecting the median employee based on their total compensation.

  56. Pay Versus Performance

    Pay Versus Performance As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship of executive compensation actually paid, or CAP, and certain financial performance of our company. The following table shows the total compensation for our NEOs for the past four fiscal years as set forth in the Summary Compensation Table, or the CAP, to our PEO, and, on an average basis, our non-PEO NEOs (in each case, as determined under SEC rules), our total shareholder return, or TSR, the TSR of the S&P 500 Property & Casualty Insurance Index, or our Peer Group TSR, over the same period, our net income, and our company-selected measure for 2024, Growth in Fully Diluted Book Value Per Share.

  57. Pay Versus Performance Table

    Pay Versus Performance Table

  58. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in ‘000s) | Growth in Fully Diluted Book Value per Share(5) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $2,323,230 | $2,708,230 | $931,178 | $1,074,927 | $138.48 | $224.96 | $42,816 | 7.2% | | 2023 | $5,910,846 | $7,286,491 | $993,261 | $1,030,197 | $112.96 | $166.31 | $86,830 | 16.8% | | 2022 | $2,744,811 | $3,050,956 | $841,738 | $912,266 | $80.61 | $150.34 | $25,342 | 2.4% | | 2021 | $3,114,210 | $2,974,247 | $1,173,382 | $1,175,567 | $77.55 | $126.38 | $17,578 | 4.2% | | 2020 | $1,928,110 | $1,751,462 | $898,007 | $625,415 | $72.30 | $106.61 | $3,866 | 4.2% |

  59. Pay Versus Performance Table

    1)Simon Burton was the PEO in 2020, 2021, 2022, and 2023. Greg Richardson is the PEO for 2024. 2)See the chart on the next page for the reconciliation of Summary Compensation Table compensation to Compensation Actually Paid. 3)For 2020, the non-PEO NEOs are Laura Accurso, Tim Courtis, Tom Curnock, Neil Greenspan, and Patrick O’Brien. For 2021, the non-PEO NEOs are Laura Accurso, Tom Curnock, Neil Greenspan, and Patrick O’Brien. For 2022, the non-PEO NEOs are Tom Curnock, Neil Greenspan, Patrick O’Brien, and Faramarz Romer. For 2023, the non-PEO NEOs are David Sigmon, Tom Curnock, Neil Greenspan, Patrick O’Brien, and Faramarz Romer. For 2024, the non-PEO NEOs are David Sigmon, Tom Curnock, Patrick O’Brien, and Faramarz Romer. 4)The peer group shown is the S&P 500 Property & Casualty Insurance Index, which is included in the performance graph of our 10-K filing. 5)The Company has identified Growth in Fully Diluted Book Value per Share as the company-selected measure for the pay-versus-performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the CEO and Other NEOs in 2024 to the Company's performance. Fully Diluted Book Value per Share is a non-GAAP measure. Please refer to Annex 1 for definitions of non-GAAP measures.