DEF 14A of Maiden Holdings, Ltd., Mar 27, 2024

DEF 14A of Maiden Holdings, Ltd.

Filed Mar 27, 2024 · FY20230001412100-24-000032

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently consists of nine directors; these nine directors will be elected at the Annual General Meeting, each to serve until the 2025 Annual General Meeting of Shareholders and until the election or appointment and qualification of his or her successor, or until his or her earlier death, resignation or removal. Upon unanimous recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has unanimously nominated as directors: Mr. Barry D. Zyskind, Ms. Holly L. Blanchard and Messrs. Patrick J. Haveron, Simcha G. Lyons, Lawrence F. Metz, Raymond M. Neff, Yehuda L. Neuberger, Steven H. Nigro and Keith A. Thomas for election at the Annual General Meeting. Proxies for holders of Common Shares cannot be voted for more than nine director nominees.

  2. Information about the Common Director Nominees

    Information about the Common Director Nominees Each of the nine director nominees is standing for re-election to the Board of Directors. Unless you otherwise indicate, proxies that we receive will be voted in favor of the election of the director nominees. The Board of Directors does not contemplate that any of the nominees will be unable to stand for election, but if any nominee becomes unable to serve or for good cause will not serve, all proxies (except proxies marked to the contrary) will be voted for the election of a substitute nominee as our Board of Directors may recommend. Barry D. Zyskind, 52, has served as non-executive Chairman of our Board of Directors since June 2007 and is a Founding Shareholder of the Company. Since 1998, Mr. Zyskind has served as Chief Executive Officer and Director of AmTrust Financial Services, Inc. (“AmTrust”), a multinational property and casualty insurer specializing in commercial lines coverage for small to mid-size businesses, and Chairman since 2016. Prior to joining AmTrust, Mr. Zyskind was an investment banker at Janney Montgomery Scott LLC in New York. Mr. Zyskind holds an M.B.A. from New York University's Stern School of Business. Mr. Zyskind is the son-in-law of Leah Karfunkel, who is a major shareholder of the Company and serves on the board of directors of AmTrust. In selecting Mr. Zyskind as a director nominee, our Nominating and Corporate Governance Committee and Board of Directors considered Mr. Zyskind's outside board service and business activities, including his significant executive experience in international business operations, his finance, strategic planning and information technology expertise and his knowledge of the insurance industry. Holly L. Blanchard, 49, has been a member of our Board of Directors since December 2019, and she currently serves as Chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee. Ms. Blanchard is the President and Managing Member of Regulatory Insurance Advisors, LLC, a consulting firm specializing in insurance regulatory matters and enterprise risk management that she formed in January 2016. Ms. Blanchard has over 25 years of insurance experience including extensive market conduct, Affordable Care Act ("ACA"), and regulatory expertise. Ms. Blanchard previously served as Life and Health Administrator for the Nebraska Department of Insurance ("Department") overseeing the Department’s product and rate operations, including the Department’s implementation of the ACA. Ms. Blanchard also served as the Department’s Market Conduct Examiner in Charge. Ms. Blanchard holds a B.S. in Speech Pathology from the University of Nebraska-Lincoln, a B.A. in Business Administration from Nebraska Wesleyan University and a certificate in Executive Leadership from Cornell University. Ms. Blanchard holds several industry designations, was previously president and a member of the Board of Directors for the Insurance Regulatory Examiners Society, and currently serves as the Vice President and incoming President on the Board of Directors for the Association of Insurance Compliance Professionals (AICP). Ms. Blanchard also previously served on the Board of Directors and Audit Committee for American Life and Securities Corp. and is on the Leadership Council for the National Small Business Association. Ms. Blanchard also is active in multiple committees and subcommittees of the National Association of Insurance Commissioners and she presents at National Trade Organization conferences frequently as a subject matter expert in varied insurance topics. In selecting Ms. Blanchard as a director nominee, our Nominating and Corporate Governance Committee and Board of Directors considered Ms. Blanchard's extensive insurance regulatory experience and expertise as well as her outside board service and business activities. Patrick J. Haveron, 62, has been a member of our Board of Directors since December 2019, and has served as Chief Executive Officer and Chief Financial Officer since May 2023. He previously served as Co-Chief Executive Officer and Chief Financial Officer from May 2020 to May 2023, as Chief Financial Officer and Chief Operating Officer from September 2018 to April 2020, and as Executive Vice President from November 2009 to May 2020. Mr. Haveron has served as President of our wholly owned subsidiary Maiden Reinsurance Ltd. since February 2014. Mr. Haveron is also a director of several of our wholly owned subsidiaries. Since December 2020, Mr. Haveron has served on the board of managers of USQRisk Holdings, LLC, an alternative risk transfer managing general agent of which the Company is an investor. From 2004 to 2009, Mr. Haveron was President and Chief Executive Officer of Preserver Group, Inc., a publicly-traded property and casualty insurer, after having served in a variety of financial and executive leadership roles since 1988. Mr. Haveron was also Senior Vice President and Chief Operating Officer of Tower Group, Inc., a publicly-traded property and casualty insurer, from 2007 to 2009 after its acquisition of Preserver in 2007. Mr. Haveron has previously served on the board of governors of the Property Casualty Insurers Association of America, and holds a B.S. from the University of Scranton. In selecting Mr. Haveron as a director nominee, our Nominating and Corporate Governance Committee and Board of Directors considered Mr. Haveron’s leadership role as the Company’s chief executive officer and chief financial officer, his being a significant stakeholder developing and implementing the forward strategy and success of the Company, and his past directorship experience in both public and private companies in our industry. Simcha G. Lyons, 77, has been a member of our Board of Directors since June 2007, and he currently serves as a member of the Nominating and Corporate Governance Committee and as a member of the Audit Committee. Since 2005, Mr. Lyons has served as a senior advisor to The Ashcroft Group, LLC, a strategic consulting firm that was founded by the former Attorney General of the United States, John Ashcroft. Mr. Lyons also serves as a Senior Advisor to the Ashcroft Law Firm and as a Senior Advisor to Banner Public Affairs, a political lobbying/consulting company in Washington, DC. Since 2024, Mr. Lyons serves as senior advisor to Generation One Energy, an energy sourcing solution company. Since 2023, Mr. Lyons serves as managing principal to Mayfair Global Advisors, a consulting company. Mr. Lyons formerly served as a senior advisor to Smart City Australia Pty Ltd, an Australian based company, and on the Board of Directors of Better Air Ltd., an Australian biotechnology company. Mr. Lyons is also the Founder and President of the John C. Danforth Society. Mr. Lyons previously served by appointment of the President of the United States on the United States Holocaust Memorial Council. In addition, Mr. Lyons has been the chairman of Lyons Global Insurance Services, LLC since 2009. Since 2003, he has also served as chairman of Lyons Global Advisors Ltd., a political consulting firm. Prior to 2002, Mr. Lyons was principal and Vice-Chairman of Raskas Foods of St. Louis, Missouri. In selecting Mr. Lyons as a director nominee, our Nominating and Corporate Governance Committee and Board of Directors considered Mr. Lyons' outside business activities, including his extensive understanding of governmental and legal affairs and significant executive and finance experience.

  3. Information about the Common Director Nominees

    Lawrence F. Metz, 51, has been a member of our Board of Directors since December 2019, and has served as our Executive Vice Chairman and Group President since May 2023. He previously served as President and Co-Chief Executive Officer of the Company from September 2018 to May 2023, as Executive Vice President, General Counsel and Secretary from February 2016 to August 2018, and as Senior Vice President, General Counsel and Secretary from June 2009 to February 2016. Mr. Metz serves as executive chairman of our wholly owned subsidiary, Maiden Reinsurance Ltd. and is also chairman or a director of several of our wholly owned subsidiaries. Since December 2020, Mr. Metz has served on the board of managers of USQRisk Holdings, LLC, an alternative risk transfer managing general agent of which the Company is an investor. From 2007 to 2009, Mr. Metz served as Vice President, General Counsel - US Operations and Assistant Secretary of AmTrust. From 2004 to 2007, Mr. Metz served as Vice President, General Counsel and Secretary of a publicly-traded provider of information management and business process optimization solutions. Mr. Metz holds a B.S. from the University of Wisconsin - Madison and a J.D. from Fordham University School of Law. Mr. Metz serves on the Board of Advisors of the RAND Institute for Civil Justice, and formerly served as the Chair and Vice Chair of the Legal Subcommittee of the Legal and Government Affairs Committee of the Property Casualty Insurers Association of America, and also formerly served on the Board of Advisors of the RAND Center for Corporate Ethics and Governance. In selecting Mr. Metz as a director nominee, our Nominating and Corporate Governance Committee and Board of Directors considered Mr. Metz’s leadership role as the Company’s executive vice chairman and group president, his being a significant stakeholder developing and implementing the forward strategy and success of the Company, his vast experience working with and as a part of boards of directors, and his twenty years of experience in executive management at public companies. Raymond M. Neff, 82, has been a member of our Board of Directors since June 2007, and he currently serves as a member of the Audit Committee and as a member of the Compensation Committee. He is chairman and formerly CEO of Beacon Aviation Insurance Services since 2010, and on the board of directors of the not-for-profit Sarasota Gulf Coast CEO Forum. From 2007 to 2022, he was chairman of Sabal Palm Bank. Since 1999, Mr. Neff has served as President of Neff & Associates, Inc. and Insurance Home Office Services, LLC. He previously worked at the FCCI Insurance Group from 1986 to 1999, most recently as President and Chief Executive Officer from 1987 to 1999. He was previously Chairman of the Board of the Florida Workers' Compensation Joint Underwriting Association. Mr. Neff has held various positions at the Department of Labor and Employment Security and the Department of Insurance for the State of Florida. Mr. Neff previously worked at an insurance consulting group, a multi-line insurance agency and the Department of Insurance for the State of Michigan. Mr. Neff holds a B.S. in Mathematics and Accounting from Central Michigan University and an M.A. in Actuarial Science from the University of Michigan. Mr. Neff is a Member of the American Academy of Actuaries and an Associate of the Society of Actuaries. In selecting Mr. Neff as a director nominee, our Nominating and Corporate Governance Committee and Board of Directors considered Mr. Neff's deep understanding of the insurance industry, as well as his business activities and significant executive and finance experience. Yehuda L. Neuberger, 47, has been a member of our Board of Directors since January 2008. Mr. Neuberger is a private equity investor, investing across a broad spectrum of companies. Mr. Neuberger also serves in a leadership and board capacity with numerous, large not-for-profit organizations. Between December 2001 and December 2013, Mr. Neuberger held various senior leadership positions (including Executive Vice President and Director) at American Stock Transfer & Trust Company, LLC. Prior to joining American Stock Transfer, Mr. Neuberger practiced as an attorney with the law firm of Weil, Gotshal & Manges. Mr. Neuberger holds a B.S. from Johns Hopkins University and a J.D. from Harvard Law School. Mr. Neuberger is the son-in-law of George Karfunkel, who is a Founding Shareholder of the Company, as well as a major shareholder and a director of AmTrust. In selecting Mr. Neuberger as a director nominee, our Nominating and Corporate Governance Committee and Board of Directors considered Mr. Neuberger's business activities and significant executive and finance knowledge. In addition, our Nominating and Corporate Governance Committee and Board of Directors values Mr. Neuberger's extensive experience as a lawyer and as a director of other companies. Steven H. Nigro, 64, has been a member of our Board of Directors since July 2007, our Lead Independent Director since November 2016, our Vice Chairman since August 2018, and currently serves as Chair of the Audit Committee and as a member of the Compensation Committee. Mr. Nigro has over 35 years of experience in financial services and specializes in mergers and acquisitions and capital raising for the insurance industry. In September 2012, Mr. Nigro became the Managing Partner of TAG Financial Institutions Group, LLC, an investment and merchant bank focusing on the financial services industry with specific concentration in the insurance industry. Since October 2020, Mr. Nigro has served on the board of directors of PrimeOne Insurance Company, a specialty commercial lines carrier. From 2011 to 2012, he was the Managing Director and Head of the Financial Services practice at Allegiance Capital Corporation. In 2005, Mr. Nigro co-founded Pfife Hudson Group, an investment bank specializing in the insurance industry and previously served as a Managing Director at Rhodes Financial Group, LLC and Hales & Company, both financial advisory firms catering exclusively to the insurance industry. From 1994 to 1998, he was Chief Financial Officer and Treasurer and a Director of Tower Group, Inc., an insurance holding company where he was responsible for financial and regulatory management, strategic planning and corporate finance. Mr. Nigro served as a Director of Clear Blue Financial Holdings, LLC from October 2015 through September 2016. Mr. Nigro began his career with Arthur Young and Co. and is a Certified Public Accountant in New York. Mr. Nigro graduated from the University at Albany with a major in Accounting and minor in Economics. In July 2022, Mr. Nigro was awarded The Corporate Director Certificate from Harvard Business School, having completed qualifying programs in the areas of board leadership, oversight of financial reporting and internal control, and executive compensation. In selecting Mr. Nigro as a director nominee, our Nominating and Corporate Governance Committee and Board of Directors considered Mr. Nigro's extensive experience in the finance sector and his deep understanding of the insurance industry. Mr. Nigro's experience as a certified public accountant and an investment banker specializing in the insurance industry is valuable to our Nominating and Corporate Governance Committee and Board of Directors.

  4. Information about the Common Director Nominees

    Keith A. Thomas, 66, has been a member of our Board of Directors since December 2019, and he currently serves as Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee. Mr. Thomas has over 35 years of experience in capital markets, asset management and alternative investment sales. Since 2017, Mr. Thomas has been a principal at Blueprint Capital Advisors, a partner to sophisticated institutional investors in hedge fund and other alternative strategies. Since 2006, Mr. Thomas has served as a senior executive for marketing and business development at a number of institutional funds, including EIM Management (USA) Inc., a provider of hedge fund solutions for institutional investors, Muirfield Capital Management, a fund of hedge funds started by key executives from Donaldson, Lufkin & Jenrette Inc., and as an advisor to a number of emerging managers. Previously, Mr. Thomas served as Senior Vice President in derivative products departments at Smith Barney servicing institutional clients such as New York State Common Fund and the Inter-American Development Bank. Mr. Thomas attended Montclair State University. Mr. Thomas serves as a Trustee of The Lincoln Fund. He also was a founding board member of New York Cares and served as a trustee of the WNYC Radio Foundation for 25 years. In selecting Mr. Thomas as a director nominee, our Nominating and Corporate Governance Committee and Board of Directors considered Mr. Thomas' significant experience in capital markets, financing, investments and marketing. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL NOMINEES ABOVE.

  5. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  6. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards | All Other Compensation(5) | Total | | Patrick J. Haveron Chief Executive Officer and Chief Financial Officer | 2023 | $875,000 | $— | $789,315(2) | $39,507 | $1,703,822 | | | 2022 | $725,000 | $575,000 | $923,995(3) | $36,515 | $2,260,510 | | Lawrence F. Metz Executive Vice Chairman and Group President | 2023 | $725,000 | $100,000 | $649,315(4) | $147,002 | $1,621,317 | | | 2022 | $725,000 | $575,000 | $923,995(3) | $32,144 | $2,256,139 | | William T. Jarman Senior Vice President, Chief Actuary and Chief Risk Officer | 2023 | $437,610 | $150,000 | $175,000(6) | $2,727 | $765,337 | | | 2022 | $425,671 | $185,000 | $200,000(7) | $14,345 | $825,016 |

  7. 2023 SUMMARY COMPENSATION TABLE

    | (1) Amount shown reflects discretionary cash awards for Executive's performance during that year granted in the first quarter of the following year. | | (2) Represents the aggregate grant date fair market value of non-performance-based restricted share awards granted to the named executive officer as determined in accordance with Accounting Standards Codification Topic No. 718, "Compensation Stock Discussion," using the assumptions described in Note 14 to the Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 12, 2024. At the discretion of the Compensation Committee on March 17, 2023, Mr. Haveron was granted 230,434 restricted shares that will vest 50% on the first anniversary of the grant, and 50% on the second anniversary of the grant. The value of the restricted shares at grant date fair market value for Mr. Haveron was $530,000. At the discretion of the Compensation Committee on March 17, 2023, Mr. Haveron was also granted 112,745 common shares pursuant to the 2019 Omnibus Incentive Plan with immediate vesting with a grant date fair market value of $259,315. Because the achievement of the performance goals associated with the 2023 performance-based equity grants was not viewed as probable at the time of grant, there is no grant date fair value associated with the awards reflected in this column. Assuming the performance goals are achieved at the maximum level, the grant date fair value of the awards would be $795,000 and $795,000. Please see the “Outstanding Equity Awards at Fiscal Year-End 2023” for further information regarding the 2023 performance-based equity grants. | | (3) Represents the aggregate grant date fair market value of discretionary performance-based restricted share awards granted to the named executive officer as determined in accordance with Accounting Standards Codification Topic No. 718, "Compensation Stock Discussion," using the assumptions described in Note 14 to the Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 15, 2023. At the discretion of the Compensation Committee on March 15, 2022, Messrs. Metz and Haveron were each granted 362,351 restricted shares with immediate vesting. The value of the restricted shares at grant date fair market value for Messrs. Metz and Haveron were $923,995 each. (112,745 of those 362,351 shares awarded were based on certain quantitative and qualitative performance measures in the sole discretion of the Compensation Committee). Because the achievement of the performance goals associated with the 2022 performance-based equity grants was not viewed as probable at the time of grant, there is no grant date fair value associated with the awards reflected in this column. Assuming the performance goals are achieved at the maximum level, the grant date fair value of the awards would be $575,000. Please see the “Outstanding Equity Awards at Fiscal Year-End 2023” for further information regarding the 2023 performance-based equity grants. | | (4) Represents the aggregate grant date fair market value of non-performance-based restricted share awards granted to the named executive officer as determined in accordance with Accounting Standards Codification Topic No. 718, "Compensation Stock Discussion," using the assumptions described in Note 14 to the Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 12, 2024. At the discretion of the Compensation Committee on March 17, 2023, Mr. Metz was granted 169,565 restricted shares that will vest 50% on the first anniversary of the grant, and 50% on the second anniversary of the grant. The value of the restricted shares at grant date fair market value for Mr. Metz was $390,000. At the discretion of the Compensation Committee on March 17, 2023, Mr. Metz was also granted 112,745 common shares pursuant to the 2019 Omnibus Incentive Plan with immediate vesting with a grant date fair market value of $259,315. Because the achievement of the performance goals associated with the 2023 performance-based equity grants was not viewed as probable at the time of grant, there is no grant date fair value associated with the awards reflected in this column. Assuming the performance goals are achieved at the maximum level, the grant date fair value of the awards would be $585,000 and $585,000. Please see the “Outstanding Equity Awards at Fiscal Year-End 2023” for further information regarding the 2023 performance-based equity grants. | | (5) All other compensation amounts disclosed reflect costs related to supplemental allowance and executive life insurance for all three named executive officers. For Mr. Haveron, these amounts also include tax equalization and Bermuda Social Insurance. For Mr. Metz, these amounts also include board fees, executive physical, tax equalization and Bermuda Social Insurance. For Mr. Jarman, these amounts also include an executive physical. | | (6) Represents the aggregate grant date fair market value of non-performance based restricted share awards granted to the named executive officer as determined in accordance with Accounting Standards Codification Topic No. 718, "Compensation Stock Discussion," using the assumptions described in Note 14 to the Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 12, 2024. At the discretion of the Compensation Committee on March 17, 2023, Mr. Jarman was granted 76,086 restricted shares, vesting 100% on March 31, 2025. The restricted shares were awarded with voting and dividend rights. The value of the restricted shares at grant date fair market value for Mr. Jarman was $175,000. | | (7) Represents the aggregate grant date fair market value of non-performance based restricted share awards granted to the named executive officer as determined in accordance with Accounting Standards Codification Topic No. 718, "Compensation Stock Discussion," using the assumptions described in Note 14 to the Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 15, 2023. At the discretion of the Compensation Committee on March 15, 2022, Mr. Jarman was granted 78,431 restricted shares subject to a two-year vesting period. The restricted shares were awarded with voting and dividend rights. The value of the restricted shares at grant date fair market value for Mr. Jarman was $200,000. |

  8. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 The following table sets forth the option and share awards held by named executive officers as of December 31, 2023:

  9. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | | Option Awards | | | Share Awards | | | | | Name | Number of Securities Underlying Outstanding Options Exercisable (1) | Option Exercise Price | Option Expiration Date | Number of Shares That Have Not Vested | Market Value of Shares 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 | | Patrick J. Haveron | | | | 230,434(2) | $527,694 | 225,490(3) | $516,372 | | | | | | | | 172,826(4) | $395,772 | | | | | | | | 172,826(5) | $395,772 | | Lawrence F. Metz | | $— | 0 | 169,565(2) | $388,304 | 225,490(3) | $516,372 | | | | | | | | 127,174(4) | $291,228 | | | | | | | | 127,174(5) | $291,228 | | William T. Jarman | | | | 78,431(6) | $179,607 | — | $— | | | | | | 76,086(7) | $174,237 | | $— |

  10. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    1.To calculate the value in this column, the closing price of the Company's stock on the NASDAQ on December 29, 2023 of $2.29 was used. 2.These restricted shares were granted on March 17, 2023 and will vest 50% on the first anniversary of the grant, and 50% on the second anniversary of the grant. 3.These restricted shares were granted on March 15, 2022 and may be earned by the named executive starting at the conclusion of fiscal 2023 in the sole discretion of the Compensation Committee, upon the achievement of GAAP book value of at least $4.00 per share as established in the Company’s year-end audited financial statement. 4.These restricted shares were granted on March 17, 2023 and may be earned by the named executive starting at the conclusion of fiscal 2023 in the sole discretion of the Compensation Committee, upon the achievement of (i) total shareholder return of 10% or more, (ii) alternative investment portfolio return of 10% or more, and (iii) GAAP book value of at least $4.25 per share as established in the Company’s year-end audited financial statements. 5.These restricted shares were granted on March 17, 2023 and may be earned by the named executive starting at the conclusion of fiscal 2024 in the sole discretion of the Compensation Committee, upon the achievement of (i) total shareholder return of 10% or more, (ii) alternative investment portfolio return of 10% or more, and (iii) GAAP book value of at least $4.50 per share as established in the Company’s year-end audited financial statements. 6.These restricted shares were granted on March 15, 2022 and vest in full on March 31, 2024. 7.These restricted shares were granted on March 17, 2023 and vest in full on March 31, 2025.

  11. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL We do not maintain change in control agreements with any of our named executive officers and none of our equity awards vest upon a change in control of the Company. We do not provide for severance benefits for any of our named executive officers.

  12. PAY VERSUS PERFORMANCE COMPARISON

    PAY VERSUS PERFORMANCE COMPARISON The following table sets forth the additional compensation information, calculated in accordance with SEC regulations on pay for performance for our named executive officers as of December 31, 2023:

  13. PAY VERSUS PERFORMANCE COMPARISON

    | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | | Fiscal Year (1) | Summary Compensation Table Total for PEO Mr. Haveron(2) | Summary Compensation Table Total for PEO Mr. Metz(2) | Compensation Actually Paid to PEO Mr. Haveron(3) | Compensation Actually Paid to PEO Mr. Metz(3) | Summary Compensation Table for Non-PEO Named Executive Officer(2) | Compensation Actually Paid to Non-PEO Named Executive Officer(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) | Net (Loss) Income (in thousands) | | 2023 | $1,703,822 | $1,621,317 | $1,701,516 | $1,619,621 | $765,337 | $777,815 | $92.01 | $(38,569) | | 2022 | $2,260,510 | $2,256,139 | $2,177,900 | $2,173,529 | $825,016 | $717,434 | $84.80 | $(60,041) | | 2021 | $3,144,062 | $3,143,404 | $2,429,695 | $2,393,403 | $790,700 | $976,975 | $122.90 | $26,645 |

  14. PAY VERSUS PERFORMANCE COMPARISON

    1.Mr. Haveron served as the Company’s Chief Executive Officer and Chief Financial Officer since May 2023 and as Co-Chief Executive Officer and Chief Financial Officer from January to April 2023 and all of 2022 and 2021. Mr. Metz served as the Executive Vice Chairman and Group President since May 2023 and as President and Co-Chief Executive Officer from January to April 2023 and all of 2022 and 2021. Mr. Jarman was an NEO for the entirety of 2023, 2022 and 2021. 2.Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of Messrs. Haveron and Metz and (ii) the total compensation reported in the Summary Compensation Table for the applicable fiscal year for the Company’s NEO reported for the applicable year other than the PEOs for such years. 3.To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Messrs. Haveron and Metz and for the other NEO Mr. Jarman is set forth in the table immediately following these footnotes. 4.Pursuant to rules of the SEC, the illustration assumes $100 was invested on December 31, 2020 in our Common Shares. Historic common share price performance is not necessarily indicative of future common share price performance. To calculate the amounts reported in the “Compensation Actually Paid” columns in the table above, the following amounts were deducted from and added to (as applicable) our NEOs total compensation as reported in the Summary Compensation Table ("SCT") for our named executive officers as of the applicable year:

  15. PAY VERSUS PERFORMANCE COMPARISON

    | | | | Less: | Plus: | Plus (less): | | | | | | Name | Fiscal Year | SCT Total (a) | SCT Share Awards (b) | Fair Value of Share Awards Granted and Unvested in the Covered Year (c) | Change in Fair Value of Unvested Share Awards from Covered Years (d) | Fair Value of Share Awards Granted and Vested in the Covered Year (e) | Change in Fair Value of Share Awards from Prior Years that Vested in the Covered Year (f) | Change in Fair Value of Unvested Share Awards from Prior Years (g) | Compensation Actually Paid | | PEO Patrick J. Haveron | 2023 | $1,703,822 | $(789,315) | $527,694 | $— | $259,315 | $— | $— | $1,701,516 | | | 2022 | $2,260,510 | $(923,995) | $475,784 | $— | $575,000 | $(209,399) | $— | $2,177,900 | | | 2021 | $3,144,062 | $(1,811,702) | $558,395 | $— | $500,000 | $38,940 | $— | $2,429,695 | | PEO Lawrence F. Metz | 2023 | $1,621,317 | $(649,315) | $388,304 | $— | $259,315 | $— | $— | $1,619,621 | | | 2022 | $2,256,139 | $(923,995) | $475,784 | $— | $575,000 | $(209,399) | $— | $2,173,529 | | | 2021 | $3,143,404 | $(1,811,702) | $558,395 | $— | $500,000 | $3,306 | $— | $2,393,403 | | NEO William T. Jarman | 2023 | $765,337 | $(175,000) | $174,237 | $14,118 | $— | $(877) | $— | $777,815 | | | 2022 | $825,016 | $(200,000) | $165,257 | $46,209 | $— | $(77,381) | $(41,667) | $717,434 | | | 2021 | $790,700 | $(150,000) | $134,209 | $202,066 | $— | $— | $— | $976,975 |

  16. PAY VERSUS PERFORMANCE COMPARISON

    a.Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. b.Represents the grant date fair value of the share awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. c.Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested share awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. d.Represents the change in fair value during the indicated fiscal year of each share award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. e.Represents the fair value at vesting of the share awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. f.Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each share award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. g.Represents the fair value as of the last day of the prior fiscal year of the share awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. h.See footnote 1 in the pay for performance table for the NEOs included in the Summary Compensation Table for the indicated fiscal year. Relationship Between Pay and Performance We believe the “Compensation Actually Paid” in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance.” More specifically, our Compensation Committee believes that growth in our book value per common share and total common shareholder return are the biggest determinants of performance and our Compensation Committee’s evaluation of performance is heavily influenced by that objective. Additional focus on advancing specific elements of our revised strategy, including our current asset and capital management strategies and previously with development of our legacy platform, are all considered by our Compensation Committee in determining compensation awarded to our NEOs. While net income is not a pre-established goal under our executive compensation program, our “Compensation Actually Paid” for each of our NEOs declined when comparing 2021 to 2023. The decline in “Compensation Actually Paid” was aligned with the net income change and other influences on “Compensation Actually Paid”, such as share price and book value. We believe compensation is aligned with Total Shareholder Return given the considerable weight of equity awarded to our NEOs. For the period 2021 to 2023, our combined PEOs’ “Compensation Actually Paid” declined 31% while our non-PEO’s “Compensation Actually Paid” declined 20% as compared to a decline in net income of 245% and decline in TSR of 25% when comparing 2021 to 2023.

  17. DIRECTOR COMPENSATION FOR 2023

    DIRECTOR COMPENSATION FOR 2023 In 2023, we paid an annual retainer of $100,000 to each non-employee director of the Company. We also reimbursed our directors for reasonable expenses they incur in attending meetings of the Board of Directors or any of its committees. Directors may also be eligible in the future for awards under the Plan. Employee directors received no compensation for service on the Board of Directors or any board committee. For his service as Lead Independent Director, Mr. Nigro received an additional annual cash retainer of $20,000. Starting in fiscal year 2019, the Company changed its practice of awarding a fixed number of restricted share units to the non-employee directors and currently grants such directors $65,000 worth of compensation in the form of either restricted shares, share options or cash. For 2023, the compensation was granted in the form of restricted shares issued to each director except for Mr. Neuberger as discussed below. It is the Company's intention that annually, on or around June 1, each non-employee director will receive a grant of $65,000 worth of compensation which, if non-cash compensation, will vest on the first anniversary of the grant date. For his service as Lead Independent Director, Mr. Nigro will receive (in addition to the $20,000 additional annual cash retainer mentioned above) an additional $10,000 worth of compensation, on or around June 1, in the form of either restricted shares, share options or cash. On March 18, 2021, the Compensation Committee approved the disposition of Mr. Neuberger's restricted shares and share options in order to comply with restrictions on investments imposed in connection with his spouse's government service. His compensation continues to be paid in cash for annual retainer and board fees due to him in respect of his services to the Board. Mr. Zyskind has never accepted a retainer, any Board of Directors or committee fees or any options or other equity-based awards for his service as non-executive Chairman of our Board of Directors. The following table provides the amount of compensation paid to the non-employee directors of the Company for 2023:

  18. DIRECTOR COMPENSATION FOR 2023

    | Name | Fees Earned or Paid in Cash (1) | Restricted Shares (2) | Total | | Barry D. Zyskind | $— | $— | $— | | Holly L. Blanchard | 125,000 | 65,000 | 190,000 | | Simcha G. Lyons | 100,000 | 65,000 | 165,000 | | Raymond M. Neff | 100,000 | 65,000 | 165,000 | | Yehuda L. Neuberger | 165,000 | — | 165,000 | | Steven H. Nigro | 145,000 | 75,000 | 220,000 | | Keith A. Thomas | 125,000 | 65,000 | 190,000 |

  19. DIRECTOR COMPENSATION FOR 2023

    (1)The amounts represent the annual cash retainer paid for Board service and committee meetings. (2)These amounts represent the aggregate grant date fair value of restricted shares awarded to the directors determined in accordance with ASC 718, as described in "Note 14. Share Compensation and Pension Plans" to the Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 12, 2024 for the fiscal year 2023. The following table represents the share awards and options outstanding at December 31, 2023 for each director:

  20. DIRECTOR COMPENSATION FOR 2023

    | Name | Grant Date Fair Value | Stock Awards (1) | Options Outstanding at December 31, 2023 | | Barry D. Zyskind | $— | — | — | | Holly L. Blanchard | 65,000 | 31,862 | — | | Simcha G. Lyons | 65,000 | 31,862 | 18,000 | | Raymond M. Neff | 65,000 | 31,862 | 18,000 | | Yehuda L. Neuberger | — | — | — | | Steven H. Nigro | 75,000 | 36,764 | 18,000 | | Keith A. Thomas | 65,000 | 31,862 | — |

  21. DIRECTOR COMPENSATION FOR 2023

    (1) These restricted shares were issued on June 1, 2023 and are scheduled to vest in full on June 1, 2024.