Not independent
Tenure on this board
2.4 yrs
11 nominees · 3 ballot items.
Shareholders will vote to (1) elect eleven directors to serve until the 2027 annual meeting, (2) ratify Deloitte Ltd. as the Company’s independent auditors for the 2026 fiscal year, and (3) cast a non-binding advisory “Say-on-Pay” vote to approve the Company’s executive compensation disclosure.
Elect eleven (11) directors to the Board to serve until the 2027 Annual General Meeting — nominees: Greg Richardson, David Einhorn, Johnny Ferrari, Ursuline Foley, Leonard Goldberg, Victoria Guest, Ian Isaacs, Bryan Murphy, Joseph Platt, Daniel Roitman and Ariel Warszawski.
Ratify the appointment of Deloitte Ltd. as the Company’s independent auditors for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the Company’s disclosed executive compensation practices for the named executive officers, including the Compensation Discussion & Analysis, summary compensation tables and accompanying narrative. Management is seeking a shareholder endorsement to confirm that its multi-component pay program — consisting of base salary, an annual cash short-term incentive tied to Adjusted Operating Profit (AOP), and long-term equity awards (time-vesting RSUs and performance-vesting RSUs tied to fully diluted book value per share growth and combined ratio) — appropriately aligns management incentives with long-term shareholder value. The Company discloses target bonus percentages, the weighting between company and individual performance, and detailed terms of the 2023 Omnibus Incentive Plan and RSU performance metrics, and highlights safeguards including clawback provisions, share ownership guidelines and independent consultant review by Mercer. The Board emphasizes that the Say-on-Pay vote is advisory and non-binding but will be considered by the Compensation Committee in future decisions; the proxy notes prior shareholder support (over 95% in 2025) and states the Board’s unanimous recommendation to vote FOR. From a governance perspective, key contextual points are that a majority-independent Board oversees compensation, the Compensation Committee uses a refreshed peer group for benchmarking, and equity awards include multi-year performance periods with challenging targets (e.g., fully diluted book value and combined ratio thresholds). Investors evaluating this proposal should weigh the strength of the link between pay and multi-year performance metrics, the presence of anti-excess-risk features (balanced pay mix, clawbacks), recent company financial performance (positive net income, upgraded AM Best ratings) and historical shareholder support, against potential concerns such as the absolute quantum of awards to executives and related-party connections between certain directors and Greenlight-affiliated investment advisors. The Board’s rationale for recommending a FOR vote is that the program is designed to incentivize long-term value creation while maintaining retention and competitive pay, and the Compensation Committee retained independent advisors and conducted peer benchmarking and program reviews to support its decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.96% | 1,643,663 | $28M |
| 2 | PRIVATE MANAGEMENT GROUP INC | 4.49% | 1,488,181 | $26M |
| 3 | MORGAN STANLEY | 3.97% | 1,318,307 | $23M |
| 4 | CWA Asset Management Group, LLC | 3.49% | 1,158,055 | $20M |
| 5 | BlackRock, Inc. | 3.00% | 996,371 | $17M |
| 6 | BlackRock, Inc. | 2.91% | 966,237 | $17M |
| 7 | AMERIPRISE FINANCIAL INC | 1.97% | 652,678 | $11M |
| 8 | STATE STREET CORP | 1.80% | 596,163 | $10M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.62% | 538,376 | $9M |
| 10 | AMERICAN CENTURY COMPANIES INC | 1.33% | 441,789 | $8M |
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