0001385613false00013856132023-11-032023-11-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
November 3, 2023
Date of report (Date of earliest event reported)
GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter)
| | | | | | | | |
| Cayman Islands | 001-33493 | N/A |
(State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS employer identification no.) |
| 65 Market Street | | |
| Suite 1207, Jasmine Court | | |
| P.O. Box 31110 | | |
| Camana Bay | | |
| Grand Cayman | | |
| Cayman Islands | | KY1-1205 |
| (Address of principal executive offices) | | (Zip code) |
(205) 291-3440
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | | | | | | | |
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Ordinary Shares | GLRE | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On November 8, 2023, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the third quarter and nine months ended September 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
In accordance with general instruction B.2 to Form 8-K, the information set forth in this Item 2.02 (including Exhibit 99.1) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Leadership Changes
On November 7, 2023, the Registrant issued a press release announcing that Greg Richardson will be appointed Chief Executive Officer effective as of January 1, 2024. Mr. Richardson will succeed Simon Burton, who is leaving the Registrant on December 31, 2023. A copy of the press release is filed as Exhibit 99.2 hereto and incorporated herein by reference.
CEO Appointment and Agreement
On November 3, 2023, the Registrant, Greenlight Reinsurance, Ltd. (“Greenlight Re,” together with the Registrant, the “Employer”), and Mr. Richardson entered into an Employment Agreement, with a commencement date of January 1, 2024 (the “Richardson Agreement”).
The Richardson Agreement provides that Mr. Richardson will serve as the Chief Executive Officer and will be entitled to receive (i) an annual base salary of USD $800,000 (pro-rated for partial years), (ii) an annual bonus with a target bonus opportunity of 100% of his base salary, based on certain performance metrics, as determined by the Board of Directors of the Registrant or Compensation Committee thereof pursuant to the Registrant’s short-term incentive plan, as in effect from time to time and (iii) and an equity annual award opportunity under the Greenlight Capital Re., Ltd. 2023 Omnibus Incentive Plan (the “Incentive Plan”), as in effect from time to time, with a grant date target fair value of 150% of base salary. In addition, promptly following Mr. Richardson’s commencement of employment, he will be granted stock options 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 as determined under the Incentive Plan, which 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.
In the event Mr. Richardson’s employment is terminated by the Employer without Cause or by Mr. Richardson for Good Reason (each as defined in the Richardson Agreement), in addition to any accrued but unpaid base salary and vacation through the date of termination, any unpaid annual bonus for the year preceding the year of termination and any statutory severance, if any (the “Accrued Obligations”), subject to the execution of a release and certain other conditions, Mr. Richardson will be entitled to receive: (i) a prorated annual bonus for the year of termination based on actual performance, (ii) an amount equal to one (1) times the sum of Mr. Richardson’s annual base salary and target bonus opportunity (reduced by the amount of any statutory severance that is payable to Mr. Richardson), which shall be payable over 12 months, (iii) full vesting of time vesting restricted shares awarded to Mr. Richardson, (iv) continued eligibility to vest in performance vesting restricted shares granted to him and (v) reimbursement for certain relocation expenses. In the event Mr. Richardson’s employment is terminated for any other reason, he shall only be entitled to receive the Accrued Obligations.
Pursuant to the terms of the Richardson Agreement, it is contemplated that Mr. Richardson will become a member of the Registrant’s board of directors on January 1, 2024.
The Richardson Agreement contains customary restrictive covenants, including restrictions related to non-competition, non-solicitation of customers, confidentiality, non-disparagement, non-disclosure of proprietary information and ownership of Employer work product and information.
Mr. Richardson, aged 62, previously served as Chief Risk and Strategy Officer of TransRe from 2014 to 2023. Prior to that he held strategic planning and underwriting roles and served as Chief Underwriting Officer at Harbor Point Re (which merged with Max Re Capital to form Alterra Re) from 2006 to 2013. Mr. Richardson graduated with a B.Sc. Honors in Mathematics from Purdue, was a Marshall Scholar at Oxford University, and obtained his MBA in Finance from the University of Chicago.
There are no arrangements or understandings between Mr. Richardson and any other persons pursuant to which Mr. Richardson was appointed Chief Executive Officer. There are no family relationships between Mr. Richardson and any other director or executive officer of the Registrant, or any persons nominated or chosen by the Registrant to be a director or executive officer. There are no transactions to which the Registrant is a party and in which Mr. Richardson has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
CEO Separation Agreement and Consulting Agreement
On November 3, 2023 (the “Effective Date”), Simon Burton and the Employer executed a Deed of Settlement and Release (the “Separation Agreement”), pursuant to which Mr. Burton’s employment with the Employer will terminate by mutual consent effective as of December 31, 2023 (the “Separation Date”). In addition, as of the Effective Date, Mr. Burton will resign from all officer, board, committee, and other appointments or positions held in respect of the Employer and any associated entities.
The Separation Agreement provides that Mr. Burton will receive benefits, consisting of (i) a cash severance amount equal to $2,400,000, less applicable taxes and deductions and any applicable statutory severance payable to Mr. Burton, payable over eighteen (18) months in substantially equal monthly installments commencing on the sixtieth (60th) day after the Separation Date, (ii) payment equivalent to statutory severance, (iii) full vesting of time vesting restricted shares awarded to Mr. Burton, (iv) continued eligibility to vest in performance vesting restricted shares granted to him, (v) continued payment of base salary
for the period from January through April 30, 2024, which corresponds to the 180-day notice period required under his employment agreement and (vi) a grant of performance vesting restricted shares with a grant date value of $1.6 million to be made at such time as grants are generally made to other executive in or about March of 2024. Additionally, under the terms of the Separation Agreement, Mr. Burton is entitled to any accrued and unpaid base salary through the Effective Date, unreimbursed expenses, accrued but unused vacation pay in accordance with the terms of the Employer’s policy, and the annual bonus for 2023. As consideration for the foregoing, Mr. Burton has agreed to a general release of all claims against the Employer and its affiliates. The Separation Agreement confirms that certain provisions contained in Mr. Burton’s amended and restated employment agreement with the Employer, dated January 1, 2022, including confidentiality, non-competition, certain restrictions relating to the disclosure of proprietary information, and ownership of the Employer work product, shall remain in full force and effect. The Separation Agreement also contains customary terms applicable to the departure of an executive of the Employer, including confidentiality and mutual non-disparagement. Mr. Burton also agrees to cooperate with transitioning his role and to provide information upon request and to assist certain legal and regulatory matters.
The descriptions of the Richardson Agreement and the Separation Agreement herein do not purport to be complete and each is qualified in its entirety by reference to the full text of the Richardson Agreement and the Separation Agreement, respectively, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | |
| Exhibit No. | Description of Exhibit |
| 10.1 | |
| 10.2 | |
| 99.1 | |
| 99.2 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | GREENLIGHT CAPITAL RE, LTD. |
| | (Registrant) |
| | | |
| | By: | /s/ Faramarz Romer |
| | Name: | Faramarz Romer |
| | Title: | Chief Financial Officer |
| | Date: | November 8, 2023 |
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (as it may be amended, the “Agreement”), dated as of November 3, 2023, is made between:
(1) Greenlight Capital Re, Ltd. (the “Company”) and Greenlight Reinsurance, Ltd. (the “Subsidiary” and together with the Company, the “Employer”); and
(2) Greg Richardson (the “Executive”).
(Each a “Party” and together the “Parties”).
WHEREAS,
(a) the Employer desires to employ the Executive as the Chief Executive Officer (“CEO”) of the Employer (the “Employment”) commencing on January 1, 2024 (the “Commencement Date”);
(b) the Executive desires to render services as the CEO of the Employer; and
(c) the Parties intend for this Agreement to set forth all the terms and conditions of the Employment effective upon the Commencement Date and supersede and replace all prior agreements, arrangements, representations and/or undertakings between the Parties regarding the Employment.
IT IS HEREBY AGREED AS FOLLOWS:
1. Employment.
1.1 Subject to the terms and conditions contained in this Agreement the Employer agrees to employ the Executive as the CEO effective as of the Commencement Date, and the Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.
2. Employment Period.
2.1 The period of Employment of Executive by the Employer under this Agreement (the “Employment Period”) shall commence on the Commencement Date and shall continue until terminated by either Party in accordance with Section 9 of this Agreement.
2.2 Each of this Agreement and the Employment is conditioned upon (i) the Employer obtaining a work permit in respect of the Cayman Islands and (ii) the Executive maintaining the right to live and work in the Cayman Islands. The Employer shall use commercially reasonable efforts to obtain and maintain necessary work permits and shall pay the costs associated with such efforts.
3. Position and Duties.
3.1 During the Employment Period, the Executive shall serve as CEO and report directly to the Board of Directors of the Company (the “Board”).
3.2 During the Employment Period, the Executive shall have those powers and duties ordinarily associated with the position of CEO and such other powers and duties
as may reasonably be prescribed by the Board; provided that, such other powers and duties are consistent with Executive’s position as CEO and do not violate any applicable laws or regulations.
3.3 The Executive shall perform Executive’s duties to the best of Executive’s abilities and shall devote all of Executive’s working time, attention and energies to the performance of Executive’s duties for the Employer. The Executive shall not accept any other post, role, board position or employment during the Employment Period without having first obtained the written consent of the Board or the Board’s designee.
3.4 During the Employment Period, it is anticipated that Executive shall also serve as a member of the Board for no additional compensation, subject to his continued election to serve on the Board by the Company’s shareholders. If requested by the Board, Executive shall also serve as an officer and/or director of other subsidiaries or affiliates of the Employer for no additional compensation. In the event that this Agreement is terminated by either Party pursuant to Section 9 hereof the Executive shall resign as a member of the Board and as an officer and/or director of other subsidiaries or affiliates of the Employer as of the effective date of such termination.
3.5 The Executive’s normal hours of work and standard work week shall be as set forth in the Employer’s published employee handbook, as may be amended from time to time. As an employee of professional and managerial level, the Executive will work such additional hours in excess of his standard work week as are necessary to properly discharge Executive’s duties and hereby waives any entitlement to overtime pay in respect of such additional hours or for any hours worked on a public holiday.
4. Place of Performance.
4.1 The Executive’s principal place of work shall be the Employer’s premises in the Cayman Islands.
4.2 The Executive may be required to travel and work overseas insofar as is necessary to discharge Executive’s duties and meet the business needs of the Employer. At all times the Executive shall conduct the business needs of the Employer in such a manner as to ensure that neither the Executive nor the Employer is deemed to be engaged in a trade or business within the United States of America.
5. Compensation and Related Matters.
5.1 During the Employment Period, the Subsidiary shall pay the Executive a base salary of US $800,000 per annum (pro-rated for partial years) (the “Base Salary”), such salary to be paid in accordance with the Company’s payroll practices, by direct deposit to a bank account nominated by the Executive.
5.2 The Executive shall be paid the Base Salary gross, and the Executive shall be solely responsible for the payment of any national, state or federal taxes or similar obligations to which he may be liable from time to time and the filing of any documents or returns that may be required in connection therewith.
5.3 During the Employment Period, the Board and/or the Compensation Committee of the Board (the “Compensation Committee”) shall periodically review the
Executive’s Base Salary for increase, but not decrease, consistent with the compensation practices and guidelines of the Subsidiary. If the Executive’s Base Salary is increased by the Board or the Compensation Committee, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement.
5.4 The Executive hereby consents to all deductions as may be required by law to be made by the Employer from the Base Salary.
5.5 During the Employment Period, the Subsidiary shall promptly reimburse the Executive for all actual, reasonable, documented out-of-pocket expenses properly incurred by the Executive in the ordinary course of the Employer’s business that are reported and evidenced to the Subsidiary in accordance with its published expense reimbursement policies and procedures. In addition, the Subsidiary shall promptly reimburse Executive for (i) up to an aggregate of $5,000 per year for actual, reasonable, documented out-of-pocket fees and expenses incurred in connection with personal tax preparation (ii) up to an aggregate of $50,000 for actual, reasonable, documented out-of-pocket relocation expenses from the United States to the Cayman Islands, including relocation of Executive’s and his family’s personal property and travel expenses for house hunting.
5.6 In addition to Base Salary, during the Employment Period beginning with calendar year 2024, the Executive shall be eligible to be considered for an annual bonus (the “Bonus”) with a target of one hundred percent (100%) of Base Salary (the “Target Bonus”) based on certain performance metrics, financial or otherwise, as determined by the Board or the Compensation Committee in accordance with and subject to the terms and conditions of the Company’s short-term incentive plan, as in effect from time to time and as it may be amended from time to time in the Employer’s sole discretion or any successor plan thereto (the “STIP”). For 2024, the Bonus metrics will be based 50% on individual performance criteria and 50% on Company performance criteria applicable to bonus plan participants generally.
6. Leave.
6.1 During the Employment Period, the Executive shall be entitled to 25 days of paid vacation per calendar year, in addition to Cayman Islands public holidays, in accordance with and subject to the terms and conditions of the Employer’s published employee handbook, as may be amended from time to time, which shall be taken at a time mutually agreed with the Employer.
6.2 During the Employment Period, the Executive shall be entitled to a maximum of ten days paid sick leave per year, such leave to be taken only when sick or otherwise incapacitated from work. The Employer shall in its discretion be entitled to request the production of a doctor’s note in support of any such absence.
6.3 During the Employment Period, the Executive shall also be entitled to compassionate, adoption and such other leave as may be prescribed by law.
7. Benefits.
7.1 During the Employment Period, the Executive shall participate in pension and medical benefits and other employee benefits in accordance with applicable law and with the Company’s policies, as in effect from time to time.
8. Equity-Based Awards.
8.1 During the Employment Period, the Executive shall be eligible to receive equity-based awards in accordance with and subject to the terms and conditions of the Greenlight Capital Re., Ltd. 2023 Omnibus Incentive Plan (as it may be amended or amended and restated or modified from time to time) or any successor plan (the “Incentive Plan”). Executive will be eligible for an annual Incentive Plan award opportunity with a grant date target fair value of 150% of Base Salary. For 2024, Executive’s equity award will be 33% time-vesting in three annual installments (except as otherwise provided in this Agreement or the Incentive Plan) and 67% will be performance-vesting based on criteria applicable to Incentive Plan participants generally as established by the Compensation Committee. For the avoidance of doubt, the grant of any award under the Incentive Plan is entirely within the discretion of the Board and the Compensation Committee, and after 2024, any such award may consist of time-based and/or performance-based awards as determined by the Committee.
8.2 If the Executive’s employment is terminated by the Employer without Cause or due to Disability, by the Executive for Good Reason, or upon death (each, a “Qualifying Termination”), in each case, subject to Executive’s continued compliance with any restrictive covenants by which he may be bound and the release requirements (described in Sections 8.3 and 8.4), any (i) outstanding unvested time-based Incentive Plan awards, if any, shall fully vest and (ii) a prorated portion of the outstanding unvested performance-based Incentive Plan awards, if any, shall remain outstanding through the applicable performance period and shall be eligible to vest in accordance with the applicable performance criteria, with such proration based on a fraction, the numerator of which is the number of days elapsed in the performance period through the date the employment is terminated and the denominator of which is the number of days in the performance period.
8.3 The Executive acknowledges and agrees that the benefits set forth in this Section 8.2 constitute liquidated damages for termination of the Employment Period and his Employment and that prior to receiving any such benefits under this Section 8.2, and as a material condition thereof, Executive shall sign, deliver and agree to be bound by a separation agreement and general release of claims against the Employer and its affiliates related to the Employment and its termination with the Employer in such form as the Board or the Compensation Committee reasonably determines (the “Release”).
8.4 Notwithstanding anything herein to the contrary, if the Executive should fail to execute such Release within 45 days following the later of (i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within ten (10) business days following his date of termination and, if not timely delivered, this release condition will be deemed waived by the Employer with respect to payments under
this Section 8), neither the Company nor the Subsidiary shall have any obligation with respect to the vesting and benefits contemplated under this Section 8.
8.5 On termination by the Company for Cause all unvested Incentive Plan awards, unexercised Incentive Plan awards, and all unsettled Incentive Plan awards, as applicable, shall be cancelled and shall be immediately forfeited.
8.6 On termination by the Executive without Good Reason, all unvested Incentive Plan awards shall be cancelled and shall be immediately forfeited.
8.7 Promptly following Executive’s commencement of employment, Executive will be granted stock options with a ten (10) year term under the Incentive Plan 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 as determined under the 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 Executive’s employment on the applicable vesting date. All unvested Options will automatically terminate without consideration on termination of Executive’s employment upon death, due to Disability or by Executive without Good Reason. All unvested Options shall become fully vested upon (i) a termination without Cause or for Good Reason and (ii) a Change in Control (as defined in the Incentive Plan) subject to Executive’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 the Executive’s employment is terminated for Cause.
9. Termination.
9.1 The Employment and the Employment Period may be terminated under the following circumstances:
9.1.1 Death. The Employment Period and the Employment hereunder shall terminate automatically upon the Executive’s death;
9.1.2 Disability. If, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been substantially unable to perform his duties hereunder for an entire period of at least 90 consecutive days or 180 non-consecutive days within any 365-day period (“Disability”), the Employer shall have the right to terminate the Employment and the Employment Period without further notice and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement.
9.1.3 Cause. The Employer shall have the right to terminate the Employment and the Employment Period for Cause without notice, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, “Cause” shall mean:
(a) Serious Misconduct (as defined below) on the part of the Executive;
(b) Further misconduct on the part of the Executive within twelve (12) months following the issue of a formal written warning in respect of misconduct;
(c) Any act or omission that constitutes a material breach of any provision of this Agreement that is not cured, if curable, within ten (10) days after written notice thereof;
(d) Impeding or failing to materially cooperate with any investigation by the Company or any of its subsidiaries and/or affiliates (collectively, the “Group”);
(e) A material breach of fiduciary duty by the Executive;
(f) The failure, refusal or neglect by the Executive to perform, in any material respect, Executive’s duties hereunder or the failure, refusal or neglect to follow any lawful and reasonable direction in a satisfactory manner within ten (10) days of the issue of a formal written warning in respect thereof; or
(g) The failure by Executive to maintain the right to live and work in the Cayman Islands.
9.1.4 Serious Misconduct includes (but is not limited to):
(a) Habitual drug or alcohol use which impairs the ability of the Executive to perform Executive’s duties hereunder (other than where such drug is prescribed and administered in accordance with the instructions of a qualified physician);
(b) Commission of a criminal offence relevant to the Employment (other than a minor traffic offence);
(c) Violation of the Restrictive Covenants set forth in Section 11 of this Agreement;
(d) Fraud, dishonesty, embezzlement or misuse of funds or property belonging to any member of the Group;
(e) Violation by the Executive of the written policies or code of conduct of any member of the Group that could reasonably be expected to be materially detrimental or damaging (financial, reputational, operational, business relations or otherwise) to any member of the Group; or
(f) Any willful acts, omissions or statements by the Executive that could reasonably be expected to be materially detrimental or damaging (financial, reputational, operational, business relations or otherwise) of any member of the Group.
The Board or the Compensation Committee, in good faith, shall determine all matters and questions relating to whether Cause exists.
9.2 Investigation. The Employer shall have the right to suspend the Executive with pay in order to investigate any event which it reasonably believes may provide a basis for the Employer to terminate the Employment and the Employment Period for Cause during which period the Executive may be excluded from the Employer’s offices and/or business and such action shall not give the Executive Good Reason to terminate the Employment or the Employment Period.
9.3 Good Reason. The Executive may terminate the Employment and the Employment Period for “Good Reason” within ninety (90) days after the occurrence, without Executive’s consent, of any one of the events defined below that has not been cured, if curable, within thirty (30) days after written notice thereof has been given by the Executive to the Employer (the “Cure Period”) and such termination, which shall be effective promptly at the end of the Cure Period, in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. Good Reason shall be limited to the following: (i) any material and adverse change to the Executive’s title or duties that is inconsistent with his duties set forth herein; (ii) a reduction of the Executive’s Base Salary; or (iii) a failure by the Employer to comply with any other material provisions of this Agreement.
9.4 Without Good Reason. The Executive shall have the right to terminate the Employment Period and the Employment hereunder without Good Reason by providing the Employer with a Notice of Termination (as defined below) at least ninety (90) days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the term “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s Employment under the provision so indicated, and (iii) if the date of termination is other than the date of receipt of such notice, specifies the termination date.
9.5 Without Cause. The Employer shall have the right to terminate the Employment Period and the Employment without Cause (other than due to Disability) at any time by providing the Executive with a Notice of Termination at least ninety (90) days prior to such termination and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement.
9.6 Garden Leave and Termination. Having provided a Notice of Termination in accordance with Section 9.5 above the Employer may in its absolute discretion:
9.6.1 terminate the Employment immediately; provided that, in addition to any other rights, compensation and/or benefits as may be due to Executive in accordance with this Agreement and subject to the satisfaction of the requirements set forth Section 10.2 and 10.3 hereof, (i) any pro-rata portion of Executive’s Base Salary that would have been earned through the date that is ninety (90) days following the Notice of Termination shall be payable to the Executive in accordance with 10.5.1(a) hereof and (ii) any pro-rata Bonus that would have been earned under the terms of the STIP or any other applicable cash compensation plan through the date that is ninety (90) days following the Notice of Termination shall be payable to Executive in accordance with Section 10.5.1(b) of hereof; or
9.6.2 place the Executive on ‘garden leave’ at any time for some or all of the period of notice whereby he will not be required to attend for work at the Employer’s premises unless expressly required to do so. During any period of garden leave the Executive remains an employee of the Employer and fully bound by the terms of this Agreement, but shall not take any action in the name of the Employer, hold themselves out as acting for or on behalf of the Employer, or render any services to the Employer unless expressly instructed to do so.
10. Compensation Upon Termination.
10.1 In the event the Employment Period and the Executive’s Employment is terminated other than due to the Executive’s death, the Subsidiary shall provide the Executive with the payments set forth below and shall not be required to provide any other payments, rights or benefits to the Executive upon such termination.
10.2 The Executive acknowledges and agrees that the payments and benefits set forth in this Section 10 constitute liquidated damages for termination of the Employment Period and his Employment and that prior to receiving any such payments under this Section 10, other than the Accrued Obligations (as defined below), and as a material condition thereof, Executive shall sign, deliver and agree to be bound by a separation agreement and general release of claims (a “Release”) against the Employer and its affiliates related to the Employment and its termination with the Employer in such form as the Board or the Compensation Committee reasonably determines.
10.3 Notwithstanding anything herein to the contrary, if the Executive should fail to execute such Release within forty-five (45) days following the later of (i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within ten (10) business days following his date of termination and, if not timely delivered, this release condition will be deemed waived by the Employer with respect to payments under this Section 10), neither the Company nor the Subsidiary shall have any obligation to make the payments contemplated under this Section 10 (other than the Accrued Obligations);
10.4 Any Release provided pursuant to this Section 10 shall not limit, release or waive the Executive’s right to indemnification as provided for by this Agreement or otherwise by law or contract.
Upon the Executive’s termination of employment for any reason, upon the request of the Board, he shall immediately resign any membership or positions that Executive then holds with any member of the Group.
10.5 If the Executive’s employment is terminated by the Employer (whether before or after a Change in Control) without Cause (other than due to Disability) or by the Executive for Good Reason:
10.5.1 the Subsidiary shall pay or provide to the Executive:
(a) Executive’s accrued, but unpaid Base Salary earned through the date of termination and any accrued, but unused vacation pay through the date of termination, payable as soon as practicable
following such termination, but in no event later than 60 days following the date of termination;
(b) any earned, but unpaid Bonus earned under the terms of the STIP or any other applicable cash compensation plan of the Company for years prior to the year in which the date of termination occurs payable in accordance with the terms of such plan;
(c) reimbursement to Executive, pursuant to Section 5.5, for reasonable expenses incurred by the Executive, but not paid prior to termination of Employment, contingent upon the availability of appropriate evidence;
(d) any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Employer (Sections 10.5.1(a) through 10.5(d), collectively, the “Accrued Obligations”);
(e) the Bonus, if any, the Executive would have earned under the STIP for the year of termination based on actual performance had the Executive’s employment not terminated for any objectively determinable targets and assuming all discretionary components have been achieved at target, pro-rated based on the number of days the Executive was employed by the Employer during such year over the number of days in such year (the “Pro-Rated Bonus”), which Pro-Rated Bonus shall be payable in accordance with the terms of the STIP (provided the Executive does not breach this Agreement following his termination in which case all payments under this clause shall cease) but in all events within 120 days following the year in which the date of termination occurs, or if later, within 30 days following the date on which the Company files its annual report on Form 10-K for such year; and
(f) up to an aggregate of $50,000 in reimbursement for relocation expenses from the Cayman Islands to the United States, including relocation of Executive’s and his family’s personal property.
10.5.2 Subject to Executive’s not breaching this Agreement following termination and Executive’s continued compliance with any restrictive covenants by which the Executive may be bound, the Subsidiary shall pay or cause to be paid or provided to the Executive an amount equal to one (1) times the sum of Executive’s annual Base Salary and Target Bonus payable in substantially equal installments over the twelve (12) month period following the date of termination in accordance with the Subsidiary’s regular payroll practices; and provided, however, that the first payroll payment shall be made on the first regularly scheduled payroll date following the sixtieth (60th) day following the date of Executive’s termination of employment and shall include payments of any amounts that would otherwise be due prior thereto.
10.5.3 Any payment made pursuant to Section 10.5.2 above shall be reduced by the amount of any statutory severance paid or payable to the Executive pursuant to Section 10.5.2.
10.6 If the Employment Period and Executive’s Employment is terminated by the Employer for Cause or by the Executive without Good Reason, the Subsidiary shall pay the Executive, the Accrued Obligations.
10.7 In the event the Employment Period and Executive’s Employment is terminated by the Employer due to Disability pursuant to Section 9.1.2 hereof, the Subsidiary shall pay the Executive, the Accrued Obligations and the Pro-Rated Bonus.
10.8 If the Employment Period and Executive’s Employment terminates due to the Executive’s death, the Subsidiary shall pay the Executive’s beneficiary, legal representatives or estate, as the case may be, the Accrued Obligations and the Pro-Rated Bonus.
11. Restrictive Covenants.
11.1 The Executive acknowledges that: (i) as a result of the Executive’s employment by the Employer, the Executive has obtained and will obtain Confidential Information (as defined below); (ii) the Confidential Information has been developed and created by the Group at substantial expense and the Confidential Information constitutes valuable proprietary assets; (iii) the Group will suffer substantial damage and irreparable harm that will be difficult to compute if, during the Employment Period or at any time thereafter, Executive should enter a Competitive Business (as defined herein) in violation of the provisions of this Agreement; (iv) the nature of the Group’s business is such that it could be conducted anywhere in the world and that it is not limited to a geographic scope or region; (v) the Group will suffer substantial damage that will be difficult to compute if, during the Employment Period or at any time thereafter, the Executive should solicit or interfere with the Group’s employees, clients or customers or should divulge Confidential Information relating to the business of the Group; (vi) the provisions of this Agreement are reasonable and necessary for the protection of the business of the Group; (vii) the Employer would not have hired or continued to employ the Executive; and (viii) the provisions of this Agreement will not preclude the Executive from other gainful employment.
11.2 “Competitive Business” as used in this Agreement shall mean any business which competes, directly or indirectly, with any aspect of any member of the Group’s business.
11.3 “Confidential Information” as used in this Agreement shall mean any and all confidential and/or proprietary knowledge, data, or information of any member of the Group including, without limitation, any:
11.3.1 trade secrets, drawings, inventions, methodologies, mask works, ideas, processes, formulas, source and object codes, data, programs, software source documents, works of authorship, know-how, improvements, discoveries, developments, designs and techniques, and all other work product of any member of the Group, whether or not patentable or registrable under trademark, copyright, patent or similar laws in any jurisdiction;
11.3.2 information regarding plans for research, development, new service offerings and/or products, marketing, advertising and selling, distribution, business plans, business forecasts, budgets and unpublished financial
statements, licenses, prices and costs, suppliers, customers or distribution arrangements;
11.3.3 any information regarding the skills and compensation of employees, suppliers, agents, and/or independent contractors of any member of the Group;
11.3.4 concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of any member of the Group;
11.3.5 information about any member of the Group’s investment program, trading methodology, or portfolio holdings; or
11.3.6 any other information, data or the like that is labeled confidential or orally disclosed to the Executive on terms of confidentiality.
11.4 The Executive agrees not to, at any time, either during the Employment Period or at any time thereafter, divulge, use, publish or in any other manner reveal, directly or indirectly, to any person, entity, firm, corporation or any other form of business organization or arrangement and keep in the strictest confidence any Confidential Information, except:
11.4.1 as may have been necessarily disclosed by the Executive in the good faith performance of his duties hereunder;
11.4.2 with the express written consent of a duly authorized officer of the Employer (other than the Executive);
11.4.3 to the extent that any such information is in or becomes in the public domain other than as a result of the Executive’s breach of any of his obligations hereunder; or
11.4.4 where required to be disclosed by law and, in such event, the Executive shall cooperate with the Employer in attempting to keep such information confidential.
11.5 Upon the request of the Employer, the Executive agrees to promptly deliver to the Employer the originals and all copies, in whatever medium, of all such Confidential Information.
11.6 In consideration of the benefits provided for in this Agreement, the Executive hereby agrees and covenants that, during the Employment Period and for a period of twelve (12) months following the termination of the Employment for any reason, or following the date of cessation of the last violation of this Agreement, or from the date of entry by a court of competent jurisdiction of a final, unappealable judgment enforcing this covenant, whichever of the foregoing is last to occur, he will not, for himself, or in conjunction with any other person, entity, firm, partnership, corporation or other form of business organization or arrangement (whether as a shareholder, partner, member, principal, agent, lender, director, officer, manager, trustee, representative, employee or consultant), directly or indirectly, be employed by, provide services to, in any way be connected or associated with or have any interest in, or give advice or
consultation, in each case, to any Competitive Business without the express written consent of the Board.
11.7 In consideration of the payments and benefits provided for in this Agreement, the Executive further covenants and agrees that, during the Employment Period and for a period of eighteen (18) months thereafter, the Executive shall not, directly or indirectly, for himself, or in conjunction with any other person, entity, firm, partnership, corporation or other form of business organization or arrangement (whether as a shareholder, partner, member, lender, principal, agent, director, officer, manager, trustee, representative, employee or consultant): (i) solicit, employ or retain, or cause any other person, entity, firm, partnership, corporation or other form of business organization or arrangement to solicit, employ or retain, any person who is employed by or is providing services to any member of the Group at the time of the termination of his Employment or was or is providing such services within the twelve (12) month period before or after the termination of his Employment or (ii) request or cause any employee of any member of the Group to breach or threaten to breach any terms of said employee’s agreements with any member of the Group or to terminate his or her employment with any member of the Group.
11.8 In consideration of the benefits provided for in this Agreement, the Executive further covenants and agrees that during the Employment Period and for a period of eighteen (18) months thereafter, the Executive shall not, directly or indirectly, for himself, or in conjunction with any other person, entity, firm, partnership, corporation or other form of business organization or arrangement (whether as a shareholder, partner, member, lender, principal, agent, director, officer, manager, trustee, representative, employee or consultant): (i) solicit or accept any business that is directly related to the business of any member of the Group from any person, entity, firm, partnership, corporation or other form of business organization or arrangement who, at the time of, or at the time during the twelve (12) month period preceding, termination was an existing or prospective customer or client of any member of the Group; (ii) request or cause any of the clients or customers of any member of the Group to cancel, terminate or change the terms of any business relationship with any member of the Group involving services or activities that were directly or indirectly the responsibility of the Executive during his Employment or (iii) pursue any project of any member of the Group known to the Executive upon termination of his employment that any member of the Group is actively pursuing (or was actively pursuing within six (6) months of termination).
12. Intellectual Property.
12.1 The Parties agree that any work of authorship, invention, design, discovery, development, technique, improvement, source code, hardware, device, data, apparatus, practice, process, method or other work product whatever (whether patentable or subject to copyright, or not, and hereinafter collectively called “discovery”) related to the business of any member of the Group that the Executive, either solely or in collaboration with others, has made or may make, discover, invent, develop, perfect, or reduce to practice during the Employment Period, whether or not during regular business hours and created, conceived or prepared on the premises of any member of the Group or otherwise shall be the sole and complete property of the Group.
12.2 More particularly, and without limiting the foregoing, the Executive agrees that all of the foregoing and any (i) inventions (whether patentable or not, and without regard to whether any patent therefor is ever sought), (ii) marks, names, or logos (whether or not registrable as trade or service marks, and without regard to whether registration therefor is ever sought), (iii) works of authorship (without regard to whether any claim of copyright therein is ever registered), and (iv) trade secrets, ideas, and concepts ((i) - (iv) collectively, “Intellectual Property Products”) created, conceived, or prepared on the premises of any member of the Group or otherwise, whether or not during normal business hours, shall perpetually and throughout the world be the exclusive property of the Group, as shall include all tangible media (including, but not limited to, papers, computer media of all types, and models) in which such Intellectual Property Products shall be recorded or otherwise fixed.
12.3 The Executive further agrees promptly to disclose in writing and deliver to the Employer all Intellectual Property Products created during his engagement by the Employer, whether or not during normal business hours. The Executive agrees that all works of authorship created by the Executive during his engagement by the Employer shall be works made for hire of which the Group is the author and owner of copyright.
12.4 To the extent that any competent decision-making authority should ever determine that any work of authorship created by the Executive during his engagement by the Employer is not a work made for hire, the Executive hereby assigns all right, title and interest in the copyright therein, in perpetuity and throughout the world, to the applicable Group entity. To the extent that this Agreement does not otherwise serve to grant or otherwise vest in the Group all rights in any Intellectual Property Product created by the Executive during his engagement by the Employer, the Executive hereby assigns all right, title and interest therein, in perpetuity and throughout the world, to the Employer. The Executive agrees to execute, immediately upon the Employer’s reasonable request and without charge, any further assignments, applications, conveyances or other instruments, at any time after execution of this Agreement, whether or not the Executive is engaged by the Employer at the time such request is made, in order to permit the Group and/or its respective assigns to protect, perfect, register, record, maintain, or enhance their rights in any Intellectual Property Product; provided, that, the Employer shall bear the cost of any such assignments, applications or consequences.
12.5 Upon termination of the Executive’s employment with the Employer for any reason whatsoever, and at any earlier time the Employer so requests, the Executive will immediately deliver to the custody of the person designated by the Employer all originals and copies of any documents and other property of the Employer in the Executive’s possession, under the Executive’s control or to which he may have access.
13. Non-Disparagement.
13.1 The Executive acknowledges and agrees that he will not defame or criticize the services, business, integrity, veracity or personal or professional reputation of any member of the Group and its respective officers, directors, partners, executives or agents thereof in either a professional or personal manner at any time during or following the Employment Period. The Employer acknowledges and agrees that it will instruct its directors and senior officers not to defame or make any
untruthful and disparaging statements regarding the services, integrity, veracity or personal or professional reputation of the Executive in either a professional or personal manner at any time during or following the Employment Period.
14. Enforcement.
14.1 If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 11, 12 or 13 hereof, the Employer shall have the right and remedy to have the provisions specifically enforced by any court having jurisdiction by way of injunction or otherwise, it being acknowledged and agreed by the Executive that any such breach or threatened breach will cause irreparable injury to the Group and that money damages will not provide an adequate remedy to the Group. Such right and remedy shall be in addition to, and not in place of, any other rights and remedies available to the Employer at law or in equity. Accordingly, the Executive consents to the issuance of an injunction, whether preliminary or permanent, consistent with the terms of this Agreement. In addition, notwithstanding anything herein to the contrary, the Employer shall have the right to cease making any payments or provide any benefits to the Executive under this Agreement in the event he willfully breaches any of the provisions hereof (and such action shall not be considered a breach under the Agreement).
14.2 The Executive acknowledges that the restrictions contained in Sections 11, 12 and 13 of this Agreement are reasonable and intended to apply after the termination of his Employment whether such termination is lawful or otherwise and that the restrictions will apply even where the termination results from a breach of this Agreement.
14.3 If, at any time, any of the provisions of Sections 11, 12 or 13 hereof shall be determined to be invalid or unenforceable under any applicable law, by reason of being vague or unreasonable as to area, duration or scope of activity, this Agreement shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter and the Executive and the Employer agree that this Agreement as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
15. Dispute Resolution.
15.1 The Parties shall use good faith efforts to resolve any controversy or claim arising out of, or relating to this Agreement or the breach thereof, first in accordance with the Employer’s internal review procedures, except that this requirement shall not apply to any claim or dispute under or relating to Sections 11, 12 or 13 of this Agreement.
15.2 If despite their good faith efforts, the Parties are unable to resolve such controversy or claim through the Employer’s internal review procedures, then such controversy or claim shall be resolved by binding arbitration seated in New York, New York in accordance with the rules and procedures of the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. The decision of the arbitrator shall be final and binding on the Parties, and any court of competent jurisdiction may enter judgment upon the award. Each party shall pay its own expenses, including legal fees, in such dispute and shall split the cost of the arbitrator and the arbitration proceedings.
16. Indemnification.
16.1 The Employer agrees that if the Executive is made a party or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Executive is or was a director or officer of the Employer or any other entity within the Group or is or was serving at the request of the Employer or any other member of the Group as a director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise (each such event, an “Action”), the Executive shall be indemnified and held harmless by the Employer to the fullest extent permitted by applicable law and authorized by the Company’s or the Subsidiary’s by-laws and/or charter, as the same exists or may hereafter be amended, against all expenses incurred or suffered by the Executive in connection therewith, save in respect of any actual fraud, willful misconduct or any acts (or omissions) of gross negligence by the Executive.
17. Policies and Procedures.
17.1 The Executive hereby acknowledges that the Employer maintains written policies and procedures which may be amended from time to time, and hereby agrees to familiarize himself with and at all times abide by such policies and/or procedures. Executive acknowledges and agrees that Executive is subject to the terms and conditions of the Greenlight Capital Re., Ltd. Clawback Policy, as amended from time to time, and is a Covered Employee within the meaning of such policy.
18. Miscellaneous.
18.1 Successors: The rights and benefits of the Executive hereunder shall not be assignable, whether by voluntary or involuntary assignment or transfer by the Executive. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Employer, and the heirs, executors and administrators of the Executive, and shall be assignable by the Employer to any entity acquiring substantially all of the assets of the Company and/or the Subsidiary, whether by merger, consolidation, sale of assets or similar transactions.
18.2 Notice. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by overnight, certified or registered mail, return receipt requested, postage prepaid, addressed, in the case of the Executive, to the last address on file with the Employer and if to the Employer, to its executive offices or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
18.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands.
18.4 Amendment. No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is executed in writing by all Parties. No waiver by any Party hereto at any time of any breach by any other Party hereto of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
18.5 Survival. Upon any termination of the Executive’s Employment, the provisions of this Agreement (together with any related definitions set forth herein) shall survive to the extent necessary to give effect to the provisions thereof.
18.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
18.7 Entire Agreement. Effective as of the Commencement Date, this Agreement sets forth the entire agreement of the Parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter.
18.8 Section Headings. The section headings in this Agreement are for convenience of reference only and shall not affect its interpretation.
18.9 Representation. The Executive represents and warrants to the Employer, and acknowledges that the Employer has relied on such representations and warranties in employing the Executive, that neither the Executive’s duties as an employee of the Employer nor his performance of this Agreement will breach any other agreement to which the Executive is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by the Executive prior to his employment by the Employer. The Executive further represents and warrants and acknowledges that the Employer has relied on such representations and warranties in employing the Executive, that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. Notwithstanding anything herein to the contrary, if it is determined that the Executive is in breach or has breached any of the representations set forth in this Section 18.9, the Employer shall have the right to terminate the Executive’s employment for Cause.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written.
| | | | | |
| GREENLIGHT CAPITAL RE, LTD. |
| By: | /s/ Victoria Guest |
| Name: | Victoria Guest |
| Title: | Director |
| By: | /s/ Ursuline Foley |
| Name: | Ursuline Foley |
| Title: | Director |
| GREENLIGHT REINSURANCE, LTD. |
| By: | /s/ Victoria Guest |
| Name: | Victoria Guest |
| Title: | Director |
| By: | /s/ Ursuline Foley |
| Name: | Ursuline Foley |
| Title: | Director |
| /s/ Greg Richardson |
| GREG RICHARDSON |
DATED: November 3, 2023
DEED OF SETTLEMENT AND RELEASE
Simon Burton,
GREENLIGHT REINSURANCE, LTD.,
AND
GREENLIGHT CAPITAL RE, LTD.
DEED OF SETTLEMENT AND RELEASE
This Deed of Settlement and Release is made the 3rd of November 2023
BETWEEN:
(1) SIMON BURTON of Grand Cayman (the “Employee”);
(2) GREENLIGHT REINSURANCE, LTD of 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, KY1-1205, Cayman Islands; and
(3) GREENLIGHT CAPITAL RE, LTD of 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, KY1-1205, Cayman Islands (together with Greenlight Reinsurance Ltd, the “Employers”) (each a “Party” and together “the Parties”).
WHEREAS:
(A) The Employee is employed as Chief Executive Officer (the “Employment”) pursuant to an Amended and Restated Employment Agreement, effective as of January 1, 2022, (the “Employment Contract”);
(B) The Parties have agreed to terminate the Employment by mutual consent effective December 31, 2023 (the “Termination Date”); and
(C) The Parties now wish to settle all matters between them and have agreed to a full and final settlement on the terms and conditions contained in this Deed and have agreed to enter into this Deed in consideration of the mutual covenants and other valuable consideration set out below.
IT IS NOW AGREED AND THIS DEED WITNESSES AS FOLLOWS:
1. Definitions
1.1 In this Deed, unless otherwise indicated, the following expressions shall bear the following meanings:
(a) “Associated Entities” means the Employers and each and all of their respective current, previous, and future parent companies, direct or indirect subsidiaries, and affiliates;
(b) “Claims” means all causes of action, matters, and disputes arising from or related to the Employment or the termination thereof, or otherwise arising between the Parties, whether known or unknown, that exist (or may exist) as at the date of execution of this Deed including but not limited to:
(i) Any and all actions, causes of action, claims, covenants, contracts and/or controversies in any jurisdiction of whatsoever character howsoever arising whether in law, equity or otherwise;
(ii) Unfair dismissal pursuant to part VII of the Labour Act (2021 Revision) (the “Labour Act”) or any successor legislation;
(iii) Severance pay pursuant to part V of the Labour Act or any successor legislation;
(iv) Wrongful or constructive dismissal in respect of the Employment howsoever arising;
(v) Contractual entitlement in respect of salary, commission, accrued holiday pay, overtime, notice, severance, other benefits, or otherwise arising out of or in connection with the Employment Contract (as amended) or Employment, including for the avoidance of doubt any discretionary bonus; and
(vi) Discrimination howsoever arising or of any nature.
(c) References to recitals and clauses are references to the recitals to and clauses of this Deed;
(d) Headings to clauses and the use of bold type are for convenience only and shall not affect the interpretation or construction of this Deed; and
(e) Words in the singular include the plural and vice versa.
1.2 Should any provision of this Deed require interpretation it is agreed by the Parties that such interpretation shall not be subject to a presumption that the Deed is to be construed more strictly against the party who prepared the Deed.
2. Agreement and Release by the Employee
2.1 The Parties hereby agree that the Employment shall terminate by mutual consent and without further notice as of the Termination Date, at which time the Employee shall cease to be employed by the Employers.
2.2 The Employee agrees and undertakes to resign as of the Termination Date from all officer, board, committee, and other appointments or positions held in respect of the Employers and their Associated Entities. In the event that the Employee fails to resign in accordance with this clause the Employee hereby irrevocably grants a power of attorney to the Employers empowering them to execute the necessary instruments of resignation on the Employee’s behalf.
2.3 The Employee agrees that other than as set forth in Section 3, below, the Employee hereby:
(a) Releases each and all of the Employers and their Associated Entities (collectively, the “Companies”), and each and all of the Companies’ respective servants, agents, directors, officers, employees, partners, equityholders, investors, and representatives (collectively, with the Companies, the “Releasees”) from all and any Claims howsoever arising, whether under Cayman Islands, United States, Irish, United Kingdom or other law, whether under any statute, regulation,
ordinance, constitution, treaty, contract (including, but not limited to, under the Greenlight Capital Re, Ltd.’s Compensation Plan (the “Compensation Plan”), the Greenlight Capital Re, Ltd. Short-Term Incentive Plan (the “STIP”), the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan, as may be amended from time to time (the “LTIP”), and the Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan (as it may be amended or amended and restated from time to time) (the “Incentive Plan”)), common law, or otherwise, and whether such Claims are accrued or contingent;
(b) Undertakes and covenants not to assert any Claims or commence legal proceedings in respect of such claims against any of the Releasees at any time in any forum or any jurisdiction (including without limitation the Director of Labour, the Department of Employment Relations or a Labour Tribunal in the Cayman Islands or the Grand Court of the Cayman Islands);
(c) Undertakes and covenants to comply with the terms of Sections 11 (Restrictive Covenants), 12 (Intellectual Property), 13 (Non-Disparagement), 14 (Enforcement) and 15 (Dispute Resolution) of the Employment Contract (collectively, the “Surviving Provisions”), which the Employee agrees survive the Employee’s termination, and acknowledges that such terms are enforceable in their entirety;
(d) Undertakes and covenants that before and after the Termination Date, the Employee will reasonably cooperate with the Companies, in connection with (i) full time participation in, and oversight of, the Companies’ underwriting process through the end of calendar year 2023, (ii) the smooth transition of the Employee’s role and responsibilities, as reasonably directed by the Employers, including by promptly responding to requests for information, (iii) any actual or threatened investigation, administrative proceeding, or litigation relating to any matter that occurred during the Employment in which the Employee was involved or of which the Employee has knowledge, and (iv) any other internal or external review of the Companies, including by any regulator or agency, or any actual or threatened arbitration; provided, that, for the period commencing on January 1, 2024, and ending on April 30, 2024, the Employee’s assistance to the Companies involving Employee’s oral communications with the Companies will be limited to 1 hour per week, in the aggregate, of telephone or video conferences with the Employers’ Chief Executive Officer, Chief Financial Officer and/or General Counsel, without any additional compensation. The Companies will attempt to schedule the Employee’s cooperation for mutually agreeable times and locations in a manner that does not unduly interfere with the Employee’s personal or professional pursuits and will reimburse the Employee for any reasonable pre-approved out-of-pocket expenses the Employee incurs in connection with such cooperation. The Employee will render the Employee’s cooperation under this paragraph without requiring a subpoena, and will do so honestly, truthfully, forthrightly, and completely, including supplying relevant documents and information;
(e) Agrees and confirms that, except as set forth in Section 3 below, none of the Releasees owes the Employee any wages, bonuses, pro-rated bonuses, equity compensation, stock options, restricted shares, sick pay, vacation or holiday pay, severance pay, relocation or moving costs, notice pay, pension contribution, equity awards (including, but not limited to, any equity awards under the LTIP or otherwise), or any other compensation, payment, amount, benefit, or interest whatsoever; and
(f) Confirms and acknowledges that the Employee has not suffered any known workplace injury or occupational disease and that the Employee has not been victimised in consequence of reporting any wrongdoing relating in any way to the Employment.
2.4 In the event that the Employee breaches any material provision of this Deed, the Post-Employment Release (as defined below), or the Surviving Provisions or pursues or encourages any Claim against any of the Releasees, (i) the Employers shall have no further obligations to the
Employee under this Deed or otherwise (including, but not limited to, any obligation to provide the payments or other consideration set forth in Section 3 of this Deed), (ii) the Employers will be entitled to recoup all payments and consideration previously provided to the Employee under Section 3 of this Deed, plus legal fees and costs it incurs in recouping such amounts, except the amount of $500, (iii) the Employee agrees to indemnify without limitation such parties for any losses suffered as a result thereof, including but not limited to advancing all of their legal and professional fees with respect to such matter(s), (iv) the Employers shall have all rights and remedies available to it under this Deed and any applicable law or equitable theory, and (v) all of the Employee’s promises, covenants, representation, and warranties under this Deed, and under the Surviving Provisions, will remain in full force and effect; provided, however, that action pursuant to clauses (i) and (ii) of this Section 2.4 shall only be taken by the Employers if approved by the board of directors of Greenlight Capital Re, Ltd. or a designated committee thereof comprised of independent directors. Further, in the event the Employers breach any material provision of this Deed (including but not limited to Section 10.2), the Employee shall have all rights and remedies available under applicable law.
2.5 In signing this Deed the Employee acknowledges that the Employee has read and understood this Deed and has obtained or had the opportunity to obtain independent legal advice in relation thereto. The Employee further acknowledges that the Employee signs this Deed voluntarily and understands that the Deed contains a full and final release of all claims that the Employee has or may have against any of the Releasees.
2.6 The Employee shall not commence or maintain, or procure, assist, encourage, support or otherwise participate in the commencement or continuance of, any proceedings in respect of the Claims, except, for the avoidance of doubt, for the purpose of enforcing this Deed.
2.7. The Employee agrees that as a material condition of receiving the benefits hereunder, including the benefits set forth in Section 3, the Employee agrees to execute the release attached hereto as Annex A (the “Post-Employment Release”) within ten (10) days following the Termination Date.
3. Agreement by the Employers
3.1 Conditional upon the Employee executing this Deed on the date hereof and complying with all of the terms hereof and with the Surviving Provisions:
(a) the Employers shall pay the Employee the following payments subject to Employee’s compliance with Section 10.2 hereof: (i) continued payment of Employee’s base salary through April 30, 2024 (subject to Employee’s rendering satisfactory assistance in compliance with the Surviving Provisions and Section 2.3(d)), and (ii) $2,400,000 (US), less (i) applicable taxes and deductions and (ii) the amount of any statutory severance payable to Executive under Cayman law (the “Cayman Severance”), payable over eighteen (18) months in substantially equal monthly installments commencing on the sixtieth (60th) day after the Termination Date;
(b) the Employers shall pay the Employee a payment equivalent to the Cayman Severance, less applicable taxes and deductions, payable within two and one half months following the Termination Date.
(c) the following provisions shall apply to the Employee’s outstanding equity awards under the LTIP:
(i) 89,945 restricted ordinary shares of the Company (the “Shares”) subject to performance and time vesting conditions (“Performance-Based Restricted Shares”) granted under the LTIP, pursuant to a Restricted Stock Award Agreement, effective as of March 15, 2019
(“2019 Award”), shall remain outstanding and eligible to vest in accordance with the 2019 Award and LTIP;
(ii) 72,544 Performance-Based Restricted Shares granted under the LTIP, pursuant to a Restricted Stock Award Agreement, effective as of March 15, 2020, as amended (“2020 Award”), shall remain outstanding and eligible to vest in accordance with the 2020 Award and LTIP;
(iii) 130,719 restricted time vesting ordinary shares (“Service-Based Restricted Shares”) granted under the LTIP, pursuant to a Restricted Stock Award Agreement, effective, as of March 15, 2021 (“2021 Award”), shall vest and all restrictions shall lapse as of the Termination Date;
(iv) (A) 51,612 Service-Based Restricted Shares granted under the LTIP, pursuant to a Restricted Stock Award Agreement, effective as of March 15, 2022 (“2022 Award”), shall vest and all restrictions shall lapse as of the Termination Date, and (B) 314,370 Performance-Based Restricted Shares granted under the 2022 Award shall remain outstanding and eligible to vest in accordance with the 2022 Award and LTIP, in each case without regard to the “Continuous Service” requirement under Section 4 of the 2022 Award;
(v) 53,604 Service-Based Restricted Shares granted under the LTIP, pursuant to a Restricted Stock Award Agreement, effective as of March 15, 2023 (“2023 Award”), shall vest and all restrictions shall lapse as of the Termination Date, and (B) 217,665 Performance-Based Restricted Shares granted under the 2023 Award shall remain outstanding and eligible to vest in accordance with the 2023 Award and LTIP, in each case without regard to the “Continuous Service” requirement under Section 4 of the 2023 Award; and
(vi) 480,000 fully vested stock options granted under the LTIP, pursuant to a stock option agreement, effective as of July 6, 2017, shall remain outstanding until the earlier of (i) the exercise thereof or (ii) July 6, 2027, which is the expiry date thereof.
3.2 The Employers shall pay the Employee for any accrued but unused vacation (if any), in accordance with the Employers’ vacation policy.
3.3 The Employers shall reimburse the Employee for any as-yet unreimbursed business expenses that were properly accrued prior to the Termination Date, in accordance with the terms and conditions of the Employers’ expense reimbursement policy.
3.4 The Employee shall remain eligible under the STIP for a bonus for the 2023 Plan Year (as defined in the STIP), in accordance with the terms and conditions of the STIP, based on actual performance for any objectively determinable targets and assuming all discretionary components have been achieved at target. With respect to the STIP for a bonus for the 2023 Plan Year and any 2023 annual bonuses, Employee will be treated in substantially the same manner as the other senior executives with respect to any company performance targets and adjustments thereto.
3.5 The Employers shall continue to provide existing health coverage for Employee and his spouse under the current health plan in which they are participating, or if such participation is not available, shall pay the reasonable cost of substantially similar coverage through June 30, 2024.
3.6 The Employers irrevocably and unconditionally release and discharge the Employee with respect to any and all Claims they otherwise could assert against the Employee in connection with the Employee’s employment or the termination thereof; provided that, for avoidance of doubt, nothing herein releases or discharges any claims (i) based on the Employee’s wilful misconduct or gross negligence in the performance of the Employee’s duties for the Companies,
(ii) that arise after the Termination Date, or (iii) that arise under this Deed or under any of the Surviving Provisions, including but not limited to any claims for misuse of the Companies’ confidential information or the breach of Sections 2, 3, 9, 10, or 11 hereof.
3.7 The Employers will grant Employee an award of restricted performance vesting ordinary shares under the Incentive Plan with a grant date target value of $1.6 million and a grant date maximum value consistent with that of other senior executives relative to target value, which is currently anticipated to be two times target value , based on the same performance criteria as applicable to senior executives generally at such time as awards thereunder are generally granted to employees in 2024, subject to Employee’s rendering satisfactory assistance in compliance with the Surviving Provisions and Section 2.3(d).
3.8 Nothing in this Deed shall be construed to waive or release any right to indemnification that the Employee otherwise would have under any applicable by-law, duly-executed agreement, or insurance policy with respect to claims threatened or brought against Employee by any third parties.
4. No Admission
4.1 Entry into this Deed and performance of the obligations hereunder shall not constitute an admission of liability howsoever arising by any Party.
5. Absolute Bar
5.1 This Deed may be pleaded and tendered by any Party as an absolute bar and defence to any proceeding brought in breach of the terms of this Deed.
6. Further Assurances and Acknowledgments
6.1 The Parties shall (at their own cost) do and execute or procure to be done and executed all necessary acts, agreements, instruments, deeds, documents and things reasonably within their power to give effect to and carry out this Deed and its intents and purposes, and the Parties shall co-operate to the fullest extent practicable to that end. Employee acknowledges and agrees that Employee is subject to the terms and conditions of the Greenlight Capital Re., Ltd. Clawback Policy, as in effect from time to time, and is a Covered Employee within the meaning of such policy.
7. Warranties and Representations
7.1 Each Party hereby separately represents and warrants to the other Party that:
(a) it has taken all necessary actions to authorize and approve its entry into this Deed and the execution of the same;
(b) all necessary authorizations and approvals for the performance of its obligations hereunder have been obtained and remain in force;
(c) its entry and the performance of its obligations under this Deed will not violate any provision of its constitutive documents or any provision of any law applicable to it, nor conflict with or breach or require any consent under any agreement or instrument to which it is party or by which it is or any of its assets or properties is bound; and
(d) this Deed has been duly executed by it and constitutes a valid and legally binding obligation which is enforceable against it in accordance with its terms.
8. Warranties Concerning Claims
8.1 Each Party hereby separately represents and warrants to the other Party that:
(a) it is the sole and lawful owner of all right, title, and interest in and to each and every Claim which such Party settles herein and in respect of which a waiver, release and discharge is given under this Deed; and
(b) it has not assigned, transferred or conveyed, or purported to assign, transfer or convey, any Claim or any rights in respect of a Claim to any person who is not a party to this Deed.
9. Confidentiality
9.1 The Parties to this Deed agree that the negotiations, correspondence and discussions which led to this Deed shall remain strictly confidential, unless any Party is under an applicable legal or fiduciary duty of disclosure. Any party under such a duty of disclosure with respect to this Deed shall, to the extent permitted by law, provide the other party with prior written notice of such disclosure so that the other party may take, if appropriate, steps to defend its rights under this clause. It is understood by the Parties that this Deed will be filed in a Form 8-K with the U.S. Securities and Exchange Commission and other required securities filings.
10. Post-employment Obligations
10.1 The Surviving Provisions (as modified herein) are explicitly incorporated into this Deed by reference. The Employee hereby acknowledges and agrees that the foregoing provisions are enforceable in full and waives any objections thereto.
10.2 The Employee acknowledges and agrees that Employee will not defame or criticize the services, business, integrity, veracity or personal or professional reputation of the Employers or any of their respective affiliates (the “Group”) and any of the Groups’ respective officers, directors, partners, executives or agents thereof in either a professional or personal manner at any time. The Employers acknowledge and agree that they will instruct their directors and senior officers not to defame or criticize make any untruthful or disparaging statements regarding the services, integrity, veracity or personal or professional reputation of the Employee in either a professional or personal manner at any time. The Employee and Employers acknowledge and agree that Section 14 (Enforcement) of the Employment Contract shall apply to this Section 10.2.
11. Return of Property
11.1 Except as otherwise instructed by the Company, the Employee agrees and undertakes to:
(a) immediately following the Termination Date, deliver to the custody of the Employers all originals and copies of any documents and other property of the Employers which are in the Employee’s possession, under the Employee’s control or to which he may have access; and
(b) immediately following the Termination Date delete permanently and irretrievably any electronic material (howsoever stored) within the Employee’s possession, control or to which the Employee may have access belonging to the Employers or relating in any way to the Employers’ business.
Notwithstanding the foregoing, the Employee may retain and convert to personal use the Employee’s cell phone number provided by the Employers following the Termination Date.
12. Entire Agreement
12.1 This Deed, the Post-Employment Release, which is incorporated into this Deed by reference, and the Surviving Provisions of the Employment Contract form the entire agreement and understanding between the Parties relating to the subject matter of this Deed and supersedes and extinguishes any previous agreement or understanding between the Parties in relation to all or any such matters; provided, however, if Employee commits an act or acts or an omission constituting Cause within the meaning of the Employment Contract, this agreement will be deemed void ab initio and the Employment Contract shall then be effective and in force.
12.2 Each Party acknowledges that in entering into this Deed (and any documents referred to in it) it does not rely on, and shall have no remedy in respect of, any representation, warranty or undertaking in writing or otherwise made or given by any person whatsoever which is not expressly set out in this Deed.
13. Variation
13.1 No provision of this Deed shall be deemed varied, waived, amended or modified by either Party, unless such variation, waiver, amendment or modification is made in writing and signed by each Party.
14. Counterparts
14.1 This Deed may be executed in any number of counterparts, each of which shall be an original, and any one of which shall be deemed to be validly executed if evidenced by a facsimile or electronic copy of the executing Party’s signature which shall operate with the same effect as if the signatures thereto were on the same instrument. For the avoidance of doubt, each Party shall be required to sign only one copy of this Deed.
15. Successors and Assigns
15.1 This Deed shall inure to the benefit of and be binding upon the successors of each Party to this Deed.
15.2 This Deed is personal to the Parties and shall not be capable of assignment save as provided by clause 15.1 above.
16. Severability
16.1 If any of the provisions of this Deed is found by an arbitrator or court of competent jurisdiction to be void or unenforceable, it shall be deemed to be deleted from this Deed and the remaining provisions shall continue to apply, unless the severed portion is essential to the intended purpose of this Deed, in which case the party who was to receive the benefit of the severed portion has the option to void the Deed insofar as it relates to them.
17. Governing Law and Jurisdiction
17.1 The Parties agree that any disputes hereunder shall be resolved in accordance with Sections 14 (Enforcement) and 15 (Dispute Resolution) of the Employment Contract.
17.2 This Deed of Settlement and Release shall be governed by and construed in accordance with the laws of the Cayman Islands without regard to any conflicts of laws principles thereof that would call for the application of the laws of any other jurisdiction.
[Signature Pages Follow]
IN WITNESS WHEREOF the Parties hereto have executed this Deed on the date and year first above written.
| | | | | | | | |
SIGNED AS A DEED by SIMON BURTON
in the presence of: | ) ) ) ) | /s/ Simon Burton Signature |
/s/ Arceli Espinosa
Signature of Witness
Name: Arceli Espinosa
Address:
Occupation: Domestic Helper
/s/ Martha Catalina Castano Garcia
Signature of Witness
Name: Martha Catalina Castano Garcia
Address:
Occupation: Retired
Deed of Settlement and Release (S. Burton) – Signature Pages
| | | | | | | | |
EXECUTED AS A DEED by GREENLIGHT REINSURANCE, LTD | ) ) ) )
) ) ) ) | /s/ Ursuline Foley
Duly Authorized Signatory Name: Ursuline Foley Title: Director
/s/ Victoria Guest
Duly Authorized Signatory Name: Victoria Guest Title: Director |
in the presence of:
/s/ Faramarz Romer
Signature of Witness
Name: Faramarz Romer
Address: 65 Market Street, Suite 1207, Grand Cayman, Cayman Islands
Occupation: Chief Financial Officer
/s/ David Sigmon
Signature of Witness
Name: David Sigmon
Address: 65 Market Street, Suite 1207, Grand Cayman, Cayman Islands
Occupation: General Counsel
Deed of Settlement and Release (S. Burton) – Signature Pages
| | | | | | | | |
EXECUTED AS A DEED by GREENLIGHT CAPITAL RE, LTD | ) ) ) )
) ) ) ) | /s/ Ursuline Foley
Duly Authorized Signatory Name: Ursuline Foley Title: Director
/s/ Victoria Guest
Duly Authorized Signatory Name: Victoria Guest Title: Director |
in the presence of:
/s/ Faramarz Romer
Signature of Witness
Name: Faramarz Romer
Address: 65 Market Street, Suite 1207, Grand Cayman, Cayman Islands
Occupation: Chief Financial Officer
/s/ David Sigmon
Signature of Witness
Name: David Sigmon
Address: 65 Market Street, Suite 1207, Grand Cayman, Cayman Islands
Occupation: General Counsel
Deed of Settlement and Release (S. Burton) – Signature Pages
Annex A
POST-EMPLOYMENT RELEASE
DATED: [●], 2024
POST-EMPLOYMENT RELEASE
SIMON BURTON,
GREENLIGHT REINSURANCE, LTD.,
AND
GREENLIGHT CAPITAL RE, LTD.
POST-EMPLOYMENT RELEASE
This Post-Employment Release is made the [●] of [●] 2024.
BETWEEN:
(1) SIMON BURTON of Grand Cayman (the “Employee”);
(2) GREENLIGHT REINSURANCE, LTD of 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, KY1-1205, Cayman Islands; and
(3) GREENLIGHT CAPITAL RE, LTD of 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, KY1-1205, Cayman Islands (together with Greenlight Reinsurance Ltd, the “Employers”) (Each a “Party” and together “the Parties”).
WHEREAS:
(A) The Employee was employed as Chief Executive Officer (the “Employment”) pursuant to an Amended and Restated Employment Agreement, effective as of January 1, 2022, (the “Employment Contract”); and
(B) The Parties agreed to terminate the Employment by mutual consent effective [December 31, 2023] (the “Termination Date”) and have entered into a Deed of Settlement and Release dated [November 6], 2024 (the “Deed of Settlement”) to which this Post-Employment Release (the “Post-Employment Release”) is an Annex, and as a precondition to the Employee’s receipt of the benefits provided in Section 3 of the Deed of Settlement:
IT IS NOW AGREED AND THIS POST-EMPLOYMENT RELEASE WITNESSES AS FOLLOWS:
1. Definitions
1.1 All capitalized terms utilized but not defined herein shall have the same meanings ascribed to them in the Deed of Settlement.
Annex A - Post-Employment Release (S. Burton)
1.2 “Claims” means all causes of action, matters, and disputes arising from or related to the Employment or the termination thereof, or otherwise arising between the Parties, whether known or unknown, that exist (or may exist) as at the date of execution of this Post-Employment Release including but not limited to:
(i) Any and all actions, causes of action, claims, covenants, contracts and/or controversies in any jurisdiction of whatsoever character howsoever arising whether in law, equity or otherwise;
(ii) Unfair dismissal pursuant to part VII of the Labour Act (2021 Revision) (the “Labour Act”) or any successor legislation;
(iii) Severance pay pursuant to part V of the Labour Act or any successor legislation;
(iv) Wrongful or constructive dismissal in respect of the Employment howsoever arising;
(v) Contractual entitlement in respect of salary, commission, accrued holiday pay, overtime, notice, severance, other benefits, or otherwise arising out of or in connection with the Employment Contract (as amended) or Employment, including for the avoidance of doubt any discretionary bonus; and
(vi) Discrimination howsoever arising or of any nature.
1.3 References to recitals and clauses are references to the recitals to and clauses of the Deed of Settlement.
1.4 Headings to clauses and the use of bold type are for convenience only and shall not affect the interpretation or construction of the Deed of Settlement.
1.5 Words in the singular include the plural and vice versa.
2. Agreement and Release by the Employee
2.1 The Employee agrees that other than as set forth in Section 3 of the Deed of Settlement, the Employee hereby:
(a) Releases the Releasees from all and any Claims howsoever arising, whether under Cayman Islands, United States, Irish, United Kingdom or other law, whether under any statute, regulation, ordinance, constitution, treaty, contract (including, but not limited to, under the Greenlight Capital Re, Ltd.’s Compensation Plan), common law, or otherwise, and whether such Claims are accrued or contingent;
(b) Undertakes and covenants not to assert any Claims or commence legal proceedings in respect of such claims against any of the Releasees at any time in any forum or any jurisdiction (including without limitation the Director of Labour, the Department of Employment Relations or a Labour Tribunal in the Cayman Islands or the Grand Court of the Cayman Islands);
(c) Undertakes and covenants to comply with the Surviving Provisions, which the Employee agrees survives the Employee’s termination, and acknowledges that such terms are enforceable in their entirety;
(d) Undertakes and covenants that after the Termination Date, the Employee will reasonably cooperate with the Employers and their Associated Entities, in connection with (i) the smooth transition of the Employee’s role and responsibilities, as directed by the Employers, including by promptly responding to requests for information, (ii) any actual or threatened investigation,
Annex A - Post-Employment Release (S. Burton)
administrative proceeding, or litigation relating to any matter that occurred during the Employment in which the Employee was involved or of which the Employee has knowledge, and (iii) any other internal or external review of the Companies, including by any regulator or agency, or any actual or threatened arbitration; provided that the Companies will attempt to schedule the Employee’s cooperation for mutually agreeable times and locations in a manner that does not unduly interfere with the Employee’s personal or professional pursuits and will reimburse the Employee for any reasonable pre-approved out-of-pocket expenses the Employee incurs in connection with such cooperation. The Employee will render the Employee’s cooperation under this paragraph without requiring a subpoena, and will do so honestly, truthfully, forthrightly, and completely, including supplying relevant documents and information in the Employee’s possession, custody, or control;
(e) Agrees and confirms that, except as set forth in Sections 3.1(a)-(c), 3.2, 3.3, 3.4, 3.5 and 3.7 of the Deed of Settlement, none of the Releasees owes the Employee any wages, bonuses (including, but not limited to, any pro-rated bonuses, quantitative bonuses or other such bonuses or compensation or benefits under the Greenlight Capital Re, Ltd.’s Compensation Plan), equity compensation, stock options, restricted shares, sick pay, vacation or holiday pay, severance pay, relocation or moving costs, notice pay, pension contribution, equity award (including, but not limited to, any equity awards under the LTIP or otherwise), or any other compensation, payment, amount, benefit, or interest whatsoever; and
(f) Confirms and acknowledges that the Employee has not suffered any known workplace injury or occupational disease and that the Employee has not been victimised in consequence of reporting any wrongdoing relating in any way to the Employment.
2.2 In the event that the Employee breaches any material provision of this Post-Employment Release, the Deed of Settlement, or the Surviving Provisions or pursues or encourages any Claim against any of the Releasees, (i) the Employers shall have no further obligations to the Employee under the Deed of Settlement or otherwise (including, but not limited to, any obligation to provide the payments or other consideration set forth in Section 3 of the Deed of Settlement), (ii) the Employers will be entitled to recoup all payments and consideration previously provided to the Employee under Section 3 of the Deed of Settlement, plus legal fees and costs it incurs in recouping such amounts, except the amount of $500, (iii) the Employee agrees to indemnify without limitation such parties for any losses suffered as a result thereof, including but not limited to advancing all of their legal and professional fees with respect to such matter(s), (iv) the Employers shall have all rights and remedies available to them under this Post-Employment Release and the Deed of Settlement and any applicable law or equitable theory, and (v) all of the Employee’s promises, covenants, representation, and warranties under this Post-Employment Release, the Deed of Settlement, and under the Surviving Provisions, will remain in full force and effect; provided, however, that action pursuant to clauses (i) and (ii) of this Section 2.2 shall only be taken by the Employers if approved by the board of directors of Greenlight Capital Re, Ltd. or a designated committee thereof comprised of independent directors. Further, in the event the Employers breach any material provision of this Post-Employment Release, the Employee shall have all rights and remedies available under applicable law.
2.3. The Employee shall not commence or maintain, or procure, assist, encourage, support or otherwise participate in the commencement or continuance of, any proceedings in respect of the Claims, except, for the avoidance of doubt, for the purpose of enforcing the Deed of Settlement.
3. No Admission
3.1 Entry into this Post-Employment Release and performance of the obligations hereunder shall not constitute an admission of liability howsoever arising by any Party.
Annex A - Post-Employment Release (S. Burton)
4. Absolute Bar
4.1 This Post-Employment Release may be pleaded and tendered by any Party as an absolute bar and defence to any proceeding brought in breach of the terms of this Post-Employment Release.
5. Counterparts
5.1 This Post-Employment Release may be executed in any number of counterparts, each of which shall be an original, and any one of which shall be deemed to be validly executed if evidenced by a facsimile or electronic copy of the executing Party’s signature which shall operate with the same effect as if the signatures thereto were on the same instrument. For the avoidance of doubt, each Party shall be required to sign only one copy of this Post-Employment Release.
[Signature Pages Follow]
| | | | | | | | |
SIGNED AS A DEED by SIMON BURTON
in the presence of: | ) ) ) ) | ______________________________ Signature |
_____________________________________
Signature of Witness
Name:
Address:
Occupation:
______________________________________
Signature of Witness
Name:
Address:
Occupation:
Annex A - Post-Employment Release (S. Burton)
| | | | | | | | |
EXECUTED AS A DEED by GREENLIGHT REINSURANCE, LTD | ) ) ) )
) ) ) ) | ______________________________ Duly Authorized Signatory Name: Title:
______________________________ Duly Authorized Signatory Name: Title |
in the presence of:
_____________________________________
Signature of Witness
Name:
Address:
Occupation:
______________________________________
Signature of Witness
Name:
Address:
Occupation:
Annex A - Post-Employment Release (S. Burton)
| | | | | | | | |
EXECUTED AS A DEED by GREENLIGHT CAPITAL RE, LTD | ) ) ) )
) ) ) ) | ______________________________ Duly Authorized Signatory Name: Title:
______________________________ Duly Authorized Signatory Name: Title |
in the presence of:
_____________________________________
Signature of Witness
Name:
Address:
Occupation:
______________________________________
Signature of Witness
Name:
Address:
Occupation:
Annex A - Post-Employment Release (S. Burton)
GREENLIGHT RE ANNOUNCES
THIRD QUARTER 2023 FINANCIAL RESULTS
Gross premiums written increased 18.0%
Net income of $13.5 million ($0.39 per diluted ordinary share)
Fully diluted book value per share increased 2.3% to $16.58
GRAND CAYMAN, Cayman Islands – November 8, 2023 – Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (“Greenlight Re” or the “Company”) today reported its financial results for the third quarter ended September 30, 2023.
Third Quarter 2023 Highlights (all comparisons are to third quarter 2022 unless noted otherwise):
•Gross premiums written increased 18.0% to $183.1 million;
•Net premiums earned increased 33.8% to $163.1 million;
•Underwriting income of $14.4 million compared to an underwriting loss of $18.9 million;
•Net income of $13.5 million, or $0.39 per diluted ordinary share, compared to a net loss of $18.5 million, or $(0.56) per diluted ordinary share;
•Combined ratio of 91.2%, compared to a combined ratio of 115.4%;
•Total investment income of $5.1 million, compared to total investment income of $11.6 million; and
•Fully diluted book value per share increased $0.37, or 2.3%, to $16.58, from $16.21 at June 30, 2023.
Simon Burton, Chief Executive Officer of Greenlight Re, stated, “The underwriting result of 91.2% combined ratio led our performance in the third quarter as we grew book value by 2.3%. This result was impacted by approximately 4 combined ratio points of legacy reserve development, as inflationary pressure has persisted in discontinued areas of our business.”
David Einhorn, Chairman of the Board of Directors, said, “The third quarter was challenging period in the equity markets. A partial reversal of our gains in Green Brick Partners slightly more than offset good performance throughout the balance of the portfolio. Year-to-date through September 30, the Solasglas fund was up 9.1%.”
Third Quarter 2023 Results
Gross premiums written in the third quarter of 2023 were $183.1 million, compared to $155.1 million in the third quarter of 2022. The $27.9 million increase, or 18.0%, relates primarily to new contracts bounds during 2023 related to property, general liability, and specialty business.
The Company recognized net underwriting income of $14.4 million in the third quarter of 2023. By comparison, the equivalent period in 2022 incurred a net underwriting loss of $18.9 million. The combined ratio for the third quarter of 2023 was 91.2%, compared to 115.4% for the equivalent period in 2022.
The following table summarizes the components of our combined ratio.
| | | | | | | | | | | | | | |
| Underwriting ratios | | Third Quarter 2023 | | Third Quarter 2022 |
| Loss ratio - current year | | 61.4 | % | | 75.8 | % |
| Loss ratio - prior year | | (2.0) | % | | 1.7 | % |
| Loss ratio | | 59.4 | % | | 77.5 | % |
| Acquisition cost ratio | | 28.8 | % | | 30.2 | % |
| Composite ratio | | 88.2 | % | | 107.7 | % |
| Underwriting expense ratio | | 3.0 | % | | 7.7 | % |
| Combined ratio | | 91.2 | % | | 115.4 | % |
The Company’s total investment income during the third quarter of 2023 was $5.1 million. The Company’s investment in the Solasglas fund, managed by DME Advisors, returned (0.6)%, representing a net loss of $1.9 million. The Company reported $7.0 million of other investment income, primarily from interest earned on its restricted cash and cash equivalents.
The Company reported other non-underwriting loss of $1.3 million during the third quarter of 2023, due primarily to foreign exchange losses driven by the weakening of the pound sterling, partially offset by investment income on the funds withheld by the Lloyd’s syndicates.
The net income of $13.5 million contributed to the 2.3% increase in fully diluted book value per share for the quarter, which increased to $16.58 per share at September 30, 2023.
Greenlight Capital Re, Ltd. Third Quarter 2023 Earnings Call
Greenlight Re will host a live conference call to discuss its financial results on Thursday, November 9, 2023, at 9:00 a.m. Eastern Time. Dial-in details:
U.S. toll free 1-877-407-9753
International 1-201-493-6739
The conference call can also be accessed via webcast at:
https://event.webcasts.com/starthere.jsp?ei=1635367&tp_key=4b61cd0dfe
A telephone replay will be available following the call through November 14, 2023. The replay of the call may be accessed by dialing 1-877-660-6853 (U.S. toll free) or 1-201-612-7415 (international), access code
13741362. An audio file of the call will also be available on the Company’s website, www.greenlightre.com.
###
Non-GAAP Financial Measures
In presenting the Company’s results, management has included financial measures that are not calculated under standards or rules that comprise accounting principles generally accepted in the United States (GAAP). Such measures, including basic book value per share, fully diluted book value per share, and net underwriting income (loss), are referred to as non-GAAP measures. These non-GAAP measures may be defined or calculated differently by other companies. Management believes these measures allow for a more thorough understanding of the underlying business. These measures are used to monitor our results and should not be viewed as a substitute for those determined in accordance with GAAP. Reconciliations of such measures to the most comparable GAAP figures are included in the attached financial information in accordance with Regulation G.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on the Company’s behalf. These risks and uncertainties include the fluctuation of our results of operations from period to period; the impact of general economic, capital and credit market conditions, including banking sector instability, financial market illiquidity and fluctuations in interest rates, equity securities' prices and/or foreign currency exchange rates; a downgrade or withdrawal of our A.M. Best ratings; any suspension or revocation of any of our licenses; the performance of Solasglas Investments, LP; the carry values of our investments made under our Greenlight Re Innovations pillar may differ significantly from those that would be used if we carried these investments at fair value; our level of debt and its adverse impact on our liquidity; impact of United States federal income taxes and legal uncertainties and other factors described in our most recent Form 10-K filed with the Securities and Exchange Commission (“SEC”), as those factors may be updated from time to time in our periodic and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, which speak only as to the date of this release, whether as a result of new information, future events, or otherwise, except as provided by law.
About Greenlight Capital Re, Ltd.
Greenlight Re (www.greenlightre.com) provides multiline property and casualty insurance and reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland, and its Lloyd’s platform, Greenlight Innovation Syndicate 3456. The Company complements its underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies. In 2018, the Company launched its Greenlight Re Innovations unit, which supports technology innovators in the (re)insurance space by providing investment capital, risk capacity, and access to a broad insurance network.
Investor Relations Contact
Karin Daly
Vice President, The Equity Group Inc.
(212) 836-9623
IR@greenlightre.ky
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
(expressed in thousands of U.S. dollars, except per share and share amounts)
| | | | | | | | | | | |
| September 30, 2023 | | December 31, 2022 |
| Assets | | | |
| Investments | | | |
| Investment in related party investment fund | $ | 228,991 | | | $ | 178,197 | |
| Other investments | 67,648 | | | 70,279 | |
| Total investments | 296,639 | | | 248,476 | |
| Cash and cash equivalents | 41,302 | | | 38,238 | |
| Restricted cash and cash equivalents | 622,624 | | | 668,310 | |
| Reinsurance balances receivable (net of allowance for expected credit losses) | 640,391 | | | 505,555 | |
| Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses) | 28,191 | | | 13,239 | |
| Deferred acquisition costs | 85,102 | | | 82,391 | |
| Unearned premiums ceded | 18,700 | | | 18,153 | |
| Other assets | 6,680 | | | 6,019 | |
| Total assets | $ | 1,739,629 | | | $ | 1,580,381 | |
| Liabilities and equity | | | |
| Liabilities | | | |
| Loss and loss adjustment expense reserves | $ | 658,234 | | | $ | 555,468 | |
| Unearned premium reserves | 340,582 | | | 307,820 | |
| Reinsurance balances payable | 69,882 | | | 105,135 | |
| Funds withheld | 13,406 | | | 21,907 | |
| Other liabilities | 6,781 | | | 6,397 | |
| Debt | 74,879 | | | 80,534 | |
| Total liabilities | 1,163,764 | | | 1,077,261 | |
| | | |
| Shareholders' equity | | | |
| | | |
| Ordinary share capital (par value $0.10; authorized, 125,000,000; issued and outstanding, 35,337,407 (2022: Class A: par value $0.10; authorized, 100,000,000; issued and outstanding, 28,569,346: Class B: 2022: par value $0.10; authorized, 25,000,000; issued and outstanding, 6,254,715) | $ | 3,534 | | | $ | 3,482 | |
| Additional paid-in capital | 481,908 | | | 478,439 | |
| Retained earnings | 90,423 | | | 21,199 | |
| Total shareholders' equity | 575,865 | | | 503,120 | |
| Total liabilities and equity | $ | 1,739,629 | | | $ | 1,580,381 | |
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
(UNAUDITED)
(expressed in thousands of U.S. dollars, except percentages and per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 |
| 2023 | | 2022 | | 2023 | | 2022 |
| Underwriting revenue | | | | | | | |
| Gross premiums written | $ | 183,074 | | | $ | 155,146 | | | $ | 524,472 | | | $ | 435,812 | |
| Gross premiums ceded | (14,789) | | | (8,801) | | | (35,740) | | | (21,973) | |
| Net premiums written | 168,285 | | | 146,345 | | | 488,732 | | | 413,839 | |
| Change in net unearned premium reserves | (5,175) | | | (24,397) | | | (43,030) | | | (55,747) | |
| Net premiums earned | $ | 163,110 | | | $ | 121,948 | | | $ | 445,702 | | | $ | 358,092 | |
| Underwriting related expenses | | | | | | | |
| Net loss and loss adjustment expenses incurred | | | | | | | |
| Current year | $ | 100,143 | | | $ | 92,444 | | | $ | 273,570 | | | $ | 251,231 | |
| Prior year | (3,300) | | | 2,116 | | | 10,502 | | | 1,558 | |
| Net loss and loss adjustment expenses incurred | 96,843 | | | 94,559 | | | 284,072 | | | 252,789 | |
| Acquisition costs | 46,933 | | | 36,821 | | | 126,702 | | | 106,101 | |
| Underwriting expenses | 4,639 | | | 3,285 | | | 14,046 | | | 10,034 | |
| Deposit interest expense | 278 | | | 6,148 | | | 645 | | | 6,373 | |
| Net underwriting income (loss) | $ | 14,417 | | | $ | (18,865) | | | $ | 20,237 | | | $ | (17,205) | |
| | | | | | | |
| Income (loss) from investment in related party investment fund | $ | (1,853) | | | $ | 8,521 | | | $ | 27,791 | | | $ | 24,474 | |
| Net investment income (loss) | 6,958 | | | 3,038 | | | 24,705 | | | 11,978 | |
| Total investment income (loss) | $ | 5,105 | | | $ | 11,559 | | | $ | 52,496 | | | $ | 36,452 | |
| Net underwriting and investment income (loss) | $ | 19,522 | | | $ | (7,306) | | | $ | 72,733 | | | $ | 19,247 | |
| | | | | | | |
| Corporate expenses | $ | 3,266 | | | $ | 4,104 | | | $ | 13,820 | | | $ | 12,693 | |
| Other (income) expense, net | 1,293 | | | 6,784 | | | (13,399) | | | 13,374 | |
| Interest expense | 1,457 | | | 1,091 | | | 2,977 | | | 3,411 | |
| Income tax expense (benefit) | 29 | | | (816) | | | 111 | | | (823) | |
| Net income (loss) | $ | 13,477 | | | $ | (18,469) | | | $ | 69,224 | | | $ | (9,408) | |
| | | | | | | |
| Earnings (loss) per share | | | | | | | |
| Basic | $ | 0.40 | | | $ | (0.56) | | | $ | 2.03 | | | $ | (0.28) | |
| Diluted | $ | 0.39 | | | $ | (0.56) | | | $ | 1.99 | | | $ | (0.28) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The following tables present the Company’s net premiums earned and underwriting ratios by line of business:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Three months ended September 30 |
| 2023 | | 2022 |
| Property | | Casualty | | Other | | Total | | Property | | Casualty | | Other | | Total |
| ($ in thousands except percentage) |
| Net premiums earned | $ | 24,362 | | | $ | 93,514 | | | $ | 45,234 | | | $ | 163,110 | | | $ | 10,951 | | | $ | 76,511 | | | $ | 34,486 | | | $ | 121,948 | |
| Underwriting ratios | | | | | | | | | | | | | | | |
| Loss ratio | 54.1 | % | | 67.4 | % | | 45.6 | % | | 59.4 | % | | 120.1 | % | | 79.6 | % | | 59.4 | % | | 77.5 | % |
| Acquisition cost ratio | 17.7 | | | 31.9 | | | 28.2 | | | 28.8 | | | 19.0 | | | 31.6 | | | 30.6 | | | 30.2 | |
| Composite ratio | 71.8 | % | | 99.3 | % | | 73.8 | % | | 88.2 | % | | 139.1 | % | | 111.2 | % | | 90.0 | % | | 107.7 | % |
| Underwriting expense ratio | | | | | | | 3.0 | | | | | | | | | 7.7 | |
| Combined ratio | | | | | | | 91.2 | % | | | | | | | | 115.4 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30 | | Nine months ended September 30 |
| 2023 | | 2022 |
| Property | | Casualty | | Other | | Total | | Property | | Casualty | | Other | | Total |
| ($ in thousands except percentage) |
| Net premiums earned | $ | 63,854 | | | $ | 259,075 | | | $ | 122,773 | | | $ | 445,702 | | | $ | 37,577 | | | $ | 225,322 | | | $ | 95,193 | | | $ | 358,092 | |
| Underwriting ratios | | | | | | | | | | | | | | | |
| Loss ratio | 81.6 | % | | 67.0 | % | | 47.5 | % | | 63.8 | % | | 76.2 | % | | 71.0 | % | | 67.5 | % | | 70.6 | % |
| Acquisition cost ratio | 18.5 | | | 31.0 | | | 28.2 | | | 28.4 | | | 22.6 | | | 28.6 | | | 34.8 | | | 29.6 | |
| Composite ratio | 100.1 | % | | 98.0 | % | | 75.7 | % | | 92.2 | % | | 98.8 | % | | 99.6 | % | | 102.3 | % | | 100.2 | % |
| Underwriting expense ratio | | | | | | | 3.3 | | | | | | | | | 4.6 | |
| Combined ratio | | | | | | | 95.5 | % | | | | | | | | 104.8 | % |
GREENLIGHT CAPITAL RE, LTD.
KEY FINANCIAL MEASURES AND NON-GAAP MEASURES
Management uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value. Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP. We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and facilitate a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as substitutes for those determined under U.S. GAAP.
The non-GAAP financial measures used in this report are:
•Basic book value per share and fully diluted book value per share; and
•Net underwriting income (loss)
These non-GAAP financial measures are described below.
Basic Book Value Per Share and Fully Diluted Book Value Per Share
We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated. Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Basic book value per share and fully diluted book value per share should not be viewed as substitutes for the comparable U.S. GAAP measures.
We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) aggregate of ordinary shares issued and outstanding, including all unvested service-based restricted shares, and the earned portion of performance-based restricted shares granted after December 31, 2021. We exclude shares potentially issuable in connection with convertible notes if the conversion price exceeds the share price. We repaid all outstanding convertible notes on August 1, 2023 without issuing any shares.
Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options, unvested service-based RSUs, and the earned portion of unvested performance-based RSUs granted. Fully diluted book value per share also includes the dilutive effect, if any, of ordinary shares expected to be issued upon settlement of the convertible notes.
Our primary financial goal is to increase fully diluted book value per share over the long term. We use fully diluted book value per share as a financial measure in our annual incentive compensation.
The following table presents a reconciliation of the non-GAAP financial measures basic and fully diluted book value per share to the most comparable U.S. GAAP measure:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2023 | | June 30, 2023 | | March 31, 2023 | | December 31, 2022 | | September 30, 2022 | | |
| | ($ in thousands, except per share and share amounts) |
| Numerator for basic and fully diluted book value per share: | | | | | | | | | | | |
| Total equity (U.S. GAAP) (numerator for basic and fully diluted book value per share) | $ | 575,865 | | | $ | 561,121 | | | $ | 510,041 | | | $ | 503,120 | | | $ | 466,952 | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Denominator for basic and fully diluted book value per share: (1) | | | | | | | | | | | |
| Ordinary shares issued and outstanding as presented in the Company’s consolidated balance sheets | 35,337,407 | | 35,272,013 | | 35,262,678 | | 34,824,061 | | 34,824,061 | | |
| Less: Unearned performance-based restricted shares granted after December 31, 2021 | (785,003) | | (820,156) | | (851,828) | | (516,489) | | (539,161) | | |
| Denominator for basic book value per share | 34,552,404 | | 34,451,857 | | 34,410,850 | | 34,307,572 | | 34,284,900 | | |
| Add: In-the-money stock options, service-based RSUs granted, and earned performance-based RSUs granted | 171,150 | | 164,116 | | 157,431 | | 187,750 | | 183,790 | | |
| Denominator for fully diluted book value per share | 34,723,554 | | 34,615,973 | | 34,568,281 | | 34,495,322 | | 34,468,690 | | |
| Basic book value per share | $ | 16.67 | | | $ | 16.29 | | | $ | 14.82 | | | $ | 14.66 | | | $ | 13.62 | | | |
| Increase (decrease) in basic book value per share ($) | $ | 0.38 | | | $ | 1.47 | | | $ | 0.16 | | | $ | 1.04 | | | $ | (0.56) | | | |
| Increase (decrease) in basic book value per share (%) | 2.3 | % | | 9.9 | % | | 1.1 | % | | 7.6 | % | | (3.9) | % | | |
| | | | | | | | | | | |
| Fully diluted book value per share | $ | 16.58 | | | $ | 16.21 | | | $ | 14.75 | | | $ | 14.59 | | | $ | 13.55 | | | |
| Increase (decrease) in fully diluted book value per share ($) | $ | 0.37 | | | $ | 1.46 | | | $ | 0.16 | | | $ | 1.04 | | | $ | (0.55) | | | |
| Increase (decrease) in fully diluted book value per share (%) | 2.3 | % | | 9.9 | % | | 1.1 | % | | 7.7 | % | | (3.9) | % | | |
(1) For periods prior to January 1, 2022, all unvested restricted shares are included in the “basic” and “fully diluted” denominators. Restricted shares with performance-based vesting conditions granted after December 31, 2021, are included in the “basic” and “fully diluted” denominators to the extent that the Company has recognized the corresponding share-based compensation expense. At September 30, 2023, the aggregate number of unearned restricted shares with performance conditions not included in the “basic” and “fully diluted” denominators was 947,492 (June 30, 2023: 982,645, March 31, 2023: 1,014,317, December 31, 2022: 709,638, September 30, 2022: 732,310).
Net Underwriting Income (Loss)
One way that we evaluate the Company’s underwriting performance is by measuring net underwriting income (loss). We do not use premiums written as a measure of performance. Net underwriting income (loss) is a performance measure used by management to evaluate the fundamentals underlying the Company’s underwriting operations. We believe that the use of net underwriting income (loss) enables investors and other users of the Company’s financial information to analyze our performance in a manner similar to how management analyzes performance. Management also believes this measure follows industry practice and allows the users of financial information to compare the Company’s performance with that of our industry peer group.
Net underwriting income (loss) is considered a non-GAAP financial measure because it excludes items used to calculate net income before taxes under U.S. GAAP. We calculate net underwriting income (loss) as net premiums earned less net loss
and loss adjustment expenses, acquisition costs, underwriting expenses, and deposit interest expense. The measure excludes, on a recurring basis: (1) investment income (loss); (2) other income (expense) not related to underwriting, including foreign exchange gains or losses, and Lloyd’s interest income and expense; (3) corporate general and administrative expenses; and (4) interest expense. We exclude total investment income or loss, foreign exchange gains or losses, and Lloyd’s interest income or expense as we believe these items are influenced by market conditions and other factors unrelated to underwriting decisions. Additionally, we exclude corporate and interest expenses because these costs are generally fixed and not incremental to or directly related to our underwriting operations. We believe all of these amounts are largely independent of our underwriting process, and including them could hinder the analysis of trends in our underwriting operations. Net underwriting income (loss) should not be viewed as a substitute for U.S. GAAP net income before income taxes.
The reconciliations of net underwriting income (loss) to income (loss) before income taxes (the most directly comparable U.S. GAAP financial measure) on a consolidated basis are shown below:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 |
| 2023 | | 2022 | | 2023 | | 2022 |
| ($ in thousands) |
| Income (loss) before income tax | $ | 13,506 | | | $ | (19,285) | | | $ | 69,335 | | | $ | (10,231) | |
| Add (subtract): | | | | | | | |
| Total investment (income) loss | (5,105) | | | (11,559) | | | (52,496) | | | (36,452) | |
| Other non-underwriting (income) expense | 1,293 | | | 6,784 | | | (13,399) | | | 13,374 | |
| Corporate expenses | 3,266 | | | 4,104 | | | 13,820 | | | 12,693 | |
| Interest expense | 1,457 | | | 1,091 | | | 2,977 | | | 3,411 | |
| Net underwriting income (loss) | $ | 14,417 | | | $ | (18,865) | | | $ | 20,237 | | | $ | (17,205) | |
GREENLIGHT CAPITAL RE, LTD.
ANNOUNCES NEW CHIEF EXECUTIVE OFFICER
Simon Burton to Depart; Greg Richardson to be Appointed Chief Executive Officer, Effective January 1, 2024
GRAND CAYMAN, Cayman Islands – November 7, 2023 - Greenlight Capital Re, Ltd. (Nasdaq: GLRE) (the “Company” or “Greenlight Re”), a multiline property and casualty insurer and reinsurer, today announced that Simon Burton, the Company’s Chief Executive Officer, has informed the Board of Directors of his intention to depart from the Company and step down as a director, effective as of December 31, 2023. In connection with Mr. Burton’s impending departure, Greenlight Re announced that Greg Richardson will be appointed as the Company’s new Chief Executive Officer and a member of the Board of Directors, effective as of January 1, 2024. Mr. Burton will serve as an advisor and provide transitional services through April 2024.
Mr. Richardson 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 Harbor Point Re (which merged with Max Re Capital to form Alterra Re) from 2006 to 2013. 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.
“Greg’s deep expertise in the industry and experience in a number of underwriting and strategic positions, makes him uniquely suited for the Chief Executive Officer role at Greenlight Re. I am confident the team will capitalize on our significant growth opportunities with Greg at the helm,” said David Einhorn, Chairman of the Board of Directors at Greenlight Re. “Greg is an exceptional leader, and the Board and I believe he is the right person to guide Greenlight Re through our next chapter.”
“On behalf of the Board, I want to thank Simon for his leadership and dedication throughout his tenure at the Company. We are grateful for all he has done for Greenlight Re and wish him well in all of his future endeavors,” Mr. Einhorn further stated. “We look forward to building on everything we have accomplished during Simon’s tenure as the opportunities that lie ahead appear more promising than ever given the favorable reinsurance environment.”
About Greenlight Capital Re, Ltd.
Greenlight Re (www.greenlightre.com) provides multiline property and casualty insurance and reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland, and its Lloyd’s platform, Greenlight Innovation Syndicate 3456. The Company complements its underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies. In 2018, the Company launched its Greenlight Re Innovations unit, which supports technology innovators in the (re)insurance space by providing investment capital, risk capacity, and access to a broad insurance network.
Forward Looking Statements
This news release contains forward-looking statements concerning Greenlight Capital Re, Ltd. and/or its subsidiaries (the “Company”) within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on the Company’s behalf. These risks and uncertainties include the fluctuation of our results of operations from period to period; the impact of general economic, capital and credit market conditions, including banking sector instability, financial market illiquidity and fluctuations in interest rates, equity securities' prices and/or foreign currency exchange rates; a downgrade or withdrawal of our A.M. Best ratings; any suspension or revocation of any of our licenses; the performance of Solasglas Investments, LP; the carry values of our investments made under our Greenlight Re Innovations pillar; our level of debt and its adverse impact on our liquidity; impact of United States federal income taxes and legal uncertainties and other factors described in our Forms 10-K and 10-Q filed with the Securities Exchange Commission on March 8, 2023, and August 2, 2023, respectively. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as provided by law.
For further information contact:
Investor Relations:
Karin Daly
Vice President, The Equity Group Inc.
(212) 836-9623
IR@greenlightre.ky
v3.23.3
Cover
|
Nov. 08, 2023 |
| Cover [Abstract] |
|
| Document Type |
8-K
|
| Document Period End Date |
Nov. 03, 2023
|
| Entity Registrant Name |
GREENLIGHT CAPITAL RE, LTD.
|
| Entity Incorporation, State or Country Code |
E9
|
| Entity File Number |
001-33493
|
| Entity Address, Address Line One |
65 Market Street
|
| Entity Address, Address Line Two |
Suite 1207, Jasmine Court
|
| Entity Address, City or Town |
Camana Bay
|
| Entity Address, Country |
KY
|
| Entity Address, Postal Zip Code |
KY1-1205
|
| City Area Code |
205
|
| Local Phone Number |
291-3440
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Title of 12(b) Security |
Ordinary Shares
|
| Trading Symbol |
GLRE
|
| Security Exchange Name |
NASDAQ
|
| Entity Emerging Growth Company |
false
|
| Entity Central Index Key |
0001385613
|
| Amendment Flag |
false
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionISO 3166-1 alpha-2 country code.
| Name: |
dei_EntityAddressCountry |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:countryCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Register to chat with like-minded investors on our interactive forums.
Hot Features
Premium
