Brian Riley
About Brian Riley
Brian J. Riley, 55, is Chief Financial Officer of Global Indemnity Group, LLC (GBLI) and has served in the role since April 2024; he previously held senior finance roles at GBLI and joined its predecessor in 1995 after starting his career at KPMG in 1991 . He holds a B.S. in Accounting from Pennsylvania State University . Company performance context: GBLI reported 2024 net income of $43,241,000 and underwriting income of $17.822 million; the pay-versus-performance TSR index value was 138 for 2024 (2019 base=100) . GBLI operates with no debt and had $1.7 billion in assets (including a $1.4 billion investment portfolio) per the proxy overview .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Indemnity Group and predecessors | Chief Financial Officer | Apr 2024–present | Leads finance, capital allocation, and reporting across GBLI’s insurance businesses |
| Global Indemnity Group | Senior Vice President & Controller | Feb 2020–Mar 2024 | Oversaw consolidation, controls, and reporting through strategic transitions |
| Global Indemnity Group | Vice President & Corporate Controller | Jan 2015–Jan 2020 | Advanced FP&A and statutory reporting capabilities |
| Global Indemnity predecessor companies | Accounting Manager | May 1995–2014 | Foundational accounting leadership during legacy operations |
| KPMG | Auditor | 1991–1995 | External audit experience in assurance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG | Auditor | 1991–1995 | Built technical auditing skillset applied later at GBLI |
Fixed Compensation
| Year | Base Salary (Approved) | Salary Paid (Summary Comp) | Other Compensation Details |
|---|---|---|---|
| 2024 | $450,000 (increased from $400,000 in Mar 2024) | $438,462 | 401(k) match $20,700; life insurance premiums $288 |
Performance Compensation
Annual Cash Bonus – Structure and Results (2024)
| Metric | Weight (%) | Threshold ($) | Target ($) | Maximum ($) | Actual ($) |
|---|---|---|---|---|---|
| Consolidated Actual Adjusted Accident Year Underwriting Income | 50 | 16,403,000 | 32,806,000 | 39,367,000 | 33,400,000 |
| Ratio of Actual to Planned Gross Written Premiums | 20 | 200,600,000 | 401,200,000 | 481,440,000 | 399,976,000 |
| Expense and Budget Management | 15 | — | — | — | — |
| Service Quality | 15 | — | — | — | — |
- Earned 2024 cash bonus: $215,000; the committee exercised discretion in adjustments to reflect individual performance .
Long-Term Incentives (2024 cycle granted March 2025)
| Instrument | Threshold ($) | Target ($) | Max ($) | Granted ($) | Vesting |
|---|---|---|---|---|---|
| Book Value Rights (BVRs) indexed to Belmont Holdings GX, Inc. | 180,000 | 225,000 | 270,000 | 250,000 | 16.5% at 1st anniversary; 16.5% at 2nd; 17% at 3rd; 50% based on Belmont consolidated policy year combined ratio over 4 years |
Stock Options (2024 grants)
| Grant Date | Securities | Exercise Price ($/sh) | Expiration | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Mar 6, 2024 | 50,000 options | $30.00 | Mar 6, 2029 | 1/3 on Mar 6, 2025; 1/3 on Mar 6, 2026; 1/3 on Mar 6, 2027 (contingent on continued employment) | $292,000 |
- Time-vesting BVRs from prior awards vested and settled in cash in 2024: $49,039 reported under “Bonus” .
Equity Ownership & Alignment
| Holder | Direct/Beneficial Ownership | Options (Exercisable within 60 days) | Options Unexercisable (12/31/2024) | Ownership % of Shares Outstanding |
|---|---|---|---|---|
| Brian J. Riley | 16,950 Class A shares | 16,666 Class A via options | 50,000 options at $30 (unexercisable at 12/31/2024) | <1% (*) |
- Ownership guidelines: None currently; company may consider adopting in future .
- Pledging/hedging: Company policy prohibits pledging, margin accounts, short sales, and trading in options on Company stock; Rule 10b5-1 plans permitted with legal approval .
- Change-in-control: Single-trigger acceleration of all unvested BVRs and options at close of change in control .
Employment Terms
| Item | Key Terms |
|---|---|
| Agreement | Executive Employment Agreement dated Oct 14, 2004 (Penn-America), assumed by GBLI; initial 3-year term, auto-renewed for another 3 years and thereafter 1-year renewals unless 90-day notice |
| Base Salary within Agreement | Originally $165,000; increased over time (current base salary set by committee at $450,000 for 2024) |
| Severance – Without Cause / Good Reason / Non-Renewal | 12 months base salary; prorated annual cash bonus based on actual performance; prorated performance-based LTI based on actual performance; continued vesting of restricted stock or options; 12 months medical/dental (or cash); 12 months life insurance premiums (or cash) |
| For Cause (failure to perform duties) | 6 months base salary and medical/dental benefits continuation |
| Non-Compete / Non-Solicit | Post-termination non-compete and employee non-solicit: 6 months (extended to 1 year if severance is paid under the agreement) |
| Change-in-Control Treatment | All unvested BVRs and options vest immediately before closing (single-trigger) |
| Clawback | Company’s clawback policy applies to executive officers for erroneously awarded incentive compensation during the last three completed fiscal years following a required restatement |
Investment Implications
- Pay-for-performance alignment: CFO cash bonus and BVR LTI are explicitly tied to underwriting income and gross written premiums, with actual 2024 underwriting income modestly above target; Riley earned $215,000 in cash bonus and $250,000 in BVRs for 2024, indicating operational execution tied to underwriting profitability .
- Retention and selling pressure: 50,000 options vesting annually through 2027 and BVRs with multi-year time/performance tranches create staggered value realization; single-trigger CIC acceleration increases optionality but may raise governance concerns; insider policy restricts pledging/short sales, mitigating forced selling risk .
- Ownership alignment: Direct beneficial ownership is <1%, with alignment primarily via options and BVRs rather than significant shareholding; absence of formal ownership guidelines suggests reliance on incentive design rather than mandated holdings .
- Severance economics: Pro-rata bonuses and continued vesting under severance elevate retention value and could be viewed as executive-friendly; however, clawback coverage and performance gating on LTI provide guardrails .
- Company context: GBLI’s 2024 net income of $43.241 million and underwriting income of $17.822 million, alongside a TSR index value of 138, provide a constructive backdrop for CFO-linked metrics; monitoring underwriting income and premium growth remains key for future payouts and potential trading catalysts around vesting dates .
Overall signal: Incentives emphasize underwriting profitability and premium scaling with multi-year vesting. Low personal share ownership suggests alignment is primarily via options/BVRs. Single-trigger acceleration is a governance watchpoint; trading windows around option/BVR vest dates could be near-term activity signals .