Bruce Lederman
About Bruce R. Lederman
Bruce R. Lederman, 82, has served as an independent director of Global Indemnity Group, LLC (GBLI) since January 2025. He is a retired Latham & Watkins senior partner (1969–2000) specializing in business transactions, former law clerk to U.S. District Judge Irving Hill, and a serial company co‑founder (Digital PowerRadio; Critical Alert Systems; a SPAC-focused hedge fund; and HD Partners Acquisition Corp.). He attended the London School of Economics, earned a B.S. in Economics (cum laude) from Wharton (UPenn), and a J.D. (cum laude) from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Latham & Watkins LLP | Attorney; Senior Partner (business transactions) | 1969–2000 | Led complex corporate transactions; retired as senior partner |
| U.S. District Court (C.D. Cal.) | Law Clerk to Hon. Irving Hill | 1968–1969 | Federal judicial clerkship |
| HD Partners Acquisition Corp. (AMEX: HDP) | Co-founder (SPAC) | Dissolved 2008 | SPAC sponsor/strategy |
| SPAC-focused hedge fund | Co-founder | 2008– | Public-market SPAC investing |
| Digital PowerRadio, LLC | Co-founder | 2012– | Digital transmission/storage IP development |
| Critical Alert Systems, Inc. | Co-founder | 2009– | Hospital communications services |
| Telecom towers company | Co-founder | N/A (sold) | Build/buy telecom towers |
| Liquid personal care manufacturer | Co-founder | N/A (sold) | Manufacturing/operations |
External Roles
| Company/Institution | Role | Public/Private | Notes |
|---|---|---|---|
| Digital PowerRadio, LLC | Co-founder | Private | Product/IP development in digital transmission |
| Critical Alert Systems, Inc. | Co-founder | Private | Healthcare communications |
| HD Partners Acquisition Corp. | Co-founder | Public (AMEX: HDP) | SPAC; dissolved 2008 |
| SPAC-focused hedge fund | Co-founder | Private | Public equities (SPACs) |
No current public company directorships other than GBLI were disclosed .
Board Governance
- Independence: The Board determined that Bruce R. Lederman is independent under NYSE and SEC rules .
- Committee assignments and roles:
- Audit Committee – Member; designated “audit committee financial expert” by the Board .
- Nomination, Compensation & Governance (Nom‑Comp) Committee – Member; committee held 4 meetings in 2024 .
- Enterprise Risk Management (ERM) Committee – Chair .
- Board/committee activity & attendance: The Board held 9 meetings in 2024; all directors serving in 2024 attended ≥75% of Board and applicable committee meetings. No director attended the 2024 annual shareholder meeting. Note: Lederman joined in Jan 2025, so 2024 attendance metrics pre‑date his service .
- Controlled company considerations: GBLI is a “controlled company” under NYSE rules due to affiliated Fox Paine funds holding >50% voting power. As a result, GBLI is exempt from certain NYSE independence requirements (majority independent board; fully independent compensation and nominating processes) . Under the LLCA, the Class B Majority Shareholder (Fox Paine entities with ~84% voting power as of Apr 14, 2025) appointed five of six directors for 2025, including Lederman (appointed Jan 17, 2025) .
Fixed Compensation (Non‑Employee Director Structure)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑employee directors) | $50,000 | Cash or restricted Class A shares at director election |
| Audit Committee – Chair | $150,000 | Additional retainer |
| Audit Committee – Member (non‑chair) | $75,000 | Additional retainer |
| Conflicts Committee – Chair | $100,000 | Additional retainer |
| Conflicts Committee – Member (non‑chair) | $75,000 | Additional retainer |
| Investment Committee – Chair | $150,000 (increased to $200,000 for 2025) | Additional retainer |
| Investment Committee – Member (non‑chair) | $50,000 | Additional retainer |
| Nom‑Comp Committee – Chair | $75,000 | Additional retainer |
| Nom‑Comp Committee – Member (non‑chair) | $50,000 | Additional retainer |
| Executive Committee – Chair | $150,000 | Additional retainer |
| Executive Committee – Member (non‑chair) | $50,000 | Additional retainer |
| ERM Committee – Chair | $125,000 (increased to $150,000 for 2025) | Additional retainer |
| ERM Committee – Member (non‑chair) | $75,000 | Additional retainer |
- Form of pay: Non‑employee directors may elect cash or restricted Class A shares; share counts set quarterly using VWAP over the quarter (minus dividends). If shares are elected, GBLI pays a “Gross‑Up Amount” equal to 37% of quarterly compensation (cash or shares at director election) .
- No per‑meeting attendance fees; reasonable expenses reimbursed (except for Mr. Fox) .
Note: 2024 Director Compensation Table lists non‑employee director equity grant values and tax gross‑ups by quarter; Lederman joined in 2025 and therefore is not included in 2024 figures .
Performance Compensation
| Feature | Design | Metrics |
|---|---|---|
| Equity vehicle | Restricted Class A shares (quarterly grants if elected) | No performance conditions; equity is an alternative to cash retainers |
| Tax treatment | 37% Gross‑Up Amount on equity elections | Not contingent on performance metrics |
| Performance metrics | Not applicable to non‑employee directors | N/A |
There are no disclosed performance-based metrics (e.g., TSR, EBITDA) for non‑employee director pay at GBLI; compensation is retainer‑based with optional settlement in restricted shares and associated gross‑up .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Controlled company structure | Fox Paine entities held ~84% of voting power as of Apr 14, 2025, entitled to appoint five of six directors; Lederman was appointed a Designated Director on Jan 17, 2025 . |
| Potential interlocks | None specifically disclosed for Lederman beyond appointment by the controlling shareholder. The Conflicts Committee (Gersch, Karlinsky) evaluates related‑party matters; Lederman is not on this committee . |
Expertise & Qualifications
- Designated “audit committee financial expert” by the Board (skills in reading/understanding financial statements; SEC definition) .
- Deep transactional law background and repeat company founder across technology, healthcare communications, SPACs, telecom infrastructure, and consumer manufacturing .
- Advanced education: Wharton B.S. (cum laude); Harvard Law J.D. (cum laude); London School of Economics attendance .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % As‑Converted Ownership | Voting Power % | As‑Of Date |
|---|---|---|---|---|
| Bruce R. Lederman | 64,284 | * | * | April 14, 2025 |
- “*” indicates less than 1% .
- Ownership table calculated per Rule 13d‑3; as‑of April 14, 2025 .
Alignment policies and restrictions:
- Insider Trading Policy: Prohibits short sales and options; forbids margin purchases/holding in margin accounts; requires approval by Board Chair for any hypothecation/sale/disposition while on the Board and for 12 months post‑service .
- Equity for directors granted under the 2023 Share Incentive Plan; quarterly VWAP determination for share issuance when elected .
Board Governance (Committee Focus)
| Committee | Membership | Role | 2024 Meetings | Key Duties |
|---|---|---|---|---|
| Audit | Gersch (Chair), Karlinsky, Lederman | Member; “financial expert” | 4 | Oversees financial reporting, auditor selection, internal controls, audit scope/results |
| Nomination, Compensation & Governance | McGeehan (Chair), Karlinsky, Lederman | Member | 4 | Director nominations, governance principles, exec & equity plan oversight, CD&A, executive sessions without management |
| Enterprise Risk Management | Karlinsky, Lederman (Chair), McGeehan | Chair | N/A | Reports on risks to capital/liquidity, cyber/IT/ops, ratings; establishes key risk indicators |
Related‑Party Exposure and Conflicts (Context)
- Management Agreement with Fox Paine & Co.: Annual service fee $3.2 million for the 12‑month period beginning Sept 5, 2024 (CPI‑U adjusted), plus expense reimbursement; potential additional transaction fees subject to Conflicts/Audit Committee approval; change‑in‑control cash fees contemplated .
- March 6, 2025: Issuance of 550,000 Class A‑2 shares (grant date fair value $11.0 million) plus $0.2 million cash to Fox Paine & Co. for services related to an internal reorganization (“Project Manifest”), approved with recusals noted .
- Conflicts oversight: Conflicts Committee (independent directors) investigates/reviews related‑party transactions; members who are parties to a transaction recuse from voting .
Governance Assessment
Strengths:
- Independent director with substantial transactional/legal experience; designated audit committee financial expert .
- Chairs ERM Committee, providing direct oversight of enterprise risk (capital, liquidity, cybersecurity/IT, ratings) .
- Strong alignment mechanisms: ability to take director pay in stock; trading/pledging prohibitions and post‑service sale constraints reinforce long‑term focus .
Watch items / potential red flags:
- Controlled company status with five of six directors appointed by Fox Paine; this reduces certain NYSE independence requirements and concentrates influence, including Lederman’s own appointment as a Designated Director .
- Recurring and material related‑party economics with controlling shareholder (e.g., $3.2 million annual service fee; $11.0 million Class A‑2 share issuance and $0.2 million cash for Project Manifest) heighten conflict risk; oversight depends on Conflicts/Audit Committees’ rigor (Lederman is not on Conflicts Committee) .
- Director compensation structure includes a 37% “Gross‑Up Amount” on equity elections, which some investors view as shareholder‑unfriendly; however, it may be paid in cash or shares per director election .
- No 2024 annual meeting attendance by any director; although Lederman was not yet on the Board, poor attendance optics can affect investor perceptions .
Shareholder feedback context:
- 2023 Say‑on‑Pay approval exceeded 99%; Nom‑Comp Committee made no material changes in response, citing strong support .
Policy constraints and director covenants:
- Non‑compete provisions in the Non‑Employee Director Compensation Plan require repayment of Gross‑Up Amounts if violated, at the Chair’s discretion to waive where in the Company’s best interest .
Executive sessions and engagement:
- Nom‑Comp Committee regularly holds executive sessions without management; Board reported numerous additional deliberations beyond scheduled meetings, but no director attended the 2024 annual meeting (pre‑Lederman) .
Overall implication for investors: Lederman brings seasoned transactional judgment and risk oversight to the Board (ERM Chair, Audit member/financial expert), but the controlled company framework and significant related‑party arrangements with Fox Paine necessitate ongoing scrutiny of independent committee processes and director compensation optics (notably equity gross‑ups) .