Fred Karlinsky
About Fred E. Karlinsky
Fred E. Karlinsky, 58, is an independent director of Global Indemnity Group, LLC (GBLI) since December 2023. He is a Shareholder and Co-Chair of Greenberg Traurig, LLP’s Global Insurance Regulatory and Transactions Practice Group, an adjunct professor of law at Florida State University College of Law, and currently chairs the Florida Supreme Court Judicial Nominating Commission. He holds a B.S. from the University of Miami and a J.D. from Florida State University College of Law . The Board has determined that Karlinsky is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenberg Traurig, LLP | Shareholder; Co-Chair, Global Insurance Regulatory & Transactions Practice Group | Current | Leader in insurance regulatory and transactions; 30+ years representing insurers/reinsurers |
| Florida State University College of Law | Adjunct Professor of Law | Current | Academic engagement in insurance/regulatory law |
| Florida Supreme Court Judicial Nominating Commission | Chair | Current | State-level judicial nomination leadership |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Greenberg Traurig, LLP | Shareholder; Co-Chair | No | Law firm provided $168,698 in legal services to GBLI in 2024; Board deemed Karlinsky independent; after his Audit Committee appointment on Jan 17, 2025, company is precluded from obtaining GT legal services (conflict mitigation) |
| Other Public Company Boards | — | None disclosed | No other public company directorships disclosed in proxy biography |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Karlinsky is independent under NYSE and SEC rules |
| Committees | Audit Committee (member; Chair: Seth J. Gersch) ; Conflicts Committee (member; Chair: Seth J. Gersch) ; Nomination, Compensation & Governance Committee (member; Chair: Thomas M. McGeehan) ; Enterprise Risk Management Committee (member; Chair: Bruce R. Lederman) |
| Attendance | Board held 9 meetings in 2024; all directors serving in 2024 attended ≥75% of Board and relevant committee meetings |
| Annual Meeting Attendance | No director attended the 2024 Annual Meeting (company has no formal director attendance policy for the annual meeting) |
| Executive Sessions | Independent directors meet at least twice a year; typically presided over by the Audit Committee Chair |
| Controlled Company | GBLI is a “controlled company” under NYSE rules; Fox Paine-affiliated entities hold ~84% of voting power and may appoint five of six directors, with ability to control election of remaining directors |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Stock Awards (aggregate grant-date fair value) | $299,994 | Quarterly restricted Class A share grants: $74,999 (Q1), $75,014 (Q2), $75,002 (Q3), $74,979 (Q4) |
| All Other Compensation (tax gross-up) | $176,190 | Gross-Up Amounts equal to 37% of elected share retainer; paid in cash/shares at director’s election |
| Total | $476,184 | Karlinsky elected equity retainer; non-employee directors may choose cash or restricted shares |
| Retainer & Committee Fee Schedule (non-employee directors) | Annual Fee |
|---|---|
| Board Member Retainer | $50,000 |
| Audit Committee – Chair / Member | $150,000 (Chair); $75,000 (Member) |
| Conflicts Committee – Chair / Member | $100,000 (Chair); $75,000 (Member) |
| Nom-Comp Committee – Chair / Member | $75,000 (Chair); $50,000 (Member) |
| Enterprise Risk Management – Chair / Member | $125,000 (Chair; increased to $150,000 for 2025); $75,000 (Member) |
Additional director compensation mechanics:
- Directors may elect to receive retainers in restricted Class A shares; Gross-Up Amounts equal to 37% of compensation for elected equity retainer .
- No meeting attendance fees; reimbursement of reasonable business-related expenses (except Mr. Fox) .
- Non-compete provision in the Non-Employee Director Compensation Plan with repayment obligation of all Gross-Up amounts since Jan 1, 2020 upon violation (Chair may grant exemptions) .
Performance Compensation
| Metric | Disclosure |
|---|---|
| Director performance-based pay | Not applicable — GBLI proxy does not disclose performance metrics tied to non-employee director compensation; director pay is structured as retainers and committee fees, optionally paid in restricted shares with Gross-Up |
Other Directorships & Interlocks
| Relationship | Nature | Governance Treatment |
|---|---|---|
| Greenberg Traurig, LLP | GBLI incurred $168,698 in 2024 legal fees from GT (Karlinsky is a Shareholder at GT) | Board determined Karlinsky remains independent; effective Jan 17, 2025, upon his Audit Committee appointment, GBLI is precluded from obtaining legal services from GT (mitigation of conflict) |
| Fox Paine control | Fox Paine-affiliated entities hold ~84% voting power; Chairman Saul A. Fox leads Fox Paine | Conflicts Committee (independent directors Gersch & Karlinsky) reviews and acts on related-party transactions; special share issuance and management fees reviewed/approved by independent committees |
Expertise & Qualifications
- 30+ years advising insurers, reinsurers, and insurance-related entities; Co-Chair, Global Insurance Regulatory & Transactions Practice at Greenberg Traurig .
- Academic and public service roles: adjunct professor, chair of Florida Supreme Court Judicial Nominating Commission .
- Education: B.S. (University of Miami), J.D. (Florida State University College of Law) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Voting Power | As-Converted Ownership |
|---|---|---|---|---|
| Fred E. Karlinsky | 12,460 | — | * | * |
- “*” denotes less than 1% beneficial ownership; see footnote indicating percentages that do not exceed 1% .
- No options or RSUs for Karlinsky are listed among outstanding executive/NEO equity awards as of Dec 31, 2024 .
- Hedging/pledging prohibited: insider trading policy bars pledging, margin, short sales, and options trading by directors; trading restricted and subject to pre-approval; post-service 12-month sale restriction unless approved by Chair .
Governance Assessment
-
Strengths
- Independent director with deep insurance regulatory expertise; serves on Audit, Conflicts, Nom-Comp, and ERM committees, supporting oversight breadth .
- Attendance ≥75% in 2024; independent directors hold regular executive sessions .
- Conflict mitigation: after Karlinsky’s Audit Committee appointment, GBLI precluded legal services from his firm; relationship previously reviewed with independence confirmed .
- Director equity retainer aligns interests; insider trading policy prohibits hedging/pledging, strengthening alignment .
-
Watch items / red flags
- Controlled company: Fox Paine holds ~84% voting power and appoints five of six directors, concentrating control; potential for related-party dynamics requiring robust Conflicts Committee oversight .
- Gross-Up payments to directors (37% when electing equity) dilute pay-for-performance optics and can be seen as shareholder-unfriendly for board compensation structure .
- No directors attended the 2024 Annual Meeting; while not required, lack of participation may be viewed negatively by some governance-focused investors .
-
Related-party oversight
- Conflicts Committee (Gersch, Chair; Karlinsky) empowered to investigate, evaluate, and act on related-party matters; retains advisors; reports to Board .
- Significant Fox Paine arrangements (management agreement fee ~$3.2M for 12 months beginning Sept 5, 2024; issuance of Class A-2 shares to Fox Paine for reorganization services) reviewed and approved by independent committees with recusals where conflicts exist .
Overall, Karlinsky’s independence, committee load (including Conflicts and Audit), and insurance regulatory expertise bolster board effectiveness. The controlled-company context, director Gross-Up mechanics, and prior law firm engagement require continued, transparent Conflicts Committee oversight to sustain investor confidence .