Saul Fox
About Saul A. Fox
Saul A. Fox (age 71) is Chairman of the Board of GBLI and founder/CEO of Fox Paine & Company. He has served as GBLI’s chairman since the Company’s predecessor was founded in 2003 and briefly as CEO in 2007. He is not independent under NYSE/SEC rules; GBLI is a controlled company with Fox Paine entities holding the majority voting power. Education: JD (cum laude) University of Pennsylvania; BA (summa cum laude) Temple University. Track record: 99 transactions totaling $21B; $1.7B equity → $5.9B (3.4x ROI; 39% average IRR).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fox Paine & Company | Founder & Chief Executive | Founded 1996; ongoing | Strategic adviser to GBLI across M&A, capital, structure; conceived “Project Manifest” reorganization to optimize value creation |
| Global Indemnity (GBLI) | Chairman; CEO (interim) | Chairman since 2003; CEO Feb–Jun 2007 | Led strategic transactions (acquisitions, IPO, buybacks, redomestication); approved $629M+ in buybacks/dividends |
| Kohlberg Kravis Roberts (KKR) | General Partner | 1984–1997 | Led acquisitions/divestitures including American Reinsurance, Canadian General Insurance, Motel 6 |
| Latham & Watkins LLP | Attorney (tax/commercial) | Pre-1984 | Legal experience in tax and commercial law |
External Roles
| Organization | Role |
|---|---|
| University of Pennsylvania Law School | Board/trustee roles (historical) |
| Hoover Institute | Board/trustee roles (historical) |
| United States Library of Congress | Board/trustee roles (historical) |
Board Governance
- Independence: Board determined only Gersch, Karlinsky, Lederman are independent; Fox is not independent. GBLI is a NYSE “controlled company,” exempt from certain independence requirements due to Fox Paine affiliates holding >50% voting power.
- Board leadership: CEO and Chairman roles are separated; Chairman is independent of management but is founder/CEO of Fox Paine, GBLI’s controlling shareholder.
- Meetings & attendance: Board met 9 times in 2024; all directors met ≥75% attendance; no director attended the 2024 annual meeting. Executive sessions of independent directors held at least twice/year.
- Committees and Fox’s roles:
- Executive Committee: Members Fox, Gersch; Chair: Fox.
- Investment Committee: Members Fox, Gersch, McGeehan; Chair: McGeehan.
- Conflicts Committee: Members Gersch (Chair), Karlinsky (Fox is not a member).
- Audit Committee: Gersch (Chair), Karlinsky, Lederman (Fox is not a member).
- Nomination, Compensation & Governance: McGeehan (Chair), Karlinsky, Lederman (Fox is not a member).
- Enterprise Risk Management: Lederman (Chair), Karlinsky, McGeehan (Fox is not a member).
- Technology Committee existed in 2024 (not in 2025 committee list): Tolman (Chair), Fox, Karlinsky.
Fixed Compensation
- Structure: Non‑employee directors receive annual retainers payable in cash or restricted Class A shares at their election; if shares are elected, “Gross-Up Amounts” equal to 37% may be paid in cash or shares. No meeting fees; reasonable expenses reimbursed (except Fox).
- Retainer schedule (selected items):
- Base Director: $50,000; Chairperson: +$150,000; Audit Chair: +$150,000; Conflicts Chair: +$100,000 (2025); Investment Chair: +$200,000 (2025; was $150,000); Executive Chair: +$150,000; ERM Chair: +$150,000 (2025; was $125,000).
- Year-over-year director pay (Saul Fox): | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | |---|---|---|---|---| | 2023 | — | 714,281 | 242,021 (tax gross-up) | 956,301 | | 2024 | — | 714,281 | — | 714,281 |
Performance Compensation
- No performance-based compensation disclosed for directors; compensation is fixed retainers (payable in cash or stock) without stated performance metrics.
| Performance Metric | Applies to Director Compensation? |
|---|---|
| Underwriting income / GWP / TSR-based metrics | Not disclosed/applicable for directors |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Fox.
- Network/interlocks:
- Fox is controlling shareholder via Fox Paine entities; management agreement and transactions create related-party exposure (see next section).
- Legal services paid to Greenberg Traurig ($168,698 in 2024); Karlinsky (director) is a shareholder at Greenberg Traurig but remained independent; legal services ceased upon his Audit Committee appointment in 2025.
Expertise & Qualifications
- Private equity leadership and insurance transaction experience (KKR, Fox Paine); significant capital markets and M&A expertise; legal training.
Equity Ownership
- Beneficial ownership as of April 14, 2025: | Holder | Class A Shares | Class A % | Class B Shares | Class B % | Total Voting Power % | As-Converted Ownership % | |---|---|---|---|---|---|---| | Saul A. Fox | 6,422,212 | 45.0% | 3,793,612 | 100% | 9.0% | 45.0% | | Fox Paine & Company LLC + affiliated funds | 3,620,673 | 25.4% | 3,620,673 | 95.4% | 74.8% | 25.4% |
- Combined control: Fox Paine Fund/FM Entities beneficially own 100% of Class B and ~84% of GBLI voting power.
- Anti-hedging/pledging: Insider trading policy prohibits margin purchases, short sales, options trading, borrowing against accounts, and pledging company securities; directors also face transfer restrictions for 12 months post-service unless Chair approves.
- Alignment signal: Fox Paine has approved >$629M of distributions and has not sold GBLI shares nor participated in buybacks.
Related Party Transactions (Conflict Risk)
| Transaction | Terms | Timing/Amount | Approval/Notes |
|---|---|---|---|
| Management Agreement (Third Amended & Restated) with Fox Paine & Co. LLC | Ongoing strategic/financial advisory services to GBLI; Annual Service Fee indexed to CPI-U; fee can be deferred and accrues at portfolio return rate | $3.2M annual fee for 12 months beginning Sept 5, 2024 | Subject to Conflicts/Audit Committee review; indemnification provided; change-in-control fees may be paid upon termination of services |
| Issuance of Class A‑2 Common Shares to Fox Paine & Co. LLC | 550,000 Class A‑2 shares (profit interest above $475.3M threshold), fully vested; same voting/dividend rights as Class A | Grant-date fair value $11.0M + $0.2M cash (approved Mar 6, 2025) | Recommended by Conflicts Committee; Board approved; CEO Brown recused from vote |
| Series A Cumulative Fixed Rate Preferred Shares to Wyncote LLC (Fox Paine affiliate) | $1,000 per share; targeted 11% priority return; non-voting, but right to appoint two directors if unpaid priority return persists over six distribution dates | $4.0M issued Aug 27, 2020; $1,893,240 distributions paid as of Mar 31, 2025 | Rights embedded in LLCA Share Designation |
| Legal services (Greenberg Traurig) | Insurance regulatory & transactions counsel | $168,698 in 2024 | Director Karlinsky associated; independence affirmed; services ceased after Jan 17, 2025 Audit Committee appointment |
Equity Ownership Details (Director group)
- All directors/executives as a group hold 52.5% of Class A and 100% of Class B, representing 86.4% of total voting power and 54.0% as‑converted ownership.
Fixed vs. Equity Mix Trend (Director—Fox)
- 2023: Stock awards plus gross-up; 2024: stock awards only; suggests shift away from gross-up payments year-over-year for Fox.
Say‑on‑Pay & Shareholder Feedback
- 2023 Say‑on‑Pay approval: over 99% support; Board maintained program structure.
- Frequency: Triennial say‑on‑pay adopted after 2023 vote.
Employment & Contracts (Director-specific covenants)
- Non-compete provisions for directors: If a director “Competes with the Companies” during service or within 12 months post-service, repayment of all Gross‑Up amounts received since Jan 1, 2020 is required; Chair may grant exemptions at discretion.
Governance Assessment
- Strengths:
- Separation of Chair/CEO; active independent committees (Audit, Conflicts, Nom‑Comp, ERM); regular executive sessions; formal clawback policy aligned with Dodd‑Frank/NYSE standards.
- Clear insider trading and anti‑pledging rules; director compensation delivered in equity supports alignment.
- Concerns/RED FLAGS:
- Controlled company with Fox Paine appointing 5 of 6 directors; concentrated voting control (~84%) limits minority shareholder influence.
- Extensive related‑party transactions: $3.2M annual fee to Fox Paine; $11.0M Class A‑2 issuance tied to internal reorganization; affiliated preferred interests with pay‑to‑appoint rights—material conflicts potential despite Conflicts Committee oversight.
- Chair’s dual role as controlling shareholder executive could affect board independence and perceived objectivity on strategic/compensation matters.
- No director attendance at 2024 annual meeting (optics risk for engagement).
- Net view for investors: Governance structure centralizes control and introduces related‑party exposure that warrants a discount or stricter monitoring; however, committee architecture and formal policies provide mitigating oversight, and equity‑based director pay plus non‑pledging policy support alignment.
Monitoring priorities: Conflicts Committee decisions on Fox Paine arrangements; future issuances (e.g., profit‑interest shares); changes in Series A Preferred status triggering board appointments; evolution of director gross‑up practices; board attendance/engagement disclosures.