Seth Gersch

About Seth J. Gersch

Independent director of Global Indemnity Group, LLC (GBLI) since February 2008; age 77. Background includes senior operating roles in private equity and investment banking and current leadership of Eclipse Assets, LLC (Hindsight Vineyards/Hindsight Wines) in Napa Valley. Education: BBA in accounting and electronic data processing from Pace University. Tenure on GBLI’s board selected annually; nominated for a one-year term at the June 11, 2025 annual meeting .

Past Roles

External Roles

Board Governance

• Independence: Board determined Seth J. Gersch is independent under NYSE and SEC rules; also determined Audit Committee enhanced independence compliance .
• Committee assignments:
  • Audit Committee Chair; designated audit committee financial expert .
  • Conflicts Committee Chair .
  • Executive Committee member (Chair: Saul A. Fox) .
  • Investment Committee member .
• Attendance: Board held nine meetings in 2024; all directors met ≥75% attendance threshold for Board and committee meetings; no director attended the 2024 annual meeting (company has no attendance policy) .
• Executive sessions: Independent directors meet at least twice yearly; typically presided by the Audit Committee Chair (Gersch) .
• Controlled company: GBLI qualifies as a “controlled company” under NYSE rules due to Fox Paine affiliated funds holding >50% voting power; exempt from certain NYSE independence requirements for majority-independent board and fully independent comp/nom committees .
• Board size and designation rights: Six directors; Class B Majority Shareholder (Fox Paine Entities) entitled to appoint five designated directors under the LLC Agreement; Gersch nominated to the remaining seat for 2025–2026 term .

Fixed Compensation

2024 Quarterly Stock Awards (Grant Date Fair Value)

Director Retainer and Chair/Committee Fees (Eligibility Schedule)

Policy details:

• Non-employee directors may elect compensation payable in restricted Class A Common Shares; if stock is elected, “Gross-Up Amounts” equal to 37% are paid in cash, stock, or combination at director’s election .
• Non-compete repayment: If a director violates non-competition provisions within 12 months post-service, they must repay the total dollar value of all Gross-Up Amounts received since January 1, 2020, unless exempted by the Chairperson .

Performance Compensation

• No director-specific performance-based compensation framework is disclosed; non-employee director pay consists of retainers and committee fees, payable in cash or restricted shares under the 2023 Share Incentive Plan .
• The proxy’s performance metrics and incentive structures apply to named executive officers, not directors .

Other Directorships & Interlocks

Controlled-company and related-party context (Board-level signals):

• Fox Paine Entities control ≈84% voting power; entitled to appoint five of six directors; can control election of the remaining director .
• Management Agreement: Annual service fee paid to Fox Paine & Company, LLC (current fee $3.2M beginning 9/5/2024), CPI-U adjusted; additional transaction fees possible subject to independent committee approval .
• Class A-2 issuance: On 3/6/2025, Board (with CEO recused) approved issuance of 550,000 Class A-2 shares to Fox Paine & Company, LLC (grant date fair value $11.0M + $0.2M cash) for work on internal reorganization; Conflicts Committee recommended approval .

Expertise & Qualifications

• Audit Committee financial expert; able to read and understand fundamental financial statements per NYSE Manual and SEC rules .
• Deep financial/operational experience across private equity, investment banking, and broker-dealer operations (ThinkEquity; Presidio; Montgomery/Banc of America Securities) .
• Industry/operator perspective via ownership and management of Eclipse Assets/Hindsight Vineyards .
• Education: BBA (accounting and electronic data processing), Pace University .

Equity Ownership

Ownership alignment and restrictions:

• Insider Trading Policy prohibits pledging company securities, short sales, margin purchases, and options trading; directors also restricted from hypothecation/sale without Chair approval while serving and for 12 months post-service .
• No pledging by directors disclosed; director stock ownership guidelines for directors not disclosed (executive guidelines discussed separately) .

Governance Assessment

• Strengths:
  • Independent director with audit financial expertise; chairs Audit Committee and Conflicts Committee—key roles for financial reporting integrity and related-party oversight .
  • Equity-heavy director compensation (restricted stock) aligns incentives with shareholder returns; quarterly grants demonstrate ongoing exposure to stock performance .
  • Executive sessions presided by Audit Chair bolster independent oversight .
• Watch items / RED FLAGS:
  • Controlled company structure under NYSE rules reduces formal independence requirements; Fox Paine Entities appoint 5/6 directors and can influence the remaining seat .
  • Significant related-party economics including a $3.2M annual management fee and issuance of 550,000 Class A-2 shares ($11.0M grant-date fair value) to Fox Paine for reorganization services; requires vigilant Conflicts Committee oversight (Gersch chairs) .
  • Past affiliation: Gersch’s prior COO role at Fox Paine and minority ownership in GPLTD (<10%, no control) may present perceived conflicts; mitigated by formal independence determination and Conflicts Committee leadership .
  • Annual meeting engagement: no directors attended 2024 annual meeting (no attendance policy); investor-relations optics may be negative despite acceptable board/committee attendance .

Implication for investors: Gersch’s leadership on Audit and Conflicts Committees is a positive counterbalance to controlled-company risks and extensive related-party transactions with Fox Paine. Monitoring Conflicts Committee processes, transaction terms, and disclosures remains critical to assess board effectiveness and preserve investor confidence .

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References:
Director nomination and biography; tenure, age, education.
Board independence, meeting frequency, attendance, controlled company status, annual meeting attendance.
Audit Committee composition, chair role, independence, “financial expert”; Conflicts Committee composition/mandate.
Executive Committee membership and chair.
Investment Committee composition.
Executive sessions; governance guidelines; insider trading policy (pledging/margin/options prohibitions).
Director compensation framework; equity election; 37% Gross-Up; non-compete repayment provisions.
Director retainer/chair/member fee schedule.
2024 Non-Employee Director Compensation and quarterly grant values.
Beneficial ownership table; Gersch holdings and % as-converted.
Gersch is <10% shareholder of GPLTD; no control.
Related-party transactions: management agreement fees; issuance of Class A-2 shares to Fox Paine.