Thomas McGeehan
About Thomas M. McGeehan
Thomas M. McGeehan, 67, has served as a director of Global Indemnity Group, LLC (GBLI) since April 2024 after retiring as GBLI’s Chief Financial Officer on March 31, 2024. He previously held senior finance roles at GBLI and its predecessors since 2001, and earlier worked at Colonial Penn Insurance Company, a GE Financial Assurance subsidiary (1985–2001). He holds a BBA from Temple University, an MBA from La Salle University, and a Master of Taxation from Villanova University; his tenure on the GBLI board began April 1, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Indemnity Group, LLC | Director | Apr 2024–present | Chair: Nomination, Compensation & Governance; Chair: Investment; Member: Enterprise Risk Management |
| Global Indemnity Group, LLC | Chief Financial Officer | Aug 2011–Mar 2024 | Oversaw finance; retired Mar 31, 2024 |
| Global Indemnity Group, LLC | SVP & CFO | Dec 2009–Aug 2011 | Senior finance leadership |
| Global Indemnity Group, LLC | Interim CFO | May 2008–Dec 2009 | Interim finance leadership |
| United America Indemnity, Ltd. (GBLI predecessor) | Corporate Controller | Sep 2005–May 2008 | Corporate controller |
| GBLI predecessor companies | VP & Controller | May 2001–Sep 2005 | Finance leadership |
| Colonial Penn Insurance Company (GE Financial Assurance) | Various finance/marketing roles; Assistant VP Finance/Marketing & Accounting | 1985–2001 | Finance/marketing/accounting leadership |
External Roles
- No other public company directorships or external board roles are disclosed for Mr. McGeehan in the 2025 proxy .
Board Governance
- Independence status: The Board determined that Seth J. Gersch, Fred E. Karlinsky, and Bruce R. Lederman are independent; Mr. McGeehan is not listed as independent (he is a former CFO), and GBLI is a “controlled company” under NYSE rules due to Fox Paine’s >50% voting power .
- Board meetings and attendance: The Board held 9 meetings in 2024, and all directors serving in 2024 attended at least 75% of Board and applicable committee meetings; no director attended the 2024 Annual Meeting .
- Leadership structure: Separate CEO and Chairman roles; Chairman is non-executive (Saul A. Fox) .
- Executive sessions: Independent directors meet at least twice a year; Audit Committee Chair typically presides .
- Committee assignments for McGeehan:
- Nomination, Compensation & Governance Committee: Chair (members Karlinsky, Lederman; independent members noted) .
- Investment Committee: Chair (members Fox, Gersch) .
- Enterprise Risk Management Committee: Member (Chair Lederman; members Karlinsky, McGeehan) .
- Controlled company exemptions: GBLI is exempt from certain NYSE requirements regarding majority independent boards and fully independent compensation/nomination committees .
Fixed Compensation
- Structure: Non‑employee directors may elect to receive quarterly retainers as cash or restricted Class A Common Shares; if shares are elected, the Company pays “Gross‑Up Amounts” equal to 37% of compensation (payable in cash or shares), and there is a 12‑month post‑service non‑compete repayment obligation for Gross‑Up if violated .
- Insider trading and disposition restrictions: Directors cannot pledge, short, trade options, engage in margin, or dispose of Company securities without Chair approval while serving and for 12 months post‑service; Company’s Insider Trading Policy prohibits pledging/hedging .
2024 Non‑Employee Director Compensation (as reported)
| Director | Fees Earned in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Thomas M. McGeehan | — | 117,110 | — | 68,785 (tax gross‑up) | 185,895 |
2024 Quarterly Grant Date Fair Value Detail (Stock Awards)
| Service Period | Q2 2024 | Q3 2024 | Q4 2024 | Total |
|---|---|---|---|---|
| Grant Date Fair Value ($) | 24,984 | 42,128 | 49,997 | 117,110 |
Relevant Retainer and Fee Schedule (selected items)
| Role | Annual Amount ($) |
|---|---|
| Board Member (non‑employee) | 50,000 |
| Chair, Nomination, Compensation & Governance Committee | 75,000 |
| Chair, Investment Committee | 150,000 (increased to $200,000 for 2025) |
| Member, Enterprise Risk Management Committee (non‑chair) | 75,000 |
Performance Compensation
- No performance‑based director compensation is disclosed; non‑employee director awards are time‑based restricted Class A Common Shares tied to the elected retainer form. No director options or PSUs are reported for Mr. McGeehan; option awards in 2024 relate to executives, not directors .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No public company directorships/interlocks for Mr. McGeehan disclosed in proxy . |
Expertise & Qualifications
- Finance leadership: Long‑tenured GBLI finance executive including CFO roles; deep P&C insurance finance experience .
- Education: BBA (Temple), MBA (La Salle), Master of Taxation (Villanova) .
- Committee leadership: Chairs Compensation and Investment committees; member of Enterprise Risk Management .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Total Voting Power (%) | As‑Converted Ownership (%) |
|---|---|---|---|---|
| Thomas M. McGeehan | 66,940 | — | * (less than 1%) | * (less than 1%) |
- Outstanding equity awards (as of 12/31/2024): None for Mr. McGeehan in the NEO table (reflecting his status as former CFO); director equity awards are captured via stock retainer rather than options; no options shown for McGeehan .
- Pledging/hedging: Prohibited under Company policy; directors barred from margin accounts, short sales, and options trading; no pledging allowed .
- Ownership guidelines: Executive ownership guidelines are not established; for directors, no explicit ownership guideline disclosed; restrictions and election mechanics documented .
Governance Assessment
- Independence and committee leadership: Governance red flag—Mr. McGeehan is not classified as independent yet chairs the Nomination, Compensation & Governance Committee, which oversees executive compensation. GBLI is a controlled company and exempt from certain NYSE independence requirements, but the optics of a non‑independent former CFO chairing the compensation committee can undermine investor confidence in pay governance .
- Controlled company concentration: Fox Paine beneficially controls ~84% of voting power, appoints five of six directors, and receives a management fee ($3.2 million for the 12‑month period beginning Sept 5, 2024) and other transaction considerations. This concentrated control heightens related‑party risk and may limit minority shareholder influence, though a Conflicts Committee of independent directors reviews related‑party matters .
- Director compensation practices: Use of 37% “Gross‑Up Amounts” when stock retainer is elected is shareholder‑unfriendly relative to best practice; the Company enforces post‑service non‑compete repayment of gross‑ups and strict insider trading limits to partially mitigate alignment concerns .
- Attendance: Board/committee attendance thresholds were met (≥75%); however, no director attended the 2024 Annual Meeting, which may be viewed negatively for shareholder engagement .
- Risk oversight: McGeehan’s roles on Investment (Chair) and ERM (Member) place him at the center of capital allocation and risk management oversight, leveraging his CFO background; this is positive for board effectiveness in financial governance .
- Say‑on‑Pay signal: 2023 say‑on‑pay passed with >99% approval, indicating shareholder support for compensation programs that Mr. McGeehan now helps oversee; continued monitoring warranted given controlled company dynamics and committee independence composition .
Overall, Mr. McGeehan brings strong finance expertise and deep GBLI knowledge to key committees, but his non‑independent status while chairing the compensation committee and GBLI’s controlled company structure are notable governance risks requiring close monitoring of pay decisions, related‑party oversight, and shareholder engagement .