Bryan Murphy
About Bryan Murphy
Bryan Murphy (age 79) has served as an independent director of Greenlight Capital Re, Ltd. since 2008 and is Chair of the Board of Greenlight Reinsurance Ireland (GRIL) since December 5, 2018 . He holds a degree in Economics and Mathematics from University College Dublin and has over 40 years of insurance industry experience across the Cayman Islands, Ireland, Ethiopia, and Saudi Arabia, including CEO and founding director roles at Island Heritage Holdings Ltd. . He is currently a member of GLRE’s Audit Committee and chairs the Underwriting Committee; the Board classifies him as independent with no material transactions or relationships disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Island Heritage Holdings Ltd. | Founding Director & Chief Executive Officer | 1996–Dec 2007 | Led property, liability, and auto insurer; senior executive leadership |
| Trident Partnership | Consultant | 1994–1996 | Insurance advisory experience |
| International Risk Management Group | Various senior roles | 1978–1994 | Global risk management experience |
| Greenlight Reinsurance Ireland (GRIL) | Chair of the Board | Since Dec 5, 2018 | Oversight of Irish reinsurer subsidiary |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bahamas First General Insurance Co. | Director | 2014–2016 | General insurance in Bahamas |
| Montgomery Insurance Company | Director | Current | Non-public; industry role |
| Cayman First Insurance Company Ltd. | Director | Current | Non-public; industry role |
Board Governance
- Committee assignments: Audit Committee member; Underwriting Committee chair .
- Committee meetings held (FY2024): Audit 4; Underwriting 4; Compensation 4; Nominating & Governance 4 .
- Attendance: Board met 4 times in 2024; all directors attended ≥75% of Board/committee meetings except one director (Platt) who attended 50% due to health reasons; Murphy met the ≥75% threshold .
- Independence: Board determines Murphy is independent; no material transactions or relationships disclosed for Murphy .
- Executive sessions: Board highlights frequent executive sessions of independent members of the Board and committees .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $161,000 | $161,000 (includes €75,000 for GRIL services; translated at $1.08/€) |
| Stock Awards ($) | $105,000 | $105,000 |
| Total ($) | $266,000 | $266,000 |
| Annual Director Cash Retainer ($) | $70,000 (program detail) | $70,000 (payable in cash quarterly or in restricted shares) |
| Chair Fees (Underwriting Chair) ($) | $10,000 | $10,000 |
- 2024 director equity grants: 8,393 restricted ordinary shares issued to each independent director, including Murphy; unvested at Dec 31, 2024 .
- Program details: Annual equity grants of $105,000 in restricted shares; vest on the earlier of one year from grant or next AGM; accelerate upon death/disability or change-in-control .
Performance Compensation
| Component | Structure | Vesting | Performance Metrics |
|---|---|---|---|
| Director Restricted Shares (Annual Grant) | Grant date fair value $105,000 | Vest on earlier of 1-year or next AGM; accelerates on death/disability or change-in-control | None disclosed (time-based only) |
| Annual Retainer (if taken in restricted shares) | $70,000 value in restricted shares | Same vesting/acceleration terms as above | None disclosed (time-based only) |
No stock options, PSUs, or performance-linked metrics are disclosed for non-employee director pay; equity is time-based restricted shares with defined acceleration conditions .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock |
|---|---|---|---|
| Bahamas First General Insurance Co. | Private (not disclosed as public) | Director (2014–2016) | None disclosed |
| Montgomery Insurance Company | Not disclosed | Director (current) | None disclosed |
| Cayman First Insurance Company Ltd. | Not disclosed | Director (current) | None disclosed |
- Material relationships: For Murphy, “None”; Board independence table lists no material transactions or relationships .
- Related-party framework: Audit Committee reviews and approves related-party transactions under formal policy and charter .
Expertise & Qualifications
- 40+ years of insurance and reinsurance leadership, including CEO experience and international management across multiple geographies .
- Strategic and long-term planning capabilities; operational insights relevant to underwriting oversight; GRIL board leadership .
Equity Ownership
| Date | Shares Beneficially Owned | % of Shares Outstanding | Notable Details |
|---|---|---|---|
| April 19, 2024 | 149,131 | <1% (footnote) | Includes 9,342 restricted shares |
| April 17, 2025 | 157,524 | <1% (footnote) | Includes 8,393 restricted shares |
- Director ownership guidelines: 5x annual cash retainer; directors have up to 5 years to comply; as of Dec 31, 2024, all directors were in compliance (subject to transition periods) .
- Hedging/pledging: Company prohibits hedging and pledging of ordinary shares; no pledging by Murphy disclosed; separate footnote notes pledging by another director (Isaacs) in 2024 .
Governance Assessment
- Committee leadership and workload: Murphy chairs the Underwriting Committee (4 meetings in 2024) and serves on Audit (4 meetings in 2024), aligning with his deep underwriting and risk background .
- Independence and conflicts: Board deems Murphy independent with no material transactions; independence assessed under Nasdaq Rule 5605 with explicit review of potential fund affiliations among other directors; none for Murphy .
- Attendance/engagement: Board met 4 times in 2024; Murphy met ≥75% attendance expectations; all directors attended the 2024 AGM .
- Pay mix and alignment: Cash retainer plus modest chair fee ($10k) and annual restricted share grant ($105k) with ownership guidelines (5x retainer) supports alignment; Murphy’s cash total includes €75k for GRIL board service, reflecting dual subsidiary oversight rather than related-party conflicts .
- Shareholder signals: Say-on-pay support was high in 2024 (over 95% of votes cast); 2025 advisory vote results remained supportive (20,710,729 For vs 1,840,506 Against; 244,732 Abstain; 4,793,289 broker non-votes) .
Director Compensation Detail (Program Summary)
| Element | Amount | Terms |
|---|---|---|
| Annual Cash Retainer | $70,000 | Payable quarterly in cash or once in restricted shares; equity vests on earlier of 1-year or next AGM; accelerates on death/disability or change-in-control |
| Annual Equity Grant (Restricted Shares) | $105,000 | Same vesting/acceleration terms; 2024 grant amounted to 8,393 shares per director |
| Chair Fees | Audit Chair $25,000; Underwriting Chair $10,000; Compensation Chair $10,000; Nominating Chair $10,000 | Paid quarterly in advance |
| Lead Independent Director Fee | $30,000 | Paid quarterly in advance |
Committee Assignments (Murphy)
| Committee | Role | Meetings (FY2024) | Key Responsibilities |
|---|---|---|---|
| Underwriting Committee | Chair | 4 | Underwriting policies, process oversight, performance, risk management exposure |
| Audit Committee | Member | 4 | Financial reporting oversight, auditor independence/performance, internal controls, technology/cybersecurity, legal/regulatory compliance; prepares Audit Committee report |
Shareholder Meeting Results (Context)
| Item | 2024 AGM (July 25, 2024) | 2025 AGM (July 29, 2025) |
|---|---|---|
| Board Elections (Murphy) | 21,357,404 For; 1,255,386 Against; 883 Abstain; 5,602,642 broker non-votes | 21,661,948 For; 1,131,005 Against; 3,014 Abstain; 4,793,289 broker non-votes |
| Say-on-Pay | Over 95% approval (votes cast) | 20,710,729 For; 1,840,506 Against; 244,732 Abstain; 4,793,289 broker non-votes |
Policies and Safeguards
- Clawback: Company clawback policy compliant with Exchange Act Section 10(d); incentive compensation (cash and equity) recoverable in event of financial restatement .
- Insider trading/hedging/pledging: Hedging transactions prohibited; pledging prohibited (grandfathered pledges allowed); applies to officers, directors, employees .
- Related-party oversight: Formal policy and Audit Committee charter require pre-approval and review of related-party transactions; advance approval by independent directors .
RED FLAGS
- None disclosed for Murphy: independence affirmed; no material transactions; no pledging; attendance thresholds met .
Note: GLRE’s broader related-party ecosystem (DME Advisors/SILP) is disclosed and actively overseen; Murphy is not tied to these relationships per the independence table .