David Einhorn
About David Einhorn
David Einhorn (age 56) has served as Chair of the Board of GLRE since its formation in 2004 and has been a director since 2004. He co‑founded and is President of DME Capital Management, LP d/b/a Greenlight Capital (since January 1996), and is President of DME Advisors, LP, investment advisor to Solasglas Investments, LP (SILP), in which GLRE invests. He graduated summa cum laude with distinction from Cornell University in 1991 with a B.A. in the College of Arts and Sciences . Einhorn is classified as a non‑independent director due to his affiliation with DME Advisors and related parties .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenlight Capital Re, Ltd. (GLRE) | Chair of the Board; Director | Chair since Aug 2004; Director since 2004 | Board leadership separated from CEO; supports underwriting and investment strategy |
| DME Capital Management, LP (Greenlight Capital) | Co‑Founder; President | Since Jan 1996 | Affiliate to GLRE’s investment advisor; investment expertise leveraged at GLRE |
| DME Advisors, LP | President | Since formation | Advisor to SILP, where GLRE invests; creates related‑party exposure to fees and performance allocations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Green Brick Partners, Inc. (Nasdaq: GRBK) | Chair of the Board; Director | Director since Apr 2006; Chair role disclosed | SILP and DME affiliates collectively owned 27.1% of GRBK as of Dec 31, 2024; DME may face trading limits on GRBK on behalf of SILP |
Board Governance
- Structure and independence: GLRE has separated Chair, Lead Independent Director (Joseph Platt), and CEO roles. Einhorn is non‑independent; seven of ten directors are independent .
- Committee assignments: Einhorn serves on the Underwriting Committee (members: Bryan Murphy, chair; David Einhorn; Leonard Goldberg; Greg Richardson). He is not listed as a member of the Audit, Compensation, or Nominating/Governance/Corporate Responsibility Committees, which are composed solely of independent directors .
- Attendance and engagement: The Board met four times in 2024. Each director attended at least 75% of Board and applicable committee meetings, except Joseph Platt (50% due to health reasons). All directors attended the 2024 annual general meeting; executive sessions are typically scheduled before or after each Board meeting and led by the Lead Director .
- Risk oversight: The Board and committees oversee strategic, underwriting, financial reporting, legal/regulatory, and cybersecurity risks; Audit oversees related‑party transactions .
Fixed Compensation
Einhorn does not receive GLRE director compensation. Under GLRE’s policy, all directors other than Mr. Einhorn, Mr. Roitman, and anyone serving as CEO receive: $70,000 annual retainer (cash quarterly or restricted shares vesting within a year), annual restricted shares valued at $105,000, plus additional cash fees for certain committee chairs (Audit chair $25,000; Lead Director $30,000; Underwriting, Compensation, Nominating chairs $10,000 each). Einhorn is excluded from this program .
| Director | Cash Retainer ($) | Equity Grant ($) | Chair/Lead Fees ($) | Total ($) |
|---|---|---|---|---|
| David Einhorn | $0 | $0 | $0 | $0 |
Performance Compensation
GLRE does not disclose any performance‑based director compensation applicable to Einhorn (no RSUs/PSUs/director options). Performance metrics disclosed in the proxy pertain to executive/employee plans, not non‑employee director pay .
| Component | Metric | Weighting | Vesting/Terms |
|---|---|---|---|
| Not applicable for David Einhorn | — | — | Einhorn excluded from director equity and cash program |
Other Directorships & Interlocks
| Company | Role | Interlock/Ownership | Potential Conflict |
|---|---|---|---|
| Green Brick Partners (GRBK) | Chair/Director | SILP and certain DME affiliates owned 27.1% of GRBK as of Dec 31, 2024 | DME Advisors may be limited in trading GRBK for SILP under securities laws |
Expertise & Qualifications
- Qualifications: “Business acumen, public company board experience, extensive investment experience and share ownership” cited by the Board as reasons for Einhorn’s nomination .
- Board skills matrix highlights for Einhorn include insurance/financial services, senior leadership, global/international experience; broader Board skills cover financial reporting, risk management, legal/regulatory, and technology/cybersecurity across members .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David Einhorn | 6,254,715 | 18.10% | 4,864,227 via DME 2022 Holdings LLC; 1,390,488 via David M. Einhorn 2021‑07 Family Trust; outstanding shares base 34,557,449 as of Apr 17, 2025 |
| Principal Shareholder listing | 6,254,715 | 18.10% | Company’s principal beneficial owner table as of Jan 31, 2025 |
- Director stock ownership guidelines: Non‑employee directors must hold shares equal to 5x the annual cash retainer within five years of appointment; as of Dec 31, 2024, all directors were in compliance, subject to transition periods .
- Hedging/pledging: GLRE prohibits hedging and pledging of company stock by officers and directors; existing pledges at policy adoption are grandfathered .
- Section 16 compliance: No delinquent filings reported for 2024 .
Related‑Party Transactions and Conflicts
| Agreement/Relationship | Counterparty | Terms/Fees | 2024 Amount | Notes |
|---|---|---|---|---|
| SILP Limited Partnership Agreement | DME Advisors II, LLC (General Partner controlled by Einhorn); DME Advisors, LP (advisor) | Performance allocation: 10% profits up to carryforward, 20% above; loss carryforward reduces allocation until recoupment+150% of loss | $3.7 million performance allocation to DME II | Reflects investment income allocation; LPA amended 2019 to revise carryforward mechanics |
| Investment Advisory Agreement (IAA) for SILP | DME Advisors, LP | 1.5% annual management fee on Investment Portfolio; initial term to Aug 31, 2023, auto‑renews in 3‑year terms | $6.1 million management fees | Fees paid by SILP included in company investment income |
| Service Agreement (Investor Relations) | DME Advisors, LP | $5,000 per month plus expenses; terminable on 30 days notice | $60,000 | Continuous one‑year renewals; affiliated entity controlled by Einhorn |
| Collateral Assets Investment Mgmt Agreement (CMA) | DME Advisors, LP | Manages certain collateral assets; no fees under CMA; terminable on 30 days notice | $0 | Must comply with collateral investment guidelines |
| Shareholders’ Agreement (Registration Rights) | Assigned to David Einhorn (from GCI) | Unlimited demand registration rights; extended to June 30, 2034 (Amendment No. 3 on May 30, 2024) | N/A | Grants registration rights over Einhorn’s ordinary shares |
| Investment Portfolio Caps (LPA updates) | DME Advisors II, DME Advisors | Max Investment Portfolio increased from 50% to 60% (Jan 1, 2023) and to 70% (Aug 1, 2024) of GLRE Surplus | N/A | Letter Agreement and Second Restated LPA amendments governing risk allocation and caps |
- Independence determination: Einhorn deemed not independent due to affiliation with DME Advisors and fee relationships; certain independent directors are LPs in Greenlight Funds but did not benefit from SILP advisory fees and were deemed independent after review .
- Audit/related‑party oversight: Audit Committee charter requires review/approval of related‑party transactions; GLRE maintains a written related‑party transaction policy .
Governance Assessment
-
Strengths
- Board leadership separation (Chair/CEO/Lead Independent Director) with regular executive sessions; enhances oversight independence despite Chair’s non‑independence .
- Majority independent Board and fully independent Audit/Compensation/Nominating committees; strong risk oversight and auditor engagement (Deloitte; pre‑approval policies) .
- Director ownership guidelines and prohibition on hedging/pledging support alignment; 2024 say‑on‑pay approval over 95% indicates shareholder support for compensation practices .
-
RED FLAGS / Conflict Watch
- Extensive related‑party exposure via SILP: recurring management fees ($6.1m) and performance allocations ($3.7m) payable to affiliates controlled by Einhorn; investor relations fee to DME Advisors ($60k) .
- Increase of the permissible Investment Portfolio cap to 70% of GLRE Surplus (Aug 1, 2024) magnifies investment reliance on affiliate‑managed SILP, raising potential conflicts around fee extraction and risk concentration .
- Einhorn’s non‑independence and Underwriting Committee membership warrant vigilant oversight to avoid real/perceived influence over underwriting strategy that could be aligned with investment interests .
-
Mitigants
- Formal related‑party transaction policy requiring approval by independent directors; Audit Committee reviews related‑party transactions .
- Lead Independent Director and independent committee chairs provide counter‑balance in governance .
Notes and References
- Director nominees, committee membership, skills matrix, and biographical information .
- Board leadership, independence status, and risk oversight .
- Underwriting Committee membership and responsibilities .
- Director compensation structure and Einhorn exclusion ; independent director compensation table .
- Beneficial ownership and principal shareholder tables .
- Hedging/pledging prohibition and clawback policy .
- Related‑party transactions, agreements, fees, and registration rights .
- Attendance and executive session practices .
- Say‑on‑pay approval (>95% in 2024) .