David Sigmon
About David Sigmon
David Sigmon (age 42) is General Counsel, Chief Compliance Officer & Corporate Secretary at Greenlight Capital Re (GLRE) since April 2023; he also assumed the Chief Risk Officer role at Greenlight Re in March 2025, signaling increasing responsibility in legal, compliance, and risk oversight . He holds a B.A. from The George Washington University, a J.D. (cum laude) from Brooklyn Law School, and an LL.M. from Georgetown University Law Center (completed June 2024) . Company performance context: 2024 net income was $42.8m, gross written premium grew 9.7% YoY, combined ratio was 101.4%, and diluted book value per share grew 7.2% (AM Best outlook revised to positive in Oct-2024); GLRE’s pay-versus-performance table shows 2024 TSR translating to $138.48 on a $100 base and 7.2% growth in fully diluted BVPS, aligning incentives to key value drivers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Everest Group, Ltd. | Vice President, Associate General Counsel | Aug 2017 – Apr 2023 | Senior corporate law, capital markets and complex transaction counsel |
| AmTrust Financial Services, Inc. | General Counsel, Unique Risk Underwriting | 2013 – 2017 | Led legal for unique risk underwriting portfolios |
| International law firm (NYC) | Associate Attorney | Pre-2013 | Early-career broad corporate and transactional exposure |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | — | — | None disclosed in the proxy |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (rate) | $390,000 | $420,000 |
| Target bonus (% of base) | 50% | 50% |
| Actual non-equity incentive paid | $125,970 | $105,000 (paid Mar-2025) |
| Discretionary bonus | — | $55,000 (approved Mar-2025) |
| 2025 base change (reference) | — | Increased to $450,000 in Mar-2025 |
Performance Compensation
- 2024 Short-Term Incentive Plan (STIP) structure (Sigmon): 50% company AOP metric / 50% individual performance .
- Company AOP metric missed (actual -1.7% vs threshold ≥0.0%), resulting in 0% payout on the company half .
- Individual performance assessment for 2024: 152% (reflecting extraordinary contributions amid CEO transition) .
| STIP Component (2024) | Weight | Threshold | Target | Max | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|---|---|
| Adjusted Operating Profit (AOP) | 50% | 0.0% | 6.3% | 12.6% | -1.7% | 0.0% | Paid in Mar-2025 |
| Individual Performance | 50% | n/a | n/a | Discretionary >100% possible | 152% | 152% of target on individual portion | Paid in Mar-2025 |
- Long-Term Incentive (LTI) – 2024 awards (granted Mar 15, 2024): mix of Performance RSUs (67%) and Time-based RSUs (33%) .
- Time-based RSUs vest ratably over 3 years (1/1/2025, 1/1/2026, 1/1/2027) .
- Performance RSUs (2024–2026 cycle) metrics and curve (cliff vest after 3 years) :
| LTI Metric (2024–2026) | Weight | Threshold (50% payout) | Target (100%) | Max (200%) | Vesting |
|---|---|---|---|---|---|
| Fully Diluted BVPS Growth | 65% | 12.5% | 22.5% | 40.5% | Cliff vest post 3-year performance |
| Combined Ratio | 35% | 99% (50%) | 97% (100%) | 94% or less (200%) | Cliff vest post 3-year performance |
- 2024 RSU counts (Sigmon): Time-based RSUs 4,344; Performance RSUs (threshold 4,411 / target 8,821 / max 17,642) .
- 2025 RSU grant (Sigmon): 15,957 RSUs on Mar 14, 2025 under the 2023 Plan (valued at target) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 27,010 shares; <1% of outstanding |
| Components of beneficial ownership | Includes 25,562 restricted shares from 2023 sign-on (unvested as of 12/31/2024) |
| Unvested RSUs (not counted as beneficially owned) | 11,717 RSUs as of 4/17/2025 (no voting/disposition rights until vest) |
| 2024 year-end outstanding awards snapshot | Time-vest RSUs: 4,344 ($60,816 at $14.00); Performance RSUs (threshold): 4,411 ($61,754 at $14.00) |
| Options | None for Sigmon (no option line items) |
| Pledging/Hedging | Company prohibits hedging and pledging; no pledges disclosed for Sigmon (only one director disclosed a pledge) |
| Ownership guidelines | NEOs must hold 2x base salary; all NEOs in compliance subject to transition periods as of 12/31/2024 |
Vesting calendar and potential supply:
- 2023 sign-on restricted shares (25,562) cliff-vest 3 years after grant date (vest expected Mar-2026, subject to service) .
- 2024 time-based RSUs (4,344) vest ratably on 1/1/2025, 1/1/2026, 1/1/2027 .
- 2024 performance RSUs settle after 3-year performance period (2024–2026) with payout 0–200% of target .
- 2025 RSUs (15,957) granted Mar-2025 under the 2023 Plan (plan terms govern; mix not specified in proxy) .
Employment Terms
| Term | Summary |
|---|---|
| Start date / role | Employment agreement dated Mar 6, 2023; GC/CCO/Corporate Secretary since Apr 2023 |
| Contract term | No fixed term |
| Base salary / Target bonus | Base $420,000 in 2024; target bonus 50% of base; base increased to $450,000 in Mar-2025 |
| STIP structure (2024) | 50% Company AOP / 50% Individual performance |
| LTI eligibility | Awards under 2023 Omnibus Incentive Plan |
| Clawback | Company-wide clawback policy compliant with Exchange Act Section 10D and Nasdaq Rule 5608 |
| Hedging/Pledging | Prohibited (pre-existing pledges grandfathered) |
| Ownership guidelines | 2x base salary; transition period allowed; NEOs compliant as of 12/31/2024 |
| Restrictive covenants | Employment agreements include non-disclosure, non-compete, and non-solicitation provisions (terms not detailed in proxy) |
Change-in-control and severance economics (12/31/2024 reference point):
- Equity generally accelerates upon change in control; restricted shares/RSUs accelerate upon death/disability as well .
- Sigmon severance: 1x base salary (paid over 12 months) plus Actual Pro-Rated Bonus on termination without cause/for good reason; immediate vesting of initial sign-on restricted equity grant .
| Scenario (Sigmon) | Pro-Rated Bonus ($) | Total Cash Severance ($) | Accelerated Equity Value ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause | 105,000 | 428,077 (incl. Cayman statutory) | 418,684 | 951,761 |
| Termination for Good Reason | 105,000 | 420,000 | 418,684 | 943,684 |
| Death | 105,000 | N/A | 542,178 | 647,178 |
| Disability | 105,000 | 8,077 (statutory) | 542,178 | 655,255 |
| Change in Control | — | — | 542,178 | 542,178 |
Compensation Structure Observations
- Pay-for-performance discipline: Company AOP shortfall in 2024 drove a 0% payout on the company half of the STIP; Sigmon’s payout was driven by a 152% individual score and a discretionary bonus, reflecting perceived exceptional contribution amidst leadership transition .
- LTI focus: Performance RSUs tied to fully diluted BVPS growth (65% weight) and underwriting combined ratio (35%), with rigorous curves (e.g., BVPS growth at 22.5% for target; combined ratio ≤94% for max), aligning with shareholder value creation and underwriting quality .
- Single-trigger equity acceleration: Restricted equity generally accelerates upon change-in-control—some investors view single-trigger as a governance risk (vs. double-trigger) .
- Shareholder feedback: Say-on-pay approval exceeded 95% at the 2024 AGM, suggesting broad investor support for program design .
Investment Implications
- Alignment: Strong LTI linkage to BVPS growth and underwriting discipline, firm ownership guidelines (2x salary), no hedging/pledging, and a robust clawback framework support alignment and mitigate downside behavioral risk .
- Execution and retention: Expanded remit (adding Chief Risk Officer of Greenlight Re) plus 2024 STIP individualized recognition and 2025 RSU grant (15,957 units) indicate high internal confidence and thoughtful retention design around a critical control function .
- Overhang/sell pressure timing: Watch vesting dates—2023 sign-on grant cliffs in Mar-2026; time-based RSUs vest annually on Jan 1, 2025–2027; performance RSUs from 2024 grant settle after FY-2026—monitor Form 4 activity around these windows for potential supply .
- Governance watchouts: Single-trigger CoC vesting remains a moderate red flag; however, high say-on-pay support and an anti-pledging policy (with limited grandfathering) temper governance risk .
- Company performance sensitivity: 2024 AOP miss (0% company STIP payout) and 101.4% combined ratio highlight underwriting volatility; yet 7.2% BVPS growth, net income of $42.8m, and AM Best outlook to positive suggest improving franchise trajectory—LTI metrics should reward durable value creation if underwriting improves .