Faramarz Romer
About Faramarz Romer
Faramarz Romer, 49, is Chief Financial Officer of Greenlight Capital Re (GLRE) since April 2023 and a director of its Irish subsidiary GRIL since September 2023. He previously served as Chief Accounting Officer & Treasurer (Sep 2020–Mar 2023) and Reporting & Compliance Officer (2007–2020), and was a Senior Manager at KPMG; he holds a BA from Western University’s Ivey Business School and is a CPA and member of CPA Canada . Company pay-versus-performance disclosures highlight 2024 Total Shareholder Return of $138.48 on a $100 base (peer: $224.96), net income of $42.8m, and 7.2% growth in fully diluted book value per share—the company-selected measure linking compensation to performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Greenlight Capital Re (GLRE) | Chief Financial Officer | Apr 2023–Present | Leads finance/reporting; board director of GRIL since Sep 2023 |
| Greenlight Capital Re (GLRE) | Chief Accounting Officer & Treasurer | Sep 2020–Mar 2023 | Oversaw accounting and treasury |
| Greenlight Capital Re (GLRE) | Reporting & Compliance Officer | 2007–2020 | Led SEC reporting, periodic/annual reporting, internal audit, SOX 404 |
| KPMG | Senior Manager | Prior to 2007 | Audit/assurance leadership experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
- 2024 CFO base salary increased to $500,000 from $465,000 (+8%) .
- Employment agreement effective April 1, 2023 set initial base salary at $465,000; target bonus opportunity 50% of base; agreement has no fixed term .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $367,500 | $440,625 | $500,000 |
| Target Bonus (% of Base) | 50% | 50% | 50% |
| % Increase in Base vs Prior Year | — | — | 8% |
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024
- Weighting: 50% Company metrics (committee-selected among adjusted operating profit; BVPS growth; TSR; loss ratio; combined ratio; expense ratio; net income, etc.), 50% Individual performance .
- Individual performance assessment for Romer: 112% .
- STIP cash paid for 2024 (paid Mar 2025): $125,000; discretionary bonus: $15,000 .
| Component | Target | Actual | Payout |
|---|---|---|---|
| Company Performance | 50% weighting | Not disclosed (uses committee metrics) | Included in STIP amount |
| Individual Performance | 50% weighting | 112% | Included in STIP amount |
| STIP Cash ($) | $250,000 (50% of $500k base) | — | $125,000 |
| Discretionary Bonus ($) | — | — | $15,000 |
Long-Term Incentives (Equity Awards)
- 2024 grants under 2023 Omnibus Plan: time-based RSUs and performance RSUs; grant date values determined under ASC 718 . Time-based RSUs vest Jan 1, 2025/2026/2027; performance RSUs (0–200% payout) based on 2024–2026 fully diluted BVPS growth (65% weight) and combined ratio (35% weight) .
| Award Type | Grant Date | Shares (Threshold/Target/Max) | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Time-based RSUs | 3/15/2024 | 8,676 (fixed) | $311,550 | 1/1/2025, 1/1/2026, 1/1/2027 |
| Performance RSUs | 3/15/2024 | 8,808 / 17,615 / 35,230 | Included in $311,550 total; max value illustration $520,289 | Based on FY2024–FY2026 BVPS growth (65%) & combined ratio (35%) |
- Historical performance vesting for 2022–2024 cycle (granted in 2022): BVPS growth 26.5% → 66.1% payout; combined ratio 99.2% → 0% payout; Romer earned 12,474 shares .
| Metric (2022–2024) | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|
| 3-yr FD BVPS Growth | 12.5% | 22.5% | 40.5% | 26.5% | 66.1% |
| 3-yr Combined Ratio | 99% | 97% | 94% | 99.2% | 0% |
| Shares Earned (Romer) | — | — | — | — | 12,474 |
Multi-Year Compensation Summary
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $367,500 | $440,625 | $500,000 |
| Bonus (Discretionary) | — | $6,094 | $15,000 |
| Stock Awards (Grant-Date FV) | $300,000 | $245,000 | $311,550 |
| Option Awards | — | — | — |
| Non-Equity Incentive (STIP) | $110,250 | $213,483 | $125,000 |
| All Other Compensation | $10,610 | $12,220 | $45,829 |
| Total Compensation | $788,360 | $917,422 | $997,379 |
Equity Ownership & Alignment
- Beneficial ownership: 140,609 shares; includes 21,971 restricted shares; plus 23,399 RSUs (excluded from “beneficial” count as not vested within 60 days). Represents less than 1% of 34,557,449 shares outstanding .
- Outstanding equity at FY-end 2024: Unvested time-based RSUs and “unearned” performance RSUs across 2022–2024 grants (market value assumes $14.00 share price on 12/31/2024) .
| Category | Count (#) | Market/Payout Value ($) |
|---|---|---|
| Unvested RSUs (3/15/2024) | 8,676 | $121,464 |
| Unearned Perf RSUs (3/15/2024) | 8,808 | $123,312 |
| Unvested RSUs (3/15/2023) | 11,110 | $155,540 |
| Unearned Perf RSUs (3/15/2023) | 4,104 | $57,456 |
| Unvested RSUs (3/15/2022) | 9,824 | $137,536 |
| Unearned Perf RSUs (3/15/2022) | 7,258 | $101,612 |
- 2024 vesting realizations: 42,067 shares vested, value realized $491,881; no option exercises .
- Ownership guidelines: CFO required to hold 2× base salary; hedging and pledging prohibited; as of Dec 31, 2024 all NEOs in compliance (subject to transition periods) .
Employment Terms
- Employment agreement (effective Apr 1, 2023): CFO, base salary $465,000 at initiation; target bonus 50% of base; eligible for equity awards; no fixed term .
- Clawback: Board-adopted in 2023 to comply with Exchange Act §10D/Nasdaq Rule 5608; applies to incentive compensation; STIP and equity award agreements include clawbacks .
- Hedging/Pledging: Prohibited for officers and employees; pledges existing at policy adoption were grandfathered .
- Severance and Change-of-Control Economics (as of 12/31/2024 scenario assumptions):
• Termination without cause: Pro-rated bonus $125,000; cash severance $913,462; total $1,038,462 .
• Termination for good reason: Pro-rated bonus $125,000; cash severance $750,000; total $875,000 .
• Death: Pro-rated bonus $125,000; accelerated equity $940,982; total $1,065,982 .
• Disability: Pro-rated bonus $125,000; cash severance $163,462; accelerated equity $940,982; total $1,229,444 .
• Change in control: Accelerated equity $979,286 (committee discretion under plan) .
Additional Program Design and Peer Benchmarking
- Compensation design: Base salary, annual bonus (STIP), equity (time-based and performance RSUs); Mercer engaged since 2021; updated peer group in 2024 including Hamilton Insurance Group .
- 2024 “Say-on-Pay” approval: over 95% of votes cast .
- Equity plan capacity: As of 12/31/2024, 1,423,679 securities issuable upon exercise/settlement; 2,834,519 shares available for future issuance .
Company Performance Context (Pay-Versus-Performance)
| Year | TSR ($100 Base) | Peer TSR ($100 Base) | Net Income ($000s) | FD BVPS Growth |
|---|---|---|---|---|
| 2022 | $80.61 | $150.34 | $25,342 | 2.4% |
| 2023 | $112.96 | $166.31 | $86,830 | 16.8% |
| 2024 | $138.48 | $224.96 | $42,816 | 7.2% |
Risk Indicators & Red Flags
- Equity award performance metrics are rigorous (BVPS growth and combined ratio) with 0–200% payout range; 2022–2024 cycle paid 0% on combined ratio—no repricing noted .
- Hedging and pledging prohibited; clawbacks implemented—alignment positive .
- Discretionary bonuses in 2025 for NEOs recognizing CEO transition contributions—monitor for consistency and transparency .
Investment Implications
- Alignment: Romer’s pay mix ties meaningfully to underwriting performance and BVPS growth via PSUs, with ownership requirements and anti-hedging/pledging policies enhancing alignment .
- Retention: Multi-year RSU vesting (2025–2027) and potential CIC acceleration indicate retention focus; severance 1× salary+target bonus (good reason/without cause) is market-typical; discretionary 2024 bonuses reflect retention during CEO transition .
- Performance linkage: 2022–2024 PSU payout split (BVPS paid 66.1%, combined ratio 0%) underscores balanced underwriting discipline—continued monitoring of combined ratio targets is key to long‑term value .
- Trading signals: 2024 vesting of 42,067 shares and sizable unvested awards suggest supply from scheduled vesting rather than selling; no option exercises or repricings reported—watch Form 4s for any future sales pressure around vest dates .
- Governance support: >95% say‑on‑pay approval and Mercer-led benchmarking reduce pay inflation risk; peer group refreshed—comp alignment appears disciplined relative to reinsurance peers .