Greg Richardson
About Greg Richardson
Greg Richardson, 65, has served as Chief Executive Officer (CEO) and director of Greenlight Capital Re, Ltd. (GLRE) since January 1, 2024. He was previously Chief Risk and Strategy Officer at TransRe (2014–2023), and Chief Underwriting Officer at Harbour Point Re (which merged with Max Re to form Alterra Re) from 2006–2013. He holds a B.S. (Honors) in Mathematics from Purdue University, was a Marshall Scholar at Oxford, and earned an MBA in Finance from the University of Chicago . In 2024 under his tenure, GLRE reported net income of $42.8 million, gross written premium of $698.3 million (+9.7% YoY), diluted book value per share growth of 7.2%, and a combined ratio of 101.4% amid large loss events; AM Best revised the outlook to positive and affirmed A- FSR on principal operating subsidiaries .
GLRE 2024 revenue was $700.4 million vs. $653.5 million in 2023 (USD). Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TransRe | Chief Risk and Strategy Officer | 2014–2023 | Led risk and strategy at a global reinsurer; experience spans underwriting and risk leadership . |
| Harbour Point Re / Alterra Re | Chief Underwriting Officer; strategic planning/underwriting roles | 2006–2013 | Senior underwriting leadership through merger, providing deep U.S. and international P&C reinsurance expertise . |
External Roles
- Not disclosed in the proxy or filings reviewed; no current public company directorships for Richardson were listed .
Fixed Compensation
| Component | 2024 Terms | Notes |
|---|---|---|
| Base salary | $800,000 | CEO since Jan 1, 2024 . |
| Benefits/perquisites | $45,730 (2024 All Other Comp), including defined contribution plan ($10,610) and relocation ($29,533) | Participates in Cayman defined contribution plan per statute . |
Performance Compensation
| Plan/Grant | Metric | Weighting | Target | Actual | Payout | Vesting/Structure |
|---|---|---|---|---|---|---|
| 2024 Short‑Term Incentive (STIP) – Company component | Adjusted Operating Profit (AOP) (% of BOY book value) | 50% (CEO weighting in 2024) | 6.3% (100% payout); 12.6% (200%) | (1.7)% | 0% of company component | Paid in cash after audited results . |
| 2024 STIP – Individual component | Individual performance | 50% (CEO weighting in 2024) | Discretionary scale up to 100%+ | 100% (CEO) | 100% of individual component | Paid Mar 2025; CEO Non‑Equity Incentive $400,000 . |
| 2025 STIP design (prospective) | Mix of company/individual | 75% / 25% (CEO) | — | — | — | Prospective weighting shift to greater company emphasis . |
| 2025 LTI grant | RSUs (mix typically time- and performance‑vesting) | — | Target grant | 91,185 RSUs (CEO) | At target at grant | Company’s LTI design uses FDBVPS growth (65%) and combined ratio (35%) for performance RSUs; thresholds/targets/maximums disclosed for 2024 awards . |
| 2024 sign‑on equity | Stock options (250,000) | — | Exercise price $11.20 (1/4/2024) | — | — | 10-year term; vests 50,000 on each Jan 1 from 2025–2029; accelerates on termination without cause/for good reason or change in control; terminates if for cause . |
Notes: For performance RSUs granted in 2024 (to other NEOs), targets were 22.5% FDBVPS growth (65% weight) and 97% combined ratio (35% weight), 0–200% payout with linear interpolation . For the 2022–2024 cycle, actual FDBVPS growth was 26.5% (66.1% payout) and combined ratio 99.2% (0% payout) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 50,000 (all via options exercisable within 60 days) – <1% of shares outstanding . |
| Outstanding CEO options | 250,000 at $11.20, expiring 1/4/2034; vesting 50,000 each on Jan 1, 2025–2029 . |
| In-the-money indicator | Proxy severance table values accelerated equity at $700,000 using $14.00 stock price as of 12/31/2024, implying options were in-the-money . |
| Ownership guidelines | CEO required ownership: 5x base salary; five-year compliance window from hire/appointment; all NEOs compliant subject to transition periods as of 12/31/2024 . |
| Hedging/pledging | Company prohibits hedging and pledging by officers and directors (grandfathered exceptions only) . |
| Director/CEO dual role | CEO is also a director; not independent ; director retainers exclude anyone serving as CEO (no separate director pay to CEO) . |
Employment Terms
| Provision | CEO (Richardson) Terms |
|---|---|
| Agreement | Effective Jan 1, 2024; no fixed term . |
| Target bonus | 100% of base salary . |
| Severance – without cause / for good reason | Pro‑rated annual bonus based on actual performance; cash severance = 1x base salary + 1x target bonus, paid over 12 months; up to $50,000 relocation reimbursement; Cayman statutory severance . |
| Change in control | Equity generally accelerates; see plan terms (no cash severance shown in CoC scenario in table) . |
| Illustrative values (as of 12/31/2024) | Termination w/o cause or for good reason: Pro‑rated bonus $400,000; cash severance $1,650,000; accelerated equity $700,000; total $2,050,000 . Change in control: accelerated equity $700,000 . |
| Clawback | Company-wide clawback policy compliant with Exchange Act Section 10D; applies to incentive compensation (cash and equity) . |
| Restrictive covenants | Company maintains restrictive covenants; specifics for CEO agreement not detailed in proxy summary . |
Board Governance (Director/Committee Roles and Independence)
- Board service: Director since 2024; nominee standing for re-election in 2025 .
- Committees: Member, Underwriting Committee (with Einhorn, Goldberg, Murphy (Chair)) .
- Board structure: Separate Chair (David Einhorn), CEO (Greg Richardson), and Lead Independent Director (Joseph Platt); seven of ten nominees are independent .
- Independence: Richardson is not independent as CEO .
- Attendance: Board met four times in 2024; all directors attended at least 75% of meetings except one director at 50% due to health reasons .
- Executive sessions of independent directors are held regularly .
Director Compensation (context for dual-role)
| Component | Amount/Structure |
|---|---|
| Annual retainer (independent directors) | $70,000 (cash or restricted shares) + $105,000 in restricted shares; committee chair fees: Audit Chair $25,000; Lead Director $30,000; Underwriting/Comp/Nominating Chairs $10,000 each . |
| CEO as director | Individuals serving as CEO do not receive director compensation . |
| Director ownership guideline | 5x annual cash retainer; five-year compliance window; as of 12/31/2024, all in compliance subject to transition . |
Compensation Structure Analysis (Pay-for-Performance)
- 2024 STIP company metric (AOP) paid 0% (actual −1.7% vs 6.3% target), indicating downside sensitivity; CEO’s 50% individual component paid at 100% based on transition, strategy and leadership contributions, resulting in $400,000 non-equity incentive (50% of salary) .
- LTI emphasis on FDBVPS growth (65%) and combined ratio (35%) aligns with book value compounding and underwriting discipline; 2022–2024 performance cycle paid 66.1% on FDBVPS and 0% on combined ratio, demonstrating performance gating on underwriting outcomes .
- CEO’s 2024 sign-on equity is entirely options (250,000 at $11.20), vesting over five years with acceleration on certain terminations/CoC; option-heavy design increases alignment to absolute stock price appreciation and creates retention via long vesting .
- 2025 CEO award of 91,185 RSUs at target extends equity-based retention and ties future vesting to multi-year performance constructs used across NEOs .
Related-Party Transactions and Governance Considerations
- Investment relationship with DME Advisors/DME II (affiliates of Chair David Einhorn) through SILP: performance allocation and management fees governed by LPA/IAA; guidelines cap deployed GLRE investment portfolio (raised to 70% of GLRE Surplus effective Aug 1, 2024) .
- Underwriting Committee includes two non‑independent directors (Einhorn, CEO), though key compensation/audit committees comprise only independent directors .
- Hedging/pledging prohibited; Share Ownership Guidelines and clawback policy strengthen alignment .
- 2024 Say‑on‑Pay approval exceeded 95%, indicating broad shareholder support for compensation design .
Equity Ownership & Beneficial Holders Context
| Holder | Shares | % Outstanding |
|---|---|---|
| Greg Richardson (CEO) | 50,000 (all options exercisable within 60 days) | <1% |
| David Einhorn | 6,254,715 | 18.10% |
| BlackRock, Inc. | 1,989,086 | 5.76% |
| Dimensional Fund Advisors LP | 1,902,489 | 5.51% |
Compensation Peer Group (Benchmarking)
Peer group used for 2024 decisions included Arch, AXIS, Conduit, Employers, Enstar, Everest, Hiscox, James River, Kinsale, Lancashire, ProAssurance, RenaissanceRe, SiriusPoint, United Fire; Hamilton Insurance Group was added following its late 2023 IPO . The Committee targets total pay within a reasonable market range based on role, experience, performance, and scope (not a fixed percentile) .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: >95% approval .
- Ongoing investor outreach led by General Counsel under Nominating, Governance and Corporate Responsibility Committee oversight .
Selected Company Performance (for context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue (USD) | $653.5m* | $700.4m* |
| Net Income (USD) | $86.8m | $42.8m |
Values retrieved from S&P Global.*
Additional 2024 highlights: GWP $698.3m (+9.7%), combined ratio 101.4%, diluted BVPS growth 7.2%, AM Best outlook revised to positive with A- FSR affirmed .
Investment Implications
- Alignment/retention: Five-year vesting schedule on 250,000 sign-on options plus 2025 RSUs and CEO ownership guideline (5x salary) support multi-year retention and alignment; hedging/pledging prohibited and clawback in place .
- Incentive quality: Company component of 2024 bonus paid 0% on negative AOP, showing downside sensitivity; performance RSUs tied to book value growth and combined ratio drive focus on value compounding and underwriting discipline (2022–2024 cycle paid 0% on combined ratio) .
- Potential selling pressure: Options appear in-the-money at year-end 2024 (valuation basis $14.00), but staggered vesting through 2029 moderates near-term exercise/monetization pressure .
- Governance risk checks: Non‑independent investment relationships are disclosed and governed by agreements; compensation and audit oversight remain independent; Underwriting Committee includes non‑independents, warranting investor monitoring as strategy evolves .
Citations:
S&P Global disclaimer: Revenue values marked with an asterisk were retrieved from S&P Global.