Johnny Ferrari
About Johnny Ferrari
Johnny Ferrari, 57, has served as an independent director of Greenlight Capital Re, Ltd. since 2021; he is a financial services consultant following retirement from KPMG in June 2021 and is designated the Audit Committee financial expert and serves as Audit Committee Chair . He holds a Bachelor’s degree from the University of Toronto and is a member of the Chartered Professional Accountants of Ontario and the Cayman Islands Institute of Professional Accountants . Ferrari brings international audit, accounting, regulatory, and operational expertise, with deep familiarity across banking, insurance, and asset management sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG International | Member, Global Monitoring Group | Jul 2017 – Jun 2021 | Oversight of global audit quality monitoring |
| KPMG EMA Region | Chief Operating Officer for Audit Quality | Oct 2019 – Jun 2021 | Led audit quality initiatives across EMA region |
| KPMG Cayman Islands | Audit Partner; Partner in Charge of Risk Management | Oct 2003 – Sep 2019; Oct 2012 – Sep 2019 | Executive Management Committee; Audit Quality Professional Practice Steering Committee; risk oversight leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| North End Re (Cayman) SPC | Director | Since Jul 2022 | Subsidiary of Brookfield Reinsurance Ltd. |
Board Governance
- Independence and conflicts: Ferrari is independent; no material transactions or relationships disclosed with the Company .
- Attendance: Board met four times in 2024; all directors met at least 75% attendance except one (Platt at 50% for health reasons), implying Ferrari met ≥75% .
- Board leadership: Separate Chair, CEO, and Lead Independent Director structure; seven of ten directors classified as independent (including Ferrari) .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging company shares, enhancing alignment .
| Committee | Role | Financial Expert Designation | Meetings in 2024 |
|---|---|---|---|
| Audit Committee | Chair | Yes (SEC-defined) | 4 |
| Nominating, Governance and Corporate Responsibility (NGCR) | Member | N/A | 4 |
- Audit Committee report: As Chair, Ferrari signed the committee report recommending inclusion of 2024 audited financials in the 10-K after oversight of auditor independence and required communications .
- Committee mandates: Audit oversees financial reporting, internal control, legal/regulatory compliance, and cybersecurity; NGCR oversees director nominations, governance guidelines, board evaluations, and succession planning .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 95,000 | 105,000 | 200,000 |
Director compensation structure (non-employee directors):
- Annual retainer: $70,000 (cash quarterly in advance or as restricted shares) .
- Audit Committee Chair fee (Ferrari): $25,000 cash annually, payable quarterly in advance .
- Annual equity grant: Restricted shares with grant date value of $105,000; vests the earlier of one year or next AGM, with full vesting upon death/disability or change in control .
- No meeting fees disclosed for directors; additional chair fees apply to other committees (not applicable to Ferrari beyond Audit Chair) .
Share grant detail:
- 2024 grant: 8,393 restricted ordinary shares issued to Ferrari; remained unvested as of December 31, 2024 .
Performance Compensation
| Award Type | Performance Metric | Target/Condition | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|---|
| Restricted shares (director grant) | None disclosed for directors | Time-based service condition | Earlier of one year from grant or next AGM, subject to continued service | Full vesting upon change in control; also upon death/disability |
- No director performance metrics (e.g., revenue growth, EPS, TSR, ESG) are tied to director equity or cash retainers in the proxy .
Other Directorships & Interlocks
| Company | Role | Interlock/Transactions with GLRE | Notes |
|---|---|---|---|
| North End Re (Cayman) SPC (subsidiary of Brookfield Reinsurance Ltd.) | Director | None disclosed | External board role since July 2022 |
- Material transactions/conflicts: None disclosed for Ferrari; he is listed as independent with no material relationships .
Expertise & Qualifications
- Financial reporting and audit quality leadership across global/regional roles at KPMG; SEC “audit committee financial expert” designation .
- Risk management and compliance oversight experience, including cybersecurity oversight via Audit Committee mandate .
- Insurance and financial services industry depth; global/international experience .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Johnny Ferrari | 41,054 | <1% (asterisk indicates less than 1%) | 2024 grant of 8,393 restricted shares remained unvested at 12/31/2024 ; Directors must meet 5x retainer ownership guideline; all directors in compliance subject to transition periods as of 12/31/2024 ; Hedging and pledging prohibited |
- Shares outstanding basis: 34,557,449 as of April 17, 2025 .
- Director ownership guideline: 5× annual cash retainer; compliance noted for all directors subject to transition periods .
- Hedging/pledging policy: Prohibited for directors, strengthening alignment and reducing risk .
Governance Assessment
- Board effectiveness: Ferrari’s role as Audit Committee Chair and SEC-designated financial expert strengthens oversight of financial reporting, auditor independence, and cybersecurity risk—key areas for investor confidence .
- Independence and conflicts: Listed independent with no material transactions; NGCR annually reviews independence and potential conflicts, with board-level separation of Chair/CEO/Lead Independent roles supporting objective oversight .
- Engagement and attendance: Board met four times in 2024; Ferrari met ≥75% attendance threshold per proxy disclosure, and all directors are expected to attend AGMs, with 100% attendance in 2024 AGM by then-serving directors .
- Incentive alignment: Director equity is time-based restricted shares with change-in-control acceleration; combined cash ($95k) and equity ($105k) compensation indicates balanced mix; director ownership guidelines (5× retainer) and anti-hedging/pledging policy reinforce alignment .
RED FLAGS
- None disclosed specific to Ferrari: no related-party transactions, no hedging/pledging, and independence affirmed .
- Broader board context to monitor: certain directors have relationships with Greenlight Funds leading to non-independence determinations (Einhorn, Roitman) and specific limited partner investments assessed for independence (Platt, Isaacs); Ferrari is not implicated in these relationships .