Leonard Goldberg
About Leonard Goldberg
Leonard Goldberg (age 62) is an independent director of GLRE since 2005. He previously served as GLRE’s Chief Executive Officer (2005–2011) and interim CEO (Mar 31–Jun 30, 2017). He holds a B.A. in Mathematics (Rutgers, 1984) and an MBA in Finance (Rutgers Executive MBA, 1993), and is a Fellow of the Casualty Actuarial Society and member of the American Academy of Actuaries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenlight Capital Re, Ltd. | Chief Executive Officer | Aug 2005–Aug 2011 | Led underwriting and strategy; deep familiarity with reinsurance and GLRE’s business |
| Greenlight Capital Re, Ltd. | Interim CEO | Mar 31, 2017–Jun 30, 2017 | Transitional leadership |
| Len Goldberg Inc. | President | Current | Consulting to insurance industry |
| Private Equity Firm (insurance-focused) | Executive Advisor | Current | Investment advisory in insurance sector |
| Alea Group | CEO, Alea North America Insurance Co. & Alea North America Specialty Insurance Co. | Mar 2002–Aug 2004 | Responsible for North America insurance/reinsurance strategy |
| Custom Risk Solutions | Chief Actuary & SVP – Financial Products | Apr 1999–Aug 2000 | Actuarial leadership and product oversight |
| Zurich Re London | Chief Actuary (consulting) | May 1995–Dec 1998 | Actuarial services to Zurich Group |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transverse Insurance Group | Director; Audit Committee Chair | 2020–2023 | Chaired audit; oversight of financial reporting |
| Incline Insurance Group (group board) | Director | 2024–Present | Group includes Incline National, Incline Casualty, Incline Specialty, Redpoint County Mutual |
Board Governance
- Independence: Board determined Goldberg is independent under Nasdaq Rule 5605, notwithstanding ISS guidelines (non-independent due to prior CEO role) .
- Committee memberships: Underwriting Committee member; Nominating, Governance & Corporate Responsibility (NG&CR) Committee member .
- Attendance and engagement: Board held four meetings in 2024; all directors except one (Joseph Platt) attended ≥75% of aggregate Board/committee meetings; Goldberg is not the exception and thus met ≥75%. All then-serving directors attended the 2024 AGM .
- Executive sessions: Lead Independent Director typically presides; sessions regularly scheduled around Board and committee meetings .
- Board structure: Chair (David Einhorn), CEO (Greg Richardson), Lead Independent Director (Joseph Platt), with majority independent Board (7 of 10 nominees) .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer | $70,000 | Payable quarterly in cash or once in restricted shares (director’s election) |
| Annual equity grant (restricted shares) | $105,000 | Vests at earlier of one year from grant or next AGM; accelerates upon death/disability or change in control, subject to continuous service |
| 2024 total (cash + stock) | $175,000 | As disclosed in Director Compensation Table |
| 2024 shares granted | 8,393 restricted ordinary shares | Unvested as of Dec 31, 2024 |
| Committee chair fees | N/A for Goldberg | Audit Chair $25,000; Underwriting/Compensation/NG&CR Chairs $10,000; Lead Director $30,000 (Goldberg is not a chair) |
Performance Compensation
Director compensation is not performance-based; equity awards are time-based restricted shares.
| Performance Metric | Threshold | Target | Maximum | 2024 Application |
|---|---|---|---|---|
| Director equity award metrics | N/A | N/A | N/A | Restricted shares vest time-based; no performance conditions |
Change-in-control/acceleration provisions for director restricted shares: full vesting on death, disability, or change in control (subject to continuous service) .
Other Directorships & Interlocks
| Relationship | Details |
|---|---|
| External boards | Transverse Insurance Group (Director; Audit Chair, 2020–2023), Incline Insurance Group (Director, 2024–Present) |
| Internal committee interlocks | Underwriting Committee includes Chair Bryan Murphy (independent), David Einhorn (non-independent Chair of Board), Greg Richardson (CEO), and Goldberg (independent), which blends management and independent oversight |
No related-party transactions involving Goldberg are disclosed; Audit Committee reviews related-party transactions per policy .
Expertise & Qualifications
- Actuarial and underwriting expertise: Fellow of the Casualty Actuarial Society; prior Chief Actuary roles and underwriting leadership .
- Senior leadership experience: Former GLRE CEO and interim CEO; North America insurance/reinsurance strategy leadership at Alea .
- Financial and risk management: Audit chair experience; extensive reinsurance industry background .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 323,679 ordinary shares (<1% of 34,557,449 shares outstanding) |
| Direct holdings | 234,559 shares |
| Trust holdings | 22,870 (Leonard R. Goldberg 2007 Family Trust); 24,000 (spousal revocable trust) |
| Restricted shares (unvested) | 8,393 (2024 grant; unvested at 12/31/2024) |
| Options (exercisable) | 42,250 ordinary shares subject to options exercisable (from prior service) |
| Ownership guidelines (directors) | Required ≥5× annual cash retainer; all directors compliant (subject to transition periods) as of 12/31/2024 |
| Hedging/pledging | Company policy prohibits hedging and pledging of GLRE shares by directors/officers/employees |
Governance Assessment
-
Strengths
- Deep actuarial and underwriting credentials; former CEO provides strategic continuity and domain expertise .
- Determined independent under Nasdaq; serves on NG&CR and Underwriting committees; ≥75% attendance and AGM participation support engagement .
- Ownership alignment via significant beneficial holdings and director ownership guidelines; prohibited hedging/pledging reduces misalignment risk .
- Company-level shareholder support: 2024 Say-on-Pay passed with >95% approval, indicating favorable investor sentiment toward compensation governance .
-
Watch items / potential red flags
- ISS does not deem Goldberg independent due to prior CEO service; while Nasdaq independence is affirmed, this could influence some governance voters .
- Long tenure (director since 2005) may raise refreshment concerns at some institutions; Board highlights overall refresh (5 of 10 joined since 2021) to mitigate .
- Underwriting Committee composition includes two non-independent directors (Chair of Board and CEO) alongside independents; balance of oversight should be monitored despite independent chairing by Murphy .
- No disclosed related-party transactions involving Goldberg; continued compliance with related-party policy and Audit Committee review is essential .
-
Process/controls
- Regular executive sessions led by Lead Independent Director; annual Board self-evaluation with NG&CR oversight .
- Clawback policy implemented; insider trading policy strengthens alignment (no hedging/pledging) .
Director Compensation (Detail)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $70,000 |
| Stock Awards ($) | $105,000 |
| Total ($) | $175,000 |
| Restricted shares granted (#) | 8,393 (unvested at 12/31/2024) |
Committee Assignments
| Committee | Role | 2024 Meetings |
|---|---|---|
| Underwriting Committee | Member | 4 |
| Nominating, Governance & Corporate Responsibility (NG&CR) | Member | 4 (committee membership listed; chair and members named) |
Attendance & Independence
| Item | Status |
|---|---|
| Board meeting attendance (2024) | ≥75% of Board/committee meetings (only one director, not Goldberg, attended 50% due to health) |
| AGM attendance (2024) | All then-serving directors attended |
| Independence | Independent per Nasdaq Rule 5605; ISS does not deem independent based on prior CEO role |
Policies Relevant to Alignment
- Director Ownership Guidelines: ≥5× annual cash retainer; compliant (subject to transition periods) .
- Hedging/Pledging: Prohibited for directors/officers/employees .
- Clawback: Incentive compensation subject to recoupment upon restatement per Section 10(d) .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval at 2024 AGM exceeded 95% of votes cast, indicating strong support for compensation governance; Board and Compensation Committee incorporate shareholder feedback in decisions .
Related‑Party Transactions
- No Goldberg-specific related‑party transactions disclosed; company policy requires Audit Committee and independent director approval for transactions >$120,000 involving covered persons .
Expertise & Qualifications
- Actuarial Fellowship (CAS); American Academy of Actuaries; extensive reinsurance underwriting/strategy; prior CEO and audit chair experience .
Equity Ownership (Breakdown Table)
| Category | Shares | Notes |
|---|---|---|
| Direct | 234,559 | Personal holdings |
| Trusts | 22,870 | Leonard R. Goldberg 2007 Family Trust |
| Spousal revocable trust | 24,000 | Spousal trust holdings |
| Restricted (unvested) | 8,393 | 2024 director grant; unvested at year‑end |
| Options (exercisable) | 42,250 | Currently exercisable options |
| Total beneficial ownership | 323,679 | <1% of 34,557,449 outstanding |
| Percent of outstanding | <1% | SEC method; RSUs not counted unless vest within 60 days |
Governance Assessment Summary
Goldberg’s actuarial depth, prior CEO experience, and current committee roles support board effectiveness and underwriting oversight. Independence per Nasdaq and strong attendance/ownership alignment bolster investor confidence; however, ISS’s non‑independence view and long tenure warrant ongoing refreshment and oversight of committee balance (particularly Underwriting) to ensure robust independent challenge. No conflicts or related‑party exposures are disclosed; policies on hedging/pledging and clawbacks strengthen alignment and risk controls .