Patrick O’Brien
About Patrick O’Brien
Patrick O’Brien is 56 and serves as Chief Operating Officer of Greenlight Re (appointed in 2024) and Chief Executive Officer of Greenlight Re Ireland (“GRIL”) since March 2017; he has also been a director of GRIL since June 2016 . He holds a degree in Accounting and Finance from Dublin City University and is a Fellow of the Institute of Chartered Accountants in Ireland . Recent company performance metrics used for executive pay include Adjusted Operating Profit (AOP) in the short-term plan (2024 actual −1.7% → 0% company payout; 2023 actual 6.3% → 93.8% payout) and fully diluted book value per share growth plus underwriting combined ratio in long-term equity awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Liberty Insurance (Ireland) | Chief Executive Officer | 2011–2015 | Established and led the insurer in Ireland following an acquisition; responsible for domestic market build-out |
| Liberty Mutual Insurance Europe | Director & Chief Operating Officer | 2001–2011 | Ran commercial and specialty operations in Europe; operational leadership across underwriting platform |
External Roles
- Not disclosed beyond directorship of GRIL (internal subsidiary), so omitted .
Fixed Compensation
| Year | Base Salary (USD) | Base Salary (EUR, contractual) | Target Bonus (% of Base) | Actual Bonus (USD) | All Other Compensation (USD) |
|---|---|---|---|---|---|
| 2024 | $486,000 | €450,000 (increased from €405,000 in Feb 2024) | 60% | $8,100 (discretionary) | $127,932 |
| 2023 | $437,400 | €405,000 | 60% | $96,390 (one-time discretionary) | $89,100 |
| 2022 | $393,750 | €405,000 | 60% | Not disclosed | $78,750 |
Notes:
- Mr. O’Brien is paid in Euros, reported in USD for SEC disclosure; the Compensation Committee increased his base to €450,000 in Feb 2024 (previously €405,000) . Salary presented in USD reflects reporting currency and average FX used for severance calculations .
- Target bonus set at 60% of base per employment agreement .
- Discretionary cash bonuses were approved for 2024 and 2023 .
Performance Compensation
Short-Term Incentive (STI) – Company Metric and Individual Component
| Plan Year | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|---|
| 2024 | Adjusted Operating Profit (AOP) | Company portion weight not disclosed for O’Brien in 2024; individual portion determined by Committee | 0.0% | 6.3% | 12.6% | −1.7% | 0.0% (company portion); individual payout discretion applied, reflected in non‑equity incentive and discretionary bonus |
| 2023 | Adjusted Operating Profit (AOP) | 75% company / 25% individual for O’Brien | 3.0% | 6.8% | 12.0% | 6.3% | 93.8% of company portion |
Notes:
- STI design allows up to 200% payout of the company portion at maximum; individual portion determined by Committee and may include discretionary awards for extraordinary performance .
- 2024 STI AOP definition: underwriting income less corporate innovations-related expense as a % of beginning book value; resulted in 0% company payout .
Long-Term Incentive (LTI) – RSUs/Performance Shares (3-year cycles)
| Grant Year | Instrument | Metric | Weight | Threshold | Target | Maximum | Vesting |
|---|---|---|---|---|---|---|---|
| 2023 | RSUs/performance shares | Fully diluted BVPS growth | 65% | 12.5% → 50% payout | 22.5% → 100% payout | 40.5% → 200% payout | Performance-vesting cliff after 3-year period (2023–2025); time-based tranches vest ratably over 3 years |
| 2023 | RSUs/performance shares | Underwriting combined ratio | 35% | 99% → 50% payout | 97% → 100% payout | ≤94% → 200% payout | Performance-vesting cliff after 3-year period; time-based tranches ratable vest |
| 2022 | RSUs/restricted shares | Fully diluted BVPS growth | 65% | 12.5% → 25% payout | 22.5% → 50% payout | 40.5% → 100% payout | Performance-vesting cliff after 3-year period (2022–2024); time-based ratable vest |
| 2022 | RSUs/restricted shares | Underwriting combined ratio | 35% | 99% → 25% payout | 97% → 50% payout | ≤94% → 100% payout | Performance-vesting cliff; time-based ratable vest |
Additional LTI details:
- 2024 stock awards for O’Brien reported grant-date fair value $304,839 (target-level assumption); maximum value at grant if highest performance achieved would have been $509,081 .
- Time-based awards vest ratably over three years; performance awards cliff-vest post the 3-year cycle subject to achievement .
Realized Equity Vesting (Supply Overhang Indicator)
| 2024 Equity Vesting | Shares Vested | Value Realized |
|---|---|---|
| RSUs/restricted shares | 39,231 | $461,133 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 17, 2025) | 172,237 shares; less than 1% of 34,557,449 shares outstanding |
| RSUs held (not counted as beneficial ownership) | 64,256 unvested RSUs (no voting/disposition rights until vest; none vest within 60 days) |
| Outstanding Equity Awards at FY 2024 | Unvested shares: 8,489 ($118,846); Unearned performance units: 8,618 ($120,652); 2023 cycle: 6,276 ($87,864) unvested & 9,555 ($133,770) unearned; 2022 cycle: 5,595 ($78,330) unvested & 17,035 ($238,490) unearned; values at $14.00/share |
| Ownership Guidelines | NEOs required to hold ≥2x annual base salary (CEO 5x); compliance measured annually using average price; noncompliance triggers 50% of STI paid in shares until compliant; as of Dec 31, 2023 all NEOs in compliance, subject to transition periods |
| Pledging/Hedging | Policy excludes counting hedged/pledged shares toward guidelines; no pledging disclosed for O’Brien (pledge noted for a director, not O’Brien) |
Employment Terms
| Element | O’Brien Employment Agreement |
|---|---|
| Agreement Dates | Feb 16, 2018 (amended; GRIL CEO), duties expanded to COO in 2024 |
| Term | No fixed term; employment continues until terminated by ≥6 months’ written notice by either party (or pay in lieu) except where prior notice not required (ill health/incapacity) |
| Base Salary | €405,000 (subject to periodic review); increased to €450,000 in Feb 2024 by Compensation Committee |
| Target Bonus | 60% of base salary; discretionary annual bonus based on pre-established metrics |
| Pension | Cash in lieu of defined contribution pension equal to 20% of base salary |
| Severance (termination with prior notice) | Cash severance equals base salary + target bonus; based on 2024 assumptions: Total Cash Severance $777,600 (base $486,000 + target $291,600) |
| Pro-Rated Bonus on termination | 60% of base salary for termination without prior notice or due to death; disability reflects amount earned for the year; 2024 pro-rated bonus levels shown in table |
| Change-in-Control (CIC) | No cash severance shown; equity acceleration value estimated at $1,270,878 (90,777 RSUs × $14.00) assuming CIC on Dec 31, 2024; acceleration subject to Committee discretion under plans |
| Death/Disability Equity Acceleration | $1,181,698 (84,407 RSUs × $14.00) assuming Dec 31, 2024 |
| Clawback | Board adopted clawback policy in March 2023 to comply with Exchange Act §10D and Nasdaq Rule 5608 |
Potential payments upon termination (illustrative as of Dec 31, 2024, USD):
| Scenario | Pro-Rated Bonus | Total Cash Severance | Accelerated Equity | Total |
|---|---|---|---|---|
| Termination with prior notice | $291,600 | $777,600 | — | $1,069,200 |
| Death | $291,600 | — | $1,181,698 | $1,473,298 |
| Disability | $72,900 | — | $1,181,698 | $1,254,598 |
| Change in Control | — | — | $1,270,878 | $1,270,878 |
Compensation Committee and Governance
- Compensation Committee members: Ursuline Foley (Chair), Ian Isaacs; Committee reviewed CD&A and recommended inclusion in the Proxy .
- Short-Term Incentive Plan overhauled in 2021 following Mercer review, emphasizing transparency, controllable results, and retention; clawback policy adopted in March 2023 .
Investment Implications
- Alignment: O’Brien’s pay mix combines a 60% target bonus and multi-year equity tied to BVPS growth and combined ratio, directly linking incentives to underwriting quality and book value accretion; 2024 company STI paid 0% on AOP, indicating discipline against weaker results, with individual/discretionary components modestly offsetting .
- Retention/Pressure: Six-month notice, 1× base+target cash severance, and significant RSU acceleration on CIC/death/disability reduce departure friction; 2024 vesting of 39,231 shares ($461k) represents potential supply but no pledging red flag disclosed for O’Brien .
- Execution Risk: Long‑term awards hinge on achieving BVPS growth and combined ratio targets that scale to 200% payout at high performance (2023 cycle), creating strong upside if underwriting outperforms; negative 2024 AOP underscores sensitivity to underwriting/cost discipline and could temper near‑term cash incentives .
- Ownership: Beneficial stake of 172,237 shares plus material unvested RSUs supports alignment; NEO ownership guidelines at 2× salary with compliance noted as of 2023 further anchors long‑term orientation .