Ursuline Foley
About Ursuline Foley
Independent director at Greenlight Capital Re, Ltd. (GLRE) since 2021, age 64. Former Chief Corporate Operations Officer & Managing Director at XL Group PLC (AXA XL), with prior CIO and Chief Data Officer roles, bringing deep operational, cyber, data, and reinsurance expertise to GLRE. Education: University College Cork (BA 1982; Teaching Diploma 1983) and Pace University (MS Computer Science 1991); certificates from Babson University, NYC College of Finance, and NYC College of Insurance. She holds Qualified Risk Director and Certified Cyber Risk for Boards credentials from the DCRO Institute (2021, 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XL Group PLC (AXA XL) | Chief Corporate Operations Officer & Managing Director | Apr 2016–Oct 2018 | Led corporate operations at global insurer; operational oversight |
| XL Group PLC | Chief Information Officer; Chief Data Officer (Enterprise Enablement Strategy) | 2010–Apr 2016 | Enterprise enablement strategy; technology/data leadership |
| XL Reinsurance | SVP, CIO of Reinsurance (P&C, Life & Financial Lines) | Not specified (prior roles) | Oversaw reinsurance technology across lines |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Provident Financial Services, Inc. (NYSE: PFS) | Director | Current | Risk, Finance, Technology |
| Provident Bank | Director | Current | Risk, Finance, Technology |
| Advisory & non-profit boards | Member | Current | Not disclosed |
Board Governance
- Independence: GLRE Board deems Foley independent; no material transactions disclosed .
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Attendance: Board met 4 times in 2024; all directors except one attended ≥75%—Foley met at least the 75% threshold. All then-serving directors attended the 2024 AGM .
- Committee activity: Audit, Compensation, and Nominating committees each held 4 meetings in 2024 .
- Board leadership: Chair (David Einhorn), CEO (Greg Richardson), Lead Independent Director (Joseph Platt); regular executive sessions led by the Lead Director or Nominating Chair .
- Governance policies: Prohibition on hedging/pledging; director ownership guidelines; clawback policy; annual Board self-assessment; majority voting and frequent executive sessions .
- Shareholder signals: 2024 Say‑on‑Pay approved by over 95% of votes cast; top-10 holder outreach program .
Fixed Compensation
| Component (Directors) | Amount | Vesting/Terms |
|---|---|---|
| Annual retainer (cash or restricted shares) | $70,000 | If taken in restricted shares, vest on earlier of 1-year or next AGM; accelerated on death/disability/change in control |
| Committee chair fee (Compensation Chair) | $10,000 | Cash, payable quarterly in advance |
| Audit Chair incremental fee | $25,000 | Not applicable to Foley (she is a member, not chair) |
| Lead Director fee | $30,000 | Not applicable to Foley |
| Director (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ursuline Foley | 80,000 | 105,000 | 185,000 |
Performance Compensation
- Structure: Non-employee directors receive annual restricted shares; awards are time-based (not performance-linked) and vest on the earlier of one year or next AGM; accelerated on death/disability/change in control .
| Performance Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Book value per share growth | No | Used for NEO long-term RSUs, not directors |
| Combined ratio | No | Used for NEO long-term RSUs, not directors |
| Adjusted Operating Profit (AOP) | No | Used for NEO short-term bonus, not directors |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee interlocks | None; 2024 Compensation Committee members (Foley, Isaacs, Platt) deemed independent and no relationships requiring disclosure; no reciprocal board/committee interlocks with other entities’ executives . |
| Related-party considerations | GLRE maintains related-party arrangements with DME Advisors/Greenlight Capital affiliates overseen via policy/Audit Committee; Foley has no disclosed involvement in related-party transactions . |
Expertise & Qualifications
- Operational leadership in global commercial insurance/reinsurance; CIO/CDO experience; cybersecurity and technology risk oversight .
- Qualified Risk Director (DCRO Institute, 2021); Certified Cyber Risk for Boards (DCRO, 2022) .
- Education: UCC BA (1982) and Teaching Diploma (1983); Pace University MS Computer Science (1991); certificates (Babson, NYC College of Finance, NYC College of Insurance) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Ursuline Foley | 41,054 | <1% | Includes 8,393 restricted shares (2024 grant, unvested at 12/31/24) |
| Pledging/Hedging | None for Foley | — | Company policy prohibits hedging/pledging; exceptions only for legacy pledges (not applicable to Foley) . |
| Ownership Guidelines | 5x annual cash retainer (directors) | — | All directors in compliance subject to transition periods as of 12/31/24 . |
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee; dual committee membership (Compensation, Audit) enhances oversight of pay, risk, controls; strong attendance; meaningful equity holdings aligned with director ownership guidelines; DCRO risk/cyber certifications bolster committee effectiveness .
- Compensation governance: Uses independent consultant (Mercer) with no conflicts found; clear ownership/clawback/anti-hedging policies; no compensation interlocks; majority voting supports accountability .
- Potential red flags/monitoring points: Broader company related-party ties to DME Advisors/Greenlight Capital (Einhorn/Roitman non-independent) warrant continued Audit Committee scrutiny, though Foley has no disclosed involvement; one director (Isaacs) has pledged shares—policy allows legacy exceptions; Say-on-Pay support high, but continued alignment of director equity as time-based (not performance-linked) merits periodic review versus evolving best practices .