Victoria Guest
About Victoria Guest
Victoria Guest (age 58) is an independent director of Greenlight Capital Re, Ltd. (GLRE) since 2021. She is a seasoned insurance and reinsurance legal executive, previously General Counsel and Corporate Secretary at Hamilton Insurance Group, SAC Re Holdings, Ariel Holdings, and RAM Holdings; prior to 2006 she was a corporate associate at New York City law firms. She holds a Juris Doctor from Harvard Law School and a B.A. from Stanford University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamilton Insurance Group, Ltd. | General Counsel & Corporate Secretary | Dec 2013–Nov 2017 (retired) | Legal, regulatory, governance leadership in Bermuda-based insurer |
| SAC Re Holdings, Ltd. | General Counsel & Corporate Secretary | Jul 2012–Dec 2013 | Bermuda reinsurer; corporate governance and regulatory oversight |
| Ariel Holdings, Ltd. | General Counsel & Corporate Secretary | Jul 2009–Jun 2012 | Legal lead; governance and regulatory expertise |
| RAM Holdings, Ltd. | General Counsel & Corporate Secretary | Jan 2006–Jun 2009 | Legal, governance, regulatory |
| NYC Law Firms | Corporate Associate | Prior to 2006 | Corporate legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Bessemer Group, Incorporated (and principal subsidiary banks) | Director | Current | Multi-family office; governance oversight |
| Bessemer Securities LLC (and principal subsidiary) | Board of managers/directors | Current | Governance oversight |
| Ram Reinsurance Company Ltd. | Director | Past | Reinsurance board experience |
Board Governance
- Committee assignments: Chair, Nominating, Governance & Corporate Responsibility Committee; Member, Audit Committee. Both committees are fully independent under Nasdaq rules.
- 2024 meeting cadence: Board met 4 times; Audit Committee 4; Nominating, Governance & Corporate Responsibility 4.
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024, except one director (Joseph Platt) at 50% due to health; all then-serving directors attended the 2024 AGM on July 25, 2024.
- Independence: GLRE identifies Guest as independent with no material transactions or relationships. The Board currently has seven independent directors out of ten.
- Executive sessions and governance practices: Regular executive sessions are held; the Nominating, Governance & Corporate Responsibility Committee oversees governance guidelines, board evaluation, succession planning, and shareholder engagement.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $74,331 (chair fee pro‑rated) | $80,000 |
| Stock Awards ($) | $105,000 | $105,000 |
| Restricted Ordinary Shares Granted (#) | 9,342 | 8,393 |
| Total ($) | $179,331 | $185,000 |
- Standard director pay structure: Annual retainer $70,000 (cash or restricted shares), plus annual restricted shares $105,000; committee chair fees include $10,000 for Nominating, Governance & Corporate Responsibility Committee (Guest), $25,000 for Audit Chair, $30,000 for Lead Director.
- Vesting terms: Restricted shares vest at the earlier of one-year anniversary or next AGM; accelerated vesting upon death, disability, or change of control.
Performance Compensation
| Item | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity awards | Restricted ordinary shares | No performance metrics disclosed for director grants | Earlier of 1-year from grant or next AGM; accelerated on death/disability/change in control |
Directors receive time-based restricted share grants; no TSR, revenue, or EBITDA performance conditions are disclosed for non-employee director awards.
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| The Bessemer Group, Inc. | Not disclosed as public | Director | No GLRE-related transactions disclosed |
| Bessemer Securities LLC | Not disclosed as public | Board of managers/directors | No GLRE-related transactions disclosed |
| Ram Reinsurance Company Ltd. | Not disclosed | Past Director | Prior reinsurance board; no current GLRE transactions disclosed |
- Material transactions and relationships: None disclosed for Guest. GLRE maintains a related-party transaction policy with Audit Committee approval requirements; Audit Committee oversees related party transactions.
Expertise & Qualifications
- Legal and regulatory expertise across Bermuda-based insurance and reinsurance groups; corporate governance leadership.
- Skills matrix: Legal/Regulatory Expertise; Insurance/Financial Services Industry Experience; Risk Assessment/Risk Management Experience; Senior Leadership Experience; Global/International Experience.
- Education: JD (Harvard Law School), BA (Stanford University).
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned ordinary shares | 41,054 | Represents <1% of shares outstanding (34,557,449) |
| Restricted shares included | 8,393 | 2024 grant remained restricted as of Dec 31, 2024; included in beneficial ownership |
| Options | None disclosed for Guest (no options footnote) | Other directors have options; Guest footnote shows restricted shares only |
| Pledging/Hedging | No pledging disclosed for Guest; company prohibits hedging and pledging (with limited grandfathered exceptions) | |
| Ownership guidelines | 5x annual cash retainer for non-employee directors; compliance as of Dec 31, 2024 (subject to transition periods) |
Governance Assessment
- Strengths: Independent director with deep legal/regulatory and insurance governance background; chairs the Nominating, Governance & Corporate Responsibility Committee—central to board composition, refreshment, evaluation, succession planning, and shareholder engagement; serves on Audit Committee, enhancing oversight of reporting, controls, cybersecurity, and related-party approvals.
- Alignment: Mix of cash and time-based equity; share ownership guidelines at 5x retainer; Guest’s disclosed holdings and compliance support alignment; no hedging/pledging flagged.
- Engagement/attendance: At least 75% attendance threshold met; AGM attendance confirmed.
- Conflicts: No material transactions or relationships disclosed for Guest; Audit Committee oversight of related-party dealings is robust; structural related-party exposure exists at company level via arrangements with DME Advisors/SILP but is governed by policy and committee oversight.
- Shareholder signals: Strong say-on-pay support in 2024 (For: 21,713,901; Against: 630,589; Abstain: 269,183), indicating investor confidence in compensation governance.
RED FLAGS
- None evident specific to Guest: no related-party transactions, no pledging, and independence affirmed. The only pledging disclosed relates to another director (Ian Isaacs). Company-wide hedging/pledging prohibitions and clawback policies are in place.