David Einhorn

About David Einhorn

David Einhorn, age 56, has served on GRBK’s board since May 2006 and is the non-executive Chairman. He co-founded and has been President of Greenlight Capital, Inc. since January 1996 and serves as Chairman of Greenlight Capital Re, Ltd. (Nasdaq: GLRE); he holds a B.A. in Government from Cornell University. The Board’s annual independence determination does not list Einhorn among independent directors, reflecting principal stockholder ties and his chair role .

Past Roles

External Roles

Board Governance

• Structure and roles
  • Chairman/CEO split: Einhorn is Chairman; Brickman is CEO, enabling independent oversight of management .
  • Lead Independent Director: Elizabeth K. Blake (independent) .
• Independence and committees
  • Not designated independent by the Board’s annual review (independent directors are Brandler, Blake, Manassa Murphy, Olsen, Press) .
  • Committee memberships: Einhorn is not listed on Audit, Compensation, Governance & Sustainability, or Insurance committees (he is board chair only) .
• Attendance and engagement
  • Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings .
  • Independent directors meet in executive session at each quarterly scheduled Board meeting; Brandler presided over sessions in 2024 except the last, which Blake presided .
• Policies relevant to investor confidence
  • Clawback policy for executives; anti-hedging and anti-pledging policies for officers/directors (with a narrow exception for 10%+ holders) .
  • Related party transaction policy overseen by Governance & Sustainability Committee; recusal required; denial if not arm’s-length .

Fixed Compensation

Notes:

• Independent directors (other than Chairman) received $100,000 cash retainer (electable in restricted stock) and $140,000 restricted stock annual grant (2,701 shares granted March 5, 2024, vesting in 1 year) .

Performance Compensation

• No performance-based compensation is disclosed for Einhorn as a director; he did not receive equity awards tied to performance in 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Einhorn brings “crucial investment expertise and business experience” to the Board, informed by decades leading Greenlight Capital and public company board leadership at GLRE .

Equity Ownership

Ownership alignment and policies:

• Director stock ownership guideline: 5x annual cash retainer; five-year compliance window; retention of 100% of net shares until guideline met. Einhorn’s holdings greatly exceed the guideline .
• Anti-hedging/pledging: Prohibits hedging/short sales and pledging; exception may be approved for 10%+ holders. Greenlight funds may hold shares in margin accounts; Einhorn does not pledge his individually held shares .

Governance Assessment

• Strengths
  • Separation of Chairman and CEO roles; formal Lead Independent Director structure bolsters independent oversight .
  • Robust governance architecture: committee charters, annual self-evaluations, stock ownership guidelines, clawback policy, anti-hedging/pledging, and proxy access .
  • Independent Compensation Committee uses external consultants (Pearl Meyer, FW Cook) with no conflicts identified; say-on-pay support was 98% in 2023, signaling shareholder alignment on executive pay .
• Risks and potential red flags
  • Control and independence: Einhorn is a non-independent Chairman with 23.4% beneficial ownership; principal stockholder influence can raise concerns about board independence and minority shareholder protections .
  • Pledging/margin exposure and forward sale: 2,977,008 shares held by Greenlight affiliates are pledged or in margin accounts and 500,000 are subject to a forward sale; while permitted under the policy’s exception for 10% holders, such arrangements can introduce financing and alignment risks. Einhorn’s personal shares are not pledged .
  • Interlocks: Compensation Chair’s prior CFO role at Greenlight and certain directors’ LP interests in Greenlight Funds, although deemed immaterial for independence, may be perceived as soft interlocks requiring vigilant oversight in compensation and related party reviews .
  • Related party optics: Separate from Einhorn, the Company disclosed a 10% minority interest by CEO’s son in an operating subsidiary (Centre Living), indicating active monitoring of related-person transactions is essential .

Overall: Governance structures are well-articulated with strong independent committees and policies, but investor confidence hinges on sustained transparency around principal stockholder arrangements (pledging/margin/forward sale), committee independence in compensation decisions, and ongoing enforcement of related-party protocols .

Additional Governance Data