Dwight Merren
About Dwight Merren
Independent director of Oxbridge Re Holdings Limited since November 2022; age 59 as of the 2025 proxy, with a background in banking and insurance risk oversight. He is AVP, Private Banking at Butterfield Bank (Cayman) Limited (Butterfield Group; NYSE: NTB) and previously held roles at HSBC Cayman, CIMA (Deputy Head – Insurance Division), and captive insurance management firms; he holds a BSc in International Finance from The International College of the Cayman Islands .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Butterfield Bank (Cayman) Ltd. | AVP, Private Banking | Dec 2021–present | Services HNW private clients; Butterfield Group (NYSE: NTB) |
| Butterfield Corporate Banking | Relationship Manager | Nov 2014–Dec 2021 | Managed corporate portfolios including insurers and SPVs |
| HSBC Bank (Cayman) Ltd. | Relationship Manager | Oct 2011–Oct 2014 | Corporate banking coverage |
| Cayman Islands Monetary Authority (CIMA) | Deputy Head – Insurance Division | Mar 2009–Sep 2011 | Insurance oversight and regulation |
| Global Captive Management Ltd. | Vice President | Jul 1992–Feb 2009 | Led portfolio of captive insurance companies |
| Willis Management (Cayman) Ltd. | Assistant Vice President | 1992–2009 | Captive administration leadership |
| Midland Bank (now HSBC) | Administrator | 1992–2009 | Early career administration roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cayman Islands National Insurance Company (CINICO) | Independent Director; Chair, Risk & Compliance; Chair, Finance | Nov 2017–Feb 2022 | Chaired risk and finance oversight |
Board Governance
- Committee assignments (2025): Audit (member), Compensation (Chair), Nominating & Corporate Governance (member), Investment (member); not on Underwriting .
- Independence: Board determined Merren qualifies as independent under Nasdaq and SEC rules; all members of Audit, Compensation, and Nominating & Corporate Governance Committees are independent .
- Attendance: Board held six meetings in 2024; each director attended at least 80% of board meetings; all directors attended the 2024 Annual General Meeting .
- Years of service: Director since 2022 (appointed Nov 11, 2022) .
| Committee | Membership | Chair | Meetings Held (2024) |
|---|---|---|---|
| Audit | Member | — | 4 |
| Compensation | Member | Dwight Merren | 2 |
| Nominating & Corporate Governance | Member | Lesley Thompson | 1 |
| Underwriting | — | Lesley Thompson | 3 |
| Investment | Member | Arun Gowda | 4 |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $15,000 | $15,000 |
| Stock Awards (grant date fair value) | $25,000 | $25,000 |
| Options | $0 | $0 |
| Total | $40,000 | $40,000 |
- Non-Employee Director Compensation Program (under the 2021 Omnibus Incentive Plan) governs fees and stock grants .
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Notes |
|---|---|---|---|---|
| Restricted Ordinary Shares (OXBR) | Jan 9, 2024 (proxy refers to 2023 program grants) | 10,549 | 50% at day 180; 50% at 1-year, service-based | 2023 compensation table narrative references Jan 9, 2024 RSU grants for 2023 program |
| Restricted Ordinary Shares (OXBR) | Jan 2, 2024 | 23,809 | 50% at day 180; 50% at 1-year, service-based | Under 2021 Omnibus Plan |
| Restricted Stock (SP Holdings subsidiary) | Mar 25, 2024 | 2,000 | Vests ratably over 1 year | Subsidiary award; aligns with tokenized reinsurance strategy |
- No director performance metrics (revenue/EBITDA/TSR/ESG) disclosed for director equity; vesting is time-based .
- Committee uses independent consultant Zayla Partners for compensation benchmarking for executives and directors beginning 2023 and going forward .
Other Directorships & Interlocks
| Company | Type | Role/Interlock | Potential Conflict Commentary |
|---|---|---|---|
| Butterfield Bank (NTB) | Public company (employment) | AVP, Private Banking | No related-party transactions disclosed with Butterfield; low immediate conflict risk as role is employment, not board interlock |
| CINICO | Government health insurer (Cayman) | Former independent director; chaired committees | Prior role; no OXBR related-party transactions disclosed |
Expertise & Qualifications
- Insurance and reinsurance oversight; corporate banking; risk management; compliance; governance experience; BSc in International Finance .
- Adds audit and compensation committee leadership experience; served as Compensation Committee Chair since appointment and continuing .
Equity Ownership
| Metric | Apr 24, 2023 | Apr 15, 2024 | Mar 14, 2025 |
|---|---|---|---|
| Beneficially Owned Shares | 10,549 | 34,358 | 40,412 |
| Ownership % of Shares Outstanding | <1% | <1% | <1% |
| Outstanding Stock Awards (OXBR, excl. SP Holdings) | 10,549 | 34,358 | — |
- Shares outstanding reference points: 5,870,234 (Apr 24, 2023), 6,006,661 (Apr 15, 2024), 7,442,922 (Mar 14, 2025) .
- No pledging or hedging disclosures specific to directors; company maintains Insider Trading Policy .
Insider Transactions (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2023-01-09 | 2023-01-11 | Award (A) | 10,549 | 10,549 | |
| 2024-04-15 | 2024-04-16 | Award (A) | 23,809 | 34,358 | |
| 2025-02-14 | 2025-02-20 | Award (A) | 6,054 | 40,312 | |
| Data retrieved via insider-trades skill (Form 4). Post-transaction holdings reflect “securitiesOwned” reported . |
Governance Assessment
- Independence and committee leadership: Strong independence profile and leadership as Compensation Committee Chair; Audit and Nominating membership supports governance rigor .
- Attendance and engagement: Meets attendance expectations; full AGM attendance reported for 2024; signals active participation .
- Compensation alignment: Modest director pay ($40k total in 2024; cash $15k, stock $25k) with time-based RSUs; additional subsidiary equity indicates alignment with tokenized reinsurance strategy but not performance-conditioned; no options granted to directors .
- Ownership: Growing but small direct stake (<1%); increases track RSU grants; no pledging disclosed; beneficial ownership up from 10,549 (2023) to 40,412 (2025) .
- Potential conflicts: No related-party transactions disclosed involving Merren; his Butterfield role is unrelated to disclosed OXBR related-party items (which involve CEO Madhu and affiliates). Low conflict exposure based on filings .
- Shareholder support: 2025 director election vote for Merren 2,612,477 for vs 44,366 against (minimal opposition), indicating confidence .
- Compensation committee practices: Use of independent consultant (Zayla Partners) beginning 2023; committee members independent and non-employee; positive governance signal .
Risk Indicators & Red Flags
- No director-specific legal proceedings, pledging, hedging, or related-party transactions disclosed; company indicates no legal proceedings as of 2025 10-K and compliance with Section 16(a) in prior years (minor late filings noted for other individuals historically) .
- CEO/Chair duality remains; mitigated by independent committees and multiple independent directors; governance structure reviewed by board regularly .
Say-on-Pay & Shareholder Feedback
| Meeting | Proposal | Result |
|---|---|---|
| 2023 AGM | Advisory vote on executive compensation | For 1,782,629; Against 438,532; Abstain 1,114; Broker non-votes 2,346,825 |
| 2025 EGM | 2025 Omnibus Incentive Plan | For 2,208,088; Against 501,887; Abstain 56,823; Broker non-votes 2,143,106 |
Compensation Committee Analysis
- Members: Dwight Merren (Chair), Lesley Thompson, Arun Gowda; all independent; qualify as “non-employee directors” under Section 16b-3 .
- Consultant: Zayla Partners engaged for executive and director compensation for 2023 and going forward; peer benchmarking process described with committee retaining discretion .
Related Party Transactions
- Company-level related party disclosures involve CEO Madhu and affiliates (TypTap/HCI transactions, OAC Sponsor administrative agreements, participating notes, token subscriptions); no disclosures implicating Merren personally .
Additional Data: Director Election (2025)
| Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Dwight Merren | 2,612,477 | 44,366 | 29 | 2,315,191 |
Overall, Merren’s independent status, committee leadership (Compensation Chair), solid attendance, and growing equity position support investor confidence. Absence of related-party ties and use of an independent compensation consultant are positive governance signals; director equity remains time-based without disclosed performance metrics, which is typical for small-cap boards but offers limited pay-for-performance linkage .