Jay Madhu

About Jay Madhu

Jay Madhu (age 58) is Oxbridge Re’s co‑founder, Chief Executive Officer, President, and Chairman since January 2018; he has served as CEO/President and a director since April 2013. He studied marketing and management at Northwest Missouri State University and is an approved director with multiple insurance regulators . Under his tenure, Oxbridge’s cumulative TSR value rose to $220.86 for a hypothetical $100 investment (measured from 12/31/2021), while FY2024 net loss was $2.75 million, underscoring high volatility from catastrophe risk and investments . The Board explicitly supports combining the CEO and Chair roles at this time, with three independent directors providing oversight .

Past Roles

External Roles

Fixed Compensation

Employment agreement economics:

• Term through Dec 31, 2025 with automatic 1‑year renewals unless 90‑day notice .
• Base salary currently $312,500 (agreement) with discretionary annual cash bonus eligibility .
• Annual grant of 40,000 restricted shares under the 2021 Omnibus Plan, vesting ratably quarterly over the following four quarters .

Performance Compensation

Equity awards (OXBR and subsidiary SurancePlus Holdings Ltd. “SP Holdings”):

Outstanding/vesting status (12/31/2024):

• Unvested OXBR RSUs: 125,300 shares; market value $71,045 .
• SP Holdings options: 91,350 exercisable; 274,050 unexercisable; strike $15; expiry 3/25/2034 .
• Legacy OXBR options (2015–2021) fully vested; varying strikes and expiries .

Plan design and metrics:

• 2025 Omnibus Plan reserve: 1,569,514 shares; evergreen up to 5% of prior year end shares through 2035 .
• Permitted performance goals include revenue, TSR, EBITDA, underwriting PML/AAL, margins, ROE/ROA, book value growth, and numerous operational KPIs; Committee discretion on goal setting/adjustments .
• Change of control: Administrator may accelerate vesting, cash‑out, or substitute awards; no excise tax gross‑ups; cutback or full‑pay whichever yields better after‑tax to participant .
• Repricing/backdating of options/SARs prohibited .

Clawback and insider policies:

• Executive compensation recovery policy mandated; recover erroneously awarded incentive‑based comp after restatements (effective 11/28/2023) .
• Insider trading policy prohibits hedging, short sales, pledging/margin, and imposes pre‑clearance/windows for designated persons .

Equity Ownership & Alignment

Beneficial ownership (as of March 14, 2025):

• Jay Madhu: 831,178 shares (10.63%). Includes 332,179 shares in his name; 125,231 shares held by Universal Finance & Investments, L.C.; 170,000 OXBR options exercisable within 60 days; and 203,768 warrants exercisable by Universal Finance & Investments, L.C. .
• Company note: directors and officers as a group (5) owned 15.32% .

Breakdown of vested vs. unvested (12/31/2024):

• OXBR RSUs unvested: 125,300 ($71,045) .
• SP Holdings options: 91,350 exercisable; 274,050 unexercisable .
• Legacy OXBR options: several tranches fully vested (2015–2021) .

Pledging/hedging:

• Company policy prohibits hedging and pledging of company securities; standing/limit orders discouraged; margin accounts prohibited .

Ownership guidelines:

• No executive stock ownership guideline disclosure found in proxy; policy not stated (no guideline disclosure).

Employment Terms

• Agreement term: Through 12/31/2025 with automatic 1‑year renewals (90‑day notice to non‑renew) .
• Severance: If terminated without cause or resigns for good reason, lump‑sum equal to base salary otherwise payable for a “three year severance period,” plus any target bonus, restricted share award, and M&A transaction bonus that would have been payable during applicable post‑termination periods; non‑compete, non‑solicit, confidentiality apply .
• M&A transaction bonus: Lump sum equal to 7% of the transaction value for certain mergers, stock sales, asset sales, or similar transactions by the Company or its subsidiaries .
• Change‑of‑control treatment: Plan allows administrator to accelerate or adjust awards upon CoC; no guaranteed gross‑ups; cutback/full‑pay best after‑tax outcome .
• Clawback: Mandatory recovery of incentive‑based comp after restatement; no indemnification for recovered amounts .
• Anti‑hedging/pledging: Prohibited (short sales, publicly‑traded derivatives, pledging/margin) .

Board Governance

• Leadership structure: CEO also serves as Chairman since Jan 1, 2018; Board deems combined role most effective currently .
• Independence: 3 independent directors (Gowda, Merren, Thompson); Madhu and Timothy are not independent .
• Committees and roles:
  • Audit: Gowda (Chair), Merren, Thompson; Gowda and Thompson are audit committee financial experts .
  • Compensation: Merren (Chair), Thompson, Gowda .
  • Nominating & Governance: Thompson (Chair), Gowda, Merren .
  • Underwriting: Thompson (Chair), Madhu, Timothy .
  • Investment: Gowda (Chair), Timothy, Madhu .
• Meetings/attendance: Board held 6 meetings in 2024; each director attended at least 80% .
• Director pay: Non‑employee directors (not including Madhu/Timothy) received $15,000 cash and $25,000 in restricted stock in 2024; additional restricted stock in SP Holdings granted (2,000 each) .

Other Directorships & Interlocks; Related‑Party Transactions

• External boards: Director at HCI Group, Inc. since 2007 .
• Personal token purchase: Subscribed for 9,245 EpsilonCat Re tokens at $10 per token in 2024 ($92,447) .
• Related‑party reinsurance: In 2024, Oxbridge entered a reinsurance agreement with TypTap (HCI subsidiary). As of 12/31/2024, premiums receivable $447,000, deferred acquisition costs $46,000, unearned premiums $418,000; 2024 P&L impact included assumed premiums $1,003,000, change in unearned premium $39,000, and policy acquisition and underwriting expenses $115,000 .

Compensation Structure Analysis

• Mix and risk: Cash salary is modest; equity is primarily time‑based OXBR RSUs plus significant SP Holdings equity (RSUs and options), aligning incentives with both parent and subsidiary performance .
• Shift toward subsidiary awards: 2024 introduced sizeable SP Holdings RSUs/options, increasing exposure to tokenization subsidiary value creation .
• Performance linkage: No disclosed formulaic annual cash bonus metrics for 2024; Compensation Committee uses discretion and peer insights; peer group used for reference without formulaic percentile targeting .
• Repricing safeguards and clawbacks: Plan prohibits option/SAR repricing and backdating, and the company adopted an SEC/Nasdaq‑compliant clawback policy .
• Transaction incentives: 7% M&A transaction bonus is unusually large and may bias management toward transformative transactions; combined with 3‑year severance, it raises potential pay‑for‑transactions risk .
• Share reserve and evergreen: 2025 Omnibus Plan reserve and 5% annual evergreen through 2035 can be dilutive but provides retention currency in a small-cap context .

Risk Indicators & Red Flags

• Combined CEO/Chair: Concentration of power; mitigated by independent committee structure, but independence optics persist .
• Large M&A bonus (7%): Potential misalignment toward deal‑making irrespective of long‑term value .
• Related‑party business: Reinsurance with TypTap (HCI subsidiary where Madhu serves as director) necessitates ongoing audit oversight; amounts disclosed above .
• Late Section 16 filings: One late Form 4 for Madhu (and Timothy) for 3/25/2024 transactions .
• Earnings volatility: FY2024 net loss ($2.75m) despite strong TSR since 2021 base, highlighting high variability and potential comp‑outcome disconnects .
• Share capital and plan expansion: 2025 EGM sought 10x authorized share increase and adoption of 2025 Omnibus Plan with evergreen, enabling future equity financing/awards and potential dilution .

Compensation Peer Group (Benchmarking)

• Peer group for NEO benchmarking included Atlantic American, Conifer, FG Financial, MBIA, eHealth, Paysign, Acacia Research, Waterstone Financial, Security National Financial, Citizens, FlexShopper, Regional Management, ICC Holdings, Reliance Global Group, Oportun; Committee uses peers for context, not formulaic percentile targets .

Say‑on‑Pay & Shareholder Feedback

• 2025 AGM items approved: directors, auditor, and issuance approval for Series B warrants under Nasdaq Rule 5635(d). No separate say‑on‑pay proposal disclosed .

Investment Implications

• Alignment/retention: Annual OXBR RSUs plus substantial SP Holdings equity create multi‑entity alignment; 3‑year severance and auto‑renewal reduce near‑term retention risk .
• Trading signals: Time‑based quarterly vesting and SP Holdings option schedules create periodic liquidity opportunities; insider policy bans hedging/pledging, reducing forced‑sale risk .
• Governance/overhang: Combined CEO/Chair and large evergreen‑enabled plan broaden equity overhang potential; monitor dilution from plan usage and any ATM/financing tied to share authorization expansion .
• Transaction bias: The 7% M&A transaction bonus is a clear incentive toward transactions; investors should scrutinize strategic rationale and independent board process for any contemplated deals .
• Related‑party oversight: Continued board/audit oversight is warranted for TypTap‑related reinsurance and personal token participation to ensure arms‑length economics .

Note: All data reflect disclosures as of the cited filing dates. Any metrics not listed above were not disclosed in the referenced filings.

Citations:

• Leadership, biography, committees, governance, executive and director compensation, ownership, related-party transactions:
• AGM voting results:
• 2025 EGM/Omnibus Plan terms and performance goals:
• Pay versus performance (TSR, net income):
• Insider trading, anti‑hedging/pledging policy; clawback policy: