Wrendon Timothy
About Wrendon Timothy
Wrendon Timothy (age 44) is Chief Financial Officer (since August 2013), Corporate Secretary, and a director of Oxbridge Re Holdings Limited (since November 2021). He is a Fellow of the Association of Chartered Certified Accountants (ACCA), an active Fellow Member of the Chartered Governance Institute (Acc. Dir. designation), and holds an MBA with Distinction in Finance from Heriot-Watt University; his background spans Big Four audit (PwC/KPMG) and extensive SEC reporting, governance, risk management, and M&A analysis . During his tenure, company TSR (fixed $100 starting 12/31/2021) improved to $220.86 in 2024 (from $58.82 in 2023), while net loss narrowed to $(2.75) million in 2024 (from $(9.91) million in 2023) . Recent financials show revenue growth and loss reduction (see Financial Performance table below; values from S&P Global). The Board classifies him as a non-independent director; he also serves on internal committees (Underwriting, Investment) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oxbridge Re Holdings Limited | CFO & Corporate Secretary; Director | CFO: Aug 2013–present; Director: Nov 2021–present | Leads financial reporting, governance, SEC compliance; board oversight; underwriting and investment committee member . |
| Oxbridge Acquisition Corp. | CFO, Treasurer, Secretary, Director | Apr 2021–Aug 2023 | Oversaw SPAC finance through business combination with Jet.AI in Aug 2023 . |
| OAC Sponsor Ltd. | Executive/Director | Apr 2021–present | Sponsor governance for SPAC activities . |
| PwC (Trinidad & Cayman), KPMG (Trinidad) | Audit/Advisory (Associate to management roles) | 2004 onward (career beginnings) | External/internal audit, tax, technical accounting; led teams and client liaison . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jet.AI Inc. (NASDAQ: JTAI) | Lead Independent Director; Audit, Compensation, Nominating & Governance Committees | Current | Independent oversight at an affiliated public company; governance and committee leadership . |
| Utility Regulation & Competition Office (Cayman) | Chair, Audit & Risk Committee | May 2021–Dec 2022; Jun 2023–present | Public-sector governance and risk oversight . |
| Various private/not-for-profit entities | Director/Leadership | Ongoing | Governance contributions to private companies and NGOs . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $195,000 | $212,500 |
| Cash Bonus ($) | $0 (discretionary; not awarded) | $0 (committee to consider in 2025) |
| Pension/Company Contributions ($) | $5,305 | $5,305 |
| Total Reported Compensation ($) | $259,555 | $244,055 |
Notes:
- Employment agreement (amended and restated Jan 9, 2023) provides annual base salary adjustments and eligibility for discretionary annual bonus and equity awards .
Performance Compensation
Annual Incentive (Cash)
- Structure: Discretionary annual bonus based on company financial performance, achievement of strategic objectives, and stock price performance; no explicit formula, weighting, or targets disclosed; committee to consider awards later in fiscal 2025 .
- FY 2024 payout: None .
Equity Awards (Company and Subsidiary)
| Award Type | Grant Date | Vehicle | Quantity | Price/Strike | Vesting | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|---|
| Company RSA | Jan 2, 2024 | Restricted shares | 25,000 | — | 25% at grant; 25% on first day of each calendar quarter for next 3 quarters; fully vested by 10/1/2024 | n/a | $26,250 |
| Subsidiary (SP Holdings) RSA | Mar 25, 2024 | Restricted shares | 53,700 | — | Cliff vest on 1-year anniversary of grant (Mar 25, 2025) | n/a | See plan disclosure |
| Subsidiary (SP Holdings) Options | Mar 25, 2024 | Stock options | 155,730 | $15.00/sh | 6.25% vest each quarter over 4 years through Dec 31, 2027 | 10 years from grant (Mar 25, 2034) | See plan disclosure |
Additional details:
- No options exercised by Timothy in 2024 .
- Equity granting practice: Annual awards typically set at first committee meeting after audited year-end; limited off-cycle grants for retention/new hires; FY 2024 equity awards to NEOs were issued in subsidiary SP Holdings with exercise price policy disclosed; no awards timed around material nonpublic information filings within prohibited window .
Equity Ownership & Alignment
| Ownership Component (as of Mar 14, 2025) | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (OXBR) | 224,530 shares (3.22% of outstanding) | Includes direct, options/warrants exercisable within 60 days. |
| Direct Ordinary Shares | 155,030 | Individually held. |
| Exercisable Stock Options (≤60 days) | 80,000 | Company options currently exercisable or within 60 days. |
| Exercisable Warrants (≤60 days) | 7,500 | Individually held. |
| Unvested Subsidiary RSA | 53,700 (market value $30,448 at 12/31/2024) | Vests Mar 25, 2025. |
| Subsidiary Options (Exercisable/Unexercisable) | 39,150 / 117,450 at $15.00; expire 3/25/2034 | Vest 6.25% quarterly through Dec 31, 2027 |
Alignment, hedging, pledging:
- Company prohibits hedging transactions by directors/officers; policy filed with 2024 Form 10-K exhibits . No pledging disclosures identified for Timothy in proxy; not disclosed.
- Clawback policy adopted per SEC/Nasdaq rules for incentive-based compensation upon restatement (3-year lookback) .
Employment Terms
| Term | Details |
|---|---|
| Agreement Date/Term | Amended & Restated Employment Agreement dated Jan 9, 2023; term through Dec 31, 2025; auto-renews for successive 1-year terms unless 90-day notice . |
| Base Salary | $212,500 per annum; adjustable annually . |
| Annual Equity | 25,000 restricted shares annually under 2021 Omnibus Plan; vest quarterly over 4 quarters post-grant . |
| Annual Bonus | Discretionary; committee consideration based on performance . |
| M&A Transaction Bonus | Lump-sum bonus equal to 3% of transaction value for certain mergers/stock/asset sales by the company or subsidiaries . |
| Severance | If terminated “without cause” or resigns for “good reason”: lump sum equal to base salary otherwise payable for a 3-year severance period, plus any target bonus, restricted share award, and M&A transaction bonus that would have been payable in applicable periods post-termination; subject to covenants . |
| Covenants | Perpetual confidentiality, non-disparagement; non-solicitation and non-compete during employment and for specified time thereafter . |
| Benefits | Eligible for pension, life, health, disability insurance on same basis as other officers; no exclusive perquisites . |
Change-of-control and tax:
- Specific single/double-trigger change-of-control mechanics or tax gross-ups not disclosed in proxy; not disclosed.
Board Governance
- Board Service: Director since Nov 2021; attended ≥80% of Board meetings in 2024; Board held 6 meetings in 2024 .
- Independence: Board determined Timothy is not independent under Nasdaq/SEC rules .
- Committees: Member, Underwriting Committee (Chair: Lesley Thompson) ; Member, Investment Committee (Chair: Arun Gowda) .
- Dual-Role Implications: Timothy holds executive (CFO) and director roles; independence designation mitigates committee risks (Audit/Comp/Nominating committees are fully independent), but dual role warrants monitoring for governance/oversight balance .
- Director Compensation: Employee directors (Madhu, Timothy) do not receive director fees; non-employee directors received $15,000 cash + $25,000 stock awards in 2024 .
Director Compensation (for context; Timothy excluded as employee director)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Arun Gowda | 15,000 | 25,000 | 40,000 |
| Lesley Thompson | 15,000 | 25,000 | 40,000 |
| Dwight Merren | 15,000 | 25,000 | 40,000 |
Other Directorships & Interlocks
- Jet.AI bridge loan: Company invested $100,000 in short-term notes to Jet.AI in Sept 2023 (redeemed for $140,000 on Mar 11, 2024); Timothy serves on Jet.AI’s board, highlighting an interlock; related-party transaction governed by Audit Committee review .
Compensation Committee Analysis
- Composition: Independent directors—Chair: Dwight Merren; members: Lesley Thompson, Arun Gowda; each is a “non-employee director” per Rule 16b-3 .
- Consultant: Zayla Partners, LLC engaged for executive and director compensation benchmarking (2023 and forward) .
- Peer Group (used informationally; no percentile targeting): Atlantic American, Conifer Holdings, FG Financial Group, MBIA, eHealth, Paysign, Acacia Research, Waterstone Financial, Security National Financial, Citizens, Flexshopper, Regional Management, ICC Holdings, Reliance Global Group, Oportun Financial .
Risk Indicators & Red Flags
- Late Section 16(a) filing: Timothy filed a Form 4 late for a March 25, 2024 transaction .
- Hedging: Prohibited under Insider Trading Policy .
- Pledging: No pledging disclosures for Timothy in proxy; not disclosed.
- Related party transactions: Interlock with Jet.AI noted; oversight via Audit Committee .
- Clawback: Executive compensation recovery policy adopted per SEC/Nasdaq for restatements .
Financial Performance (Context for Pay-for-Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $1,196,000* | $1,858,000* | $2,951,000* |
| EBITDA ($) | $(1,742,000)* | $(9,367,000)* | $(1,622,000)* |
| Net Income ($) | $(1,789,000)* | $(9,915,000)* | $(2,726,000)* |
*Values retrieved from S&P Global.
Options and Equity Detail (as of 12/31/2024)
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| Company Options (2015) | 60,000 | — | $6.00 | 1/23/2025 |
| Company Options (2016) | 10,000 | — | $6.00 | 1/16/2026 |
| Company Options (2017) | 10,000 | — | $6.06 | 1/20/2027 |
| Company Options (2019) | 90,000 | — | $2.00 | 3/16/2029 |
| Company Options (2021) | 75,000 | — | $6.00 | 3/2/2031 |
| SP Holdings Options (2024) | 39,150 | 117,450 | $15.00 | 3/25/2034 |
| Unvested SP Holdings RSA | — | 53,700 | — | Vests 3/25/2025 |
Board Service History and Committee Roles
- Director since 2021; committees: Underwriting (member), Investment (member); not independent; Board attendance policy met (≥80%) .
- Dual-role implications: CFO + Director increases management presence on Board; mitigated by independent composition of audit/compensation/nominating committees; monitor for potential conflicts particularly around related-party matters and equity awards timing .
Investment Implications
- Pay-for-performance alignment: Timothy’s compensation leans modest cash with meaningful equity, including subsidiary options vesting through 2027, creating multi-year alignment and potential insider selling pressure around quarterly option vesting dates (6.25% per quarter) .
- Retention and severance economics: A robust severance (three-year base salary plus target bonus and equity/M&A bonuses) under “without cause/good reason” reduces departure risk but elevates change/transition cost; discretionary bonus lacks explicit metrics, placing emphasis on committee judgment .
- Ownership and trading signals: 3.22% beneficial ownership with 80,000 near-term exercisable options and 7,500 warrants provides skin-in-the-game; hedging prohibited, pledging not disclosed; watch Form 4 cadence, especially around SP Holdings vesting and any ATM/financing activity .
- Governance: Dual CFO/director status with non-independence is offset by independent committees and clawback; late Section 16 filing is a minor governance blemish; interlock with Jet.AI merits monitoring for related-party exposure and information flow advantages/risks .
- Performance backdrop: TSR rebounded strongly in 2024 as net loss narrowed; continued revenue growth and EBITDA improvement are constructive, but absolute profitability remains negative—sustained execution will be key for incentive realization and share price support (see Financial Performance table; S&P Global values) .