David Govrin
About David Govrin
David E. Govrin (61) is Group President and Chief Executive Officer of Global Reinsurance at SiriusPoint (SPNT). He has 32 years of industry experience across brokerage, investment banking, capital markets, private equity, and underwriting, with prior senior roles at Third Point Re, Berkshire Hathaway’s Reinsurance Group, Goldman Sachs, and Guy Carpenter; he holds a BS/BA in finance/real estate (University of Denver) and an MBA in finance (NYU Stern) . During 2024, SiriusPoint reported underlying ROE of 14.6% and a 10% year-over-year increase in diluted book value per share to $14.64; 2024 cumulative TSR measured at year-end was 155.80 versus peer group 219.19 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Third Point Reinsurance (USA) Ltd. | President | Since May 2019 | Led US operations; senior roles including Head of Business Development and EVP, Underwriting |
| Berkshire Hathaway Reinsurance Group | Vice President | ~7 years | Key member of underwriting team; contributed to disciplined risk-taking |
| Hudson Insurance Capital Partners | Founder | 2007 | Specialty insurance-focused private equity; capital formation and investment in sector |
| Sierra Re Advisors | Founder | 2006 | Boutique reinsurance intermediary; advisory and origination |
| Goldman Sachs | Reinsurance brokerage/capital markets | 1997–2002 | Built reinsurance franchise; structured transactions |
| Guy Carpenter | Reinsurance brokerage | 1989–1997 | Early career underwriting/brokerage foundations |
| Citigroup; Ritchie Capital Management | Various roles | N/A | Capital markets and investment roles enhancing transactional acumen |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| University of Denver | BS/BA, Finance/Real Estate | N/A | Undergraduate degree |
| NYU Stern School of Business | MBA, Finance | N/A | Graduate degree |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $544,808 | $675,000 | $672,000 |
| Annualized base salary rate ($) | — | — | $676,000 (rate) |
| All Other Compensation ($) | $40,500 | $63,895 | $21,200 (401k $20,700; other $500) |
Notes:
- Mr. Govrin’s 2024 annualized base salary rate was $676,000; the Summary Compensation Table reflects actual salary paid of $672,000 .
Performance Compensation
Short-Term Incentive (STI) – 2024 Design and Outcome
| Component | Weight | Threshold | Target | Maximum | Actual Result | Payout vs Target |
|---|---|---|---|---|---|---|
| Core combined ratio | 70% | 93.9% → 50% payout (0% if >93.9%) | 92.9% → 100% payout | ≤89.9% → 200% payout | 91.0% company factor; payout factor 173% | Company pool 151.3%; NEO factors vary |
| Strategic Objectives | 30% | 0/50% cliff | 50%/100% | 100% | Achieved at 100% | 100% |
Mr. Govrin’s target bonus was 100% of base salary; his actual payout was 165% of target, equating to $1,115,400 for 2024 .
Long-Term Incentives (LTI) – 2024 Grants and Metrics
| Element | Grant Date | Units (Target) | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| PSUs | 4/29/2024 | 102,300 | $1,228,623 | 3-year cliff; pays in 2027 if earned | Tangible NBVPS CAGR: Threshold 7%→50%, Target 9%→100%, Max 11%→200% |
| RSUs | 4/29/2024 | 34,100 | $409,541 | 1/3 annually on first three anniversaries (2025/2026/2027) subject to service | Time-based retention |
Summary Compensation Totals
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $3,168,749 | $1,989,149 | $1,638,164 |
| Non-Equity Incentive ($) | $910,000 | $1,072,500 | $1,115,400 |
| Total ($) | $5,833,558 | $3,800,544 | $3,446,764 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 767,953 shares; 0.66% of voting power |
| Near-term vesting (within 60 days of Mar 14, 2025) | 96,564 RSUs; 71,121 options |
| Outstanding performance options | 350,000 options vest/exercisable when SPNT closing price reaches $8.00 |
| Hedging/Pledging | Prohibited for executive officers and directors; no margin accounts or pledging collateral permitted |
| Executive ownership guidelines | 3× base salary; must retain 50% of net shares until compliant (5-year window to achieve) |
Notes:
- SPNT closing price was $16.39 on December 31, 2024 (basis used for equity valuation tables), indicating the $8.00 price-based vesting condition is met for related performance options .
Employment Terms
Employment Agreement (Govrin Agreement, 10/31/2022)
- Termination without Cause or resignation for Good Reason:
- Pro-rated annual bonus (business modifier only) paid timing as specified .
- Cash severance equal to 12 months base salary, paid in installments .
- Accelerated vesting of all outstanding RSUs and unvested stock options; stock options exercisable up to 3 years post-termination (or earlier expiration); performance conditions must still be satisfied for performance-based options .
- 12 months subsidized COBRA at active employee rates .
- Voluntary resignation on/after October 31, 2025:
- Accelerated vesting of all outstanding RSUs and stock options; stock options exercisable up to 3 years (subject to performance hurdles) .
- Pro-rated annual bonus at target, paid in lump sum .
- Restrictive covenants: confidentiality and nondisparagement (perpetual); non-compete 6 months; employee/customer non-solicitation 12 months post-termination .
Potential Payments Upon Termination (as of 12/31/2024)
| Scenario | Cash Severance ($) | Equity Acceleration/Lapse ($) | Welfare/COBRA ($) | Aggregate ($) |
|---|---|---|---|---|
| Change in Control + Qualifying Termination | $1,791,400 | $8,887,025 | $35,349 | $10,713,774 |
| Qualifying Termination (absent CIC) | $1,791,400 | $4,622,855 | $35,349 | $6,449,604 |
| Death/Disability | — | $5,087,953 | — | $5,087,953 |
Treatment of Awards:
- CIC double-trigger: Unvested RSUs fully vest; PSUs vest at greater of target and performance achieved through the quarter-end prior to CIC; unvested options become fully vested/exercisable; if awards are not assumed, they vest upon CIC .
- Death/Disability: Next RSU tranche vests; PSUs vest pro rata at target (if before performance period end); Govrin’s unvested 2022 RSUs fully vest; unvested stock options forfeited; vested options exercisable for 180 days .
Other Policies
- Clawback: Applies to executive officers for financial restatement; expanded in Jan 2024 to allow recoupment for serious/gross misconduct .
- Share grant timing: Annual grants typically in April post year-end results; company does not time grants around MNPI; options generally not granted in 2024 program .
Compensation Structure Analysis
- Year-over-year mix: Emphasis on variable pay with STI tied 70% to Core combined ratio and LTI 75% PSUs and 25% RSUs; 2024 STI funded at 151.3% on company metrics; Govrin’s individual payout above pool (165%), reflecting unit/individual modifiers .
- Performance metrics tightening: 2025 STI core combined ratio target strengthened from 92.9% to 91.3% (threshold 96.0%, max 88.3%) to reinforce underwriting-first culture .
- Peer benchmarking: 2024 peer group includes Axis, RenaissanceRe, Markel, W.R. Berkley, etc.; SiriusPoint positioned near median on assets/revenues but below on market cap, suggesting pay-for-performance vigilance .
Related Party Transactions and Governance Signals
- No compensation committee interlocks/insider participation in 2024; Mercer retained as independent consultant, conflict assessment performed .
- Major shareholder transactions: CM Bermuda share/warrant repurchases in 2024–2025 simplified capital structure; Daniel Loeb/Third Point standstill through July 1, 2025; investment management agreements disclosed; these are governance context, not personal compensation items for Govrin .
Equity Ownership & Vesting Schedule Details
- 2024 RSUs: 34,100 units vest in equal annual tranches starting April 2025; final vest April 2027 subject to service .
- 2024 PSUs: 102,300 target units; performance window 12/31/2023–12/31/2026; payouts scale with tangible NBVPS CAGR; payout in 2027 .
- Near-term vesting (indicative selling pressure): 96,564 RSUs and 71,121 options scheduled to vest or become exercisable within 60 days after March 14, 2025 .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approved by approximately 82% of votes; committee continued existing design changes aligned to turnaround progress .
Investment Implications
- Alignment: High proportion of at-risk pay (STI tied to underwriting profitability; PSUs tied to tangible NBVPS CAGR) creates strong linkage to shareholder value and capital discipline .
- Retention risk: The Govrin Agreement’s enhanced treatment for voluntary resignation after October 31, 2025 (accelerated vesting; target bonus) introduces a timing-related retention consideration into late-2025/2026; however, non-compete/non-solicit covenants mitigate immediate competitive risk .
- Selling pressure: Significant near-term vesting (96,564 RSUs; 71,121 options) plus 2024 RSU tranches through 2027 may create episodic liquidity events; anti-pledging policy reduces forced-selling risk .
- Change-in-control economics: CIC severance/acceleration could total ~$10.7M at year-end valuation basis, with PSUs vesting at ≥target; this is a standard double-trigger construct without tax gross-ups, indicating balanced protection vs. shareholder-friendly terms .
- Execution track record: Company-level metrics (14.6% underlying ROE; improved core combined ratio; book value per share up 10%) support pay outcomes; TSR underperformed peer index in 2024 (155.80 vs. 219.19), highlighting opportunity to further close the gap via continued underwriting improvement and capital deployment .