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Frank N. D’Orazio
Chief Executive Officer
September 20, 2022
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WHEN:
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WHERE:
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RECORD DATE:
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8:00 a.m. local time
on Tuesday, October 25, 2022 |
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At our executive offices located
at Wellesley House, 2nd Floor, 90 Pitts Bay Road, Pembroke HM 08 Bermuda |
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September 1, 2022
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VIA THE
INTERNET |
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VIA THE
TELEPHONE |
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BY MAIL
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IN PERSON AT
THE MEETING |
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Follow the instructions on the proxy card or voting instruction form
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Call the telephone number on your proxy card or voting instruction form provided by your bank, broker or other intermediary.
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Sign, date, and return your proxy card in the enclosed envelope
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Attend the meeting in-person
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| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 25, 2022: |
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| The Notice of Annual General Meeting of Shareholders, Proxy Statement and 2021 Annual Report are available at https://materials.proxyvote.com/G5005R. These documents are first being mailed to shareholders on or about September 20, 2022. | |
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ITEMS TO BE VOTED ON
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BOARD’S
RECOMMENDATION |
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MORE
INFORMATION |
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PROPOSAL 1
To vote on a proposal to elect (i) two Class II directors for a one-year term to hold office until the 2023 annual general meeting of shareholders (assuming Proposal 2 is approved, and if not, to hold office until the 2025 annual general meeting of shareholders), (ii) one Class I director for a two-year term to hold office until the 2024 annual general meeting of shareholders, and (iii) one Class III director for a one-year term to hold office until the 2023 annual general meeting of shareholders; |
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FOR all nominees
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PROPOSAL 2
To vote on a proposal to amend the Third Amended and Restated Bye-laws of the Company (the “Bye-laws”) to declassify the Board of Directors; |
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FOR
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PROPOSAL 3
Re-appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditor to serve until the 2023 annual general meeting of shareholders and authorization of our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration; |
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FOR
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PROPOSAL 4
A non-binding, advisory vote to approve the 2021 compensation of our named executive officers; |
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FOR
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PROPOSAL 5
To vote on a proposal to amend the Bye-laws to implement majority voting in uncontested director elections; |
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FOR
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PROPOSAL 6
To vote on a proposal to amend the Bye-laws to provide a range in the size of the Board of Directors of 5 to 15 directors, with the exact number to be determined by the Board of Directors from time to time; |
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FOR
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PROPOSAL 7
To vote on a proposal to amend the Bye-laws to remove supermajority voting requirements for the amendment of certain provisions of the Bye-laws and the Memorandum of Association; |
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FOR
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PROPOSAL 8
To vote on a proposal to amend the Bye-laws to provide that shareholder approval of mergers and amalgamations shall require approval of a majority of the voting power attached to all issued and outstanding shares entitled to vote at a general or special meeting at which a quorum is present; |
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FOR
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PROPOSAL 9
To vote on a proposal to amend the Bye-laws to remove the voting cutback and pass-through voting with respect to our subsidiaries; |
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FOR
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PROPOSAL 10
To vote on a proposal to amend the Bye-laws to remove provisions pertaining to our former largest shareholders; |
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FOR
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PROPOSAL 11
To vote on a proposal to amend the Bye-laws for general updates; and |
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FOR
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PROPOSAL 12
To vote on a proposal to amend the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan |
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FOR
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| 43 | | | | |
| 45 | | | | |
| 47 | | | | |
| 48 | | | | |
| 49 | | | | |
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| | | OTHER MATTERS | | |
| 64 | | | Delinquent Section 16(a) Reports | |
| 64 | | | Other Business at the Annual Meeting | |
| 64 | | | | |
| 64 | | | Shareholders Sharing the Same Address | |
| | | FREQUENTLY ASKED QUESTIONS | | |
| 66 | | | Where and when will the meeting take place? | |
| 66 | | | | |
| 67 | | | Who is entitled to vote at the Annual Meeting? | |
| 67 | | | How many votes do I have? | |
| 67 | | | | |
| 68 | | | | |
| 68 | | | What options are available to me to vote my shares? | |
| 68 | | | How many votes must be present to hold the Annual Meeting? | |
| 69 | | | | |
| 69 | | | What does it mean if I receive more than one set of proxy materials? | |
| 69 | | | | |
| 69 | | | How can I attend the Annual Meeting? | |
| 70 | | | | |
| 70 | | | What does solicitation of proxies mean? | |
| 70 | | | What else will happen at the Annual Meeting? | |
| 70 | | | | |
| 70 | | | How do I find out the voting results? | |
| 70 | | | Forward Looking Statements | |
| A-1 | | | Appendix A | |
| | | Appendix B | | |
| | | Appendix C | | |
| | | Appendix D | | |
| | | Appendix E | | |
| | | Appendix F | | |
| | | Appendix G | | |
| H-1 | | | Appendix H | |
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Name
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Age
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Class
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Position
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| Peter B. Migliorato | | | |
63
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II
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Nominee
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| Ollie L. Sherman, Jr. | | | |
71
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II
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Director
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| Kirstin M. Gould | | | |
55
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I
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Director
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| Michael T. Oakes | | | |
57
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III
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Director
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Peter B. Migliorato
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Peter B. Migliorato retired in 2021 as a partner of Deloitte Consulting (“Deloitte”), where he most recently served as Lead Client Service Partner to insurance clients. Mr. Migliorato also served as the North American Insurance Consulting practice leader with Deloitte in the property & casualty, life & retirement, and employee benefits sectors. Mr. Migliorato joined Deloitte in 2001 and served in various leadership roles during his twenty-year tenure. Before joining Deloitte, Mr. Migliorato served as an equity partner at Emergence Consulting and C-Change Consulting, two start-up strategy consultancies, from 1998 to 2001 and as Senior Vice President, Marketing and Business Development at Marketing Technologies International, a data sciences firm, from 1997 to 1998. Prior to that, he led the Insurance Practice, served clients across multiple industries, and was Chief of Staff to the CEO of Gemini Consulting, a global management consulting firm, from 1985 to 1997. Mr. Migliorato serves as an advisory board member to Machine Cover, Inc., an insurance technology company, since June 2021. He served on the board of directors of State Automobile Mutual Insurance Company, the mutual holding company parent of State Auto Financial Corporation (“State Auto”) from March 2021 until State Auto was acquired by Liberty Mutual Holding Company Inc. in March 2022; and as an advisory board member to Safekeep, Inc., an insurance technology company, from June 2021 until its acquisition by CCCIS in February 2022. Mr. Migliorato received a Bachelor of Arts degree with dual majors in History and Geology from Oberlin College where he was also a member of the Phi Beta Kappa academic honor society.
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| We believe Mr. Migliorato’s qualifications to serve on our Board of Directors include his extensive experience at Deloitte advising insurance companies on implementation of growth strategies, executing mergers and acquisitions and implementing technology and data platforms, his knowledge of the property and casualty insurance industry and his experience as an advisory board member to two insurance technology companies. | |
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Ollie L. Sherman, Jr.
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Ollie L. Sherman, Jr. has served on our Board of Directors since May 2016. Mr. Sherman retired as a Managing Principal with Towers Watson in 2010. At Towers Watson, Mr. Sherman functioned as a consulting actuary and practice manager for Tower Watson’s property and casualty division for over 25 years. Prior to joining Towers Watson, Mr. Sherman was employed by the Travelers Insurance Company for ten years where he had overall responsibility for countrywide workers’ compensation pricing. Mr. Sherman graduated from the University of Virginia with a B.S. in Applied Mathematics, and he is a Fellow of the Casualty Actuarial Society.
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| We believe Mr. Sherman’s qualifications to serve on our Board of Directors include his extensive experience as a consulting actuary in property and casualty insurance, as well as his knowledge of the Company gained from his service on our Board. | |
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Kirstin M. Gould
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Kirstin M. Gould has served on our Board of Directors since October 2021. Ms. Gould served as Executive Vice President, General Counsel and Corporate Secretary of XL Group Ltd (“XL”), a NYSE listed global insurance and reinsurance company, until XL was acquired by AXA, S.A. in 2018. Ms. Gould joined XL in 2000 and served in various leadership roles during her tenure, including leading the marketing and communications function from 2007-2015 while concurrently serving as General Counsel from September 2007. From 2005-2011, Ms. Gould chaired the Policy Committee of the Association of Bermuda Insurers and Reinsurers (ABIR), which is a trade association of international property and casualty insurers and reinsurers. Ms. Gould currently serves on the board of Pacific Life Re Global Limited where she is a member of the Risk, Audit and Remuneration Committees. She is also the founder of Harrington Advisors LLC, a consulting company focused on strategic advice including M&A, corporate governance and insurance regulatory matters. Ms. Gould began her career in private practice with the law firms Dewey Ballantine LLP in New York (1991-1995) and Clifford Chance LLP in New York and London (1996-2000). Ms. Gould received a Bachelor of Arts degree (summa cum laude) from the State University of New York at Albany and a Juris Doctor degree (cum laude) from the State University of New York at Buffalo School of Law.
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| We believe Ms. Gould’s qualifications to serve on our Board of Directors include her executive leadership at an international insurance and reinsurance business, as well as her extensive experience in corporate governance, risk management, insurance regulatory matters and insurance company mergers and acquisitions. | |
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MICHAEL T. OAKES
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Michael T. Oakes has served on our Board of Directors since December 2007. Mr. Oakes has served as the President of Conifer Group, Inc., a consulting company, since February 2011. Prior to this, Mr. Oakes served as Executive Vice President of the Company from June 2010 until his retirement in January 2011. From December 2007 through June 2010, Mr. Oakes served as our Chief Financial Officer, and from March 2008 through June 2010, he served as our Chief Executive Officer. From 2004 through 2007, he served as Chief Financial Officer of James River Group and from 1998 until 2004, Mr. Oakes was a Managing Director in the Insurance Investment Banking Group at Keefe, Bruyette & Woods, Inc., an investment banking firm based in New York. Mr. Oakes received a B.S. in Business Administration with a concentration in Accounting from the University of North Carolina at Chapel Hill and an M.B.A. from Harvard Business School.
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| We believe Mr. Oakes’s qualifications to serve on our Board of Directors include his broad range of management, investment banking and capital markets experience, with a focus on financial institutions and insurance companies, as well as his background in accounting and his knowledge of the Company gained from his prior experience as an executive of the Company and service on our Board. | |
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Name
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Age
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Class
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Position
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J. Adam Abram
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66
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III
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Non-Executive Chairman of the Board
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Thomas L. Brown
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65
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I
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Director
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Frank N. D’Orazio
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54
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III
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Chief Executive Officer and Director
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Patricia H. Roberts
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67
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I
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Director
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J. ADAM ABRAM
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J. Adam Abram has served as Non-Executive Chairman of the Board since November 2020. He previously served as Chief Executive Officer and Executive Chairman of the Board from August 2019 through November 2020 and from September 2014 through December 2017. Mr. Abram was Non-Executive Chairman of the Board from January 2018 to August 2019 and from October 2012 through September 2014. Mr. Abram was a founder of James River Group, Inc., our principal subsidiary, and he served as the Executive Chairman, President and Chief Executive Officer of James River Group, Inc. from its inception in 2002 through 2007 and from March 2008 until October 2012. From 2002 through 2007, and from March 2008 until October 2012, Mr. Abram also periodically served in different roles at various operating units. Mr. Abram served as lead independent director of the Yadkin Financial Corporation (“Yadkin”), a bank holding company, from July 2014 until its acquisition by F. N. B. Corporation in March 2017 and, prior to that, as Chairman of the Board of VantageSouth Bancshares, Inc., a bank holding company, and its subsidiary bank, VantageSouth Bank, from November 2011 until its acquisition by Yadkin in July 2014. He also served as Chairman of Piedmont Community Bank Holdings, Inc., a bank holding company, from the time he co-founded it in 2009 until it was also acquired by Yadkin in July 2014. Mr. Abram received his B.A. from Harvard University.
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| We believe Mr. Abram’s qualifications to serve on our Board of Directors include his extensive experience as an executive officer and director in the insurance industry, experience as a founder of several financial services and other companies and his detailed knowledge of the Company gained from his service as Chairman of the Board and former Chief Executive Officer of the Company. | |
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THOMAS L. BROWN
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Thomas L. Brown has served on our Board of Directors since October 2021. Mr. Brown retired in 2019 as the Senior Vice President and Chief Financial Officer of RLI Corp. (“RLI”), a NYSE listed specialty insurer serving diverse niche property, casualty and surety markets. He previously served as Vice President and Chief Financial Officer at RLI from 2011 to 2017. Prior to that, Mr. Brown was a partner at PricewaterhouseCoopers LLP, where he served for ten years as its Central Region Financial Services Leader and led teams responsible for the banking, insurance, capital markets, real estate and investment management business sectors. Mr. Brown currently serves on the board of directors of the Chicago Shakespeare Theater and Old National Bancorp, a Nasdaq listed company, and served on the board of First Midwest Bancorp, Inc. from 2017 until its acquisition by Old National Bancorp in February 2022. In 2020, Mr. Brown joined the board of directors of Easter Seals DuPage & Fox Valley, and he previously served on the board of Easter Seals Central Illinois. From 2004 to 2017, Mr. Brown served on the board of trustees of Illinois Wesleyan University. Mr. Brown received a Bachelor of Science degree in Accounting from Illinois Wesleyan University in 1979. He is a certified public accountant.
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| We believe Mr. Brown’s qualifications to serve on our Board of Directors include his management experience at RLI, his knowledge of the property and casualty insurance industry, his financial and accounting expertise and his experience as a public company board member. | |
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FRANK N. D’ORAZIO
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Frank N. D’Orazio has served as our Chief Executive Officer and a director since November 2020. Mr. D’Orazio formerly served as Corporate Chief Operating Officer and Chief of Staff of Allied World Assurance Company Holdings, Ltd. (“Allied World”), a global provider of property, casualty and specialty insurance and reinsurance, from March 2019 through January 2020. Prior to that, Mr. D’Orazio served as President, Underwriting and Global Risk of Allied World from December 2014 through February 2019. From September 2009 to December 2014, Mr. D’Orazio served as the President — Bermuda and International Insurance of Allied World Ltd. From June 2003, when Mr. D’Orazio joined Allied World, through September 2009, Mr. D’Orazio held leadership roles with increasing responsibility in the company’s general casualty business and in underwriting. Before joining Allied World, Mr. D’Orazio worked for the retail insurance market arm of Munich-American Re-Insurance from August 1994 to May 2003, where he held a succession of underwriting and management positions. Prior to that Mr. D’Orazio held various underwriting positions in the excess casualty division of the Chubb Group of Insurance Companies from June 1990 to July 1994. Mr. D’Orazio received a B.A. from Fairfield University.
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| We believe Mr. D’Orazio’s qualifications to serve on our Board of Directors include his extensive experience as an executive officer in the insurance industry and significant insurance and underwriting knowledge. | |
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PATRICIA H. ROBERTS
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Patricia H. Roberts has served on our Board of Directors since July 2019. She retired in 2012 from her dual position as President and Chairman of General Star Management Company and President and Chairman of Genesis Management and Insurance Services Corporation, two wholly-owned subsidiaries of General Reinsurance Corporation (“GenRe”). Ms. Roberts began working at GenRe in 1977 and held positions with increasing levels of responsibility. Ms. Roberts served on the Navigators Group Inc. (“Navigators”) board from 2014 until 2019 when Navigators was sold to Hartford Financial Services Group. Ms. Roberts holds a Bachelor of Science degree in Business Administration from George Mason University and received her CPCU (Chartered Property Casualty Underwriter) designation in 1985.
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| We believe Ms. Roberts’s qualifications to serve on our Board of Directors include her management experience at GenRe, her knowledge of the insurance and reinsurance industry, her operational and strategic expertise and her experience as a public company board member. | |
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Matthew B. Botein
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Matthew B. Botein is a co-founder of Gallatin Point Capital LLC (“Gallatin Point”), a private investment firm founded in 2017, and serves as the Managing Partner of Gallatin Point. Prior to founding Gallatin Point, Mr. Botein served as co-head and Chief Investment Officer for Alternatives of BlackRock Alternative Investors (“BAI”) from 2009 through 2017 and as an advisor to BAI from 2017 through 2020. Prior to joining BAI, Mr. Botein served as a Managing Director and member of the Management Committee at Highfields Capital Management, a Boston-based private investment partnership. He also served as a member of the private equity departments at The Blackstone Group and Lazard Frères & Co. LLC. Mr. Botein currently serves on the board of directors of Hunt Capital Holdings, Amber Infrastructure Group Holdings Limited, Fortuna Holdings Limited (parent of Lloyd’s insurer Canopius), Bowhead Insurance Holdings LP, Tower Hill Risk Management, LLC, and Northeast Bancorp (Nasdaq: NBN). Mr. Botein previously served on the board of directors of PennyMac Financial Services (NYSE: PFSI), Aspen Insurance Holdings (NYSE: AHL), CoreLogic Inc. (NYSE: CLGX), First American Corporation (NYSE: FAF), PennyMac Mortgage Investment Trust (NYSE: PMT) and numerous private companies. He also serves on the Board of Trustees of Beth Israel Deaconess Medical Center, the CareGroup/CJP Board of Managers and Boston Medical Center. Mr. Botein received a Bachelor of Arts degree (magna cum laude) from Harvard College and a M.B.A degree (with high distinction) from Harvard Business School, where he was awarded Baker and Loeb scholarships.
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| For additional information regarding the issuance and sale of the Series A Preferred Shares to GPC Thames, including its right to designate a director for nomination, see “Certain Relationships and Related Transactions-Related Party Transactions”. | |
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J. Adam
Abram |
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Thomas L.
Brown |
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Frank N.
D’Orazio |
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Kirstin M.
Gould |
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Peter B.
Migliorato |
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Michael T.
Oakes |
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Patricia H.
Roberts |
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Ollie L.
Sherman, Jr. |
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Number
of Directors/ Nominees with Skill |
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| Executive Leadership | | | |
✓
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✓
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✓
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✓
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✓
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✓
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6/8
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Insurance Industry Expertise
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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8/8
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| Risk Management | | | | | | | |
✓
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✓
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✓
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| | |
✓
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| | |
✓
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| | |
✓
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| | |
✓
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7/8
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| Corporate Governance | | | |
✓
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✓
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✓
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✓
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✓
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| | |
✓
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| | |
✓
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| | |
✓
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8/8
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| Business Operations | | | |
✓
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✓
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✓
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| | |
✓
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| | |
✓
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✓
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| | |
✓
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| | |
✓
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8/8
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Finance / Capital Management
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✓
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✓
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✓
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| | | | | | | | | | |
✓
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| | | | | | |
✓
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5/8
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| Investments | | | |
✓
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✓
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| | | | | | | | | | | | | | |
✓
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3/8
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| Mergers and Acquisitions | | | |
✓
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| | | | | | |
✓
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✓
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| | |
✓
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| | |
✓
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| | | | | | |
✓
|
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6/8
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Information Technology / Cyber Security
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✓
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| | | | | | | | | | |
✓
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| | | | | | |
✓
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3/8
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| Legal and Regulatory | | | | | | | | | | | | | | | |
✓
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| | | | | | | | | | | | | | | | | | |
1/8
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Board Diversity Matrix (as of August 15, 2022)
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| Total Number of Directors | | | |
9
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Female
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Male
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Non-Binary
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Did Not Disclose
Gender |
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| Part I: Gender Identity | | ||||||||||||||||||||||||||||
| Directors | | | | | | 3 | | | | | | | 6 | | | | | | | — | | | | | | | — | | |
| Part II: Demographic Background | | ||||||||||||||||||||||||||||
| African American or Black | | | | | | — | | | | | | | 1 | | | | | | | — | | | | | | | — | | |
| Alaskan Native or Native American | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Asian | | | | | | — | | | | | | | 1 | | | | | | | — | | | | | | | — | | |
| Hispanic or Latinx | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Native Hawaiian or Pacific Islander | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| White | | | | | | 3 | | | | | | | 4 | | | | | | | — | | | | | | | — | | |
| Two or More Races or Ethnicities | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| LGBTQ+ | | | |
—
|
| ||||||||||||||||||||||||
| Did Not Disclose Demographic Background | | | |
—
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AUDIT COMMITTEE
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Thomas L. Brown (Chair)
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Janet R. Cowell
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Ollie L. Sherman, Jr.
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COMPENSATION COMMITTEE
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Patricia H. Roberts (Chair)
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Ollie L. Sherman, Jr.
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Sundar S. Srinivasan
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
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Ollie L. Sherman, Jr. (Chair)
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Kirstin M. Gould
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Patricia H. Roberts
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INVESTMENT COMMITTEE
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Sundar S. Srinivasan (Chair)
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J. Adam Abram
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Michael T. Oakes
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Janet R. Cowell
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What We Heard
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What We Did
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Executive Compensation
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•
Adopt quantifiable based executive compensation targets and a benchmarking group.
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•
The Company, with the Compensation Committee’s approval, retained a compensation consultant (Mercer) to assist the Compensation Committee in evaluating the compensation of the Company’s senior executive officers. Mercer assisted the Compensation Committee in developing a peer group to assess the design of our executive compensation program and to compare executive pay levels. The Compensation Committee used the peer group information in the development of variable cash bonuses under a new short-term incentive plan and variable equity compensation under a new long-term incentive plan. In July 2022, the Board, upon the recommendation of the Committee, approved these plans. Please see “Executive Compensation — Compensation Discussion and Analysis — 2022 Compensation Developments” for further detail.
•
Additionally, the Board, at the recommendation of the Compensation Committee, adopted share ownership guidelines to more closely align the financial interests of the Company’s directors and executive and other senior officers with those of the Company’s shareholders. Please see “Executive Compensation — Compensation Discussion and Analysis — Share Ownership Guidelines” for further detail.
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| | | | |
What We Heard
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What We Did
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Corporate Governance
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•
Some investors disfavor a classified board structure, while others found it appropriate for a company of our size and history
|
| | |
•
The Board determined to include Proposal 2 in this proxy statement, a proposal to amend the Company’s Bye-laws to declassify the Board of Directors. If adopted by shareholders, it would eliminate the classified structure of the Board by the 2024 annual general meeting of shareholders.
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•
Encouraged enhancements for shareholder rights
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| | |
•
The Board determined to include Proposal 5 in this proxy statement, a proposal to amend the Company’s Bye-laws to implement majority voting in uncontested director elections.
•
The Board determined to include Proposal 7 in in this proxy statement, a proposal to amend the Company’s Bye-laws to remove supermajority voting requirements for the amendment of certain provisions of the Bye-laws and the Memorandum of Association.
•
The Board determined to include Proposal 8 in this proxy statement, a proposal to amend the Company’s Bye-laws to require approval of mergers and amalgamations by a majority of the voting power attached to all issued and outstanding shares entitled to vote at the applicable meeting.
|
|
| | | | |
•
Preference for independent Chairperson of Nominating and Corporate Governance Committee
|
| | |
•
The Board named Ollie L. Sherman, Jr. as its Chairperson of the Nominating and Corporate Governance Committee.
|
|
|
ESG
|
| | |
•
Increase disclosures regarding ESG
|
| | |
•
Included a section on environmental, social and governance topics in this proxy statement, which we expect to enhance over time. Please see “Board of Directors and Corporate Governance — Environmental, Social and Governance” for further details.
|
|
| | | | |
•
Investors expressed appreciation for the Board’s refreshment efforts
|
| | |
•
We have continued to demonstrate our commitment to adding independent directors to our Board through the nomination of Mr. Migliorato for election as a new independent director, and expect to add additional independent directors to our Board in the future.
•
Including the nomination of Mr. Migliorato and the two independent directors who have joined the Board over the last year (Thomas L. Brown and Kirstin M. Gould), following the Annual Meeting 37.5% of the Board will consist of independent directors added in the last year. In addition, upon regulatory approval of Mr. Botein’s appointment to the Board, following the Annual Meeting 44% of the Board will consist of independent directors added in the last year.
|
|
|
Name
|
| | |
Fees Earned or
Paid in Cash(1) ($) |
| | |
Stock
Awards(2) ($) |
| | |
All Other
Compensation(3) ($) |
| | |
Total
($) |
| ||||||||||||
|
J. Adam Abram
|
| | | | $ | 225,000 | | | | | | | — | | | | | | | — | | | | | | $ | 225,000 | | |
|
Thomas L. Brown
|
| | | | $ | 22,758 | | | | | | | — | | | | | | | — | | | | | | $ | 22,758 | | |
|
Janet R. Cowell
|
| | | | $ | 125,000 | | | | | | $ | 49,989 | | | | | | $ | 1,378 | | | | | | $ | 176,367 | | |
|
Kirstin M. Gould
|
| | | | $ | 22,758 | | | | | | | — | | | | | | | — | | | | | | $ | 22,758 | | |
|
Christopher L. Harris
|
| | | | $ | 102,582 | | | | | | $ | 49,989 | | | | | | $ | 2,273 | | | | | | $ | 154,844 | | |
|
Jerry R. Masters
|
| | | | $ | 150,000 | | | | | | $ | 49,989 | | | | | | $ | 1,378 | | | | | | $ | 201,367 | | |
|
Michael T. Oakes
|
| | | | $ | 125,000 | | | | | | $ | 49,989 | | | | | | $ | 1,378 | | | | | | $ | 176,367 | | |
|
Patricia H. Roberts
|
| | | | $ | 125,000 | | | | | | $ | 49,989 | | | | | | $ | 1,378 | | | | | | $ | 176,367 | | |
|
Ollie L. Sherman, Jr.
|
| | | | $ | 125,000 | | | | | | $ | 49,989 | | | | | | $ | 1,378 | | | | | | $ | 176,367 | | |
|
Sundar S. Srinivasan
|
| | | | $ | 125,000 | | | | | | $ | 49,989 | | | | | | $ | 1,378 | | | | | | $ | 176,367 | | |
|
Frank N.
D’Orazio |
| | |
Sarah C.
Doran |
| | |
Richard J.
Schmitzer |
| | |
Terence M.
McCafferty |
| | |
Daniel J.
Heinlein |
| | |
Michael J.
Hoffmann |
| | |
Jeanette L.
Miller |
|
| 54 | | | | 48 | | | | 66 | | | | 59 | | | | 37 | | | | 57 | | | | 43 | |
|
Chief Executive Officer
|
| | |
Chief Financial Officer
|
| | |
President and Chief Executive Officer of the Excess and Surplus Lines segment
|
| | |
President and Chief Executive Officer of the Specialty Admitted Insurance segment
|
| | |
President and Chief Executive Officer of the Casualty Reinsurance segment
|
| | |
Group Chief Underwriting Officer
|
| | | Chief Legal Officer | |
|
|
| |
SARAH C. DORAN
|
|
|
|
| |
RICHARD J. SCHMITZER
|
|
|
|
| |
TERENCE M. MCCAFFERTY
|
|
|
|
| |
DANIEL J. HEINLEIN
|
|
|
|
| |
Michael J. Hoffmann
|
|
|
|
| |
Jeanette L. Miller
|
|
|
1
|
| |
First, to establish compensation on a fair and reasonable basis that is competitive with our peers in the specialty insurance and reinsurance business, so that we may attract, motivate and retain talented executive officers.
|
| | |
2
|
| |
Second, to create an alignment of interests between our executive officers and shareholders. For this purpose, a portion of each executive officer’s compensation consists of one or more equity awards.
|
| | |
3
|
| |
Finally, we seek to reward performance that supports our principles of building long-term shareholder value overall and to recognize individual performance that contributes to the success of our Company.
|
|
|
As a general guideline, we use a target allocation of one-third of an executive’s total compensation to base salary, one-third to bonus and one-third to equity awards. When determining the amount of each element of compensation, however, there may be differences due to multiple factors, including market conditions, individual and Company performance and our desire to attract and retain executive officers. For 2021, actual compensation paid differed from these target allocations, in that in February 2022 the Board approved awards for certain officers that included a lower discretionary cash bonus, and a greater amount of compensation in the form of discretionary equity. The lower discretionary cash bonuses were primarily in response to the Company’s 2021 performance, and the greater amount of discretionary equity was granted to further align the interests of our executive officers and our shareholders.
|
| |
|
|
|
|
| |
BASE SALARY
|
| | |
|
| |
DISCRETIONARY BONUSES
|
| | |
|
| |
EQUITY AWARDS
|
|
| Frank N. D’Orazio | | | |
In addition to Mr. D’Orazio’s leadership of the Company as our Chief Executive Officer, the following extraordinary activities:
•
his leadership in the capital raise during spring 2021 and negotiation and execution of the loss portfolio transaction later in the year, and his work toward similar transactions that occurred in February 2022;
•
his recruitment and integration into the Company of the new chief underwriting officer, chief actuary and chief claims officer, and being instrumental in identifying and bringing on two new independent directors with extensive prior experience as executives in the insurance industry; and
•
his work in the development of an enhanced enterprise risk management system.
|
|
| Sarah C. Doran | | | | In addition to Ms. Doran’s leadership in overseeing the financial and legal functions of the Company as our Chief Financial Officer, her role in the capital raise during spring 2021 and the loss portfolio transaction later in the year, and work toward similar transactions that occurred in February 2022. | |
| Richard J. Schmitzer | | | | Mr. Schmitzer’s leadership of the excess and surplus segment, including the growth and profitability of the core excess and surplus lines business (excluding commercial auto). | |
| Terence M. McCafferty | | | | Mr. McCafferty’s leadership of the specialty admitted segment, including its significant growth and attractive combined ratio for 2021. | |
| Daniel J. Heinlein | | | | Mr. Heinlein’s leadership of the casualty reinsurance segment and his assistance with the segment’s loss portfolio transfer transaction in February 2022. | |
|
NAME
|
| | |
2021 BONUS
|
| | |
BONUS AS A % OF
2021 BASE SALARY |
| ||||||
| Frank N. D’Orazio | | | | | $ | 425,000 | | | | | | | 50% | | |
| Sarah C. Doran | | | | | $ | 257,500 | | | | | | | 50% | | |
| Richard J. Schmitzer | | | | | $ | 312,917 | | | | | | | 49% | | |
| Terence M. McCafferty | | | | | $ | 320,000 | | | | | | | 80% | | |
| Daniel J. Heinlein | | | | | $ | 175,000 | | | | | | | 50% | | |
| Robert P. Myron | | | | | | — | | | | | | | — | | |
|
NAME
|
| | |
2021 RSU FMV
ON GRANT DATE |
| | |
NUMBER OF SHARES
REPRESENTED BY RSU |
| ||||||
| Frank N. D’Orazio | | | | | | — | | | | | | | — | | |
| Sarah C. Doran | | | | | $ | 249,994 | | | | | | | 4,976 | | |
| Richard J. Schmitzer | | | | | $ | 329,574 | | | | | | | 6,560 | | |
| Terence M. McCafferty | | | | | $ | 386,245 | | | | | | | 7,688 | | |
| Daniel J. Heinlein | | | | | $ | 169,912 | | | | | | | 3,382 | | |
| Robert P. Myron | | | | | $ | 349,972 | | | | | | | 6,966 | | |
|
NAME
|
| | |
2022 RSU FMV
ON GRANT DATE |
| | |
NUMBER OF SHARES
REPRESENTED BY RSU |
| ||||||
| Frank N. D’Orazio | | | | | $ | 1,274,998 | | | | | | | 62,195 | | |
| Sarah C. Doran | | | | | $ | 590,236 | | | | | | | 28,792 | | |
| Richard J. Schmitzer | | | | | $ | 642,388 | | | | | | | 31,336 | | |
| Terence M. McCafferty | | | | | $ | 399,996 | | | | | | | 19,512 | | |
| Daniel J. Heinlein | | | | | $ | 402,497 | | | | | | | 19,634 | | |
| Amerisafe, Inc. | | | | Kinsale Capital Group, Inc. | |
| Argo Group International Holdings, Ltd. | | | | ProAssurance Corporation | |
| Donegal Group Inc. | | | | RLI Corp. | |
| Employers Holdings, Inc. | | | | SiriusPoint Ltd. | |
| Global Indemnity Group, LLC | | | | United Fire Group, Inc. | |
| Hallmark Financial Services, Inc. | | | | United Insurance Holdings Corp. | |
| HCI Group, Inc. | | | | Universal Insurance Holdings, Inc. | |
|
EXECUTIVE OFFICER
|
| | |
THRESHOLD PAYOUT
|
| | |
TARGET PAYOUT
|
| | |
MAXIMUM PAYOUT
|
| |||||||||
| Frank N. D’Orazio | | | | | $ | 462,500 | | | | | | $ | 925,000 | | | | | | $ | 1,387,500 | | |
| Sarah C. Doran | | | | | $ | 275,000 | | | | | | $ | 550,000 | | | | | | $ | 825,000 | | |
| Richard J. Schmitzer | | | | | $ | 325,000 | | | | | | $ | 650,000 | | | | | | $ | 975,000 | | |
| Terence M. McCafferty | | | | | $ | 210,000 | | | | | | $ | 420,000 | | | | | | $ | 630,000 | | |
| Daniel J. Heinlein | | | | | $ | 182,500 | | | | | | $ | 365,000 | | | | | | $ | 547,500 | | |
|
NAME AND PRINCIPAL
POSITION |
| | |
YEAR
|
| | |
SALARY
($) |
| | |
BONUS
($) |
| | |
SHARE
AWARDS(1) ($) |
| | |
OPTION
AWARDS ($) |
| | |
ALL OTHER
COMPENSATION(2) ($) |
| | |
TOTAL
($) |
| |||||||||||||||||||||
|
Frank N. D’Orazio,
Chief Executive Officer |
| | | |
|
2021
|
| | | | |
$
|
850,000
|
| | | | |
$
|
425,000
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
$
|
42,980
|
| | | | |
$
|
1,317,980
|
| |
| |
|
2020
|
| | | | |
$
|
141,667
|
| | | | |
$
|
200,000
|
| | | | |
$
|
2,999,965
|
| | | | |
|
—
|
| | | | |
$
|
113
|
| | | | |
$
|
3,341,745
|
| | ||||
|
Sarah C. Doran,
Chief Financial Officer |
| | | |
|
2021
|
| | | | |
$
|
512,500
|
| | | | |
$
|
257,500
|
| | | | |
$
|
249,994
|
| | | | |
|
—
|
| | | | |
$
|
35,570
|
| | | | |
$
|
1,055,564
|
| |
| |
|
2020
|
| | | | |
$
|
491,667
|
| | | | |
$
|
250,000
|
| | | | |
$
|
1,099,950
|
| | | | |
|
—
|
| | | | |
$
|
67,342
|
| | | | |
$
|
1,908,959
|
| | ||||
| |
|
2019
|
| | | | |
$
|
450,000
|
| | | | |
$
|
410,000
|
| | | | |
$
|
449,981
|
| | | | |
|
—
|
| | | | |
$
|
49,506
|
| | | | |
$
|
1,359,487
|
| | ||||
|
Richard J. Schmitzer,
President and Chief Executive Officer, Excess and Surplus Lines segment |
| | | |
|
2021
|
| | | | |
$
|
642,500
|
| | | | |
$
|
312,917
|
| | | | |
$
|
329,574
|
| | | | |
|
—
|
| | | | |
$
|
195,371
|
| | | | |
$
|
1,480,362
|
| |
| |
|
2020
|
| | | | |
$
|
625,833
|
| | | | |
$
|
312,917
|
| | | | |
$
|
542,459
|
| | | | |
|
—
|
| | | | |
$
|
185,678
|
| | | | |
$
|
1,666,887
|
| | ||||
| |
|
2019
|
| | | | |
$
|
537,903
|
| | | | |
|
—
|
| | | | |
$
|
526,758
|
| | | | |
|
—
|
| | | | |
$
|
210,958
|
| | | | |
$
|
1,275,619
|
| | ||||
|
Terence M. McCafferty,
President and Chief Executive Officer, Specialty Admitted Insurance segment |
| | | |
|
2021
|
| | | | |
$
|
397,708
|
| | | | |
$
|
320,000
|
| | | | |
$
|
386,245
|
| | | | |
|
—
|
| | | | |
$
|
36,347
|
| | | | |
$
|
1,140,300
|
| |
| |
|
2020
|
| | | | |
$
|
384,375
|
| | | | |
$
|
288,281
|
| | | | |
$
|
374,966
|
| | | | |
|
—
|
| | | | |
$
|
27,071
|
| | | | |
$
|
1,074,693
|
| | ||||
| |
|
2019
|
| | | | |
$
|
375,000
|
| | | | |
$
|
375,000
|
| | | | |
$
|
219,984
|
| | | | |
|
—
|
| | | | |
$
|
308,820
|
| | | | |
$
|
1,278,804
|
| | ||||
|
Daniel J. Heinlein,
President and Chief Executive Officer, Casualty Reinsurance segment |
| | | |
|
2021
|
| | | | |
$
|
348,317
|
| | | | |
$
|
175,000
|
| | | | |
$
|
169,912
|
| | | | |
|
—
|
| | | | |
$
|
226,270
|
| | | | |
$
|
919,499
|
| |
| |
|
2020
|
| | | | |
$
|
338,250
|
| | | | |
$
|
169,950
|
| | | | |
$
|
329,978
|
| | | | |
|
—
|
| | | | |
$
|
222,752
|
| | | | |
$
|
1,060,930
|
| | ||||
| |
|
2019
|
| | | | |
$
|
328,333
|
| | | | |
$
|
255,000
|
| | | | |
$
|
319,984
|
| | | | |
|
—
|
| | | | |
$
|
232,218
|
| | | | |
$
|
1,135,535
|
| | ||||
|
Robert P. Myron(3)
Former President and Chief Operating Officer |
| | | |
|
2021
|
| | | | |
$
|
408,334
|
| | | | |
|
—
|
| | | | |
$
|
349,972
|
| | | | |
|
—
|
| | | | |
$
|
469,168
|
| | | | |
$
|
1,227,474
|
| |
| |
|
2020
|
| | | | |
$
|
691,667
|
| | | | |
$
|
350,000
|
| | | | |
$
|
649,984
|
| | | | |
|
—
|
| | | | |
$
|
446,579
|
| | | | |
$
|
2,138,230
|
| | ||||
| |
|
2019
|
| | | | |
$
|
709,409
|
| | | | |
|
—
|
| | | | |
$
|
749,982
|
| | | | |
|
—
|
| | | | |
$
|
497,035
|
| | | | |
$
|
1,956,426
|
| |
|
Name
|
| | |
401(K) PLAN
CONTRIBUTION ($) |
| | |
TRANSPORTATION(a)
($) |
| | |
HOUSING(b)
($) |
| | |
TAXES(c)
($) |
| | |
RETENTION
AWARD(d) ($) |
| | |
ACCRUED
DIVIDENDS PAID UPON VESTING OF RSU AWARDS ($) |
| | |
OTHER(e)
($) |
| | |
TOTAL ALL
OTHER COMPENSATION ($) |
| ||||||||||||||||||||||||
| Frank N. D’Orazio | | | | | $ | 17,400 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 25,067 | | | | | | $ | 513 | | | | | | $ | 42,980 | | |
| Sarah C. Doran | | | | | $ | 17,400 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 17,657 | | | | | | $ | 513 | | | | | | $ | 35,570 | | |
| Richard J. Schmitzer | | | | | $ | 17,400 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 147,000 | | | | | | $ | 30,458 | | | | | | $ | 513 | | | | | | $ | 195,371 | | |
|
Terence M. McCafferty
|
| | | | $ | 17,400 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 18,434 | | | | | | $ | 513 | | | | | | $ | 36,347 | | |
| Daniel J. Heinlein | | | | | $ | 17,400 | | | | | | $ | 9,534 | | | | | | $ | 136,181 | | | | | | $ | 37,000 | | | | | | | — | | | | | | $ | 14,057 | | | | | | $ | 12,098 | | | | | | $ | 226,270 | | |
| Robert P. Myron | | | | | $ | 17,400 | | | | | | $ | 1,926 | | | | | | $ | 95,040 | | | | | | $ | 92,594 | | | | | | | — | | | | | | $ | 110,209 | | | | | | $ | 151,999 | | | | | | $ | 469,168 | | |
|
NAME
|
| | |
GRANT DATE
|
| | |
NUMBER OF SHARES
OR STOCK OR UNITS (#) |
| | |
GRANT DATE FAIR
VALUE OF STOCK AND OPTION AWARDS ($)(1) |
| |||||||||
| Frank N. D’Orazio | | | | | | — | | | | | | | — | | | | | | | — | | |
| Sarah C. Doran | | | | | | 2/17/2021 | | | | | | | 4,976 | | | | | | $ | 249,994 | | |
| Richard J. Schmitzer | | | | | | 2/17/2021 | | | | | | | 6,560 | | | | | | $ | 329,574 | | |
| Terence M. McCafferty | | | | | | 2/17/2021 | | | | | | | 7,688 | | | | | | $ | 386,245 | | |
| Daniel J. Heinlein | | | | | | 2/17/2021 | | | | | | | 3,382 | | | | | | $ | 169,912 | | |
| Robert P. Myron | | | | | | 2/17/2021 | | | | | | | 6,966(2) | | | | | | $ | 349,972 | | |
| | | | | | | | | | | |
OPTION AWARDS
|
| | |
STOCK AWARDS
|
| ||||||||||||||||||||||||||||||||||
|
NAME
|
| | |
GRANT DATE
|
| | |
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE |
| | |
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE |
| | |
OPTION
EXERCISE PRICE ($) |
| | |
OPTION
EXPIRATION DATE |
| | |
NUMBER OF
SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) |
| | |
MARKET VALUE
OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) |
| |||||||||||||||||||||
|
Frank N. D’Orazio
|
| | | |
|
11/2/2020(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
41,780
|
| | | | |
$
|
1,203,682
|
| |
|
Sarah C. Doran
|
| | | |
|
2/20/2019(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
3,566
|
| | | | |
$
|
102,736
|
| |
| |
|
2/19/2020(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
6,888
|
| | | | |
$
|
198,443
|
| | ||||
| |
|
10/28/2020(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
8,281
|
| | | | |
$
|
238,576
|
| | ||||
| |
|
2/17/2021(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
4,976
|
| | | | |
$
|
143,359
|
| | ||||
|
Richard J. Schmitzer
|
| | | |
|
2/16/2016(3)
|
| | | | |
|
43,427
|
| | | | |
|
—
|
| | | | |
$
|
32.07
|
| | | | |
|
2/15/2023
|
| | | | |
|
—
|
| | | | |
|
—
|
| |
| |
|
2/20/2019(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
4,174
|
| | | | |
$
|
120,253
|
| | ||||
| |
|
2/19/2020(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
8,304
|
| | | | |
$
|
239,238
|
| | ||||
| |
|
2/17/2021(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
6,560
|
| | | | |
$
|
188,994
|
| | ||||
|
Terence M. McCafferty
|
| | | |
|
2/20/2019(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
1,743
|
| | | | |
$
|
50,216
|
| |
| |
|
2/19/2020(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
5,740
|
| | | | |
$
|
165,369
|
| | ||||
| |
|
2/17/2021(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
7,688
|
| | | | |
$
|
221,491
|
| | ||||
|
Daniel J. Heinlein
|
| | | |
|
2/14/2017(3)
|
| | | | |
|
6,266
|
| | | | |
|
—
|
| | | | |
$
|
42.17
|
| | | | |
|
2/14/2024
|
| | | | |
|
—
|
| | | | |
|
—
|
| |
| |
|
2/20/2019(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
2,536
|
| | | | |
$
|
73,062
|
| | ||||
| |
|
2/19/2020(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
5,052
|
| | | | |
$
|
145,548
|
| | ||||
| |
|
2/17/2021(2)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
3,382
|
| | | | |
$
|
97,435
|
| | ||||
|
Robert P. Myron
|
| | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
—
|
| |
| | | | |
OPTION AWARDS
|
| | |
STOCK AWARDS
|
| ||||||||||||||||||||
|
NAME
|
| | |
NUMBER OF SHARES
ACQUIRED ON EXERCISE (#) |
| | |
VALUE REALIZED
ON EXERCISE ($) |
| | |
NUMBER OF SHARES
ACQUIRED ON VESTING (#) |
| | |
VALUE REALIZED
ON VESTING ($)(1) |
| ||||||||||||
| Frank N. D’Orazio | | | | | | — | | | | | | | — | | | | | | | 20,889 | | | | | | $ | 675,341 | | |
| Sarah C. Doran | | | | | | — | | | | | | | — | | | | | | | 11,149 | | | | | | $ | 478,122 | | |
| Richard J. Schmitzer | | | | | | — | | | | | | | — | | | | | | | 12,620 | | | | | | $ | 622,418 | | |
| Terence M. McCafferty | | | | | | — | | | | | | | — | | | | | | | 7,615 | | | | | | $ | 320,665 | | |
| Daniel J. Heinlein | | | | | | — | | | | | | | — | | | | | | | 6,433 | | | | | | $ | 317,276 | | |
| Robert P. Myron | | | | | | — | | | | | | | — | | | | | | | 35,911 | | | | | | $ | 1,766,882 | | |
|
Name
|
| | |
Manner to Calculate Separation Payment and Period for Payment
|
|
| Frank N. D’Orazio | | | | Amount per month equal to base salary in effect on the date of termination divided by 12, payable for 18 months. | |
| Sarah C. Doran | | | |
Amount per month equal to base salary in effect on the date of termination divided by 12, for:
1.
24 months in the event of termination by the Company without Cause, by Ms. Doran for Good Reason or as a result of a Non-Renewal Termination before a Change in Control or more than 12 months thereafter; or
2.
30 months in the event of termination by the Company without Cause, by Ms. Doran for Good Reason or as a result of a Non-Renewal Termination, in each case within 12 months after a Change in Control.
|
|
| Richard J. Schmitzer | | | |
Amount per month equal to base salary in effect on the date of termination divided by 12, for:
1.
18 months in the event of termination by the Company without Cause, or by Mr. Schmitzer for Good Reason before a Change in Control or more than 12 months thereafter;
2.
36 months in the event of termination by the Company without Cause or by Mr. Schmitzer for Good Reason within 12 months after a Change in Control;
3.
12 months in the event of a Non-Renewal Termination before a Change in Control or more than 12 months thereafter; or
4.
24 months in the event of a Non-Renewal Termination within 12 months after a Change in Control.
|
|
| Terence M. McCafferty | | | |
Amount per month equal to base salary in effect on date of termination divided by 12, for:
1.
18 months in the event of termination by the Company without Cause or by Mr. McCafferty for Good Reason before a Change in Control or more than 12 months thereafter;
2.
30 months in the event of termination by the Company without Cause or by Mr. McCafferty for Good Reason within 12 months after a Change in Control; or
3.
12 months in the event of a Non-Renewal Termination.
|
|
| Daniel J. Heinlein | | | |
Amount per month equal to base salary in effect on date of termination divided by 12, for:
1.
18 months in the event of termination by the Company without Cause or by Mr. Heinlein for Good Reason before a Change in Control or more than 12 months thereafter;
2.
24 months in the event of termination by the Company without Cause or by Mr. Heinlein for Good Reason within 12 months after a Change in Control; or
3.
12 months in the event of a Non-Renewal Termination.
|
|
|
Executive Benefits and
Payments Upon Termination |
| | |
Without Cause; for Good Reason
or Non-Renewal Termination (without Change in Control) |
| | |
Without Cause or for
Good Reason (with Change in Control) |
| | |
Non-Renewal
Termination (with Change in Control) |
| |||||||||
| Separation Payment | | | | | $ | 1,275,000 | | | | | | $ | 1,275,000 | | | | | | $ | 1,275,000 | | |
| Insurance | | | | | $ | 29,982 | | | | | | $ | 29,982 | | | | | | $ | 29,982 | | |
| Discretionary Cash Bonus | | | | | $ | 850,000 | | | | | | $ | 850,000 | | | | | | $ | 850,000 | | |
| RSUs (amount includes accrued dividends payable upon vesting) | | | | | | — | | | | | | $ | 1,266,352 | | | | | | | — | | |
|
Executive Benefits and
Payments Upon Termination |
| | |
Without Cause; for Good Reason
or Non-Renewal Termination (without Change in Control) |
| | |
Without Cause; or for
Good Reason (with Change in Control) |
| | |
Non-Renewal
Termination (with Change in Control) |
| |||||||||
| Separation Payment | | | | | $ | 1,030,000 | | | | | | $ | 1,287,500 | | | | | | $ | 1,287,500 | | |
| Insurance | | | | | $ | 16,518 | | | | | | $ | 16,518 | | | | | | $ | 16,518 | | |
| Discretionary Cash Bonus | | | | | | — | | | | | | | — | | | | | | | — | | |
| Relocation Expenses from North Carolina | | | | | $ | 100,000 | | | | | | $ | 100,000 | | | | | | $ | 100,000 | | |
| RSUs (amount includes accrued dividends payable upon vesting) | | | | | | — | | | | | | $ | 730,875 | | | | | | | — | | |
|
Executive
Benefits and Payments Upon Termination |
| | |
Without
Cause or for Good Reason (without Change in Control) |
| | |
Non-Renewal
Termination (without Change in Control) |
| | |
Without
Cause (with Change in Control) |
| | |
For Good
Reason (with Change in Control) |
| | |
Non-
Renewal Termination (with Change in Control) |
| | |
Change in
Control (without Accompanying Termination) |
| | |
Retirement
or Death |
| |||||||||||||||||||||
| Separation Payment | | | | | $ | 963,750 | | | | | | $ | 642,500 | | | | | | $ | 1,927,500 | | | | | | $ | 1,927,500 | | | | | | $ | 1,285,000 | | | | | | | — | | | | | | | — | | |
| Insurance | | | | | $ | 13,284 | | | | | | $ | 13,284 | | | | | | $ | 13,284 | | | | | | $ | 13,284 | | | | | | $ | 13,284 | | | | | | | — | | | | | | | — | | |
| Discretionary Cash Bonus | | | | | $ | 104,306 | | | | | | $ | 104,306 | | | | | | $ | 104,306 | | | | | | $ | 104,306 | | | | | | $ | 104,306 | | | | | | | — | | | | | | | — | | |
| RSUs (amount includes accrued dividends payable upon vesting) | | | | | | — | | | | | | | — | | | | | | $ | 591,313 | | | | | | $ | 591,313 | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Recognition Program | | | | | | — | | | | | | | — | | | | | | $ | 80,500 | | | | | | | — | | | | | | | — | | | | | | $ | 80,500 | | | | | | $ | 80,500 | | |
|
Executive Benefits and
Payments Upon Termination |
| | |
Without Cause or for
Good Reason (without Change in Control) |
| | |
Without Cause or for
Good Reason (with Change in Control) |
| | |
Non-Renewal
Termination (with or without Change in Control) |
| |||||||||
| Separation Payment | | | | | $ | 600,000 | | | | | | $ | 1,000,000 | | | | | | $ | 400,000 | | |
| Insurance | | | | | $ | 24,778 | | | | | | $ | 24,778 | | | | | | $ | 16,518 | | |
| Discretionary Cash Bonus | | | | | $ | 96,094 | | | | | | $ | 96,094 | | | | | | $ | 96,094 | | |
| RSUs (amount includes accrued dividends payable upon vesting) | | | | | | — | | | | | | $ | 466,353 | | | | | | | — | | |
|
Executive Benefits and
Payments Upon Termination |
| | |
Without Cause
or for Good Reason (without Change in Control) |
| | |
Without Cause or
for Good Reason (with Change in Control) |
| | |
Non-Renewal
Termination (with or without Change in Control) |
| | |
Death or
Disability, or Executive Initiated Non-Renewal Termination |
| ||||||||||||
| Separation Payment | | | | | $ | 525,000 | | | | | | $ | 700,000 | | | | | | $ | 350,000 | | | | | | | — | | |
| Insurance | | | | | $ | 18,352 | | | | | | $ | 18,352 | | | | | | $ | 18,352 | | | | | | | — | | |
| Discretionary Cash Bonus | | | | | $ | 56,650 | | | | | | $ | 56,650 | | | | | | $ | 56,650 | | | | | | | — | | |
| Relocation Expenses from Bermuda | | | | | $ | 25,000 | | | | | | $ | 25,000 | | | | | | $ | 25,000 | | | | | | $ | 25,000(1) | | |
|
RSUs (amount includes accrued
dividends payable upon vesting) |
| | | | | — | | | | | | $ | 341,359 | | | | | | | — | | | | | | | — | | |
|
Plan Category
|
| | |
Number of
Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) |
| | |
Weighted-
Average Exercise Price of Outstanding Options, Warrants and Rights (b)(1) |
| | |
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
| |||||||||
| Equity compensation plans approved by shareholders: | | | | | | | | | | | | | | | | | | | | | | |
|
2014 Non-Employee Director Incentive Plan, as amended
|
| | | | | 5,970(2) | | | | | | | — | | | | | | | 94,781 | | |
|
2014 Long-Term Incentive Plan, as amended
|
| | | | | 574,139(3) | | | | | | $ | 35.26 | | | | | | | 1,326,456(4) | | |
| Equity compensation plans not approved by shareholders: | | | | | | — | | | | | | | — | | | | | | | — | | |
| Total | | | | | | 580,109 | | | | | | $ | 35.26 | | | | | | | 1,421,237 | | |
|
Name of Beneficial Owner
|
| | |
Number of
Common Shares Beneficially Owned |
| | |
Percentage
of Common Shares Beneficially Owned |
| | |
Number of
Series A Preferred Shares Beneficially Owned |
| | |
Percentage of
Series A Preferred Shares Beneficially Owned |
| |||||||||
| 5% or more Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GPC Partners Investments (Thames) LP | | | | | | 5,640,158(1) | | | | | | | 13.1% | | | | | | | 150,000 | | | | |
100%
|
|
| BlackRock, Inc. | | | | | | 5,383,750(2) | | | | | | | 14.4% | | | | | | | | | | | | | |
| The Vanguard Group | | | | | | 2,440,606(3) | | | | | | | 6.5% | | | | | | | | | | | | | |
| T. Rowe Price Associates, Inc. | | | | | | 2,253,930(4) | | | | | | | 6.0% | | | | | | | | | | | | | |
| Champlain Investment Partners, LLC | | | | | | 1,954,785(5) | | | | | | | 5.2% | | | | | | | | | | | | | |
|
Directors, Nominees and Executive Officers:(6)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| J. Adam Abram | | | | | | 482,943 | | | | | | | 1.3% | | | | | | | | | | | | | |
| Frank N. D’Orazio | | | | | | 64,340 | | | | | | | * | | | | | | | | | | | | | |
| Thomas L. Brown | | | | | | 5,000 | | | | | | | * | | | | | | | | | | | | | |
| Janet R. Cowell | | | | | | 7,702 | | | | | | | * | | | | | | | | | | | | | |
| Kirstin M. Gould | | | | | | 4,150 | | | | | | | * | | | | | | | | | | | | | |
| Peter B. Migliorato | | | | | | — | | | | | | | * | | | | | | | | | | | | | |
| Michael T. Oakes | | | | | | 17,003 | | | | | | | * | | | | | | | | | | | | | |
| Patricia H. Roberts | | | | | | 8,448 | | | | | | | * | | | | | | | | | | | | | |
| Ollie L. Sherman, Jr. | | | | | | 10,797 | | | | | | | * | | | | | | | | | | | | | |
| Sundar S. Srinivasan | | | | | | 15,831 | | | | | | | * | | | | | | | | | | | | | |
|
Name of Beneficial Owner
|
| | |
Number of
Common Shares Beneficially Owned |
| | |
Percentage
of Common Shares Beneficially Owned |
| | |
Number of
Series A Preferred Shares Beneficially Owned |
| | |
Percentage of
Series A Preferred Shares Beneficially Owned |
| ||||||
| Sarah C. Doran | | | | | | 43,873(7) | | | | | | | * | | | | | | | | | | |
| Richard J. Schmitzer | | | | | | 238,045(8) | | | | | | | * | | | | | | | | | | |
| Terence M. McCafferty | | | | | | 15,521 | | | | | | | * | | | | | | | | | | |
| Daniel J. Heinlein | | | | | | 23,331(9) | | | | | | | * | | | | | | | | | | |
| Robert P. Myron | | | | | | 219,662(10) | | | | | | | * | | | | | | | | | | |
| All directors, nominees and executive officers as a group (16 persons) |
| | | | | 938,590(11) | | | | | | | 2.5% | | | | | | | | | | |
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS.
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITOR TO SERVE UNTIL THE 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS, AND TO AUTHORIZE OUR BOARD OF DIRECTORS, ACTING BY THE AUDIT COMMITTEE, TO DETERMINE THE INDEPENDENT AUDITOR’S REMUNERATION.
|
|
| | | | |
2021
|
| | |
2020
|
| ||||||
| Audit Fees | | | | | $ | 2,020,095 | | | | | | $ | 2,024,461 | | |
| Audit-Related Fees | | | | | | — | | | | | | | — | | |
| Tax Fees | | | | | $ | 297,440 | | | | | | $ | 239,500 | | |
| All Other Fees | | | | | $ | 4,165 | | | | | | $ | 3,405 | | |
| Total Fees | | | | | $ | 2,321,700 | | | | | | $ | 2,267,366 | | |
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL ON A NON-BINDING, ADVISORY BASIS, OF THE 2021 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE PROPOSAL FOR MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS.
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE AMENDMENT TO THE BYE-LAWS TO PROVIDE A RANGE IN THE SIZE OF THE BOARD OF DIRECTORS OF 5 TO 15 DIRECTORS, WITH THE EXACT NUMBER TO BE DETERMINED BY THE BOARD OF DIRECTORS FROM TIME TO TIME.
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE PROPOSAL TO REMOVE SUPERMAJORITY VOTING REQUIREMENTS FOR THE AMENDMENT OF CERTAIN PROVISIONS OF THE BYE-LAWS AND THE MEMORANDUM OF ASSOCIATION.
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE PROPOSAL TO AMEND THE BYE-LAWS TO REQUIRE APPROVAL OF THE MAJORITY OF THE VOTING POWER ATTACHED TO ALL ISSUED AND OUTSTANDING SHARES FOR SHAREHOLDER APPROVAL OF MERGERS AND AMALGAMATIONS.
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE PROPOSAL TO REMOVE THE VOTING CUTBACK REQUIREMENT AND PASS-THROUGH VOTING WITH RESPECT TO OUR SUBSIDIARIES.
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE REMOVAL OF PROVISIONS PERTAINING TO OUR FORMER LARGEST SHAREHOLDERS.
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE GENERAL AMENDMENTS TO BE MADE TO THE BYE-LAWS.
|
|
| | | | |
Available for
Future Awards |
| | |
Additional Shares
Requested in this Proposal |
| | |
Total Available for
Future Awards if this Proposal is Approved |
| |||||||||
| 2014 LTIP(1) | | | | | | 814,511(1) | | | | | | | 811,500 | | | | | | | 1,626,011 | | |
| James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan(2) | | | | | | 77,708 | | | | | | | — | | | | | | | 77,708 | | |
| Amended and Restated James River Group Holdings, Ltd. Equity Incentive Plan(3) |
| | | | | — | | | | | | | — | | | | | | | — | | |
| Total | | | | | | 892,219 | | | | | | | 811,500 | | | | | | | 1,703,719 | | |
| | | | |
2014 LTIP
|
| | |
2014
Non-Employee Director Incentive Plan |
| | |
Amended
and Restated Equity Incentive Plan |
| | |
Total
|
| |||||||||
| Shares underlying outstanding share options(1) | | | | | | 287,974 | | | | |
—
|
| | | | | — | | | | | | | 287,974 | | |
| Shares underlying outstanding restricted share units(2) | | | | | | 691,727 | | | | |
17,073
|
| | | | | — | | | | | | | 708,800 | | |
| Total shares underlying outstanding awards | | | | | | 979,701 | | | | |
17,073
|
| | | | | — | | | | | | | 996,774 | | |
| Total shares underlying outstanding awards as a percentage of shares outstanding |
| | | | | 2.6% | | | | |
Less than 0.1%
|
| | | | | — | | | | | | | 2.7% | | |
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE JAMES RIVER GROUP HOLDINGS, LTD. 2014 LONG-TERM INCENTIVE PLAN.
|
|
|
PROPOSAL
|
| | |
BOARD
RECOMMENDATION |
|
|
Proposal 1
To vote on a proposal to elect (i) two Class II directors for a one-year term to hold office until the 2023 annual general meeting of shareholders (assuming Proposal 2 is approved, and if not, to hold office until the 2025 annual general meeting of shareholders), (ii) one Class I director for a two-year term to hold office until the 2024 annual general meeting of shareholders, and (iii) one Class III director for a one-year term to hold office until the 2023 annual general meeting of shareholders
|
| | |
FOR all nominees
|
|
|
Proposal 2
To vote on a proposal to amend the Third Amended and Restated Bye-laws of the Company (the “Bye-laws”) to declassify the Board of Directors
|
| | |
FOR
|
|
|
Proposal 3
Re-appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditor to serve until the 2023 annual general meeting of shareholders and authorization of our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration
|
| | |
FOR
|
|
|
Proposal 4
A non-binding, advisory vote to approve the 2021 compensation of our named executive officers
|
| | |
FOR
|
|
|
Proposal 5
To vote on a proposal to amend the Bye-laws to implement majority voting in uncontested director elections
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FOR
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Proposal 6
To vote on a proposal to amend the Bye-laws to provide a range in the size of the Board of Directors of 5 to 15 directors, with the exact number to be determined by the Board of Directors from time to time
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FOR
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Proposal 7
To vote on a proposal to amend the Bye-laws to remove supermajority voting requirements for the amendment of certain provisions of the Bye-laws and the Memorandum of Association
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FOR
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Proposal 8
To vote on a proposal to amend the Bye-laws to provide that shareholder approval of mergers and amalgamations shall require approval of a majority of the voting power attached to all issued and outstanding shares entitled to vote at a general or special meeting at which a quorum is present
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FOR
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Proposal 9
To vote on a proposal to amend the Bye-laws to remove the voting cutback and pass-through voting with respect to our subsidiaries
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FOR
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PROPOSAL
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BOARD
RECOMMENDATION |
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Proposal 10
To vote on a proposal to amend the Bye-laws to remove provisions pertaining to our former largest shareholders
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FOR
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Proposal 11
To vote on a proposal to amend the Bye-laws for general updates
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FOR
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Proposal 12
To vote on a proposal to amend the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan
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FOR
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| 9.5% Excluded Person | | | any Person who would, as of the date these Bye-Laws become effective, be a 9.5% Shareholder pursuant to the definition of 9.5% Shareholder, including, for the avoidance of doubt, each D. E. Shaw Affiliate and each Goldman Sachs Affiliate; | |
| 9.5% Shareholder | | | a U.S. Person that (a) owns (within the meaning of Section 958(a) of the Code) any shares and (b) owns, is deemed to own, or constructively owns Controlled Shares which confer votes in excess of 9.5% of the votes conferred by all of the issued and outstanding shares (in each case as determined pursuant to Section 958(b) of the Code), other than a 9.5% Excluded Person; | |
| Act | | | the Companies Act 1981, as amended from time to time; | |
| Affiliate | | | with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with such Person; | |
| Auditor | | | the independent registered public accounting firm of the Company; | |
| Board | | | the board of Directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the Directors present at a meeting of Directors at which there is a quorum; | |
| Business Combination Transaction | | | any sale of all or substantially all of the assets of the Company or any of its Subsidiaries, or the merger, consolidation, amalgamation, recapitalization, or reorganization of, or plan or scheme of arrangement with respect to, the Company or any of its Subsidiaries, or any other similar transaction; in each case in one or a series of related transactions; | |
| Code | | | the Internal Revenue Code of 1986, as amended, of the United States of America; | |
| Company | | | James River Group Holdings, Ltd., the company for which these Bye-laws are approved and confirmed; | |
| Control | | | the power to direct the affairs of a person by reason of ownership of voting securities, by contract or otherwise; | |
| Controlled Group | | | with respect to any person, all shares directly owned by such person and all shares directly owned by each other Member any of whose shares are included in the Controlled Shares of such person; | |
| Controlled Shares | | | in reference to any person, all shares that such person is deemed to own directly, indirectly (within the meaning of Section 958(a) of the Code) or, in the case of any U.S. Person, constructively (within the meaning of Section 958(b) of the Code); | |
| D. E. Shaw Affiliates | | | D. E. Shaw CH-SP Franklin, L.L.C., a Delaware limited liability company, D. E. Shaw CF-SP Franklin, L.L.C., a Delaware limited liability company, and D. E. Shaw Oculus Portfolios, L.L.C., a Delaware limited liability company, together with any Affiliate of the foregoing, including, without limitation, D. E. Shaw & Co., L.P., D. E. | |
| | | | Shaw & Co., L.L.C., and David E. Shaw, any investment fund affiliated with or advised by any of the foregoing, and any subsidiary of any of the foregoing, as applicable; provided that D. E. Shaw & Co., L.L.C., and any of its successors, transferees, assignees and designees, may act on behalf of the D. E. Shaw Affiliates in respect of any consent or other right in favor of the D. E. Shaw Affiliates that is provided for under these Bye-laws; | |
| D. E. Shaw Director | | | a Director appointed by the D. E. Shaw Affiliates pursuant to Bye-law 39.3; | |
| Director | | | a director of the Company; | |
| Excluded Director | | | shall mean a Director designated as an Excluded Director in accordance with Bye-law 39.4, provided that a D. E Shaw Director may not be an Excluded Director; | |
| Excluded Director Number | | | at any given time, such number of Directors representing (i) if the Board is comprised of an even number of Directors, 50% of the Directors and (ii) if the Board is comprised of an odd number of Directors, the minimum number of Directors required for a majority of the Board; | |
| Fair Market Value | | | with respect to a repurchase of any shares of the Company in accordance with these Bye-laws, (i) if such shares are listed on a securities exchange (or quoted in a securities quotation system), the average closing sale price of such shares on such exchange (or in such quotation system), or, if such shares are listed on (or quoted in) more than one exchange (or quotation system), the average closing sale price of the shares on the principal securities exchange (or quotation system) on which such shares are then traded, or, if such shares are not then listed on a securities exchange (or quotation system) but are traded in the over-the-counter market, the average of the latest bid and asked quotations for such shares in such market, in each case for the last five trading days immediately preceding the day on which notice of the repurchase of such shares is sent pursuant to these Bye-laws or (ii) if no such closing sales prices or quotations are available because such shares are not publicly traded or otherwise, the fair value of such shares as determined by one independent nationally recognised investment banking firm chosen by the Board and reasonably satisfactory to the Member whose shares are to be so repurchased by the Company; provided that the calculation of the Fair Market Value of the shares made by such appointed investment banking firm (i) shall not include any discount relating to the absence of a public trading market for, or any transfer restrictions on, such shares, and (ii) such calculation shall be final and the fees and expenses stemming from such calculation shall be borne by the Company or its assignee, as the case may be; | |
| Goldman Sachs Affiliates | | | The Goldman Sachs Group, Inc., a Delaware corporation, and Goldman Sachs JRVR Investors Offshore, L.P., a Cayman Islands exempted limited partnership. | |
| Member | | | a person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint | |
| | | | holders or all of such persons, as the context so requires; | |
| Notice | | | written notice as further provided in these Bye-laws unless otherwise specifically stated; | |
| Officer | | | any person appointed by the Board to hold an office in the Company; | |
| Person | | | any individual, corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, governmental authority or other entity of any kind; | |
| Register of Directors and Officers | | | the register of Directors and Officers referred to in these Bye-laws; | |
| Register of Members | | | the register of members referred to in these Bye-laws; | |
| Regulatory Authority | | | any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization; | |
| Resident Representative | | |
any person appointed to act as resident representative and includes any deputy or assistant resident representative;
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| Secretary | | | the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary; | |
| Shares | | | Common Shares and Preferred Shares (as applicable); | |
| Subsidiary | | | with respect to any Person, means a company, more than fifty percent (50%) (or, in the case of a wholly owned subsidiary, one hundred percent (100%)) of the outstanding voting shares of which are owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or any such Person and one or more other Subsidiaries; | |
| Trading Day | | | any day on which the New York Stock Exchange or NASDAQ (or such other principal stock exchange or automated quotation system on which the shares of the Company are then traded) is open for trading in securities listed thereon; | |
| Treasury Share | | | a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled; | |
| United States | | | the United States of America and its dependent territories or any part thereof; and | |
| U.S. Person | | | a “United States person” as defined in Section 957(c) of the Code; and . | |
| Signed by: | | | In the presence of: | |
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| Transferor | | | Witness | |
| Signed by: | | | In the presence of: | |
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| Transferee | | | Witness | |
| Signed by: | | | In the presence of: | |
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| Transferor | | | Witness | |
| Signed by: | | | In the presence of: | |
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| Transferee | | | Witness | |