GREENLIGHT CAPITAL RE, LTD. Item 2.02 Results of Operations and Financial Condition
On
In accordance with general instruction B.2 to Form 8-K, the information set
forth in this Item 2.02 (including Exhibit 99.1) shall be deemed "furnished" and
not "filed" with the
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Annual Bonus Program
To help address concerns expressed by investors regarding executive
compensation,
On
Eligible employees, which includes all full-time salaried employees of the Registrant and its subsidiaries, who become participants in the New Annual Bonus Program for a specific plan year will be eligible to receive a target bonus opportunity expressed as a percentage of base salary. Actual participation in the New Annual Bonus Program will be determined with respect to each plan year and will be based on the recommendations of the Registrant's Chief Executive Officer (the "CEO") and will be subject to the discretion of the Compensation Committee. Target bonus opportunities will vary by individual participant and may vary among employees in the same salary grade level or same internal reporting relationship.
Awards under the New Annual Bonus Program may be earned based upon achievement
of certain performance metrics, financial or otherwise, as determined by the
Compensation Committee. The aggregate target bonus opportunity may be broken
down into two parts: (1) the company performance target bonus and/or (2) the
individual performance target bonus. Bonuses under the New Annual Bonus Program
in respect of 2021 will be determined based on one or both of the following
metrics: (i) 2021 adjusted operating profit (as a percentage of book value as of
The Compensation Committee will select one or more of the following as the company performance criteria related to the company performance target bonus for each plan year: (1) adjusted operating profit; (2) growth in book value per share; (3) total shareholder return; (4) underwriting loss ratio; (5) underwriting combined ratio; (6) expense ratio; (7) net income; or (8) any other performance criteria that the Compensation Committee may select in its discretion. Each selected company performance criteria will be assigned a threshold, target and maximum level of achievement as determined by the Compensation Committee in is sole discretion. The company performance criteria and requisite level of performance corresponding to threshold and maximum levels of performance (including the corresponding percentage of the company performance target bonus that can be earned) may be changed from plan year to plan year, but in no event may the maximum level of performance result in a payment in excess of 200% of the company performance target bonus.
Under the New Annual Bonus Program, participants will be eligible to receive a bonus related to the company performance criteria, to the extent applicable, if the Registrant achieves at least the threshold level of performance for the applicable performance period. If the threshold level of performance related to the 2021 adjusted operating profit metric is not attained, no portion of the award allocated to that metric will be earned. If the threshold level of performance related to the 2021 adjusted operating profit metric is attained, to the extent applicable, participants are eligible to receive 50% of the target award related to that metric. If the target level of performance related to the 2021 adjusted operating profit metric is attained, participants are
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eligible to receive 100% of the target award related to that metric. If the maximum level of performance related to the 2021 adjusted operating profit metric is attained, participants are eligible to receive 200% of the target award related to that metric. Linear interpolation is used to calibrate payouts between the threshold, target and maximum levels. The individual performance metric ranges from 0% of the target award related to that metric to 100% of the target award related to that metric. The Compensation Committee or the CEO, as applicable, will determine in its or his sole discretion the percentage of the individual performance target bonus, if any, that a participant will be eligible to earn in the event of less than 100% attainment of the individual performance criteria.
Performance and bonus achievement are measured following the end of the single
year performance period and bonuses are generally paid in cash following the
Registrant Board's approval of audited fiscal year results and the determination
by the CEO or the Compensation Committee, as applicable, of individual
performance levels, but in no event later than
All payments under the New Annual Bonus Program may (or, to the extent required by law or listing standards of any securities exchange on which the Registrant's securities are listed, will) be subject to recoupment, cancellation, reduction or forfeiture (1) in accordance with any clawback or similar policy adopted by the Registrant Board or the Compensation Committee, (2) in accordance with any clawback or similar policy that the Registrant is required to adopt pursuant to any applicable listing standards or applicable law or (3) in the event of fraud or any financial restatements or irregularities.
Appointment of Directors
On
Item 8.01 Other Events
As a result of a review of the Registrant's corporate governance practices
following the Registrant's most recent say-on-pay vote and based on input from
Mercer in connection with its review of the Registrant's compensation and
corporate governance practices, on
The Policy includes the following minimum share ownership requirements for the Registrant's named executive officers and non-employee directors:
Chief Executive Officer - A multiple of 5 times annual base salary
All Other Named Executive Officers - A multiple of 2 times annual base salary
Non-Employee Directors - A multiple of 5 times annual cash retainer
For purposes of the Policy, ownership will include: the Registrant's class A or class B ordinary shares owned through a wholly-owned entity, individually and/or by immediate family members residing in the same household, in each case, that are not hedged, pledged or otherwise encumbered, and restricted shares/share units not yet vested that vest based solely on time/service. Ownership does not include unexercised stock options (whether vested or unvested), unexercised share appreciation rights (whether vested or unvested), performance shares/share units, and/or any equity-based awards that may be settled in cash.
The value of the Registrant's class A or class B ordinary shares owned by each
named executive officer and non-employee director will be calculated on an
annual basis on each
Current named executive officers and non-employee directors have up to five years from the initial effective date of the Policy to achieve the foregoing share ownership requirements. Future named executive officers and non-employee directors will have up to five years from the date of hire/election/appointment, as applicable, to achieve the foregoing share ownership requirements. If any named executive officer is not in compliance with the Policy within the applicable five year period, then 50% of any short-term incentive plan award for a given year will be paid in class A ordinary shares until such time as compliance is achieved. If any non-employee director is not in compliance with the Policy within the applicable five year period, then the annual cash retainer will be paid in class A ordinary shares until such time as compliance is achieved.
The foregoing description of the Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Policy, a copy of which is filed as Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Earnings press release, "GREENLIGHT RE ANNOUNCES SECOND QUARTER 2021 FINANCIAL
RESULTS", dated August 3, 2021 , issued by the Registrant
99.2 Form of Deed of Indemnity between the Registrant and each of its officers and
directors (incorporated by reference to Exhibit 10.11 of the Registrant's Registration
Statement No. 333-139993)
99.3 Press release,"GREENLIGHT CAPITAL RE, LTD. ANNOUNCES NEW DIRECTOR APPOINTMENTS" ,
dated August 3, 2021 , issued by the Registrant
99.4 Greenlight Capital Re, Ltd. Share Ownership and Retention Policy for Executives and
Non-Employee Directors
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