Sector: Financials
GREENLIGHT CAPITAL LTD CLASS A · Meeting: July 28, 2026
Directors FOR
10
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Directors of the Company
Against Analysis
The proxy discloses that Foley attended only 50% of applicable board and committee meetings in 2025, well below the 75% threshold required by policy; although the reason given is health, the policy applies the attendance trigger regardless, and shareholders should have confidence that directors are actively engaged.
For Analysis
Richardson joined the board in 2024, placing him within the 24-month exemption window, so the TSR trigger does not apply; he has deep reinsurance industry expertise appropriate for his CEO role.
GLRE's 3-year return of +84.3% outperforms the peer group median by +51.3pp, which does not meet the 65pp threshold required to trigger a vote against under the strong-positive TSR tier; no overboarding, attendance, or independence concerns are present.
Ferrari is independent, chairs the audit committee with appropriate financial expertise as a former KPMG audit partner, joined in 2021, and GLRE's strong TSR outperformance means the TSR trigger does not apply.
Goldberg has extensive reinsurance industry experience including prior service as GLRE's CEO; GLRE's strong TSR outperformance means the TSR trigger does not apply, and no other adverse flags are present.
Guest is an independent director with relevant legal and governance expertise in the reinsurance industry; GLRE's strong TSR outperformance means the TSR trigger does not apply, and attendance and independence are in good standing.
Isaacs is an independent director with investment and securities expertise relevant to GLRE's alternative investment strategy; GLRE's strong TSR outperformance means the TSR trigger does not apply, and no adverse flags are present.
Murphy brings extensive international insurance industry experience; GLRE's strong TSR outperformance means the TSR trigger does not apply, and no overboarding, attendance, or independence concerns are present.
Platt is an experienced independent Lead Director with insurance industry and governance expertise; GLRE's strong TSR outperformance means the TSR trigger does not apply, and no adverse flags are present.
Roitman joined in 2023, placing most of his tenure within the 24-month exemption window; he brings investment and operating experience from Greenlight Capital, and GLRE's strong TSR performance does not raise concerns.
Warszawski is a new nominee with investment and entrepreneurial experience; as a first-time nominee he is exempt from the TSR trigger, and his qualifications appear relevant to GLRE's investment-oriented strategy.
Ten of eleven director nominees receive a FOR vote. Ursuline Foley receives an AGAINST vote solely due to her disclosed attendance of only 50% of applicable board and committee meetings in 2025, below the 75% policy threshold. All other nominees pass the TSR test — GLRE's 3-year total return of +84.3% outperforms the compensation peer group median by +51.3pp, which does not exceed the 65pp threshold required under the strong-positive TSR tier to trigger an against vote. No overboarding, independence, or qualification concerns were identified for the remaining nominees.
CEO
Greg Richardson
Total Comp
$3,314,610
Prior Support
95%+%
The CEO's total reported compensation of approximately $3.3 million is reasonable for the head of a ~$646 million market cap specialty reinsurer and does not appear to exceed benchmark levels for this title and market cap tier. The pay structure is well-designed: roughly two-thirds of equity awards are performance-based stock units tied to measurable three-year metrics (book value per share growth and combined ratio), and the cash bonus program paid out based on an adjusted operating profit metric that the company actually hit at 184% of target — reflecting genuine outperformance rather than automatic payouts. GLRE's stock has returned +84.3% over three years, outperforming the compensation peer group median by +51.3 percentage points, and the company received over 95% shareholder support on last year's say-on-pay vote, indicating a strong track record of alignment between pay and performance.
Auditor
Deloitte Ltd.
Tenure
4 yrs
Audit Fees
$956,626
Non-Audit Fees
$0
Deloitte has served as GLRE's auditor for approximately four years (2022–2025), well below the 25-year tenure threshold that would raise independence concerns. The company incurred zero non-audit fees in 2025, meaning the non-audit fee ratio is 0%, far below the 50% threshold that would trigger a concern. Deloitte is a Big 4 firm appropriate for a company of GLRE's size and complexity.
The 2026 GLRE annual meeting ballot contains three proposals: director elections, auditor ratification, and an advisory say-on-pay vote. The ballot is largely straightforward — the company has delivered strong stock performance, a well-structured pay program, and clean audit fees — with the only exception being a vote against director Ursuline Foley due to her disclosed 50% meeting attendance in 2025, which falls well below the 75% policy threshold.
14 companies disclosed in 2026 proxy filing
