Business Context and Reporting Period
This Form 8-K Current Report was filed by Greenlight Capital Re, Ltd. on February 22, 2022. The filing discloses the execution of an Amended and Restated Employment Agreement with Simon Burton, effective January 1, 2022. Mr. Burton continues to serve as the Chief Executive Officer.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation terms.
Material Changes
The primary material change is the amendment of Mr. Burton's employment agreement, which updates his compensation structure effective January 1, 2022. Key terms include:
- Base Salary: $800,000 annually (pro-rated for partial years).
- Annual Bonus: Target opportunity of 100% of base salary based on performance metrics.
- Equity Awards: Commencing in 2022, target grant date fair value equal to 200% of base salary.
- Residency Reimbursement: Up to 115,000 KYD for legal and application fees for Cayman permanent residency, subject to repayment if employment is terminated without Good Reason or for Cause on or before December 31, 2025.
Guidance, Outlook, and Risks
The filing outlines specific severance and equity treatment contingencies based on the reason for termination:
- Termination without Cause or for Good Reason: Entitles Mr. Burton to accrued obligations, a pro-rated bonus, and severance payments equal to 1.5 times the sum of base salary and target bonus (payable over 18 months). In the event of a Change of Control (or within 18 months thereafter), severance increases to 2 times the sum (payable over 24 months). Unvested time-based equity awards fully vest.
- Termination for Cause or without Good Reason: Mr. Burton is entitled only to accrued obligations. All unvested equity awards are cancelled and forfeited.
- Death or Disability: Entitles the estate or beneficiary to accrued obligations, pro-rated bonus, and equity award treatment similar to termination without Cause.
The agreement includes customary restrictive covenants regarding non-competition, non-solicitation, and confidentiality.
Investor Verification Checklist
- Verify the full text of the Amended and Restated Employment Agreement filed as Exhibit 10.1.
- Confirm the definitions of "Good Reason," "Cause," and "Change of Control" within the agreement to understand severance triggers.
- Review the company's short-term incentive plan to understand the specific performance metrics for the annual bonus.
- Monitor future filings for the actual grant of equity awards referenced in the 2022 agreement.