Business Context and Reporting Period
This Form 8-K filing by Greenlight Capital Re, Ltd. was submitted on August 15, 2017. The report discloses the appointment of a new executive officer and the terms of the associated employment agreement. The company is incorporated in the Cayman Islands.
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 and employment terms.
Material Changes
The primary material change is the appointment of Michael Belfatti as the new Chief Operating Officer (COO), effective September 1, 2017, subject to regulatory approval. This is a newly created position.
Compensation, Outlook, and Risks
The filing details the compensatory arrangements for Mr. Belfatti, which include:
- Base Salary: Not less than $525,000 annually.
- Sign-on Payment: $250,000 to be paid within 30 days of the effective date.
- Equity Grant: Class A Ordinary Shares with an issuance value of $250,000, fully vested upon issuance.
- Annual Bonus: Target of 100% of base salary, subject to performance metrics.
- Long-Term Incentive Plan (LTIP): Target of $550,000 in restricted shares annually, vesting over three years.
- Severance: In the event of termination without "Cause" or resignation for "Good Reason," the company is obligated to pay accrued obligations, a pro-rated bonus, and severance equal to 1.5 times the sum of base salary and target bonus, paid over 18 months.
Risks and Contingencies: The appointment is contingent upon obtaining a work permit and regulatory approval in the Cayman Islands. The agreement includes standard restrictive covenants, including a six-month non-competition clause and twelve-month non-solicitation clauses for employees and clients.
Investor Verification Checklist
- Verify the regulatory approval status for Mr. Belfatti's work permit in the Cayman Islands.
- Review the attached Employment Agreement (Exhibit 10.1) for specific definitions of "Cause" and "Good Reason."
- Assess the impact of the new COO's compensation package on the company's future operating expenses.
- Confirm the vesting schedule and terms of the LTIP awards under the 2004 Stock Incentive Plan.