Greenlight Capital Re (GLRE) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 29, 2025, to elect ten directors, ratify Deloitte Ltd. as auditors, and hold a non-binding advisory vote on executive compensation.

• 2024 financial highlights: net income of $42.8M, gross written premium up 9.7% to $698.3M, and 7.2% growth in diluted book value per share.

• Strategic priorities include efficient capital allocation, underwriting excellence, and managed growth of the Innovations unit.

• AM Best revised outlook to positive in October 2024, affirming A- (Excellent) rating.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors, ratifying Deloitte Ltd. as auditors, and approving executive compensation.

• Each ordinary share has one vote, with a 9.9% ownership cap except for a board-approved exception.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by January 12, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board consists of ten directors, seven of whom are independent; two are female, one is Hispanic.

• Five directors joined since 2021, reflecting board refreshment.

• Board leadership is separated among Chair, CEO, and Lead Director.

• Committees: Audit, Compensation, Nominating/Governance/Corporate Responsibility, and Underwriting, all with written charters.

• Annual board self-assessment and peer review process in place.

• No poison pill; one class of ordinary shares.