| ☐ | Fee paid previously with preliminary materials. |
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Strathvale House, 2Suite 201, 42 Edward Street
nd Floor
Grand Cayman, KY1-9006
Cayman Islands
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 12, 2016
Notice is hereby given that the Annual General Meeting of Shareholders (the “Meeting”) of Oxbridge Re Holdings Limited (the “Company”) will be held at the Company’s office, Strathvale House, 2nd Floor, 90 North ChurchSuite 201, 42 Edward Street, George Town, Cayman Islands on Thursday, May 12, 2016,Friday, June 14, 2024, at 3:30 p.m.9:00 a.m. (local time), for the following purposes:
| 1. | To consider and vote upon a proposal to elect five directors to serve on the Board of Directors of the Company until the Annual General Meeting of Shareholders of the Company in 2025; |
| 2. | To consider and vote upon a proposal to ratify the appointment of Hacker, Johnson & Smith, P.A., as the independent auditors of the Company for the fiscal year ending December 31, 2024; and |
| 3. | To transact such other business that may properly come before the meeting or any adjournments or postponements thereof. |
Information concerning the matters to be acted upon at the Meeting is set forth in the accompanying Proxy Statement.
Only shareholders of record, as shown by the transfer books of the Company, at the close of business on April 4, 2016,15, 2024, will be entitled to notice of, and to vote at, the Meeting or any adjournments or postponements thereof. Whether or not you plan to attend the Meeting, we hope you will vote as soon as possible. Voting your proxy will ensure your representation at the Meeting. We urge you to carefully review the proxy materials and to vote FOR the election of each director nominee named in Proposal 1 and FOR Proposal 2.
| By Order of the Board of Directors, | |
| Jay Madhu | |
| Chief Executive Officer | |
| April | |
| Grand Cayman, Cayman Islands |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON MAY 12, 2016:
To access our Proxy Statement and our Annual Report to Shareholders,
please visit www.oxbridgere.com/2016AGM
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
| VOTING SECURITIES AND VOTE REQUIRED | 2 |
| SOLICITATION AND REVOCATION | 3 |
| PROPOSAL ONE - ELECTION OF DIRECTORS OF THE COMPANY | 4 |
| PROPOSAL TWO - RATIFICATION OF THE COMPANY’S AUDITORS | |
| CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | |
| EXECUTIVE COMPENSATION | |
| AUDIT COMMITTEE REPORT | |
| INDEPENDENT PUBLIC ACCOUNTANT FEES AND SERVICES | |
| PRINCIPAL SHAREHOLDERS | |
| DELINQUENT SECTION 16(A) | 25 |
| CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS | 25 |
| OTHER MATTERS | 26 |
| ADDITIONAL INFORMATION | 27 |
OXBRIDGE RE HOLDINGS LIMITED
Strathvale House, 2Suite 201
nd42 Edward Street Floor
P.O. Box 469
Grand Cayman, KY1-9006
Cayman Islands
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 12, 2016
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Oxbridge Re Holdings Limited (the “Company”) of proxies for use at the Annual General Meeting of Shareholders of the Company (the “Meeting”) to be held at the Company’s office, Strathvale House, 2nd Floor, 90 North ChurchSuite 201, 42 Edward Street, George Town, Cayman Islands on Thursday, May 12, 2016Friday June 14, 2024 at 3:30 p.m.9:00 a.m. (local time), and at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders. The Company’s Annual Report to Shareholders is included with this Proxy Statement for informational purposes and not as a means of soliciting your proxy.
This Proxy Statement and the accompanying proxy card and Notice of Annual General Meeting of Shareholders are expected to be provided to shareholders on or about April 14, 2016.
Matters to be Voted Upon at the Meeting
You are being asked to consider and vote upon the following proposals:
| 1. | To elect five directors to serve on the Board of Directors of the Company (our “Board”) until the Annual General Meeting of Shareholders of the Company in 2025 (“Proposal One”); and |
| 2. | To ratify the appointment of Hacker, Johnson & Smith, P.A., as the independent auditors of the Company for the fiscal year ending December 31, 2024 (“Proposal Two”). |
Voting Procedures
As a shareholder of the Company, you have a right to vote on certain matters affecting the Company. The proposals that will be presented at the Meeting and upon which you are being asked to vote are discussed above. Each ordinary share of the Company you owned as of the record date, April 4, 2016,15, 2024, entitles you to one vote on each proposal presented at the Meeting, subject to certain provisions of our Third Amended and Restated Memorandum and Articles of Association (our “Articles”), as described below under “Voting Securities and Vote Required.”
Methods of Voting
You may vote by mail, by telephone, over the Internet or in person at the Meeting.
Voting by Mail. You may vote by signing the proxy card and returning it in the prepaid and addressed envelope enclosed with the proxy materials. If you vote by mail, we encourage you to sign and return the proxy card even if you plan to attend the Meeting so that your shares will be voted if you are unable to attend the Meeting.
Voting by Telephone. To vote by telephone, please follow the instructions included on your proxy card. If you vote by telephone, you do not need to complete and mail a proxy card. Telephone voting is available through 11:59 p.m. (local time) on May 11, 2016,June 13, 2024, the day prior to the Meeting day.
| 1 |
Voting over the Internet. To vote over the Internet, please follow the instructions included on your proxy card. If you vote over the Internet, you do not need to complete and mail a proxy card. Internet voting is available through 11:59 p.m. (local time) on May 11, 2016,June 13, 2024, the day prior to the Meeting day.
Voting in Person at the Meeting. If you attend the Meeting and plan to vote in person, we will provide you with a ballot at the Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Meeting. If your shares are held in the name of your broker or other nominee, you are considered the beneficial owner of shares held in street name. As a beneficial owner, if you wish to vote at the Meeting, you will need to bring to the Meeting a legal proxy from your broker or other nominee authorizing you to vote those shares.
As of April 4, 2016,15, 2024, the record date for the determination of persons entitled to receive notice of, and to vote at, the Meeting (the “Record Date”), 6,060,0006,006,661 ordinary shares were issued and outstanding. The ordinary shares are our only class of equity securities outstanding and entitled to vote at the Meeting.
Subject to the provisions of the Articles, each ordinary share is entitled to one vote per share. However, under the Articles, the Board of Directors of the Company (our “Board”) shall reduce the voting power of any holder that holds 9.9% or more of the total issued and outstanding ordinary shares (such person, a “9.9% Shareholder”) to the extent necessary such that the holder ceases to be a 9.9% Shareholder. In connection with this reduction, the voting power of the other shareholders of the Company may be adjusted pursuant to the terms of the Articles. Accordingly, certain holders of ordinary shares may be entitled to more than one vote per share subject to the 9.9% restriction in the event that our Board is required to make an adjustment on the voting power of any 9.9% Shareholder.
Voting Reduction
The applicability of the voting power reduction provisions to any particular shareholder depends on facts and circumstances that may be known only to the shareholder or related persons. Accordingly, we request that any holder of ordinary shares with reason to believe that it is a 9.9% Shareholder contact us promptly so that we may determine whether the voting power of such holder’s ordinary shares should be reduced. By submitting a proxy, a holder of ordinary shares will be deemed to have confirmed that, to its knowledge, it is not, and is not acting on behalf of, a 9.9% Shareholder.
The directors of the Company are empowered to require any shareholder to provide information as to that shareholder’s beneficial ownership of ordinary shares, the names of persons having beneficial ownership of the shareholder’s ordinary shares, relationships with other shareholders or any other facts the directors may consider relevant to the determination of the number of ordinary shares attributable to any person. The directors may disregard the votes attached to ordinary shares of any holder who fails to respond to such a request or who, in their judgment, submits incomplete or inaccurate information.
The directors retain certain discretion to make such final adjustments that they consider fair and reasonable in all the circumstances as to the aggregate number of votes attaching to the ordinary shares of any shareholder to ensure that no person shall be a 9.9% Shareholder at any time.
Quorum; Vote Required
The attendance of two or more persons representing, in person or by proxy, more than 50% in par value of the issued and outstanding ordinary shares as of the Record Date, is necessary to constitute a quorum at the Meeting.
Assuming that a quorum is present, the affirmative vote of the holders of a simple majority of the issued and outstanding ordinary shares voted at the Meeting is required for approvalelection of each of the director nominees in Proposal One and for the approval of Proposal Two.
With regard to any proposal or director nominee, votes may be cast in favor of or against such proposal or director nominee or a shareholder may abstain from voting on such proposal or director nominee. Abstentions will be excluded entirely from the vote and will have no effect except that abstentions and “broker non-votes” will be counted toward determining the presence of a quorum for the transaction of business.
Generally, broker non-votes occur when ordinary shares held by a broker for a beneficial owner are not voted on a particular proposal because the broker has not received voting instructions from the beneficial owner, and the broker does not have discretionary authority to vote on a particular proposal.
Recommendation
Our Board recommends that the shareholders take the following actions at the Meeting:
| 1. | Proposal One: to vote FOR the election of each of the five director nominees to serve on the Board until the Annual General Meeting of Shareholders of the Company in 2025; and | |
| 2. | Proposal Two: to vote FOR the ratification of the appointment of Hacker, Johnson & Smith, P.A., as the independent auditors of the Company for the fiscal year ending December 31, 2024. |
1. Proposal One: to vote FOR the election of each of the six director nominees to serve on the Board of the Company until the Annual General Meeting of Shareholders of the Company in 2017; and
Proxies must be received by us by 11:59 p.m. (local time) on May 11, 2016,June 13, 2024, the day prior to the Meeting day.date of the Meeting. A shareholder may revoke his or her proxy at any time up to one hour prior to the commencement of the Meeting.
To do this, you must:
| ● | enter a new vote by telephone, over the Internet or by signing and returning another proxy card at a later date; | |
| ● | file a written revocation with the Secretary of the Company at our address set forth above; | |
| ● | file a duly executed proxy bearing a later date; or | |
| ● | appear in person at the Meeting and vote in person. |
A shareholder of record may revoke a proxy by any of these methods, regardless of the method used to deliver the shareholder’s previous proxy. If your ordinary shares are held in street name, you must contact your broker, dealer, commercial bank, trust company or other nominee to revoke your proxy.
The individuals designated as proxies in the proxy card are officers of the Company.
All ordinary shares represented by properly executed proxies that are returned, and not revoked, will be voted in accordance with the instructions, if any, given thereon. If no instructions are provided in an executed proxy, it will be voted FOR the election of each director nominee named in Proposal One and FOR Proposal Two, Proposal Three, and Proposal Four and in accordance with the proxy holder’s best judgment as to any other business that may properly come before the Meeting. If a shareholder appoints a person other than the persons named in the enclosed form of proxy to represent him or her, such person should vote the shares in respect of which he or she is appointed proxy holder in accordance with the directions of the shareholder appointing him or her.
ELECTION OF DIRECTORS OF THE COMPANY
Our Articles currently provide that our Board shall consist of sixnot less than four (4) directors (exclusive of alternate directors). We currently have sixfive directors serving on our Board, and our Board has nominated those sixfive directors – Paresh Patel, Jay Madhu, Krishna Persaud, Ray Cabillot, Allan Martin,Dwight Merren, Arun Gowda, Wrendon Timothy and Mayur Patel –Lesley Thompson– for re-election as directors to serve until the Annual General Meeting of Shareholders of the Company in 2017.
Our Board has no reason to believe that any of these director nominees will not continue to be a candidate or will not be able to serve as a director of the Company if elected. In the event that any nominee is unable to serve as a director, the proxy holders named in the accompanying proxy have advised that they will vote for the election of such substitute or additional nominee(s) as our Board may propose. Our Board unanimously recommends that you vote FOR the election of each of the nominees.
Director Nominees
Each of the director nominees is currently serving as a director of the Company and is standing for re-election. There is no family relationship among any of the directors and/or executive officers of the company. Unless otherwise directed, the persons named in the proxy intend to vote all proxies FOR the election of each of the following director nominees:
| Name | Age | Position | Director Since | |||
| Paresh Patel | 53 | Chairman of the Board of Directors | 2013 | |||
Jay Madhu(3) | 49 | Chief Executive Officer, President and Director | 2013 | |||
Krishna Persaud(2)(4) | 54 | Director | 2013 | |||
Ray Cabillot(1)(3)(4) | 53 | Director | 2013 | |||
Allan Martin(1)(2)(4) | 50 | Director | 2013 | |||
Mayur Patel, M.D.(1)(2)(3) | 60 | Director | 2013 |
| Name | Age | Position | Director Since | |||
| Jay Madhu(3)(5) | 57 | Chairman of the Board of Directors, Chief Executive Officer, and President | 2013 | |||
| Dwight Merren(1)(2)(4) | 58 | Director | 2022 | |||
| Arun Gowda(1)(2)(4)(5) | 58 | Director | 2023 | |||
| Wrendon Timothy(3)(5) | 43 | Director | 2021 | |||
| Lesley Thompson(1)(2)(3)(4) | 52 | Director | 2021 |
(1)Member of Audit Committee.
(2)Member of Compensation Committee.
(3)Member of Underwriting Committee.
(4)Member of Nominating and Corporate Governance Committee.
(5) Member of Investment Committee.
The nominees have consented to serve as directors of the Company if elected.
Set forth below is biographical information concerning each nominee for election as a director of the Company, including a discussion of such nominee’s particular experience, qualifications, attributes or skills that led our Nominating and Corporate Governance Committee and our Board to conclude that the nominee should serve as a director of our Company.
Paresh Patel.Jay Madhu. Mr. Patel has been the Chairman of the Board of our Company during most of the period since April 2013. Mr. Patel is also the Chief Executive Officer (since 2011) and a founder of HCI Group, Inc., a publicly traded holding company owning subsidiaries primarily engaged in the property and casualty insurance business. He has been a director of HCI Group, Inc. since its inception and has served as the Chairman of the board of directors of HCI Group, Inc. since May 2007. From 2011 to 2012, Mr. Patel also served as President of HCI Group, Inc.’s insurance subsidiary, Homeowners Choice Property & Casualty Insurance Company, Inc., which provides property and casualty homeowners’ insurance, condominium-owners’ insurance, and tenants’ insurance to individuals owning property in Florida. Since 2011, Mr. Patel has served as Chairman of the board of First Home Bancorp, Inc., a bank holding company in Seminole, Florida. HeMadhu is a founder of NorthStar Bank, a community bank in Tampa, Florida, and from 2006 to 2010, served on the board of directors of the bank and its parent company, NorthStar Holding Company. Mr. Patel’s analytical and technology skills were developed through experience with international financial, telecommunications and consulting positions. As a private investor from 2000 to 2006, Mr. Patel used statistical and probability techniques to develop and implement a system for managing money as a business to generate cash flow. Prior to that, Mr. Patel was director of customer care and billing with Global Crossing from 1998 to 2000. In that position, Mr. Patel defined business processes and systems, hired and trained department staff and led the merger of the customer care and billing systems with those of the company’s acquisitions. Mr. Patel received his bachelor’s and master’s degrees in Electronic Engineering from Cambridge University, England.
Mr. Madhu is an approved director with Cayman Islands Monetary Authority, Bermuda Monetary Authority, Florida Office of Insurance Regulation, Arkansas Insurance Department, California Department of Insurance, Maryland Insurance Administration, New Jersey Department of Banking and Finance, North Carolina Department of Insurance, Ohio Department of Insurance, Pennsylvania Insurance Department and South Carolina Department of Insurance. Mr. Madhu attended Northwest Missouri State University where he studied marketing and management. Mr. Madhu brings considerable business and capital markets experience to our Board of Directors.
Mr. Madhu brings considerable business, capital markets and marketing experience to our Board.
Krishna Persaud.Dwight Merren. Mr. PersaudMerren has been a director of our Company since April 2013.November 2022. He has also been,currently serves as an AVP, Private Banking at Butterfield Bank (Cayman) Limited (“Butterfield Cayman”) since April 2013,December 2021, servicing mainly high net-worth private clientele Butterfield Cayman is part of the Butterfield Group (NYSE: NTB). Prior to this, from November 2014, Mr. Merren served as a director of our reinsurance subsidiary, Oxbridge Reinsurance Limited. Mr. Persaud is a founder and the President, since June 2002, of KPC Properties, LLC, a real estate investment firm,Relationship Manager in Butterfield’s Corporate Banking Department where he leverages his knowledgewas responsible for the management of a portfolio of corporates across various business sectors, including captive insurers, insurance companies, reinsurance companies, special-purpose vehicles, liquidation accounts, large multinational companies and experiencehedge funds. Mr. Merren previously served as Relationship Manager of HSBC Bank (Cayman) Limited from October 2011 to identify opportunitiesOctober 2014, and as Deputy Head – Insurance Division at CIMA, from March 2009 to add valueSeptember 2011. From July 1992 to real properties inFebruary 2009, Mr. Merren held senior roles of Administrator at Midland Bank (now HSBC), Assistant Vice President at Willis Management (Cayman) Limited, and Vice President at Global Captive Management Ltd. where he led and managed large portfolio of companies. Mr. Merren served as an independent director at Cayman Islands National Insurance Company (“CINICO”), and as the state of Florida. He implements a strategy of acquiring, adding value, and relinquishing or holding the improved asset. He has demonstrated consistent success in implementing his strategy in real estate investments. Since June 2002, Mr. Persaud has been an asset manager, demonstrating the ability to consistently exceed average market returns. From May 2007 to May 2011, Mr. Persaud was a director of HCI Group, Inc., a publicly traded holding company owning subsidiaries primarily engaged in the property and casualty insurance business. Mr. Persaud received an award from the Tampa Bay INDOUS Chamber of Commerce as oneChairman of the most successful businessmenRisk and Compliance Committee, and Chair of the yearFinance Committee from November 2017 to February 2022.
Mr. Merren brings invaluable experience in Tampa. Previously, he spent ten years working with several consulting firmsinsurance, banking, risk management, compliance and municipalities providing design and construction management services for a wide variety of building systems and public works projects. Mr. Persaud earned his Bachelor of Science degree in Mechanical Engineering and a Master’s Degree in Civil Engineering from City College of City University of New York. He holds licenses as a Professional Engineer in the States of Florida, New York and California.
Ray Cabillot.Arun Gowda. Mr. CabillotGowda has been a director of our Company since January 2023. He serves as the Managing Partner of Broadpeak Ventures since January 2018. In his role, Mr. Gowda oversees and manages investment and business development with early-stage venture companies in asset management, insurance and alternative investment strategies. Mr. Gowda served as the Managing Director, UBS O’Connor at New York, an alternative investment arm UBS Group AG (NYSE: UBS) from September 2016 to December 2017, where he was responsible for raising funds for private credit and hedge funds. From February 2012 to December 2015, Mr. Gowda served as Managing Director at Guggenheim Investments, New York, where he was responsible for development of the alternative investment platform for institutional investors including pension funds, insurance companies and private banks. From August 1993 to December 2011, Mr. Gowda held senior roles of Vice President at Morgan Stanley, New York (NYSE: MS), Executive Director at UBS Investment Bank, London (NYSE: UBS) and Partner at Eventi Capital Partners, Toronto, where he managed investments in private companies in technology, medical device, and alternatives. Mr. Gowda serves as a director on Ide8 Re, a Bermuda captive reinsurer for insurtech Bamboo Insurance from April 2013. He has2021 through to its acquisition in January 2024. Mr. Gowda also been, since April 2013,serves as an advisor to the management of Aquarian Holdings and Osprey Funds from January 2019 and May 2021, respectively. Mr. Gowda currently serves as a director of our reinsurance subsidiary, Oxbridge Reinsurance Limited. Since 1998,Generational Re (ISAC) Limited Bermuda, a Bermuda-based life and annuity insurer. Mr. Cabillot has served as Chief Executive Officer and director of Farnam Street Capital, Inc., the General Partner of Farnam Street Partners L.P., a private investment partnership. Prior to his service at Farnam Street Capital, Mr. Cabillot was a Senior Research Analyst at Piper Jaffrey, Inc., an investment bank and asset management firm, from 1989 to 1997. Early in his career, Mr. Cabillot worked for Prudential Capital Corporation as an Associate Investment Manager and as an Investment Manager. Mr. Cabillot is currently a director for Pro-Dex, Inc. (PDEX) and several private companies and, from 2006 to 2010, served as director and Chairman of the board for O.I. Corporation (OICO). Mr. Cabillot earned his BA in economics from St. Olaf College andGowda holds an MBA in Finance from theThe Wharton School, University of Minnesota. He isPennsylvania, and a Chartered Financial analyst (CFA).Bachelor’s Degree with Distinction in Electrical Engineering, Computer Science and Math from Vanderbilt University.
Mr. CabillotGowda brings considerable investment expertiseinvaluable experience in investments, hedge funds, insurance and reinsurance products, and experience in fund raise and scaling businesses to our Board.
Allan Martin.Wrendon Timothy. Mr. MartinTimothy has been a director of our Company since April 2013. From October 2009 to present,November 2021. Mr. MartinTimothy has been CEO of Atlantic Merchant Capital Investors (“Atlantic”), a private equity firm based in Tampa, Florida. Prior to that, from June 2005 to September 2009, Mr. Martin was CEO of Mortgage Contracting Services of Tampa, Florida (“MCS”). MCS is a national mortgage field services company. From January 2010 to present, Mr. Martin has been a director of Florida Capital Group and its subsidiary, Florida Capital Bank. He also servesserved as the bank’s audit chair.Chief Financial Officer and Corporate Secretary of our Company since August 2013. In his role, he has provided financial and accounting consulting services with a focus on technical and SEC reporting, compliance, internal auditing, corporate governance, mergers & acquisitions analysis, risk management, and CFO and controller services. Mr. Martin has been a director of Moffitt Medical Group since March 2013 and is currently Vice Chairman. HeTimothy also serves as an officerexecutive and director of several additional portfolio companiesOxbridge Reinsurance Limited and Oxbridge Re NS, the wholly-owned licensed reinsurance subsidiaries of Atlantic.Oxbridge Re. Mr. Martin is currently a trusteeTimothy served as the Chief Financial Officer, Treasurer, Secretary and director of Jesuit High School of Tampa,Oxbridge Acquisition Corp. from April 2021 until the business combination with Jet.AI Inc. in August 2023, and its sponsor, OAC Sponsor Ltd. from April 2021 to present. Mr. Timothy also serves as a director of SurancePlus Inc., a British Virgin Islands wholly-owned Web3 subsidiary of our Company.
Mr. Timothy started his financial career at PricewaterhouseCoopers (Trinidad) in 2004 as an Associate in their assurance division, performing external and internal audit work, and tax-related services. Throughout his career progression and transitions through KPMG Trinidad and PricewaterhouseCoopers (Cayman Islands), Mr. Timothy has successfully delivered services across both the Raphael Foundation,public and chairmanprivate sectors. Mr. Timothy management roles allowed him to be heavily involved in the planning, budgeting, and leadership of engagement teams, serving as a liaison for senior client management, and advising on technical accounting matters. Mr. Timothy is a Fellow of the Martin Family Foundation.
Mr. Timothy brings substantial operating, investment andconsiderable finance, accounting, corporate governance and risk management experience to our Board.
Mayur Patel, M.D. Dr. Mayur PatelLesley Thompson. Ms. Thompson has beenserved as the Managing Director of Willis Towers Watson Management (Cayman) Ltd. (“WTW Cayman”) since March 2020 and as Secretary since April 2020. WTW Cayman is part of the Willis Towers Watson group (NASDAQ: WTW). Ms. Thompson is responsible for the strategy and leadership of WTW Cayman providing insurance management and brokerage services to its clients. Ms. Thompson also provides independent director services to insurance and structured finance companies . Ms. Thompson currently serves as a director to ICP Investment Holdings Limited since November 2016 and ICP Reinsurance Limited since January 2017. Ms. Thompson previously served as Vice President of our Company since October 2013. Since 1997, heMaples Fiduciary Services (Cayman) Limited from February 2016 to March 2020 where she headed the insurance management services and provided independent director services to insurance and structured finance companies. From January 2000 to January 2016, Ms. Thompson held senior roles of Assistant Vice President, Assistant Manager & Group Vice President at Aon Insurance Managers (Bermuda) Ltd., HSBC Financial Services (Cayman) Ltd., Atlas Insurance Management (Cayman) Ltd. and Advantage International Management (Cayman) Ltd. where she led and managed large portfolios of property & casualty and life & annuity companies, including special purpose vehicles, segregated portfolio companies and group captives. Ms. Thompson has been a founding partner and a practicing physician with American Radiology Services (“ARS”) based in Baltimore, Maryland. In addition to practicing Radiology at three hospitals and several free standing imaging centers, Dr. Patel plays an active role in the administrative and financial functions of the group. He is an elected member of the board of directors of American Radiology Associates and in addition servesserved as the chairman of the finance committee. He is also a member of the Retirement, Quality Assuranceexecutive committee of The Insurance Managers Association of Cayman since August 2020 and Operations committees. He has published many peer reviewed articles and also co-authored a book chapter inis the field of Radiology. He has also lectured extensively both as a invited guest speaker and also at national meetings in the field of Radiology and Molecular Imaging. He has held academic appointments as an Assistant Professor of Radiology at University of Vermont, School of Medicine (1989-1992) and at University of Maryland, School of Medicine (1989-2000). As a principal of ARS, he participated in the group’s corporate affiliation in the capital markets with Advent International (a global private equity group) and with CML Healthcare (a Canadian based medical diagnostics service provider). Dr. Patelpast Chairperson. Ms. Thompson is a double board certified physicianChartered Management Accountant (ACMA & CGMA), a Fellow of Captive Insurance (FCI) and a diplomatholds the Accredited Director (Acc. Dir.) designation through the Chartered Governance Institute of the American Board of Radiology and American Board of Nuclear Medicine. Outside of medicine, Dr. Patel has 20 years ofCanada.
Ms. Thompson brings invaluable experience in investing in the public markets as well as in private equity offerings. Dr. Patel is the brother-in-law of Paresh Patel.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.
RATIFICATION OF THE COMPANY’S AUDITORS
Upon recommendation of the Audit Committee of the Company, our Board proposes that the shareholders ratify the appointment of Hacker, Johnson & Smith, P.A. (“Hacker Johnson”) to serve as the independent auditors of the Company for the fiscal year ending December 31, 2016.2024. Hacker Johnson served as the independent auditors of the Company for the fiscal years ended December 31, 2015, 2014 and 2013.
Although ratification is not required by law, our Board believes that shareholders should be given the opportunity to express their views on the subject. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and its shareholders.
We do not expect that a representative of Hacker Johnson will attend the Meeting telephonically and will be available to respond to questions and may make a statement if he or she so desires.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF HACKER
JOHNSON AS THE COMPANY’S AUDITOR.
Board Leadership Structure and Risk Oversight
Our Company’s Board does not have a current requirement that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated because the Board believes it is in the best interest of our Company to make this determination based upon the position and direction of the Company and the constitution of the Board. The Board regularly evaluates whether the roles of Chief Executive Officer and Chairman of the Board should be combined or separated.
Since the Company’s formation in 2013 through to December 31, 2017, the Company hashad bifurcated the positions of Chairman of the Board and Chief Executive Officer. Paresh Patel hashad served as Chairman of the Board since April 2013 andthrough to his resignation in December 2017. Jay Madhu has served as Chief Executive Officer of the Company since April 2013.
Our independent directors have determined that the Board and not havemost effective leadership structure for our Company at the present time is for our Chief Executive Officer to be involved in the day-to-day operations of the Company. Likewise, by having two different individualsalso serve as our Chairman of the Board and Chief Executive Officer,Board. Our independent directors believe that because our Chief Executive Officer is ableultimately responsible for our day-to-day operations and for executing our business strategy, and because our performance is an integral part of the deliberations of our Board, our Chief Executive Officer is the director best qualified to focusact as Chairman of the vast amountBoard. Our Board retains the authority to modify this structure to best address our unique circumstances, and so advance the best interests of his timeall stockholders, as and energy in running the Company and furthering its operational business strategy.
We have fourthree independent directors and two non-independent directors. We believe that the number of independent, experienced directors on our Board provides the necessary and appropriate oversight for our Company.
Management is primarily responsible for assessing and managing the Company’s exposure to risk. While risk assessment is management’s duty, the Audit Committee is responsible for discussing certain guidelines and policies with management that govern the process by which risk assessment and control is handled. The Audit Committee also reviews steps that management has taken to monitor the Company’s risk exposure. In addition, the Underwriting Committee approves and reviews our underwriting policies and guidelines, oversees our underwriting process and procedures, monitors our underwriting performance and oversees our underwriting risk management exposure. Management focuses on the risks facing the Company, while the Audit Committee and the Underwriting Committee focus on the Company’s general risk management strategies and oversee risks undertaken by the Company. We believe this division of responsibilities is the most effective approach for addressing the risks facing our Company and that our Board leadership structure supports this approach.
Board Committees and Meetings
Our Board of Directors has five committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, an Underwriting Committee and an Investment Committee. Each committee, except for the Investment Committee, has a written charter. The table below provides current membership information for each of the committees.
| Nominating and | |||||||||||||||
| Audit | Compensation | Corporate Governance | Underwriting | Investment | |||||||||||
| Committee | Committee | Committee | Committee | Committee | |||||||||||
| Jay Madhu | X | X | |||||||||||||
| Arun Gowda | X | X | X | X* | |||||||||||
| Wrendon Timothy | X | X | |||||||||||||
| Lesley Thompson | X | X | X* | X* | |||||||||||
| Dwight Merren | X | X* | X | X | |||||||||||
| # of meetings held in 2023 | 4 | 1 | 1 | 3 | 3 |
| Nominating and | |||||||||
| Audit | Compensation | Corporate Governance | Underwriting | Investment | |||||
| Committee | Committee | Committee | Committee | Committee | |||||
| Jay Madhu | X | X | |||||||
| Krishna Persaud | X* | X | X | ||||||
| Ray Cabillot | X* | X | X | X* | |||||
| Allan Martin | X | X | X* | ||||||
| Mayur Patel, M.D. | X | X | X* | ||||||
| # of meetings held in 2015 | 4 | 2 | 1 | 3 | 4 | ||||
*
Our Board of Directors held five (5) meetings in 2015.2023. Each of our directors above attended at least 80% of the meetings of the Board of Directors in 2015.
It is our policy that directors are expected to attend the Annual General Meeting of Shareholders in the absence of a scheduling conflict or other valid reason. All of our directors attendedserving at the time of our 20152023 Annual General Meeting of Shareholders.
The Board has determined that (1) Paresh PatelJay Madhu and Jay MadhuWrendon Timothy do not qualify as independent directors under the applicable rules of The Nasdaq Stock Market and the Securities and Exchange Commission (“SEC”) and (2) Krishna Persaud, Ray Cabillot, Allan Martin,Arun Gowda, Dwight Merren and Mayur PatelLesley Thompson qualify as independent directors under the applicable rules of The Nasdaq Stock Market and the SEC.
The Board has also determined that all of the current members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee qualify as independent directors under the applicable rules of The Nasdaq Stock Market. However, duringMarket and SEC and that the fiscal year ended December 31, 2014 and until March 16, 2015, onecurrent members of the members of our Compensation Committee Paresh Patel, was not an independent director. We had relied on Nasdaq Marketplace Rule 5615(b)(1),each qualify as a “phase-in” rule for companies following their initial public offerings,“non-employee director” as defined in appointing Paresh Patel to our Compensation Committee. On March 16, 2015, our Board appointed Allan Martin, an independent director, to replace Paresh Patel on our Compensation Committee.
Below is a description of each committee of our Board of Directors.
Audit Committee
Our Audit Committee consists of three members – Ray Cabillot, Allan MartinArun Gowda, Dwight Merren and Mayur Patel.Lesley Thompson. Each of these individuals meets all independence requirements for Audit Committee members set forth in applicable SEC rules and regulations and the applicable rules of The Nasdaq Stock Market. Ray CabillotArun Gowda serves as Chairman of our Audit Committee and qualifiesboth Arun Gowda and Lesley Thompson qualify as an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC.
The Audit Committee has general responsibility for the oversight of our accounting, reporting and financial control practices. The Audit Committee is governed by a written charter approved by our Board, which outlines its primary duties and responsibilities, and which can be found on our website at www.oxbridgere.com.
Compensation Committee
Our Compensation Committee currently consists of three members – Krishna Persaud, Mayur PatelDwight Merren, Lesley Thompson and Allan Martin. Krishna PersaudArun Gowda. Dwight Merren serves as Chairman of our Compensation Committee. All of the current members of our Compensation Committee qualify as independent directors under the applicable rules of The Nasdaq Stock Market.
The purpose of our Compensation Committee is to discharge the responsibilities of our Board relating to compensation of our Chief Executive Officer and to make recommendations to our Board relating to the compensation of our other executive officers. Our Compensation Committee, among other things, assists our Board in ensuring that a proper system of compensation is in place to provide performance-oriented incentives to management. Our Compensation Committee has the authority to delegate its responsibilities to a subcommittee or to officers of the Company to the extent permitted by applicable law and the compensation plans of the Company if it determines that such delegation would be in the best interest of the Company. Our Compensation Committee from time to time may engage a compensation consultant however, it did not engageand engaged Zayla Partners, LLC as a compensation consultant with respect to executive orand director compensation for 2015.
The Compensation Committee is governed by a written charter approved by our Board, which outlines its primary duties and responsibilities, and which can be found on our website at www.oxbridgere.com.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is composed of three members – Ray Cabillot, Allan Martin,Arun Gowda, Lesley Thompson and Krishna Persaud. Allan MartinDwight Merren. Lesley Thompson serves as the ChairmanChair of our Nominating and Corporate Governance Committee. All of the members of our Nominating and Corporate Governance Committee qualify as independent directors under the applicable rules of The Nasdaq Stock Market.
The Nominating and Corporate Governance Committee makes recommendations to our Board as to nominations for our Board and committee members, as well as with respect to structural, governance and procedural matters. The Nominating and Corporate Governance Committee also reviews the performance of our Board and the Company’s succession planning. The Nominating and Corporate Governance Committee is governed by a written charter approved by our Board, which outlines its primary duties and responsibilities, and which can be found on our website at www.oxbridgere.com.
The Nominating and Corporate Governance Committee is responsible for reviewing the criteria for the selection of new directors to serve on the Board and reviewing and making recommendations regarding the composition and size of the Board. When our Board decides to seek a new member, whether to fill a vacancy or otherwise, the Nominating and Corporate Governance Committee will consider recommendations from other directors, management and others, including shareholders. In general, the Nominating and Corporate Governance Committee looks for directors possessing superior business judgment and integrity who have distinguished themselves in their chosen fields and who have knowledge or experience in the areas of insurance, reinsurance, financial services or other aspects of the Company’s business, operations or activities. In selecting director candidates, the Nominating and Corporate Governance Committee also considers the interplay of the candidate’s experience with the experience of the other Board members.
While we do not have an official policy, the Nominating and Corporate Governance Committee will consider, for director nominees, persons recommended by shareholders, who may submit recommendations to the Nominating and Corporate Governance Committee in care of the Company’s Secretary, at Strathvale House, 2nd Floor, 90 North ChurchSuite 201, 42 Edward Street, P.O. Box 469, Grand Cayman, KY1-9006, Cayman Islands. To be considered by the Nominating and Corporate Governance Committee, such recommendations must be accompanied by a description of the qualifications of the proposed candidate and a written statement from the proposed candidate that he or she is willing to be nominated and desires to serve if elected. Nominees for director who are recommended by shareholders to the Nominating and Corporate Governance Committee will be evaluated in the same manner as any other nominee for director.
We do not have a policy regarding the consideration of any director candidates that may be recommended by our shareholders, including the minimum qualifications for director candidates, nor has our Board established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies, as we have never received a recommendation from any shareholder for any candidate to serve on our Board. While there have been no nominations of additional directors proposed, in the event such a proposal is made, our current board will participate in the consideration of director nominees.
Underwriting Committee
The Underwriting Committee consists of three members – Mayur Patel,Lesley Thompson, Jay Madhu and Ray Cabillot. Mayur PatelWrendon Timothy. Lesley Thompson serves as Chairman of our Underwriting Committee.Committee. The Underwriting Committee'sCommittee’s responsibilities include approving and reviewing our underwriting policies and guidelines, overseeing our underwriting process and procedures, monitoring our underwriting performance and overseeing our underwriting risk management exposure. The Underwriting Committee is governed by a written charter approved by our Board, which outlines its primary duties and responsibilities, and which can be found on our website at www.oxbridgere.com.
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Investment Committee
The Investment Committee consists of three members – Krishna Persaud,Arun Gowda, Wrendon Timothy and Jay Madhu and Ray Cabillot. Ray Cabillot serves as Chairman of our Investment Committee. Ray CabillotsMadhu. Arun Gowda serves as Chairman of the Investment Committee. The Investment Committee'sCommittee’s responsibilities include approving and reviewing any changes to our investment guidelines, and monitoring investment performance and market, credit and interest rate exposure as a result of opportunistic investment decisions undertaken by management. The Investment Committee is governed by investment guidelines that have been approved by our Board. There is no written charter for the Investment Committee.
Code of Ethics
Our Board has adopted a written Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. We have posted a current copy of the code on our website, www.oxbridgere.com, in the “Investor Information” section of the website. We intend to disclose any change to or waiver from our Code of Business Conduct and Ethics by posting such change or waiver to our internet web site within the same section as described above.
| Name | Age | Position | Position Since | |||
| Jay Madhu* | 49 | Chief Executive Officer, President, and Director (Principal Executive Officer) | 2013 | |||
| Wrendon Timothy | 35 | Financial Controller and Secretary (Principal Financial and Accounting Officer) | 2013 |
Anti-Hedging Policy
Our Board has adopted an Insider Trading Policy, which applies to all of our directors, officers and employees, as well as their family members and entities under “—Director Nominees.”
Wrendon Timothy.Clawback Policy Wrendon Timothy
In accordance with SEC and Nasdaq requirements, our Board has served as our Financial Controller and Secretary since August 2013. Mr. Timothy has over eleven (11) yearsadopted an executive compensation recovery policy regarding the adjustment or recovery of professional experiencecertain incentive awards or payments made to current or former executive officers in audit and assurance service boththe event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. In general, the policy provides that, unless an exception applies, we will seek to recover compensation that is awarded to an executive officer based on the Company’s attainment of a financial metric during the three-year period prior to the fiscal year in Trinidad andwhich the Cayman Islands. From September 2007 through July 2013, Mr. Timothy workedrestatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results. A copy of the clawback policy is filed as an Audit SeniorExhibit 97.1 to the 2023 Annual Report.
Board Diversity Matrix
Each of our directors possesses certain experience, qualifications, attributes and Audit Manager at PricewaterhouseCoopers Chartered Accountants in the Cayman Islands. From September 2005 through August 2007, Mr. Timothy servedskills, as a Senior Accountant at KPMG Chartered Accountants in Trinidad and Tobago. Mr. Timothy is a Fellow of the Association of Chartered Certified Accountants and holds a Postgraduate Diploma in Business Administration and a Masters of Business Administration, with Distinction (with Specialism in Finance - Distinction), from Heriott Watt University. Mr. Timothy is alsofurther described above, that led to our conclusion that he or she should serve as a member of the Cayman Islands SocietyBoard. In addition to the foregoing biographical information with respect to each of Professional Accountants (CISPA).
| Board Diversity Matrix (as of April 29 2024) | ||||||||||||||||
| Total Number of Directors | 5 | |||||||||||||||
| Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||||
| Part I: Gender Identity | ||||||||||||||||
| Directors | 1 | 4 | - | - | ||||||||||||
| Part II: Demographic Background | ||||||||||||||||
| African American or Black | - | 1 | - | - | ||||||||||||
| Alaskan Native or Native American | - | - | - | |||||||||||||
| Asian | - | 2 | - | - | ||||||||||||
| Hispanic or Latinx | - | - | - | |||||||||||||
| Native Hawaiian or Pacific Islander | - | - | - | - | ||||||||||||
| White | 1 | 1 | - | - | ||||||||||||
| Two or More Races or Ethnicities | - | - | - | - | ||||||||||||
| LGBTQ | - | |||||||||||||||
| Did Not Disclose Demographic Background | - | |||||||||||||||
All directors, other than Mr. Madhu and Mr. Timothy, are entitled to receive compensation from us for their services as directors. Under the Articles, our directors may receive compensation for their services as may be determined by our Board. During 2015,
The following table sets forth information with respect to compensation earned by each of our directors (other than employee directors) during the year ended December 31, 2023.
| Name | Fees Earned or Paid In Cash (1) | Stock Awards (2) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value And Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||
| Arun Gowda | $ | 15,000 | $ | 25,000 | $ | - | - | - | - | $ | 40,000 | |||||||||||||||||
| Lesley Thompson | $ | 15,000 | $ | 25,000 | $ | - | - | - | - | $ | 40,000 | |||||||||||||||||
| Dwight Merren | $ | 15,000 | $ | 25,000 | $ | - | - | - | - | $ | 40,000 | |||||||||||||||||
| (1) | During 2023, our three non-employee directors received director fees paid in cash pursuant to our Non-Employee Director Compensation Program. |
| (2) | All stock awards were granted under our Non-Employee Director Compensation Program adopted under our 2021 Omnibus Incentive Plan. The value reported above in the “Stock Awards” column is the aggregate grant date fair value for the NEO’s option awards granted in 2023, determined in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation”. On January 9, 2024, each of our non-employee directors were granted 10,549 restricted ordinary shares that vest one-half on the 180th day after the grant date and one-half on the first anniversary of the grant date, provided that the director is in continuous service to the Company through the applicable vesting date. |
The aggregate number of stock awards outstanding for each non-employee directors received an annual director feeas of $40,000, payable in quarterly installments of $10,000, for serviceDecember 31, 2023 was as a director.follows:
| Number of | ||||||||
| Number | Restricted | |||||||
| Name | of Options | Shares | ||||||
| Arun Gowda | - | 10,549 | ||||||
| Lesley Thompson | - | 26,549 | ||||||
| Dwight Merren | - | 10,549 | ||||||
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| Name | Fees Earned or Paid in Cash | Total |
| Paresh Patel | $40,000 | $40,000 |
| Krishna Persaud | $40,000 | $40,000 |
| Ray Cabillot | $40,000 | $40,000 |
| Allan Martin | $40,000 | $40,000 |
| Mayur Patel, M.D. | $40,000 | $40,000 |
Our Board has adopted a policy for handling shareholder communications to directors. Shareholders may send written communications to our Board or any one or more of the individual directors by mail, c/o Secretary, Oxbridge Re Holdings Limited, Strathvale House, 2nd Floor, 90 North ChurchSuite 201, 42 Edward Street, P.O. Box 469, Grand Cayman, KY1-9006, Cayman Islands. There is no screening process, other than to confirm that the sender is a shareholder and to filter inappropriate materials and unsolicited materials of a marketing or publication nature. All shareholder communications that are received by the Secretary of the Company for the attention of a director or directors are forwarded to such director or directors.
The below table lists our executive officers. Additional information about each executive officer can be found under “Director Nominees” above. There is no family relationship among any of the directors and/or executive officers of the company.
| Name | Age | Position | Position Since | |||
| Jay Madhu* | 57 | Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer) | 2013 | |||
| Wrendon Timothy* | 43 | Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | 2013 |
* See biography above under “Director Nominees”
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Executive Summary
This narrative discussion of our named executive compensation program is intended to assist your understanding of, and to be read in conjunction with, the Summary Compensation Table and related disclosures set forth below.
For the 2023 fiscal year, our named executive officers were as follows:
| ● | Jay Madhu, our Chief Executive Officer, President and Chairman of the Board | |
| ● | Wrendon Timothy, our Chief Financial Officer, Director and Secretary |
Overview and Objectives of Our Executive Compensation Program
Through our executive compensation program, we seek to align our executive officers’ interests and motivations with those of our stockholders by rewarding both short-term and long-term objectives. We believe that the overall compensation of our executive officers should provide a competitive level of total compensation that enables us to attract, retain and incentivize highly qualified executive officers with the background and experience necessary to lead the company and achieve its business goals.
For the first time, the Compensation Committee engaged an outside, independent compensation consultant to assist in the development of the Company’s compensation programs for both the executives and independent members of the Board of Directors. As the Company continues to grow and evolve the Compensation Committee and Board intends to continue to review and modify our compensation policies to ensure that we attract, motivate and retain highly skilled executives and employees to execute on our strategic objectives.
Benchmarking, Consultants and Compensation Peer Group
As noted above, the Compensation Committee engaged an independent third-party compensation consultant, Zayla Partners, LLC (“Zayla”), to assist the Compensation Committee in addressing matters of compensation and benefits, and to identify peer group companies based on critical industry and size criteria. The Company recognizes that compensation practices must be competitive in the marketplace and marketplace information is one of the many factors that are considered in assessing the reasonableness of compensation programs. While the Committee has requested the data and guidance provided by Zayla, the Compensation Committee retains the discretion to make all final decisions relative to matters of compensation and benefits.
The Committee engaged Zayla to provide benchmarking for the Company’s NEOs for fiscal 2023 and prospectively, based on the use of 2022 data from the peer group of companies shown below. The overall compensation programs for the Company’s NEOs are designed to reward achievement of performance and to attract, retain, and motivate them in an increasingly competitive talent market. The Compensation Committee examined compensation data for the peer group of companies shown below to stay current with market pay practices and trends and to understand the competitiveness of our overall executive compensation programs and their various elements. The Committee used this benchmarking data for informational purposes. It does not formulaically target a specific percentile or make significant compensation decisions based on market data or peer group benchmarking data alone, which avoids a “ratcheting up” impact. The Committee uses performance as a primary driver of compensation levels. The peer group companies consisted of:
Atlantic American Corporation
Conifer Holdings, Inc.
FG Financial Group, Inc.
ICC Holdings, Inc.
Kingstone Companies, Inc.
Marpai, Inc.
Reliance Global Group, Inc.
Unico American Corporation
From time to time, the Compensation Committee may supplement its business judgment pertaining to its consideration of the Company’s compensation matters, including salary amounts, short-term and long-term incentive plan minimum and incremental payout thresholds and targets, with a variety of market information obtained from a number of different sources including, among other things, the Compensation Committee’s general knowledge regarding compensation matters, information from one or more independent compensation consultants, peer company data, benchmarking related to that data, information obtained from independent search firms, historical and current Company compensation data, and historical, current and projected industry and Company financial operational performance data and trends.
Compensation Elements
We seek to align our executive officers’ interests and motivations with those of our stockholders. Typically, this is done using the following key compensation elements: base salary, short-term incentives and long-term incentives, as more fully described below. Among those three elements, from year to year, when considering its goal of promoting the overall financial performance of the Company on an annual and long-term basis, the use by the Committee of any or the extent of use of the short-term and long-term incentives described below may vary, but when used in the compensation packages for NEOs retain the pay-for-performance characteristics described below.
Base Salary
The employment agreements with our named executive officers (as described below in “Employment Agreements”) entitle our executive officers to receive a base salary, that may be increased from time to time. The base salaries of our named executive officers in fiscal year 2023 were:
| Name of Executive | Position | Base Salary ($) | ||||
| Jay Madhu | Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer) | $ | 300,000 | |||
| Wrendon Timothy | Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | $ | 195,000 | |||
Annual Incentive Compensation
Our named executive officers are eligible to receive annually a discretionary cash bonus based on the financial performance of the Company as well as individual performance of each executive officer. In determining whether our executives were eligible for a bonus in fiscal year 2023, our Compensation Committee considered each officer’s performance in achieving the company’s strategic objectives during 2023, the stock price performance of the Company and the total compensation of each executive officer. Accordingly, the Compensation Committee elected not to award cash bonus awards to our named executive officers in fiscal year 2023.
Equity Compensation
To align compensation with long-term performance, our equity compensation plan allows for the grant of share options, restricted share units and restricted share awards to our named executive officers and other employees. Each named executive officer is eligible to be considered for an annual equity award.
In January 2023, pursuant to our named executive officer employment agreements, the Committee granted 40,000 and 25,000 restricted shares awards to Mr. Madhu and Mr. Timothy, respectively.
Employment Agreements
Each of our named executive officers is party to employment agreements that entitle them to certain elements of compensation and govern the terms of their employment with the Company, as described in more detail below. Pursuant to their employment agreements, the named executive officers are eligible to participate in the employee benefits programs we provide to all of our employees, including medical, dental, vision, life, and disability insurance, to the same extent made available to other employees, subject to applicable law. There are no additional benefits or perquisites applicable exclusively to any of the named executive officers.
Pursuant to the employment agreements, the named executive officers are subject to perpetual confidentiality restrictions and non-disparagement provisions, and non-solicitation restrictions with respect to the Company’s employees and customers and non-competition restrictions, in each case, for the duration of their employment and specified time thereafter.
The Company entered into amended and restated employment agreements with both Messrs. Madhu and Timothy on January 9, 2023.
Jay Madhu
On January 9, 2023, the Company entered into an Amended and Restated Employment Agreement with Mr. Madhu, with a term through December 31, 2025, and automatic renewals for additional successive 1-year terms unless notice of non-renewal is provided by the Company or Mr. Madhu at least ninety days prior to the renewal date. Under the terms of Mr. Madhu’s employment agreement, Mr. Madhu is currently paid a base salary of $312,500 per annum, payable monthly and adjustable annually, and an opportunity to be granted an annual incentive bonus at the discretion of the Board and participate in the Company’s equity incentive plan on the same terms as other senior executives. As such, the Company will annually grant to the executive 40,000 restricted shares under the 2021 Omnibus Plan, which will vest ratably on the first day of each calendar quarter over the 4 calendar quarters immediately following the grant date.
Mr. Madhu is eligible to participate in all of the Company’s pension, life insurance, health insurance, disability insurance and other benefit plans on the same basis as the Company’s other employee officers participate; entitled to a lump sum M&A transaction bonus of seven percent of the transaction value of certain mergers, stock sales, asset sales, or similar transactions by the Company or its subsidiaries; entitled to a lump sum payment equal to his base salary otherwise payable under the agreement for a three year severance period if terminated “without cause” or if he terminates his own employment for a “good reason event”, as those terms are defined in the agreement, in addition to any target bonus, restricted share award and M&A transaction bonus that would have been payable under the agreement during the applicable periods following the termination date; and subject to certain non-competition covenants and confidentiality provisions that the executive will abide by.
Wrendon Timothy
On January 9, 2023, the Company entered into an Amended and Restated Employment Agreement with Mr. Timothy, with a term through December 31, 2025, and automatic renewals for additional successive 1-year terms unless notice of non-renewal is provided by the Company or Mr. Timothy at least ninety days prior to the renewal date. Under the terms of Mr. Timothy’s employment agreement, Mr. Timothy is currently paid a base salary of $212,500 per annum, payable monthly and adjustable annually, and an opportunity to be granted an annual incentive bonus at the discretion of the Board and participate in the Company’s equity incentive plan on the same terms as other senior executives. As such, the Company will annually grant to the executive 25,000 restricted shares under the 2021 Omnibus Plan, which will vest ratably on the first day of each calendar quarter over the 4 calendar quarters immediately following the grant date.
Mr. Timothy is eligible to participate in all of the Company’s pension, life insurance, health insurance, disability insurance and other benefit plans on the same basis as the Company’s other employee officers participate; entitled to a lump sum M&A transaction bonus of three percent of the transaction value of certain mergers, stock sales, asset sales, or similar transactions by the Company or its subsidiaries; entitled to a lump sum payment equal to his base salary otherwise payable under the agreement for a three year severance period if terminated “without cause” or if he terminates his own employment for a “good reason event”, as those terms are defined in the agreement, in addition to any target bonus, restricted share award and M&A transaction bonus that would have been payable under the agreement during the applicable periods following the termination date; and subject to certain non-competition covenants and confidentiality provisions that the executive will abide by.
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The following table summarizes the compensation of our Named Executive Officers, or “NEOs”, in 20152022 and 2014.
Nonqualified | |||||||||
Non-Equity | Deferred | ||||||||
Stock | Option | Incentive Plan | Compensation | All Other | |||||
| Name and Principal Position | Year | Salary | Bonus | Awards (1) | Awards (2) | Compensation | Earnings | Compensation (3) | Total |
| Jay Madhu | 2015 | $220,000 | $- | 234,400 | 77,290 | - | - | $19,800 | $551,490 |
| President and Chief Executive Officer | 2014 | $200,000 | $60,000 | - | - | - | - | $3,600 | $263,600 |
| Wrendon Timothy | 2015 | $110,000 | $- | 117,200 | 38,645 | - | - | $11,700 | $277,545 |
| Financial Controller and Corporate Secretary | 2014 | $92,128 | $30,000 | - | - | - | - | $3,600 | $125,728 |
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation(2) | Total | |||||||||||||||||||||||||||
| Jay Madhu | 2023 | $ | 300,000 | - | 94,800 | - | - | - | $ | 5,305 | $ | 400,105 | ||||||||||||||||||||||||
| President and Chief Executive Officer | 2022 | $ | 285,000 | - | - | - | - | - | $ | 5,305 | $ | 290,305 | ||||||||||||||||||||||||
| Wrendon Timothy | 2023 | $ | 195,000 | - | 59,250 | - | - | - | $ | 5,305 | $ | 259,555 | ||||||||||||||||||||||||
| Chief Financial Officer and Corporate Secretary | 2022 | $ | 162,000 | - | - | - | - | - | $ | 5,305 | $ | 167,305 | ||||||||||||||||||||||||
| (1) | All stocks awards were granted under our 2021 Omnibus Incentive Plan. The value reported above in the “Stock Awards” column is the aggregate grant date fair value for the NEO’s restricted share awards granted in 2023, determined in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation”. |
| (2) | In both 2023 and 2022, Mr. Madhu received $5,305 in company contributions to our defined contribution pension plan. In both 2023 and 2022, Mr. Timothy received $5,305 in company contributions to our defined contribution pension plan. |
In 2015, Mr. Madhu received $16,200 in cash dividends on unvested restricted stock and $3,600 in company contributions to our defined contribution pension plan. Mr. Timothy received $8,100 in cash dividends on unvested restricted stock and $3,600 in company contributions to our defined contribution pension plan.
Our Compensation Committee, or our Board of Directors acting as our Compensation Committee granted stock option andmay grant share options or restricted stockshare awards under our 20142021 Omnibus Stock Incentive Plan. Set forth in the following table is information regarding restricted stock and option awards granted in 2015.
| Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All other Stock Awards: Number of Shares of Stock or Units (#)(1) | All other Option Awards: Number of Securities Underlying Options (#) (2) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | |
| Jay Madhu | 1/23/2015 | 1/23/2015 | - | - | 40,000 | 120,000 | $6.00 | 311,690 |
| Wrendon Timothy | 1/23/2015 | 1/23/2015 | - | - | 20,000 | 60,000 | $6.00 | 155,845 |
| Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All other Stock Awards: Number of Shares of Stock or Units (#)(1) | All other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | |||||||||||||||||||||
| Jay Madhu | 1/9/2023 | 1/9/2023 | - | - | 40,000 | - | $ | 0.00 | 94,800 | |||||||||||||||||||
| Wrendon Timothy | 1/9/2023 | 1/9/2023 | - | - | 25,000 | - | $ | 0.00 | 59,250 | |||||||||||||||||||
| (1) | The amount represents a grant of restricted shares made pursuant to our 2021 Omnibus Incentive Plan. The shares are subject to forfeiture upon termination of employment and restriction of transfer, and will vest ratably on the first day of each calendar quarter over the 4 calendar quarters immediately following the grant date, contingent on Mr. Madhu’s and Mr. Timothy’s continuous employment or service with the Company until the applicable vesting date. The shares were granted conditioned on service to the company and carry all the rights of a shareholder, including the right to receive dividends at the same rate applicable to all common shareholders. |
| (2) | The amounts reflect the aggregate grant date fair value for each NEO’s restricted share awards granted in 2024, determined in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation”. |
The amount represents a grant of restricted shares made pursuant to our stock incentive plan. The shares are subject to forfeiture upon termination of employment and restriction of transfer, and will vest in increments of 6.25% on a quarterly basis over a four-year period. The shares were granted conditioned on service to the company and carry all the rights of a shareholder, including the right to receive dividends at the same rate applicable to all common shareholders.
The following table sets forth information regarding outstanding stock option and restricted stock awards held by our NEOs at December 31, 2015,2023, including the number of shares underlying both exercisable and unexercisable portions of each option as well as the exercise price and expiration date of each outstanding option;option:
| Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||
| Jay Madhu | 120,000 | (1) | - | - | $ | 6.00 | 1/23/2025 | - | - | - | - | |||||||||||||||||||||||
| 25,000 | - | - | $ | 6.00 | 1/16/2026 | - | - | - | - | |||||||||||||||||||||||||
| 25,000 | - | - | $ | 6.06 | 1/20/2027 | - | - | - | - | |||||||||||||||||||||||||
| 200,000 | - | - | $ | 2.00 | 3/16/2029 | - | - | - | - | |||||||||||||||||||||||||
| 131,250 | 43,750 | - | $ | 6.00 | 3/2/2031 | - | - | - | - | |||||||||||||||||||||||||
| Wrendon Timothy | 60,000 | (2) | - | - | $ | 6.00 | 1/23/2025 | - | - | - | - | |||||||||||||||||||||||
| 10,000 | - | - | $ | 6.00 | 1/16/2026 | - | - | - | - | |||||||||||||||||||||||||
| 10,000 | - | - | $ | 6.06 | 1/20/2027 | - | - | - | - | |||||||||||||||||||||||||
| 90,000 | - | - | $ | 2.00 | 3/16/2029 | - | - | - | - | |||||||||||||||||||||||||
| 56,250 | 18,750 | - | $ | 6.00 | 3/2/2031 | - | - | - | - | |||||||||||||||||||||||||
| (1) | Mr. Madhu was awarded 120,000 stock options on January 23, 2015, 25,000 stock options on January 16, 2016, 25,000 stock options on January 20, 2017 and 200,000 stock options on March 16, 2019, all of which have fully vested. Mr. Madhu was awarded 175,000 stock options on March 2, 2021. The options vest quarterly in increments of 10,937.50. The remaining 43,750 options will vest over the next four (4) quarters, provided that Mr. Madhu remains employed by the Company. |
| (2) | Mr. Timothy was awarded 60,000 stock options on January 23, 2015, 10,000 stock options on January 16, 2016, 10,000 stock options on January 20, 2017 and 90,000 options on March 16, 2019, all of which have fully vested. Mr. Timothy was awarded 75,000 stock options on March 2, 2021. The options vest quarterly in increments of 4,687.50. The remaining 18,750 options will vest over the next four (4) quarters, provided that Mr. Timothy remains employed by the Company. |
| 18 |
Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |
| Jay Madhu | 30,000(1) | 90,000 | - | $6.00 | 1/23/2025 | 30,000(3) | $171,600 | - | - |
| Wrendon Timothy | 15,000(2) | 45,000 | - | $6.00 | 1/23/2025 | 15,000(4) | $85,800 | - | - |
Mr. Madhu was awarded 40,000 restricted shares on January 23, 2015. The restricted shares vested quarterly in increments of 2,500 commencing January 23, 2015. Unvested restricted shares of 30,000 will vest in quarterly increments of 2,500 over the next 12 quarters, provided that Mr. Madhu remains employed by the company.
The following table sets forth information regarding stock vested by our NEOs during the year ended December 31, 2015.2023. There were no options exercised by our named executive officers in 2015.
Option Awards | Stock Awards | |||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired On Vesting (#) | Value Realized on Vesting ($) (1) |
| Jay Madhu | - | - | 10,000 | $59,150 |
| Wrendon Timothy | - | - | 5,000 | $29,575 |
| Option Awards | Stock Awards | |||||||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired On Vesting (#) | Value Realized on Vesting ($) (1) | ||||||||||||
| Jay Madhu | - | - | 40,000 | $ | 61,600 | |||||||||||
| Wrendon Timothy | - | - | 25,000 | $ | 38,500 | |||||||||||
(1)
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company.
Year (a) | Summary Compensation Table Total for Principal Executive Officer (“PEO”) (1) (b) | Compensation Actually Paid to PEO (2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEOs”) (3) (d) | Average Compensation Actually Paid to Non-PEO NEOs (4) (e) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (5) (f) | Net Income (Loss) (millions) (6) (h) | ||||||||||||||||||
| 2023 | $ | 400,105 | $ | 346,193 | $ | 259,555 | $ | 191,429 | $ | 58.82 | $ | (9.91 | ) | |||||||||||
| 2022 | $ | 290,305 | $ | (213,164 | ) | $ | 167,305 | $ | (50,075 | ) | $ | 64.17 | $ | (1.79 | ) | |||||||||
| 2021 | $ | 293,200 | $ | 1,221,977 | $ | 161,260 | $ | 563,984 | $ | 300.53 | $ | 8.57 | ||||||||||||
| (1) | The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Madhu (President and CEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation - Summary Executive Compensation Table.” | |
| (2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Madhu, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Madhu during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Madhu’s total compensation for each year to determine the compensation actually paid: |
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards (a) ($) | Equity Award Adjustments (b) ($) | Compensation Actually Paid to PEO ($) | ||||||||||||
| 2023 | $ | 400,105 | $ | (94,800 | ) | $ | 40,888 | $ | 346,193 | |||||||
| 2022 | $ | 290,305 | $ | 0 | $ | (503,469 | ) | $ | (213,164 | ) | ||||||
| 2021 | $ | 293,200 | $ | (55,895 | ) | $ | 984,672 | $ | 1,221,977 | |||||||
| (a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” columns in the Summary Compensation Table for the applicable year. | |
| (b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | |||||||||||||||||||||
| 2023 | $ | 0 | $ | 0 | $ | 61,600 | $ | (21,430 | ) | $ | 718 | $ | 0 | $ | 40,888 | |||||||||||||
| 2022 | $ | 0 | $ | (363,860 | ) | $ | 0 | $ | (139,608 | ) | $ | 0 | $ | 0 | $ | (503,469 | ) | |||||||||||
| 2021 | $ | 662,318 | $ | 185,937 | $ | 104,113 | $ | 32,304 | $ | 0 | $ | 0 | $ | 984,672 | ||||||||||||||
| (3) | The Company has one other named executive officer, Mr. Timothy (Chief Financial Officer and Corporate Secretary), in the covered fiscal years. | |
| (4) | The Company has one other named executive officer, Mr. Timothy (Chief Financial Officer and Corporate Secretary), in the covered fiscal years. | |
| (5) | The cumulative Total Shareholder Return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our company’s share price at the end and the beginning of the measurement period by our company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2023 or 2022. | |
| (6) | The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |
| 20 |
Description of Pay Versus Performance Relationships
The following graphs show the relationship between the compensation actually paid (“CAP”) for our PEO and our total shareholder return and net income (loss) over the prior three fiscal years ending December 31, 2023, 2022 and 2021, as reported in the tables above. Total shareholder return values are measured from December 31, 2020, based on an assumed fixed investment of $100.
The primary purpose of the Audit Committee is to assist the Board in fulfilling its responsibilities relating to the general oversight of the Company’s financial reporting process. The Audit Committee conducts its oversight activities for the Company in accordance with the duties and responsibilities outlined in the Audit Committee charter.
The Company’s management is responsible for the preparation, consistency, integrity and fair presentation of the financial statements, accounting and financial reporting principles, systems of internal control and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company’s independent registered public accounting firm, Hacker Johnson, is responsible for performing an independent audit of the Company’s financial statements.
The Audit Committee hereby reports as follows:
| 1. | The Audit Committee has reviewed and discussed the audited financial statements of the Company as of and for the year ended December 31, 2023 with management.
THE AUDIT COMMITTEE Arun Gowda, Chairman Lesley Thompson Dwight Merren The following table sets forth the aggregate fees for services related to the years ended December 31,
Audit Committee’s Pre-Approval Policies and Procedures Our Audit Committee charter includes our policy regarding the approval of audit and non-audit services performed by our independent auditors. The Audit Committee is responsible for retaining and evaluating the independent auditors’ qualifications, performance and independence. The Audit Committee pre-approves all auditing services, internal control-related services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent auditors, subject to such exceptions for non-audit services as permitted by applicable laws and regulations. The Audit Committee may delegate this authority to a subcommittee consisting of one or more Audit Committee members, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals are presented to the full Audit Committee at its next meeting. Our Board The following table sets forth information regarding the beneficial ownership of our ordinary shares as of April
The percentages of ordinary shares beneficially owned are based on the
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REPORTS Based solely upon a review of Forms 3, 4 and 5 filed for the year ended December 31, Securities and Exchange Commission rules require us to disclose any transaction or currently proposed transaction in which we are a participant and in which any related person has or will have a direct or indirect material interest involving an amount that exceeds the lesser of $120,000 or one percent (1%) of the average of the company’s total assets as of the end of the last two completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of the company’s common stock, or an immediate family member of any of those persons. Reinsurance Contracts with Related Parties Administrative Services Agreement For the years ended December 31, 2023 and 2022, the Company recorded income of $80,000 and $90,000, respectively, from OAC Sponsor Ltd. under the Administrative Services Agreement, which is included in “net investment and other income” in the Company’s consolidated statements of operations. At December 31, 2023, the Company recorded a receivable of $62,000 relating to the Oxbridge Reinsurance Limited portion of the working capital loan which is included in “due from related parties” in the consolidated balance sheets. At December 31, 2022, the Company recorded a receivable of $45,000 which is included in “due from related parties” in the consolidated balance sheets. Mr. Timothy and Mr. Madhu are the executive officers of OAC Sponsor Ltd., and they also serve on its board of directors. Participating Notes During the year ending December 31, 2021, Mr. Jay Madhu, a director and officer of the Company and its subsidiaries, invested a principal amount of $68,000 in Series 2020-1 participating notes issued by our Oxbridge Re NS subsidiary. During the year ended December 31, 2023, Mr. Madhu received a payment of $76,000 representing partial redemption of principal and return on investment.
DeltaCat Re Tokens During TypTap Insurance Company (“ During Bridge Loan with Affiliate On September 11, 2023, the Company, along with seven (7) other investors, entered into a binding term sheet (“Bridge Agreement”) with Jet.AI to provide Jet.AI with an aggregate sum of $500,000 of short-term bridge financing pending its receipt of funds from its other existing financing arrangements. During the month of September 2023, and prior to the Bridge Agreement, Jet.AI had engaged in discussions with numerous third parties to secure short-term bridge funding but was not offered terms it found acceptable. The Bridge Agreement provides for the issuance of Notes in an aggregate principal amount of $625,000, reflecting a 20% original issue discount. The Notes bear interest at 5% per annum and mature on March 11, 2024. Jet.AI is required to redeem the Notes with 100% of the proceeds of any equity or debt financing at a redemption premium of 110% of the principal amount of the Notes. Jet.AI anticipates redeeming the Notes in full with proceeds expected to be received over the next several months from existing financing arrangements. An event of default under the Notes includes failing to redeem the Notes as provided above and other typical bankruptcy events of Jet.AI. In an event of default, the The Company invested the sum of $100,000 in the Notes and is recorded as “Loan Receivable” on the consolidated balance sheets at cost. On March 11, 2024, the Notes matured and were redeemed by Jet.AI in accordance with the Bridge Agreement. The Company receive an aggregate of $140,000 upon the redemption of the Notes. Wrendon Timothy, our Jet.AI. Policies for Approval or Ratification of Transactions with Related Persons Our policy for approval or ratification of transactions with related persons is for those transactions to be reviewed and approved by the Audit Committee. That policy is set forth in the Audit Committee Charter. Our practice is that such transactions are approved by a majority of disinterested directors. The policy sets forth no standards for approval. Directors apply their own individual judgment and discretion in deciding such matters. Neither the Board nor management intends to bring before the Meeting any business other than the matters referred to in the Notice of Annual General Meeting of Shareholders and this Proxy Statement. If any other business should come properly before the Meeting, or any adjournment or postponement thereof, the proxy holders will vote on such matters at their discretion.
Other Action at the Meeting As of the date of this Proxy Statement, the Company has no knowledge of any business, other than as described herein and customary procedural matters, which will be presented for consideration at the Meeting. In the event any other business is properly presented at the Meeting, the persons named in the accompanying proxy may, but will not be obligated to, vote such proxy in accordance with their judgment on such business. Shareholder Proposals for the Annual General Meeting of Shareholders in 2025 Pursuant to Rule 14a-8 of the Exchange Act, shareholder proposals must be received in writing by the Secretary of the Company no later than 120 days prior to the date of the Company’s proxy statement released to shareholders in connection with the Company’s previous year’s annual general meeting of shareholders and must comply with the requirements of Cayman Islands corporate law and the Articles in order to be considered for inclusion in the Company’s proxy statement and form of proxy relating to the annual general meeting of shareholders in Any shareholder proposal for the annual general meeting of shareholders in untimely. Under our Articles, the Board shall call an extraordinary general meeting upon receipt of signed “Members’ requisition” by shareholders holding more than 66.66% in par value of the issued shares which as of that date carry the right to vote at an extraordinary general meeting of the Company. Such Members’ requisition must also contain the proposal to be considered at (i.e. objects of) the meeting and must be signed by the requisitionists and deposited at the registered office of the Company. If the Board does not, within twenty-one days from the date of the deposit of the Members’ requisition, duly proceed to convene an extraordinary general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all the requisitionists, may themselves convene an extraordinary general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. Any extraordinary general meeting convened by the requisitionists shall be convened in the same manner as nearly possible as that in which extraordinary general meetings are convened by the Board. Delivery of Documents to Shareholders Sharing an Address Some companies, brokers, banks, and other holders of record may employ procedures, approved by the SEC, known as “householding.” Householding, which reduces costs associated with duplicate printings and mailings, means that we will send only one copy of our proxy materials to shareholders who share the same address. Shareholders sharing the same address will continue to receive separate proxy cards. If you own ordinary shares and would like to receive additional copies of our proxy materials, you may submit a request to us by: (i) mailing a request in writing to our Secretary at Costs of Solicitation The entire cost of this proxy solicitation will be borne by the Company, including expenses in connection with preparing, assembling, printing and mailing proxy solicitation materials. In addition to solicitation by mail, officers, directors and employees of the Company may solicit proxies by telephone, facsimile, electronic communication, in person or via the Internet, although no compensation will be paid for such solicitation.
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