16. Share-Based Compensation Plans

 

The fair value method of accounting recognizes share-based compensation to employees and non-employee directors in the consolidated statements of operations using the grant-date fair value of the stock options and other equity-based compensation expensed over the requisite service and vesting period.

For the purpose of determining the fair value of stock option awards, the Company uses the Black-Scholes option-pricing model. The Company elected a policy to accrue for compensation cost based on the number of awards that are expected to vest. An estimation of forfeitures is required when recognizing compensation expense which is then adjusted over the requisite service period should actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment to compensation in the period of change.

 

Excess tax benefits and tax deficiencies associated with share-based payment awards are required to be recognized as an income tax benefit or expense in net income with the corresponding cash flows recognized as an operating activity in the Consolidated Statement of Cash Flow.

Share Incentive Plan

 

On June 14, 2023, the Company’s Shareholders approved the Global Indemnity Group, LLC 2023 Share Incentive Plan (“the 2023 Plan”). The primary purpose of the 2023 Plan is to provide Global Indemnity a competitive advantage in attracting, retaining, and motivating officers, employees, consultants and non-employee directors, and to position Global Indemnity to offer incentives linked to the financial results of the Company’s business and increases in shareholder value. Under the 2023 Plan, the Company may issue up to 2.5 million class A common shares pursuant to awards granted under the Plan. The 2023 Plan replaced the Global Indemnity Group, LLC 2018 Share Incentive Plan, as amended and restated on August 28, 2020, which expired pursuant to its terms on March 4, 2023.

Options

Award activity for stock options granted under the Plan and the weighted average exercise price per share are summarized as follows:

 

 

 

Time-Based
Options

 

 

Performance-
Based Options

 

 

Total
Options

 

 

Weighted
Average Exercise
Price Per Share

 

 Options outstanding at January 1, 2023

 

 

800,000

 

 

 

46,667

 

 

 

846,667

 

 

 

30.54

 

Options issued

 

 

 

 

 

 

 

 

 

 

 

 

Options forfeited

 

 

(600,000

)

 

 

(46,667

)

 

 

(646,667

)

 

 

33.56

 

Options exercised

 

 

 

 

 

 

 

 

 

 

 

 

Options expired

 

 

 

 

 

 

 

 

 

 

 

 

Options purchased by the Company

 

 

 

 

 

 

 

 

 

 

 

 

 Options outstanding at December 31, 2023

 

 

200,000

 

 

 

-

 

 

 

200,000

 

 

 

20.77

 

Options issued

 

 

550,000

 

 

 

 

 

 

550,000

 

 

 

30.73

 

Options forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Options exercised

 

 

 

 

 

 

 

 

 

 

 

 

Options expired

 

 

 

 

 

 

 

 

 

 

 

 

Options purchased by the Company

 

 

 

 

 

 

 

 

 

 

 

 

 Options outstanding at December 31, 2024 (1)

 

 

750,000

 

 

 

 

 

 

750,000

 

 

 

28.07

 

Options issued (2)

 

 

50,000

 

 

 

 

 

 

50,000

 

 

 

36.25

 

Options forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Options exercised

 

 

 

 

 

 

 

 

 

 

 

 

Options expired

 

 

 

 

 

 

 

 

 

 

 

 

Options purchased by the Company

 

 

 

 

 

 

 

 

 

 

 

 

 Options outstanding at December 31, 2025

 

 

800,000

 

 

 

 

 

 

800,000

 

 

$

28.58

 

 Options exercisable at December 31, 2025

 

 

516,662

 

 

 

 

 

 

516,662

 

 

$

27.20

 

(1)
Of the options outstanding, 350,000 time-based stock options were granted with a weighted average exercise price per share of $30.00. One‑third of these options vested on March 6, 2025, with the remaining two‑thirds scheduled to vest in equal installments on March 6, 2026 and March 6, 2027. The remaining 400,000 time-based options represent stock options granted to the Company's Chief Executive Officer. See discussion below under Chief Executive Officer for additional information.
(2)
These time-based options were granted to the Company's Chief Executive Officer at a strike price of $36.25 and vest on December 31, 2028. See discussion below under Chief Executive Officer for additional information.

The Company recorded $0.7 million, $1.6 million, and $0.2 million of compensation expense for stock options under the Plan during the years ended December 31, 2025, 2024, and 2023, respectively.

The Company did not receive any proceeds from the exercise of options during 2025, 2024, or 2023 under the Plan.

Compensation expense related to options outstanding under the Plan as of December 31, 2025 is anticipated to be $0.8 million, $0.2 million, and $0.1 million in 2026, 2027, and 2028, respectively.

Option intrinsic values, which are the differences between the fair value of $28.38 at December 31, 2025 and the weighted average strike price of the option, are as follows:

 

 

 

Number
of Shares

 

 

Weighted Average Strike Price

 

 

Intrinsic Value

 

Outstanding

 

 

800,000

 

 

 

28.58

 

 

$1.5 Million

 

Exercisable

 

 

516,662

 

 

 

27.20

 

 

$1.5 Million

 

Exercised (1)

 

 

 

 

 

 

 

 

 

 

(1)
The intrinsic value of the exercised options is the difference between the fair market value at time of exercise and the strike price of the option.

 

The weighted average fair value of options granted under the Plan was $9.89 in 2025 and $5.72 in 2024 using a Black-Scholes option-pricing model and the following weighted average assumptions.

 

 

 

2025

 

2024

Dividend yield

 

2.8%

 

2.9%

Expected volatility

 

31.98%

 

28.88%

Risk-free interest rate

 

4.38%

 

4.32%

Expected option life

 

5.25 years

 

3.0 years

 

There were no options granted under the Plan in 2023.

The following tables summarize the range of exercise prices of options outstanding at December 31, 2025, 2024, and 2023:

 

Ranges of
Exercise Prices

 

Outstanding at December 31, 2025

 

 

 

Weighted Average Per
Share Exercise Price

 

 

Weighted Average
Remaining Life

$20.00 - $24.99

 

 

200,000

 

 

 

$

20.77

 

 

3.8 years

$30.00 - $34.99

 

 

550,000

 

 

 

$

30.73

 

 

3.8 years

$35.00 - $39.99

 

 

50,000

 

 

 

$

36.25

 

 

6.0 years

Total

 

 

800,000

 

 

 

 

 

 

 

Ranges of
Exercise Prices

 

Outstanding at December 31, 2024

 

 

 

Weighted Average Per
Share Exercise Price

 

 

Weighted Average
Remaining Life

$20.00 - $24.99

 

 

200,000

 

 

 

$

20.77

 

 

4.8 years

$30.00 - $34.99

 

 

550,000

 

 

 

$

30.73

 

 

4.8 years

Total

 

 

750,000

 

 

 

 

 

 

 

Ranges of
Exercise Prices

 

Outstanding at December 31, 2023

 

 

 

Weighted Average Per
Share Exercise Price

 

 

Weighted Average
Remaining Life

$20.00 - $24.99

 

 

200,000

 

 

 

$

20.77

 

 

5.8 years

Total

 

 

200,000

 

 

 

 

 

 

 

Advisory Fee related to Internal Reorganization

See Note 13 and Note 14 for additional information regarding the 550,000 class A common shares designated as class A-2 common shares issued to Fox Paine & Company, LLC.

 

Restricted Shares / Restricted Stock Units

The Plan also provides for the granting of restricted shares and restricted stock units to employees and non-employee Directors. The Company recognized compensation expense for restricted shares of $2.8 million, $3.0 million, and $2.7 million for 2025, 2024, and 2023, respectively. There is no unrecognized compensation expense for the non-vested restricted shares at December 31, 2025. The Company recognized compensation expense for restricted stock units of $0.2 million and $0.5 million for 2024 and 2023, respectively. The Company did not recognize any compensation expense for restricted stock units for 2025. There is no unrecognized compensation expense for the non-vested restricted stock units at December 31, 2025.

The following table summarizes the restricted stock grants since the 2003 inception of the original share incentive plan:

 

 

 

Restricted Stock Awards

 

Year

 

Employees

 

 

Directors

 

 

Total

 

Inception through 2022

 

 

1,171,576

 

 

 

928,060

 

 

 

2,099,636

 

2023

 

 

 

 

 

91,088

 

 

 

91,088

 

2024

 

 

 

 

 

94,503

 

 

 

94,503

 

2025

 

 

 

 

 

92,640

 

 

 

92,640

 

 

 

1,171,576

 

 

 

1,206,291

 

 

 

2,377,867

 

 

There were no non-vested restricted shares at December 31, 2025, 2024, and 2023.

 

The following table summarizes the restricted stock unit grants since the 2003 inception of the original share incentive plan through 2020:

 

 

 

 

 

 

 

Restricted Stock Unit Awards

 

Employees

 

 

336,736

 

Directors

 

 

41,667

 

 

 

378,403

 

 

No additional restricted stock units have been granted since 2020.

 

The following table summarizes the non-vested restricted stock units activity for the years ended December 31, 2025, 2024, and 2023:

 

 

 

Number
of Restricted
Stock Units

 

 

Weighted Average Price Per Restricted Stock Unit

 

Non-vested Restricted Stock Units at January 1, 2023

 

 

127,838

 

 

$

30.53

 

Restricted Stock Units issued

 

 

 

 

 

 

Restricted Stock Units vested

 

 

(61,652

)

 

 

30.43

 

Restricted Stock Units forfeited

 

 

(14,893

)

 

 

30.18

 

Non-vested Restricted Stock Units at December 31, 2023

 

 

51,293

 

 

$

30.75

 

Restricted Stock Units issued

 

 

 

 

 

 

Restricted Stock Units vested

 

 

(51,293

)

 

 

30.75

 

Restricted Stock Units forfeited

 

 

 

 

 

 

Non-vested Restricted Stock Units at December 31, 2024 and 2025

 

 

 

 

$

 

 

Upon vesting, the restricted stock units are converted to restricted class A common shares. Based on the terms of the restricted share and restricted stock unit grants, all forfeited shares revert back to the Company.

During 2025, 2024, and 2023, the Company granted 92,640, 94,503, and 91,088 class A common shares, respectively, at a weighted average grant date value of $29.80, $31.64, and $29.83 per share, respectively, to non-employee directors of the Company under the Plan. The Company previously granted 157,139 shares to a non-employee director with deferred vesting. These shares vested on January 13, 2023. All other shares granted to non-employee directors of the Company are fully vested but subject to certain restrictions.

 

There were no restricted class A common shares or restricted stock units granted to key employees during the years ended December 31, 2025, 2024, or 2023.

 

Book Value Rights ("BVR")

 

Book Value Rights are awards issued to employees and are indexed to Belmont Holdings GX, Inc.'s equity. The BVRs are paid in cash. The Company does have the ability to issue Global Indemnity Group, LLC's class A common shares in lieu of cash. Vesting of the BVRs are subject to the employee's continuous service with the Company and remaining in good standing through the vesting date.

The Company recorded $2.1 million, $1.9 million, and $0.6 million in compensation expense during the years ended December 31, 2025, 2024, and 2023, respectively, and had $3.2 million and $2.6 million accrued as of December 31, 2025, and 2024, respectively, related to the book value rights.

Chief Executive Officer

Effective October 21, 2022, Global Indemnity Group, LLC's Board of Directors appointed Joseph W. Brown as the Company's Chief Executive Officer ("CEO"). The CEO Agreement provided for a grant of 200,000 stock options to acquire the Company's class A common shares with an exercise price equal to the closing price of the Company’s class A common shares on the date of the grant. The options vested in four equal tranches as follows: 25% on each of November 1, 2022, February 1, 2023, May 1, 2023 and August 1, 2023 and are exercisable within 7 years of the grant. The stock options are subject to the terms and conditions for stock options as reflected in the Company’s 2018 Share Incentive Plan and written option agreement.

The Company entered into a new Chief Executive Officer Agreement ("2024 CEO Agreement") with Joseph W. Brown on January 18, 2024. The 2024 CEO agreement provides for a grant of 200,000 stock options to acquire the Company's class A common shares

with an exercise price equal to the closing price of the Company's class A common shares on the date of the grant. The options vested in four equal tranches as follows: 25% on each of the first business day of each quarter in 2024 and are exercisable within 7 years of the grant. The stock options are subject to the terms and conditions for stock options as reflected in the Company’s 2023 Share Incentive Plan and written option agreement.

The 2024 CEO Agreement further provides that on the first business day of each year, beginning in 2025 through 2028, if Mr. Brown is employed by the Company, he shall be granted 50,000 stock options to acquire the Company's class A common shares with an exercise price equal to the closing price of the Company's class A common shares on the date of the grant. The options, if granted, will vest on December 31, 2028 (subject to Mr. Brown remaining employed with the Company or serving on the Company's Board of Directors through the vesting date), and to the extent vested, are exercisable within 7 years of the grant notwithstanding any earlier termination of employment. The stock options are subject to the terms and conditions for stock options as reflected in the Company’s 2023 Share Incentive Plan and written option agreement.

Historical Timeline

Fiscal YearFiled
2025Mar 10, 2026Showing above
2024Mar 11, 2025
2023Mar 15, 2024
2022Mar 15, 2023
2021Mar 16, 2022
2020Mar 12, 2021
2019Mar 6, 2020
2018Mar 14, 2019
2017Mar 9, 2018
2016Mar 10, 2017
2015Mar 14, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.