GREENLIGHT CAPITAL RE, LTD.GLRE
GREENLIGHT CAPITAL RE, LTD. Stock Compensation Disclosure
SHARE-BASED COMPENSATION
On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan, or the 2023 Incentive Plan. The 2023 Incentive Plan replaces the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan, or the 2004 Stock Incentive Plan. The aggregate number of ordinary shares that are available to be delivered pursuant to awards granted under the 2023 Incentive Plan is equal to the sum of (i) 2,000,000 shares, and (ii) any shares that remained or otherwise become available under the 2004 Stock Incentive Plan as of July 25, 2023. If, after July 25, 2023, any award granted under the 2023 Incentive Plan or the 2004 Stock Incentive Plan is forfeited or otherwise expires, terminates or is canceled, then the number of ordinary shares subject to such award that were not issued shall become available for issuance under the 2023 Incentive Plan. The 2023 Incentive Plan is administered by the Compensation Committee of the Board of Directors.
At December 31, 2025, 2,932,559 (2024: 2,834,519) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan. Under this plan, the Company is authorized to issue restricted shares, RSUs, and stock options. Share-based awards contain restrictions relating to vesting (service-based and/or performance-based), forfeiture in the event of termination of employment, transferability, and other matters.
Restricted Shares
The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”):
Performance RSs | Service RSs | |||||||||||||||||||||||||
| Number of non-vested restricted shares | Weighted average grant date fair value | Number of non-vested restricted shares | Weighted average grant date fair value | |||||||||||||||||||||||
| Balance at December 31, 2023 | 1,042,688 | $ | 9.94 | 419,604 | $ | 9.18 | ||||||||||||||||||||
| Granted | — | — | 58,751 | 12.51 | ||||||||||||||||||||||
| Vested | (3,351) | 7.76 | (286,799) | 9.34 | ||||||||||||||||||||||
| Forfeited | (94,750) | 10.71 | — | — | ||||||||||||||||||||||
| Balance at December 31, 2024 | 944,587 | $ | 9.87 | 191,556 | 9.96 | |||||||||||||||||||||
| Granted | — | — | 56,322 | 13.05 | ||||||||||||||||||||||
| Vested | (222,532) | 9.65 | (134,418) | 10.02 | ||||||||||||||||||||||
| Forfeited | (374,474) | 9.08 | (2,212) | 9.85 | ||||||||||||||||||||||
| Balance at December 31, 2025 | 347,581 | $ | 10.87 | 111,248 | $ | 11.45 | ||||||||||||||||||||
For the year ended December 31, 2025, the Company granted 56,322 Service RSs (2024: 58,751) to independent directors as part of their remuneration for services to the Company. These will vest on the earlier of (i) the first anniversary of the date of the share issuance and (ii) the Company’s next annual general meeting, subject to the grantee’s continued service with the Company. During the vesting period, the independent directors retain voting rights on these Service RSs; but they are not entitled to any dividends declared until the Service RSs vest.
At December 31, 2025, there was $0.5 million (2024: $1.2 million) of unrecognized compensation cost relating to non-vested restricted shares, which the Company expects to recognize over a weighted-average period of 0.6 years (2024: 0.9 years). For the year ended December 31, 2025, the total fair value of RSs vested was $4.9 million (2024: $3.4 million).
Restricted Stock Units
The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the years ended December 31, 2025, and 2024:
Performance RSUs | Service RSUs | |||||||||||||||||||||||||
| Number of non-vested RSUs | Weighted average grant date fair value | Number of non-vested RSUs | Weighted average grant date fair value | |||||||||||||||||||||||
| Balance at December 31, 2023 | 154,445 | $ | 8.03 | 110,425 | $ | 8.78 | ||||||||||||||||||||
| Granted | 258,148 | 11.85 | 124,425 | 11.85 | ||||||||||||||||||||||
| Vested | (456) | 11.85 | (77,537) | 8.96 | ||||||||||||||||||||||
| Forfeited | (8,611) | 9.74 | (7,479) | 10.81 | ||||||||||||||||||||||
| Balance at December 31, 2024 | 403,526 | $ | 10.43 | 149,834 | 11.14 | |||||||||||||||||||||
| Granted | 185,551 | 13.16 | 149,435 | 13.16 | ||||||||||||||||||||||
| Vested | (38,752) | 6.82 | (62,041) | 10.46 | ||||||||||||||||||||||
| Forfeited | (59,502) | 7.55 | (12,477) | 12.34 | ||||||||||||||||||||||
| Balance at December 31, 2025 | 490,823 | $ | 12.10 | 224,751 | $ | 12.60 | ||||||||||||||||||||
The Service RSUs granted to employees vest evenly over three years on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSUs granted to employees in 2024 and 2025 will cliff vest at the end of a three-year performance period within a range of 0% and 200% of the awarded Performance RSUs, with a target of 100%. For Performance RSUs granted to employees prior to 2024, these will cliff vest at the end of a three-year performance period within a range of 25% and 100% of the awarded Performance RSUs, with a target of 50%.
At December 31, 2025, the total compensation cost related to non-vested RSUs not yet recognized was $3.1 million (2024: $1.2 million), which the Company expects to recognize over a weighted-average period of 1.6 years (2024: 1.7 years). For the year ended December 31, 2025, the total fair value of RSUs vested was $1.4 million (2024: $0.7 million).
Employee and Director Stock Options
During the year ended December 31, 2025, no stock options were granted to employees.
During the year ended December 31, 2024, 250,000 ordinary share purchase options were granted to the Company’s CEO, pursuant to his employment contract. These options vest 50,000 annually and expire in 10 years from the grant date. The grant date fair value of these options was $4.31 per share, based on the Black-Scholes option pricing model. The following inputs were used in this pricing model:
| Expected volatility | 36.4 | % | |||
| Expected term (in years) | 5 | ||||
| Expected dividend yield | — | % | |||
| Risk-free interest rate | 3.9 | % | |||
| Stock price at grant date | $ | 11.20 | |||
The following table summarizes the stock option activity:
| Number of options outstanding | Weighted average exercise price | Weighted average grant date fair value | Intrinsic value (in $ millions) | Weighted average remaining contractual term | |||||||||||||||||||||||||
| Balance at December 31, 2022 | 690,337 | $ | 22.25 | $ | 10.18 | $ | — | 4.0 years | |||||||||||||||||||||
| Expired | (38,197) | 26.44 | 13.09 | ||||||||||||||||||||||||||
| Balance at December 31, 2023 | 652,140 | 22.01 | 10.01 | — | 3.2 years | ||||||||||||||||||||||||
| Granted | 250,000 | 11.20 | 4.31 | ||||||||||||||||||||||||||
| Expired | (31,821) | 32.37 | 15.71 | ||||||||||||||||||||||||||
| Balance at December 31, 2024 | 870,319 | 18.52 | 8.17 | 0.7 | 4.2 years | ||||||||||||||||||||||||
| Expired | (40,683) | 26.67 | 12.29 | ||||||||||||||||||||||||||
| Balance at December 31, 2025 | 829,636 | $ | 18.12 | $ | 7.96 | $ | — | 3.4 years | |||||||||||||||||||||
The following table summarizes information about options exercisable:
| December 31, 2025 | December 31, 2024 | December 31, 2023 | |||||||||||||||
| Number of options exercisable | 629,636 | 620,319 | 652,140 | ||||||||||||||
| Weighted-average exercise price | $ | 20.32 | $ | 21.47 | $ | 22.01 | |||||||||||
| Weighted-average remaining contractual term | 1.9 | 2.3 | 3.2 | ||||||||||||||
Intrinsic value | $ | 0.2 | $ | — | $ | — | |||||||||||
During the year ended December 31, 2025, 50,000 options vested (2024: nil). The options that vested in 2025 had a weighted average grant date fair value of $4.31. At December 31, 2025, the total compensation cost related to non-vested options not yet recognized was $0.3 million (2024: $$0.6 million), which the Company expects to recognize over a weighted-average period of 2.2 years
Stock Compensation Expense
For the year ended December 31, 2025, the Company recorded $7.1 million (2024: $4.5 million, 2023: $6.1 million) of total stock compensation expense (net of forfeitures) - see Note 16 “Separation Agreement with Former CEO” during the year ended December 31, 2023. Forfeiture recoveries were immaterial for the current and last two fiscal years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 9, 2026 | Showing above |
| 2024 | Mar 10, 2025 | |
| 2023 | Mar 5, 2024 | |
| 2022 | Mar 8, 2023 | |
| 2021 | Mar 8, 2022 | |
| 2020 | Mar 10, 2021 | |
| 2019 | Mar 9, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 20, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 22, 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.