Maiden Holdings, Ltd.MHLA
Maiden Holdings, Ltd. Stock Compensation Disclosure
Share Compensation and Pension Plans
The Company’s Amended and Restated 2007 Share Incentive Plan ("2007 Plan") provided for grants of options, restricted shares and restricted share units. New shares were issued upon exercise of options and vesting of restricted shares and share units. The total number of common shares currently reserved for issuance under the Plan was 10,000,000. The 2007 Plan was administered by the Compensation Committee of the Board of Directors (the "Compensation Committee").
2019 Omnibus Incentive Plan
During the 2019 Annual General Meeting of Shareholders of the Company held on December 10, 2019, the 2007 Plan was terminated, assumed by and replaced with the 2019 Omnibus Incentive Plan ("2019 Omnibus Plan"). The Company filed the Form S-8 "Securities offered to employees pursuant to employee benefit plans" with the SEC on January 20, 2020, which covers the offer and resale of up to 11,289,956 of the Company's common shares. Such shares may be offered and sold from time to time by certain officers and directors of the Company who have acquired or will acquire shares pursuant to the 2019 Omnibus Plan. The 2019 Omnibus Plan is administered by the Compensation Committee.
Share Options
Exercise prices of options are established at or above the fair market value of the Company’s common shares at the date of grant. Under the 2019 Omnibus Plan, unless otherwise determined by the Committee and provided in an award agreement, 25% of the options will become exercisable on the first anniversary of the grant date, with an additional 6.25% of the options vesting each quarter thereafter based on the grantee’s continued employment over a four-year period, and will expire ten years after grant date.
The fair value of each option grant is separately estimated for each vesting date. The fair value of each option is amortized into compensation expense on a straight-line basis between the grant date for the award and each vesting date. The Company has estimated the fair value of all share option awards on the date of the grant by applying the Black-Scholes-Merton multiple-option pricing valuation model. The application of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense.
This table shows all share option activity under the 2019 Omnibus Plan for the years ended December 31, 2024 and 2023:
| Number of Share Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | Range of Option Exercise Prices (Low to High) | ||||||||||||||||||||||||||||
| Outstanding, December 31, 2022 | 144,000 | $ | 9.72 | 3.40 years | — | $3.24 | $13.98 | |||||||||||||||||||||||||
| Expired | (22,500) | 10.48 | ||||||||||||||||||||||||||||||
| Outstanding, December 31, 2023 | 121,500 | 9.58 | 2.97 years | — | $3.24 | $13.98 | ||||||||||||||||||||||||||
| Expired | (18,000) | 12.24 | ||||||||||||||||||||||||||||||
| Forfeited | — | |||||||||||||||||||||||||||||||
| Outstanding, December 31, 2024 | 103,500 | 9.12 | 2.41 years | — | $3.24 | $13.98 | ||||||||||||||||||||||||||
Total exercisable, December 31, 2024 | 103,500 | 9.12 | 2.41 years | — | $3.24 | $13.98 | ||||||||||||||||||||||||||
The weighted average grant date fair value is $1.85 (2023 - $2.22) for all options outstanding at December 31, 2024. All outstanding options as at December 31, 2024 and 2023 were fully vested. There were zero share options exercised during the years ended December 31, 2024 and 2023.
Restricted Shares
The fair value of each restricted share is determined based on the market value of the Company's common shares on the date of grant. The total estimated fair value is amortized as an expense on a straight-line basis over the requisite service period as determined by the Committee, which varies between to two years for employees and one year for directors.
Non-Performance-Based ("NPB") Restricted Shares
On or around June 1 each year, the Company grants $65 worth of compensation to each non-employee director in the form of either restricted shares, share options or cash. If non-cash compensation is granted to the non-employee directors, this will vest on the first anniversary of the grant date.
For the year ended December 31, 2024, the Company issued a total of 1,627,050 (2023 - 804,099) restricted shares to non-employee directors as well as employees for compensation related to their services. The restricted shares for non-employee directors were issued on June 1, 2024 pursuant to the 2019 Omnibus Plan and vest in full on June 1, 2025. The restricted shares issued to other employees will vest after two years of service. The total fair value of NPB Restricted Shares that vested during the year ended December 31, 2024 was $1,308 (2023 - $797).
14. Share Compensation and Pension Plans (continued)
Discretionary Performance-Based ("PB") Restricted Shares
During the year ended December 31, 2024, a total of zero (2023 - 225,490) restricted shares were granted to senior management pursuant to the 2019 Omnibus Plan, of which zero (2023 - 225,490) restricted shares vested immediately. The total fair value of PB Restricted Shares that vested during the year ended December 31, 2024 was $0 (2023 - $519).
The following table shows the summary of activity for the Company's restricted share awards:
| Non-Performance-Based Restricted Shares | Discretionary Performance-Based Restricted Shares | |||||||||||||||||||||||||
| Number of Restricted Shares | Weighted Average Grant-Date Fair Value | Number of Restricted Shares | Weighted Average Grant-Date Fair Value | |||||||||||||||||||||||
| Non-vested at December 31, 2022 | 492,463 | $ | 2.71 | — | $ | — | ||||||||||||||||||||
| Awards granted | 804,099 | 2.25 | 225,490 | 2.30 | ||||||||||||||||||||||
| Awards vested | (282,785) | 2.82 | (225,490) | 2.30 | ||||||||||||||||||||||
| Awards forfeited | (38,750) | 2.49 | — | — | ||||||||||||||||||||||
| Non-vested at December 31, 2023 | 975,027 | 2.31 | — | — | ||||||||||||||||||||||
| Awards granted | 1,627,050 | 1.56 | — | — | ||||||||||||||||||||||
| Awards vested | (566,443) | 2.31 | — | — | ||||||||||||||||||||||
| Non-vested at December 31, 2024 | 2,035,634 | 1.71 | — | — | ||||||||||||||||||||||
Total unrecognized compensation cost of $1,603 related to restricted shares at December 31, 2024, which will be recognized during the next 1.04 years. Total share-based expense for the year ended December 31, 2024 was $2,001 (2023 - $1,725).
The table above excludes 3,004,216 restricted shares granted as follows: (i) 450,980 restricted shares granted on March 15, 2022 that may be earned by certain executives of the Company starting at the conclusion of fiscal 2023 upon the achievement of certain financial metrics as established in the Company’s year-end audited consolidated financial statements, which metrics must be achieved by the end of fiscal 2025, in the sole discretion of the Compensation Committee, (ii) 300,000 restricted shares granted on March 17, 2023, that may be earned by certain executives of the Company starting at the conclusion of fiscal 2023 upon the achievement of certain financial metrics as established in the Company’s year-end audited consolidated financial statements, which metrics must be achieved by the end of fiscal 2026, in the sole discretion of the Compensation Committee; (iii) 300,000 restricted shares granted on March 17, 2023, that may be earned by certain executives of the Company starting at the conclusion of fiscal 2024 upon the achievement of certain financial metrics as established in the Company’s year-end audited consolidated financial statements, which metrics must be achieved by the end of fiscal 2026, in the sole discretion of the Compensation Committee; and (iv) 1,953,236 restricted shares granted on March 7, 2024, that may be earned in whole or in part by certain executives of the Company starting at the conclusion of fiscal 2024 upon the achievement of certain financial metrics as established in the Company’s year-end audited consolidated financial statements, which final valuation will be determined at the end of fiscal 2027, in the sole discretion of the Compensation Committee. In the years ended December 31, 2024 and 2023, the Company did not recognize any compensation expense related to these awards as none of the financial metrics were met.
Pension Plans
The Company provides pension benefits to eligible employees principally through its sponsorship of various defined contribution plans which vary by subsidiary. The Company’s total expenses for its defined contribution pension plans for the year ended December 31, 2024 was $783 (2023 - $795).
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Mar 10, 2025 | Showing above |
| 2023 | Mar 12, 2024 | |
| 2021 | Mar 14, 2022 | |
| 2018 | Mar 15, 2019 | |
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.