James River Group Holdings DEF 14A Filing
Ticker: JRVR · Form: DEF 14A · Filed: Sep 18, 2024 · CIK: 1620459
| Field | Detail |
|---|---|
| Company | James River Group Holdings, Ltd. (JRVR) |
| Form Type | DEF 14A |
| Filed Date | Sep 18, 2024 |
| Risk Level | low |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $0.00125, $150 m, $1,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: proxy-statement, governance, shareholder-meeting
Related Tickers: JRMA
TL;DR
JRMA proxy filing out for Oct 24 meeting - vote your shares!
AI Summary
James River Group Holdings, Ltd. filed its definitive proxy statement (DEF 14A) on September 18, 2024, for its annual meeting on October 24, 2024. The filing concerns the company's governance and shareholder matters, including the election of directors and executive compensation. The company is incorporated in Bermuda and its fiscal year ends on December 31.
Why It Matters
This filing provides shareholders with crucial information regarding company leadership, voting matters, and executive compensation, enabling informed participation in corporate governance.
Risk Assessment
Risk Level: low — This is a routine proxy filing providing information to shareholders, not indicating new financial risks.
Key Numbers
- 1231 — Fiscal Year End (Indicates the end of the company's financial reporting period.)
Key Players & Entities
- James River Group Holdings, Ltd. (company) — Registrant
- 0001104659-24-100777.txt (document) — Filing document identifier
- 20240918 (date) — Filing date
- 20241024 (date) — Annual meeting date
FAQ
What is the purpose of a DEF 14A filing?
A DEF 14A filing, also known as a definitive proxy statement, is used by companies to solicit proxies from shareholders for an upcoming shareholder meeting, providing detailed information on matters to be voted upon.
When is the shareholder meeting for James River Group Holdings, Ltd.?
The shareholder meeting is scheduled for October 24, 2024.
What is the filing date of this proxy statement?
This definitive proxy statement was filed on September 18, 2024.
Where is James River Group Holdings, Ltd. incorporated?
James River Group Holdings, Ltd. is incorporated in Bermuda (State of Incorporation: D0).
What is the Standard Industrial Classification code for James River Group Holdings, Ltd.?
The SIC code is 6331, which corresponds to FIRE, MARINE & CASUALTY INSURANCE.
Filing Stats: 4,623 words · 18 min read · ~15 pages · Grade level 10.9 · Accepted 2024-09-18 06:02:06
Key Financial Figures
- $0.00125 — Convertible Preferred Shares, par value $0.00125 per share (the "Series A Preferred Shar
- $150 m — s"), for an aggregate purchase price of $150 million, or 2024 Proxy Statement 5 TA
- $1,000 — Proxy Statement 5 TABLE OF CONTENTS $1,000 per share. Pursuant to the Investment A
Filing Documents
- tm2419394-4_def14a.htm (DEF 14A) — 2305KB
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- sg_frankndorazio-bw.jpg (GRAPHIC) — 17KB
- 0001104659-24-100777.txt ( ) — 7342KB
- jrvr-20231231.xsd (EX-101.SCH) — 15KB
- jrvr-20231231_def.xml (EX-101.DEF) — 9KB
- jrvr-20231231_lab.xml (EX-101.LAB) — 55KB
- jrvr-20231231_pre.xml (EX-101.PRE) — 16KB
- tm2419394-4_def14a_htm.xml (XML) — 278KB
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 17 Compensation Discussion and Analysis 26 Summary Compensation Table 28 Grants of Plan-Based Awards 29 Outstanding Equity Awards at Fiscal Year-End 30 Option Exercises and Stock Vested 30 Pension Benefits & Nonqualified Deferred Compensation 30 Pay versus Performance 34 Potential Payments upon Termination or Change in Control 40 Chief Executive Officer Pay Ratio 40 Compensation Risk Assessment 42 EQUITY COMPENSATION PLAN INFORMATION 43 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 43 Policies and Procedures for Related Person Transactions 43 Related Party Transactions 44 SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 46 PROPOSAL NO. 1 ELECTION OF DIRECTORS 47 PROPOSAL NO. 2 RE-APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITOR 49 PROPOSAL NO. 3 APPROVAL OF THE 2023 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 50 PROPOSAL NO. 4 APPROVAL OF THE FREQUENCY OF FUTURE SHAREHOLDER VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 51 PROPOSAL NO. 5 TO APPROVE AN AMENDMENT TO THE JAMES RIVER GROUP HOLDINGS, LTD. 2014 LONG-TERM INCENTIVE PLAN 58 PROPOSAL NO. 6 TO APPROVE AN AMENDMENT TO THE JAMES RIVER GROUP HOLDINGS, LTD. 2014 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN 63 OTHER MATTERS 63 Delinquent Section 16(a) Reports 63 Other Business at the Annual Meeting 63 Shareholder Proposals and Director Nominations for the 2025 Annual General Meeting of Shareholders 64 Shareholders Sharing the Same Address 65 FREQUENTLY ASKED QUESTIONS 65 Where and when will the meeting take place? 65 What proposals are to be presented at the Annual Meeting and what are the Board of Directors recommendations? 65 Who is entitled to vote at the Annual Meeting? 66 How many votes do I have? 66 What is the difference between holding shares as a shareholder of record and as a beneficial owner? 66 What if I do not vote for some of the i
Forward-Looking Statements
Forward-Looking Statements A-1 APPENDIX A B-1 APPENDIX B TABLE OF CONTENTS PROXY STATEMENT DATED SEPTEMBER 18, 2024 FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER24, 2024 We are providing these proxy materials to you in connection with our 2024 Annual General Meeting of Shareholders, which we refer to in this proxy statement as the Annual Meeting. The Annual Meeting will be held at Rosewood Bermuda located at 60 Tucker's Point Drive, Hamilton Parish, HS 02 Bermuda on Thursday, October 24, 2024, at 8:00 a.m. local time. This proxy statement and our 2023 Annual Report are being made available to our shareholders beginning on or about September 18, 2024. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully. For information regarding voting your shares and other important information regarding the Annual Meeting, please see "Frequently Asked Questions" in this proxy statement. TABLE OF CONTENTS BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Nominees for Election as Directors The nominees for election as directors were recommended to our Board and approved for nomination by the Nominating and Corporate Governance Committee of our Board. Unless otherwise specified in the accompanying proxy, the shares voted on the proxy will be cast in favor of the election of Matthew B. Botein, Thomas L. Brown, Frank N. D'Orazio, Kirstin M. Gould, Dennis J. Langwell, Christine LaSala, Peter B. Migliorato and Ollie L. Sherman, Jr. Each of the nominees has consented to being named as a nominee in this proxy statement. If, for any reason, any nominee is unable or unwilling to serve, the persons named in the proxy will use their best judgment in selecting and voting for a substitute candidate or our Board of Directors may reduce the size of our Board and eliminate the vacancy. Our Board of Directors, however, has no reason to beli