glre-20240425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934


Filed by the Registrant			ý
Filed by a Party other than the Registrant			o


Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to Section 240.14a-12

GREENLIGHT CAPITAL RE, LTD.

(Name of Registrant As Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


ý			No fee required.
o			Fee paid previously with preliminary materials
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

GREENLIGHT CAPITAL RE, LTD.

65 Market Street, Suite 1207
Jasmine Court, Camana Bay
P.O. Box 31110
Grand Cayman, KY1-1205
Cayman Islands

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

JULY 25, 2024

Notice is hereby given that the Annual General Meeting of Shareholders, or the Meeting, of Greenlight Capital Re, Ltd., or the Company, will be held at the Company’s offices at 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, Cayman Islands on July 25, 2024 at 8:00 a.m. (local time), for the following purposes:

1.To consider and vote upon a proposal to elect ten (10) directors to serve on the Board of Directors of the Company until the Annual General Meeting of Shareholders of the Company in 2025, or the 2025 Meeting;

2.To consider and vote upon a proposal to ratify the appointment of Deloitte Ltd. as the independent auditors of the Company for the fiscal year ending December 31, 2024;

3.To consider and cast a non-binding advisory vote on a resolution approving the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and

4.To transact any other business that may properly come before the Meeting or any adjournment or postponement 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 May 1, 2024 will be entitled to notice of, and to vote at, the Meeting or any adjournments or postponements thereof.

In accordance with rules adopted by the Securities and Exchange Commission, we are pleased to furnish these proxy materials to shareholders over the Internet rather than in paper form. We believe these rules allow us to provide our shareholders with expedited and convenient access to the information they need, while helping to conserve natural resources and lower the costs of printing and delivering proxy materials.

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 proposals 2 and 3.


						By Order of the Board of Directors,
						/s/ David Sigmon
						David Sigmon
						General Counsel, Chief Compliance Officer & Corporate Secretary
April 25, 2024
Grand Cayman, Cayman Islands

MEETING INFORMATION



DATE	TIME	PLACE
July 25, 2024	8:00 a.m., Local Time	65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, Cayman Islands

HOW TO VOTE

Your vote is very important. Whether or not you plan to attend the Meeting, we encourage you to read this proxy statement and submit your proxy so that your shares can be voted at the Meeting and to help us ensure a quorum at the Meeting. You may nonetheless vote in person if you attend the Meeting.



IN PERSON	BY PHONE	BY INTERNET	BY MAIL
You may come to the Meeting and cast your vote in person	1-800-690-6903	www.proxyvote.com	Mark, sign and date your proxy card and return it in the postage-paid envelope


			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD ON JULY 25, 2024: THE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, PROXY STATEMENT AND THE ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT www.envisionreports.com/GLRE

TABLE OF CONTENTS


			Page
GENERAL INFORMATION			1
PROXY SUMMARY			2
THE COMPANY AT A GLANCE			3
VOTING			9
VOTING SECURITIES AND VOTE REQUIRED			10
SOLICITATION AND REVOCATION			10
PROPOSAL ONE: ELECTION OF DIRECTORS OF THE COMPANY			11
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS AND COMMITTEES			18
DIRECTOR COMPENSATION			27
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF THE COMPANY’S AUDITORS			28
PROPOSAL THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION			28
COMPENSATION DISCUSSION AND ANALYSIS			31
SUMMARY COMPENSATION TABLE			43
GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2023			45
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023			50
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			52
PAY RATIO AND PAY VERSUS PERFORMANCE			57
AUDIT COMMITTEE REPORT			63
COMMON SHARE OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS			65
PRINCIPAL BENEFICIAL OWNERS OF COMMON SHARES			66
DELINQUENT SECTION 16(A) REPORTS			66
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS			67
OTHER MATTERS			69
ADDITIONAL INFORMATION			70
ANNEX 1 - NON-GAAP FINANCIAL MEASURES			73

GREENLIGHT RE

GREENLIGHT CAPITAL RE, LTD.

65 Market Street, Suite 1207, Jasmine Court, Camana Bay

P.O. Box 31110

Grand Cayman, KY1-1205

Cayman Islands

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS
JULY 25, 2024

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors, or our Board, of Greenlight Capital Re, Ltd., or the Company, of proxies for use at the Annual General Meeting of Shareholders of the Company, or the Meeting, to be held at 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, Cayman Islands on July 25, 2024 at 8:00 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 on Form 10-K for the fiscal year ended December 31, 2023, including consolidated financial statements, or the Annual Report, is included with this Proxy Statement for informational purposes and not as a means of soliciting your proxy. We will furnish any exhibit to our Annual Report at no charge to any shareholder who provides a written request to the Company’s Secretary at the address above. You can also access our filings with the Securities and Exchange Commission, including our Annual Reports and all amendments thereto, at www.sec.gov.

This Proxy Statement and the accompanying proxy card and Notice of Annual General Meeting of Shareholders are first being provided to shareholders on or about May 14, 2024.

Unless otherwise indicated or unless the context otherwise requires, all references in this Proxy Statement to “the Company,” “GLRE,” “we,” “us,” “our,” and similar expressions are references to Greenlight Capital Re, Ltd. All references to “Greenlight Re” are references to Greenlight Reinsurance, Ltd., a Cayman Islands reinsurer and wholly-owned subsidiary of GLRE. All references to “GRIL” are references to Greenlight Reinsurance Ireland, Designated Activity Company, an Ireland reinsurer and wholly-owned subsidiary of GLRE.

2024 PROXY STATEMENT 1

GREENLIGHT RE

PROXY SUMMARY

This summary highlights certain information in this Proxy Statement and does not contain all the information you should consider in voting your shares. Please refer to the complete Proxy Statement and our Annual Report prior to voting at the Meeting.

Items of Business

The items of business to be addressed at the Meeting are as follows:

1.Elect each of the ten (10) director nominees to serve on the Company’s Board of Directors until the Annual General Meeting of Shareholders of the Company in 2025, or the 2025 Meeting;

2.Ratify the appointment of Deloitte Ltd., an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2024;

3.Conduct a non-binding advisory vote on executive compensation; and

4.Transact any other business that may properly come before the Meeting or any adjournment or postponement thereof.

Recommendations of the Board

Our Board recommends that our shareholders take the following actions at the Meeting:


Proposal		Board Voting Recommendation	Page Reference

1	Election of the Company’s Board of Directors	FOR each nominee	11
2	Ratification of Company’s Auditors	FOR	28
3	Advisory Vote on Say-on-Pay	FOR	28

2 2024 PROXY STATEMENT

GREENLIGHT RE

THE COMPANY AT A GLANCE

Overview

Established in 2004, the Company provides multiline property and casualty insurance and reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland, and its Lloyd's platform, Greenlight Innovation Syndicate 3456. The Company complements its underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies. In 2018, the Company launched its Greenlight Re Innovations unit, which supports technology innovators in the (re)insurance space by providing investment capital, risk capacity, and access to a broad insurance network.

The Company’s business is comprised of

Three Strategic Pillars:

Open Market Reinsurance Underwriting

Innovations

Value Orientated Investment Strategy

Combination of lead and follow business determined by expertise and market intelligence

Leverage investment to provide optionality to participate in (re)insurance business opportunities

Designed to achieve higher rates of return over the long term than more traditional fixed income investment strategies

Small scale allows consistent review of all risks and dynamic allocation of capacity to best opportunities

Benefit from potential capital appreciation on early stage investments

Low correlation to underwriting

Long-short strategy reduces market exposure

Focus on short- and medium-tail risks where we can compete on similar terms with larger peers

For each investment, we have a high level of influence, diversification and option on future business

Liquid portfolio

2024 PROXY STATEMENT 3

GREENLIGHT RE

2023 Financial Highlights

The Company’s financial highlights for 2023 include:

Growth in Diluted Book Value Per Share: 16.8%

Net Income of $86.8 million

Combined Ratio of 94.5%

Underwriting Income of $32 million

Net Premiums Earned increased 24.2%

Total Investment Income of $66.1 million

Over the past five years,

Total Shareholders’ Equity

has increased as follows:

Dollars in Millions

4 2024 PROXY STATEMENT

GREENLIGHT RE

Contribution of all Three Strategic Pillars of the Company to Overall Results

The foregoing financial highlights, both in 2023 and measured by growth in shareholders’ equity over the past five years, demonstrate the strength of our go-forward strategy and dedication and hard work of our employees.1

We continue to prioritize long-term growth in diluted book value per share as a primary financial metric in measuring our Company’s performance, and believe our current strategy positions us for success under this metric.

In 2023, all three strategic pillars of the Company’s business contributed toward strong performance, including: (i) underwriting where we achieved our best combined ratio since 2009; (ii) our investment strategy where Solasglas Investments, LP, the fund we invest into, achieved a strong 9.4% return for the year despite volatile market conditions; and (iii) our Innovations strategy where we continued to grow and raise awareness of our brand in the industry.

Corporate Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of shareholders, strengthens Board and management accountability and helps build public trust in the Company. The section entitled “Corporate Governance and Board of Directors and Committees” below describes our corporate governance framework, which includes the following highlights:

•Annual election of directors

•Seven of our ten director nominees are independent, two are female and one is Hispanic

•Five of our ten director nominees joined our Board since 2021

•Comprehensive Code of Ethics and Business Conduct and Corporate Governance Guidelines

•Conflict of Interest and Related Party Transaction Policy

•Since July 2023, one class of ordinary shares across all shareholders

•Frequent executive sessions of independent members of the Board and Committees

•Separation of the roles of Board Chair, CEO and Lead Independent Director

•Nominating, Governance and Corporate Responsibility Committee participates in executive succession planning

•Directors elected by majority vote

•Annual Board self-assessment process

•Board and Committee review of strategic, operational and compliance risks

•"Whistleblower” hotline

•Ordinary Share Ownership Guidelines for Directors and Named Executive Officers adopted in 2021

•Amended and Restated Insider Trading Policy (including prohibition on hedging and pledging)

•Pay for Performance alignment

•Coordinated investor outreach

•No poison pill

•Clawback Policy

•Recently formed Sustainability Committee

Proxy Governance Shareholder Engagement

The Board values engaging regularly with the Company’s shareholders. The Company is committed to ongoing engagement with its stakeholders on all matters that are important to our shareholders, including executive compensation, governance, and board diversity. These proxy engagement efforts are led by the Company’s General Counsel under the oversight of the Nominating, Governance and Corporate Responsibility Committee, primarily in the months preceding each year’s annual general meeting, and take place through a variety of means including video conferences, telephone calls, quarterly live conference calls, in-person meetings and correspondence with our investors.

CEO Leadership Change and Appointment of Greg Richardson

On November 7, 2023, we announced that Simon Burton, our former CEO, would be departing from the Company and stepping down as a director effective December 31, 2023, and that Greg Richardson would be joining the Company as CEO and director effective January 1, 2024. Mr. Richardson brings numerous years of industry expertise and experience, from a number of underwriting and strategic positions, making him well suited for our CEO role. The Board thanks Mr. Burton for his numerous contributions over the years to help reshape the strategy of the Company, and is confident that under Mr. Richardson’s leadership, Greenlight is well-positioned for future success.

1 As of year-end 2023, we had 63 employees across our offices in the Cayman Islands, Dublin and London.

2024 PROXY STATEMENT 5

GREENLIGHT RE

Corporate Responsibility

Our Nominating, Governance and Corporate Responsibility Committee of our Board, or the Nominating, Governance and Corporate Responsibility Committee, has ultimate oversight over our corporate responsibility strategy and practices and is responsible for reporting to the Board periodically on these issues.

Recent initiatives in this area include:


July 2023			At our 2023 Annual General Meeting of Shareholders, following our Board’s approval and recommendation in order to improve the Company’s governance structure, shareholders approved eliminating the Company’s former dual-class shareholder structure so that all shareholders of the Company own a single class of ordinary shares.

October 2023			The Company formed its Sustainability Committee, a cross-functional management committee chaired by the Company’s General Counsel and comprised of employees across the Company in various offices. The committee was established to, among other things, champion the adoption and disclosure of sustainability practices across the Company, with oversight by the Nominating, Governance and Corporate Responsibility Committee.

1st Quarter 2024 and ongoing			Began greenhouse gas inventory of certain Scope 1 and 2 emissions for the 2024 calendar year from our operations.

Governance

We maintain our Code of Business Conduct and Ethics, or the Code of Ethics, that showcases our Company’s commitment to do the right thing. The Code of Ethics has important guidelines, expectations and information that our employees, officers and directors commit to, to guide their day-to-day business behavior. To further align the values of each company stakeholder, we also maintain an insider trading policy, share ownership and retention policy, conflict of interest and related party policies, clawback policy and corporate governance guidelines. See “Corporate Governance Highlights.”

Diversity, Equity and Inclusion

We aim to elevate one another’s thinking, challenge long-held beliefs and assumptions and positively influence the social, environmental and economic well-being of our employees and the communities in which we live and operate. We believe our organic efforts relating to diversity, equity and inclusion, as evidenced by the composition of our workforce, is an integral component to our success and our culture.

Anticipating the evolving needs of our business strategy demands diverse ideas, perspectives, expertise and continued innovation. As a part of this effort to build the Company’s future, we continue to focus on fostering a culture of inclusion to attract, develop and retain diverse talent at all levels. As of December 31, 2023, 43% of our employee base (across all different departments and occupations) was female.

6 2024 PROXY STATEMENT

GREENLIGHT RE

Diversity data of our employees, by job classification level captured by a survey of all of our employees in January 2024 with an 84% response rate, is below:


	HISPANIC OR LATINO		NON-HISPANIC OR LATINO
	MALE	FEMALE	MALE						FEMALE
			Caucasian or White	Black or African American	Native Hawaiian or Pacific Islander	Asian	Two or More Races or Ethnicities	Prefer not to say	Caucasian or White	Black or African American	Native Hawaiian or Pacific Islander	Asian	Two or More Races or Ethnicities	Prefer not to say
Executive/senior level officials and managers	0	0	7	1	0	0	1	0	2	0	0	0	0	0
First/mid level officials and managers	0	0	3	0	0	0	0	1	3	1	0	0	0	0
Professionals	1	1	7	2	0	1	0	1	6	1	1	1	1	0
Administrative support workers	0	1	0	0	0	3	0	0	3	2	0	0	2	0
Total	1	2	17	3	0	4	1	2	14	4	1	1	3	0

Our Company’s Chief Underwriting Officer, Cayman Islands, is female; our Head of Innovation Underwriting is of African origin and was born and grew up in Rwanda; and our recently appointed Active Underwriter for our Lloyd’s Syndicate is female and one of the few female active underwriters across the Lloyd’s market in the role.2

Additionally, the Company maintains a diverse Board. Our director nominees are nationally diverse, comprised of citizens from multiple countries and 20% of our director nominees are female. Diversity continues to be an important consideration in our approach to Board composition. Indeed, three of the last five of our most recent directors appointed to our Board have been diverse by gender or ethnicity, and the Company’s Compensation and Nominating, Governance and Corporate Responsibility Committees are both now chaired by female directors.

Community

We aim to positively influence social, environmental and economic conditions for our employees, and by extension the communities where we live and work.

The Company and our Board value each of our employees and remain committed to ensuring that a safe and healthy workplace and environment is maintained. The Company is helping our employees and their families thrive by offering comprehensive benefit plans and personal and professional wellness tools, including premium healthcare benefits, life and disability insurance, generous vacation allowances irrespective of title and position, a health and wellness stipend, a flexible work policy and company-sponsored access to professional development and training seminars and programs. In addition to fostering an environment of workplace respect, we encourage employees to preserve and promote a clean, safe, and healthy local and global environment. In addition, the Company offers, among other activities, social events organized by the Company’s Social Committee, and a new peer nominated employee recognition program put in place in early 2024.

The Company has had a Charity Committee since 2006, which is composed of employees with oversight from a designated executive officer. The Charity Committee considers donation requests by employees that focus on areas of environment, youth and sports, arts and culture and benevolence. Additionally, at the discretion of the designated executive officer, the Company matches contributions made by our employees to non-profit organizations, including to environmental and social causes. During 2023, the Company supported the Alex Panton Foundation which focuses on mental well-being, the YMCA, Meals on Wheels, LIFE—Literacy for Everyone and the Government of the Cayman Islands Department of Youth Services’ “Proud of them” campaign.

Since 2008, we have maintained a scholarship program that provides financial assistance to Caymanian students who wish to further their post-high school education, allowing them to obtain degrees or vocational training in the field of their choice. We are proud that during 2023, we provided scholarship funds to 13 Caymanian students to assist with their post-secondary education, and we have provided scholarship funds to over 100 students since inception of the program.

2 According to market research by the insurance publication Insurance Insider, as of late 2023, only nine of the 99 active underwriter positions at Lloyd’s syndicates were occupied by female executives. See https://www.insuranceinsider.com/article/2cebqh9pd83pd377auygw/london-market-section/dial-barely-shifts-on-female-numbers-in-lloyds-managing-agency-c-suite.

2024 PROXY STATEMENT 7

GREENLIGHT RE

Environmental

Climate change is a clear and present threat to the long-term health of our planet. Accordingly, the Company understands its responsibility not only to provide solutions that help our clients manage their environmental and climate change risks, but also to monitor and control our carbon usage and ecological impact resulting from our operations. Our Company is headquartered in Camana Bay, Grand Cayman, which is a community that values sustainable practices and initiatives, including a solar energy program, a recycling program, a farmers market to encourage locally-sourced food, and electric vehicle charging stations. We are also proud that our office in Dublin, which is our second largest by headcount and space, had its electricity supplied entirely by renewable sources for the 2023 year. In light of expanding office space requirements occasioned by growth of the Company, we continue to focus on commercial office spaces and locations that exhibit positive sustainability features.

Further, while our operations do not have a large physical footprint, we recognize that even the smallest measures contribute to minimizing our environmental impact and maximizing the sustainability of our business. As part of those small efforts, we have reduced our printing (including for instance a paperless claims processing system designed to eliminate the need for printing hard copies of claims files), started a new recycling program in our Cayman headquarters, leverage cloud application services and third party hosting to reduce datacenter processing, and promote flex hours and a work-from-home policy to help reduce traffic congestion and commuting emissions.

In addition, by virtue of our business, the Company assesses and offers protection against weather-related risks such as hurricanes, storms, wildfires and floods, helping businesses and individuals proactively manage their exposure to such risks. As insured losses from natural catastrophes continue to increase due to such factors as human population growth, urbanization, economic development and a higher concentration of assets in exposed areas, as well as a trend of increasing large losses from secondary perils (such as hail, flood, storm or bushfire), we continue to offer solutions to our clients and customers to help mitigate the increased costs that climate change is exacerbating. We actively include environmental risks within our modelling and risk management practices, in order to inform our underwriting decisions. Our continuous efforts to update and refine our risk perception in alignment with evolving loss and hazard trends allow us to remain agile and often more responsive than traditional vendor models. Our strategy in this area integrates a broad spectrum of data sources, including modelled cedant data and claims to inform our pricing and underwriting strategies. In assessing climate and environmental-related risks, we also rely on a diverse set of external data, including from the Intergovernmental Panel on Climate Change and National Oceanic and Atmospheric Administration.

Memberships & Sponsorships

The Company routinely considers professional affiliations and memberships with positive corporate responsibility impacts. For instance, the Company is currently as of year-end 2023 the only Cayman-headquartered active underwriting member of the Reinsurance Association of America (“RAA”), an organization that is committed to working with policymakers, regulators, and the scientific, academic and business communities to assist in promoting awareness and understanding of the risks associated with climate change. Among other activities in this area, the RAA is committed to promoting research on climate change, including improvements in the capability to assess climate change and extreme weather events, supports climate change awareness for insurers and policyholders, and supports the efforts of its members and other private market participants to develop and offer financial products and services using risk-based pricing to assist in managing the financial risk associated with climate change and catastrophic risk.

The Company also considers environmental causes with regard to its sponsorships and donations. For instance, the Company is a proud supporter and “diamond level” sponsor of the National Trust for the Cayman Islands and in 2023 provided donations to the National Trust in relation to wetlands and mangrove preservation. The National Trust is a nonprofit organization created to preserve the biodiversity of the Cayman Islands, working through education and conservation to protect environmentally sensitive areas across all three Cayman Islands.

8 2024 PROXY STATEMENT

GREENLIGHT RE

VOTING

Voting Procedures

As a shareholder of GLRE, you have a right to vote on certain business matters affecting GLRE. The proposals that will be presented at the Meeting and upon which you are being asked to vote are discussed below under the “Proposals” section. Each ordinary share of GLRE you own as of the record date, May 1, 2024, entitles you to one vote on each proposal presented at the Meeting, subject to certain provisions of our Articles, as described below under “Voting Securities and Vote Required.”

Electronic Availability of Proxy Materials for 2024 Annual Meeting

Under rules adopted by the Securities and Exchange Commission, or the SEC, we are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of those materials to each shareholder. On or about May 14, 2024 we will mail to our shareholders (other than those who previously requested electronic or paper delivery of all proxy materials) a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our annual report. The Notice of Internet Availability also instructs you on how to access your proxy card to vote over the Internet, by mail or telephone.

This process is designed to expedite shareholders’ receipt of proxy materials, help conserve natural resources and lower the cost of the Meeting. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

Requesting a Paper Copy of Proxy Materials

The SEC has adopted rules that permit companies to satisfy the delivery requirements for notices of annual meetings, proxy statements, proxy cards and annual reports with respect to two or more shareholders sharing the same address by delivering a single set of proxy materials to those shareholders. A single notice will be delivered to multiple shareholders sharing an address unless contrary instructions have been received. Shareholders sharing an address who are currently receiving multiple copies may also request delivery of a single copy. Any registered shareholder receiving a Notice of Internet Availability who would like to request a separate paper copy of these materials, should: (1) go to www.envisionreports.com/GLRE and follow the instructions provided; (2) send an e-mail message to investorvote@computershare.com with “Proxy Materials Greenlight Capital Re, Ltd.” in the subject line and provide your name, address and the control number that appears in the box on the Notice of Internet Availability, and state in the e-mail that you want a paper copy of current meeting materials; or (3) call our stock transfer agent (Toll Free) at 1(866) 641-4276.

2024 PROXY STATEMENT 9

GREENLIGHT RE

VOTING SECURITIES AND VOTE REQUIRED

As of April 19, 2024, 35,411,089 ordinary shares, par value $0.10 per share are issued and outstanding. This is our only class of equity shares outstanding and entitled to vote at the Meeting.

Ordinary Shares

Each ordinary share is entitled to one vote per share. However, except upon unanimous consent of our Board, no holder is permitted to acquire an amount of shares which would cause any person to own (directly, indirectly or constructively under applicable United States tax attribution and constructive ownership rules) 9.9% or more of the total voting power of the total issued and outstanding ordinary shares, such person referred to hereinafter as a 9.9% Shareholder. In May 2023, in connection with the proposals that passed at our 2023 AGM eliminating our former dual-class share structure, our Board consented to our Chairman David Einhorn beneficially owning more than 9.9% of the total voting power of the total issued and outstanding ordinary shares, up to the amount of ordinary shares beneficially owned by David Einhorn at the time of the consent (i.e., 6,254,714 ordinary shares).

Quorum; Vote Required

The attendance of two or more persons representing, in person or by proxy, more than 50% of the issued and outstanding ordinary shares as of May 1, 2024, the record date for the determination of persons entitled to receive notice of, and to vote at, the Meeting, or 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 votes cast by the holders of ordinary shares present in person or represented by proxy at a general meeting of the Company and entitled to vote will be required to elect each of the director nominees named in proposal 1 and to approve proposals 2 and 3, each set forth in the Notice of Annual General Meeting of Shareholders. Although the advisory votes in proposal 3 is non-binding as provided by law, our Board of Directors will review the result of the vote and take it into account in making future determinations concerning executive compensation.

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.

SOLICITATION AND REVOCATION

Proxies must be received by us by 11:59 p.m. (local time) on July 24, 2024, the day prior to the Meeting day. 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.

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 1, FOR each of proposals 2 and 3, each proposal as described herein as set forth on the accompanying form of proxy, and in accordance with the proxy holder’s best judgment as to any other business as 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.

10 2024 PROXY STATEMENT

GREENLIGHT RE

PROPOSAL ONE: ELECTION OF DIRECTORS OF THE COMPANY

The Articles provide that members of our Board shall be appointed annually for a term of appointment that will end at the conclusion of the Annual General Meeting of Shareholders of the Company following the one at which they were appointed. Currently, we have ten directors serving on our Board. At the recommendation of our Nominating, Governance and Corporate Responsibility Committee, our Board has nominated David Einhorn, Johnny Ferrari, Ursuline Foley, Leonard Goldberg, Victoria Guest, Ian Isaacs, Bryan Murphy, Joseph Platt, Daniel Roitman and Greg Richardson to serve as the directors of the Company, to be voted on by all holders of record of ordinary shares as of the Record Date. Our Board has no reason to believe that any nominee 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

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

Since

Independent

Member of Audit Committee

Member of Compensation Committee

Member of Underwriting Committee

Member of Nominating, Governance and Corporate Responsibility Committee

Greg Richardson

Director, Chief Executive Officer

2024

•

David Einhorn

Director (Chair)

2004

•

Johnny Ferrari

Director

2021

•

Ursuline Foley

Director

2021

•

Leonard Goldberg

Director

2005

•

Victoria Guest

Director

2021

•

Ian Isaacs

Director

2008 and 2004-2007

•

Bryan Murphy

Director

2008

•

Joseph Platt

Director (Lead Independent)

2022 and 2004-2021

•

Daniel Roitman

Director

2023

•

Chair

•

Member

There is no family relationship among any of the nominees, directors and/or any of the executive officers of the Company.

Each of the nominees have consented to serve as a director of the Company if elected.

2024 PROXY STATEMENT 11

GREENLIGHT RE

Director Nominee Skills and Qualifications

Our Board seeks directors with a broad range of skills, experience and perspectives in order to ensure effective oversight of the Company’s strategies and risks. The Board believes its members must be willing and able to devote adequate time and effort to Board responsibilities. In evaluating director candidates, the Nominating, Governance and Corporate Responsibility Committee evaluates attributes such as independence, integrity, expertise, breadth of experience, diversity, knowledge about the Company’s business and industry and ownership in the Company. The skills matrix below highlights our director nominees’ key skills and qualifications that are directly relevant to our business, strategy and operations. The Board reviews this matrix and the overall Board composition periodically in order to ensure the appropriate balance of diversity, knowledge and experience.

SEC Form DEF 14A filed by Greenlight Capital Re Ltd.