OXBRIDGE RE HOLDINGS LTD
10-Ks and 10-Qs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 ☒
|
|
|
Filed
by a Party other than the Registrant ⬜
|
|
|
Check
the appropriate box:
|
|
|
⬜
|
Preliminary
Proxy Statement
|
|
⬜
|
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
|
☒
|
Definitive
Proxy Statement
|
|
⬜
|
Definitive
Additional Materials
|
|
⬜
|
Soliciting
Material under §240.14a-12
|
OXBRIDGE RE HOLDINGS LIMITED
(Name
of Registrant As Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
|
☒
|
No fee
required.
|
||||||||||
|
⬜
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
||||||||||
|
|
|
|
|
|
|||||||
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
|
|
|||||||
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
|
|
|||||||
|
(3)
|
Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
|
|
|
||||||||
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
|||||||||
|
(5)
|
Total
fee paid:
|
|
|
|
|
|
|
||||
|
⬜
|
Fee
paid previously with preliminary materials.
|
||||||||||
|
⬜
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
|
||||||||||
|
(1)
|
Amount
Previously Paid:
|
|
|
|
|
|
|||||
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
|
|
|
||||||
|
(3)
|
Filing
Party:
|
|
|
|
|
|
|
|
|||
|
(4)
|
Date
Filed:
|
|
|
|
|
|
|
|
|
||
OXBRIDGE RE HOLDINGS LIMITED
Suite 201
42 Edward Street
P.O. Box 469
Grand Cayman, KY1-9006
Cayman Islands
NOTICE OF VIRTUAL ANNUAL GENERAL MEETING OF
SHAREHOLDERS
TO BE HELD ON MAY 14, 2020
Due to
the emerging public health impact of the coronavirus outbreak
(COVID-19) and to support and protect the health and well-being of
our partners and shareholders, notice is hereby given that the
Annual General Meeting of Shareholders (the “Meeting”)
of Oxbridge Re Holdings Limited (the “Company”,
“we” or “us”) will be held in a virtual
meeting format only. You will not be able to attend the Annual
Meeting physically. The Meeting will be held via a live webcast on
Thursday, May 14, 2020, at 9:00 a.m. (Central Time).
Shareholders may attend, vote and submit questions
during the Meeting via the Internet by firstly logging in
at
www.iproxydirect.com/oxbr
with
your Control ID and Request ID, and thereafter follow the
instructions to join the virtual meeting
.
You may also
attend the Meeting by proxy, and may submit questions ahead of the
Meeting through the designated website. We expect to resume in
person shareholder meetings in successive years. The Meeting will
have the following purposes:
1.
To consider and
vote upon a proposal to elect four directors to serve on the Board
of Directors of the Company until the Annual General Meeting of
Shareholders of the Company in 2021; and
2.
To consider and
vote upon a proposal to ratify the appointment of Hacker,
Johnson & Smith, P.A., as the independent auditors of the
Company for the fiscal year ending December 31,
2020.
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 April 9, 2020, will be
entitled to notice of, and to vote at, the Meeting or any
adjournments or postponements thereof. To be admitted to the annual
meeting, stockholders must enter the Control ID and Request ID
numbers found on their proxy card. 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 One and FOR
Proposal Two.
|
|
|
|
|
By
Order of the Board of Directors,
|
|
|
|
|
|
Jay
Madhu
|
|
|
Chief
Executive Officer
|
|
|
April
24, 2020
|
|
|
Grand
Cayman, Cayman Islands
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE
VIRTUAL SHAREHOLDER MEETING TO BE HELD ON MAY 14,
2020:
To access our Proxy Statement and our Annual Report to
Shareholders,
please visit
www.iproxydirect.com/oxbr or
www.oxbridgere.com/2020AGM
TABLE OF CONTENTS
OXBRIDGE RE HOLDINGS LIMITED
Suite 201
42 Edward Street
P.O. Box 469
Grand Cayman, KY1-9006
Cayman Islands
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 2020
G
ENERAL INFORMATION
This
Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Oxbridge Re Holdings Limited (the
“Company”) of proxies for use at the Annual General
Meeting of Shareholders of the Company (the “Meeting”
or “Annual Meeting”) to be held via a live webcast on
Thursday, May 14, 2020 at 9:00 a.m. (Central 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.
Shareholders may attend,
vote and submit questions during the Meeting via the Internet by
firstly logging in
at
www.iproxydirect.com/oxbr
with your
Control ID and Request ID, and thereafter follow the instructions
to join the virtual meeting
.
You may also attend the Meeting by
proxy and may submit questions ahead of the Meeting through the
designated website.
The Company’s Annual Report to
Shareholders is included with this Proxy Statement for
informational purposes and not as a means of soliciting your
proxy.
This
Proxy Statement and the accompanying proxy card and Notice of
Annual General Meeting of Shareholders are expected to be provided
to shareholders on or about April 28, 2020.
Matters to be Voted Upon at the Meeting
You are
being asked to consider and vote upon the following
proposals:
1.
To elect four
directors to serve on the Board of Directors of the Company (our
“Board”) until the Annual General Meeting of
Shareholders of the Company in 2021 (“Proposal One”);
and
2.
To ratify the
appointment of Hacker, Johnson & Smith, P.A., as the
independent auditors of the Company for the fiscal year ending
December 31, 2020 (“Proposal Two”).
Voting Procedures
As a
shareholder of the Company, you have a right to vote on certain
matters affecting the Company. The proposals that will be presented
at the Meeting and upon which you are being asked to vote are
discussed above. Each ordinary share of the Company you owned as of
the record date, April 9, 2020, entitles you to one vote on each
proposal presented at the Meeting, subject to certain provisions of
our Third Amended and Restated Memorandum and Articles of
Association (our “Articles”), as described below under
“Voting Securities and Vote Required.”
Attending the virtual Meeting
You may
attend the Annual Meeting online, including to vote and/or submit
questions during the meeting by firstly logging in at
www.iproxydirect.com/oxbr
with
your Control ID and Request ID, and thereafter follow the
instructions to join the virtual meeting.
The Annual Meeting will
begin at approximately 9:00 a.m. local time, with log-in beginning
at 8:45 a.m. on May 14, 2020.
1
You are
entitled to participate in the virtual Annual Meeting only if you
were a shareholder of record who owned the Company's ordinary
shares at the close of business on April 9, 2020. Each holder of
record is entitled to one vote per share. There were 5,733,587
ordinary shares outstanding and entitled to vote. To attend online
and participate in the Annual Meeting, shareholders of record will
need to use their Control ID and Request ID numbers on their proxy
card to log into www.iproxydirect.com/oxbr and to vote their
shares. Instructions should also be provided on the voting
instruction card provided by their broker, bank, or other
nominee.
We
encourage you to access the meeting prior to start time. Please
allow time for online check-in, which will begin at 8.45 a.m. local
time. If you have difficulties during the check-in time or during
the Annual Meeting, please call technical support at
844-399-3386
.
Shareholders have
multiple opportunities to submit questions to the Company for the
Annual Meeting. Shareholders who wish to submit a question in
advance may do so in the question tab of the webcast online during
the meeting.
Methods of Voting
You may
vote by mail, by telephone, over the Internet, or virtually at the
Meeting.
Voting by Mail
. You may vote
by signing the proxy card and returning it in the prepaid and
addressed envelope enclosed with the proxy materials. If you vote
by mail, we encourage you to sign and return the proxy card even if
you plan to attend the Meeting so that your shares will be voted if
you are unable to attend the Meeting.
Voting by Telephone
. To vote
by telephone, please follow the instructions included on your proxy
card and calling
866-752-VOTE
(8683)
. If you vote by telephone, you do not need to
complete and mail a proxy card. Telephone voting is available
through 11:59 p.m. (local time) on May 13, 2020, the day prior to
the Meeting day.
Voting over the Internet
. To vote
over the Internet, please follow the instructions included on your
proxy card enclosed with this proxy statement by
accessing
www.iproxydirect.com/oxbr
.
If you vote over the Internet, you do not need to complete and mail
a proxy card. Internet voting is available through 11:59 p.m.
(local time) on May 13, 2020, the day prior to the Meeting
day.
Voting virtually at the Meeting
.
If you attend the Meeting and plan to vote during the Meeting,
you should login to the meeting
through
www.iproxydirect.com/oxbr
and follow the instructions to vote or
submit questions during the meeting. Voting online during the
meeting will replace any previous votes, and the online polls will
close at 9:05 AM local time on May 14, 2020.
If your shares
are registered directly in your name, you are considered the
shareholder of record and you have the right to vote virtually at
the Meeting. If your shares are held in the name of your broker or
other nominee, you are considered the beneficial owner of shares
held in street name
. If you hold
shares in street name, you must vote by giving instructions to your
bank or broker. You should follow the voting instructions on the
form that you receive from your bank or broker.
V
OTING SECURITIES AND VOTE
REQUIRED
As of
April 9, 2020, the record date for the determination of persons
entitled to receive notice of, and to vote at, the Meeting (the
“Record Date”), 5,733,587 ordinary shares were issued
and outstanding. The ordinary shares are our only class of equity
securities outstanding and entitled to vote at the
Meeting.
Subject
to the provisions of the Articles, each ordinary share is entitled
to one vote per share. However, under the Articles, the Board shall
reduce the voting power of any holder that holds 9.9% or more of
the total issued and outstanding ordinary shares (such person, a
“9.9% Shareholder”) to the extent necessary such that
the holder ceases to be a 9.9% Shareholder. In connection with this
reduction, the voting power of the other shareholders of the
Company may be adjusted pursuant to the terms of the Articles.
Accordingly, certain holders of ordinary shares may be entitled to
more than one vote per share subject to the 9.9% restriction in the
event that our Board is required to make an adjustment on the
voting power of any 9.9% Shareholder.
2
Voting Reduction
The
applicability of the voting power reduction provisions to any
particular shareholder depends on facts and circumstances that may
be known only to the shareholder or related persons. Accordingly,
we request that any holder of ordinary shares with reason to
believe that it is a 9.9% Shareholder, contact us promptly so that
we may determine whether the voting power of such holder’s
ordinary shares should be reduced. By submitting a proxy, a holder
of ordinary shares will be deemed to have confirmed that, to its
knowledge, it is not, and is not acting on behalf of, a 9.9%
Shareholder. The directors of the Company are empowered to require
any shareholder to provide information as to that
shareholder’s beneficial ownership of ordinary shares, the
names of persons having beneficial ownership of the
shareholder’s ordinary shares, relationships with other
shareholders or any other facts the directors may consider relevant
to the determination of the number of ordinary shares attributable
to any person. The directors may disregard the votes attached to
ordinary shares of any holder who fails to respond to such a
request or who, in their judgment, submits incomplete, or
inaccurate information. The directors retain certain discretion to
make such final adjustments that they consider fair and reasonable
in all the circumstances as to the aggregate number of votes
attaching to the ordinary shares of any shareholder to ensure that
no person shall be a 9.9% Shareholder at any time.
Quorum; Vote Required
The
attendance of two or more persons representing, virtually or by
proxy, more than 50% in par value of the issued and outstanding
ordinary shares as of 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 issued and outstanding ordinary shares voted at the
Meeting is required for election of each of the director nominees
in Proposal One and for the approval of Proposal Two.
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.
Recommendation
Our
Board recommends that the shareholders take the following actions
at the Meeting:
1.
Proposal One
: to vote FOR the election
of each of the four director nominees to serve on the Board until
the Annual General Meeting of Shareholders of the Company in 2021;
and
2.
Proposal Two
: to vote FOR the
ratification of the appointment of Hacker, Johnson &
Smith, P.A., as the independent auditors of the Company for the
fiscal year ending December 31, 2020.
S
OLICITATION AND REVOCATION
Proxies
must be received by us by 11:59 p.m. (local time) on May 13, 2020,
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;
3
●
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 virtually at
the Meeting and vote virtually.
A
shareholder of record may revoke a proxy by any of these methods,
regardless of the method used to deliver the shareholder’s
previous proxy. If your ordinary shares are held in street name,
you must contact your broker, dealer, commercial bank, trust
company, or other nominee to revoke your proxy.
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 One and FOR Proposal Two,
and in accordance with the proxy holder’s best judgment as to
any other business that 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.
PROPOSAL
O
NE
ELECTION OF DIRECTORS OF THE COMPANY
Our
Articles currently provide that our Board shall consist of not less
than four (4) directors (exclusive of alternate directors). We
currently have four directors serving on our Board, and our Board
has nominated those four directors – Jay Madhu, Krishna
Persaud, Ray Cabillot, and Mayur Patel – for re-election as
directors to serve until the Annual General Meeting of Shareholders
of the Company in 2021.
Our
Board has no reason to believe that any of these director nominees
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
Each of
the director nominees is currently serving as a director of the
Company and is standing for re-election. 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
|
Director Since
|
|
|
|
|
|
|
Jay
Madhu
(3)(5)
|
53
|
Chairman
of the Board of Directors, Chief Executive Officer, and
President
|
2013
|
|
|
|
|
|
|
Krishna
Persaud
(1)(2)(4)(5)
|
58
|
Director
|
2013
|
|
|
|
|
|
|
Ray
Cabillot
(1)(2)(3)(4)(5)
|
57
|
Director
|
2013
|
|
|
|
|
|
|
Mayur
Patel, M.D.
(1)(2)(3)(4)
|
64
|
Director
|
2013
|
(1)
Member of Audit Committee.
(2)
Member of Compensation Committee.
(3)
Member of Underwriting Committee.
(4)
Member of Nominating and Corporate Governance
Committee.
(5)
Member of Investment Committee.
4
The
nominees have consented to serve as directors of the Company if
elected.
Set
forth below is biographical information concerning each nominee for
election as a director of the Company, including a discussion of
such nominee’s particular experience, qualifications,
attributes, or skills that led our Nominating and Corporate
Governance Committee and our Board to conclude that the nominee
should serve as a director of our Company.
Jay Madhu.
Mr. Madhu
has served as our Chief Executive Officer and President, and as a
director of our Company, since April 2013, and has served as
Chairman of the Board since January 2018. Mr. Madhu has also
served, since April 2013, as a director and the Chief Executive
Officer and President of our reinsurance subsidiary, Oxbridge
Reinsurance Limited. Mr. Madhu has also been a director of HCI
Group, Inc., a publicly traded holding company owning subsidiaries
primarily engaged in the property and casualty insurance business,
since May 2007. He also served as the President of Greenleaf
Capital, the real estate division of HCI Group, Inc., from June
2011 through June 2013 and as Vice President of Investor Relations
for HCI Group, Inc. from February 2008 through June 2013.
Mr. Madhu also served as Vice President of Marketing for HCI
Group, Inc. from 2008 to 2011. In his various positions at HCI
Group, Inc., Mr. Madhu’s responsibilities included
marketing, investor relations and management and oversight of HCI
Group’s real estate division. He has also been a director of
HCI Group’s wholly owned subsidiary, Claddaugh Casualty
Insurance Company Ltd (“Claddaugh”), since July 2010.
From August 2013 to April 2014, Mr. Madhu has served on the
board of directors of First Home Bancorp, Inc., a bank holding
company in Seminole, Florida. Mr. Madhu also served on the
board of directors of Wheeler Real Estate Investment Trust, Inc., a
publicly held real estate investment trust, from 2012 to June 2014.
As an owner and manager of commercial properties, Mr. Madhu
has been President of 5th Avenue Group LC, a real estate management
company, since 2002 and was President of Forrest Terrace LC, a real
estate management company, from 1999 until 2010. In addition,
Mr. Madhu is an investor in banking and health maintenance
organizations. He was also President of The Mortgage Corporation
Network (correspondent lenders) from 1996 to 2011. Prior to that,
Mr. Madhu was Vice President, mortgage division, at First
Trust Mortgage & Finance, from 1994 to 1996; Vice
President, residential first mortgage division, at Continental
Management Associates Limited, Inc., from 1993 to 1994; and
President, S&S Development, Inc. from 1991 to 1993. He attended
Northwest Missouri State University, where he studied marketing and
management.
Mr. Madhu
brings considerable business and marketing experience to our
Board.
Krishna Persaud.
Mr. Persaud has been a director of our Company
since April 2013. He has also been, since April 2013, a director of
our reinsurance subsidiary, Oxbridge Reinsurance Limited.
Mr. Persaud is a founder and the President, since June 2002,
of KPC Properties, LLC, a real estate investment firm, where he
leverages his knowledge and experience to identify opportunities to
add value to real properties in the state of Florida. He implements
a strategy of acquiring, adding value and relinquishing or holding
the improved asset. He has demonstrated consistent success in
implementing his strategy in real estate investments. Since June
2002, Mr. Persaud has been an asset manager, demonstrating the
ability to consistently exceed average market returns. From May
2007 to May 2011, Mr. Persaud was a director of HCI Group,
Inc., a publicly traded holding company owning subsidiaries
primarily engaged in the property and casualty insurance business.
Mr. Persaud received an award from the Tampa Bay INDOUS
Chamber of Commerce as one of the most successful businessmen of
the year in Tampa. Previously, he spent ten years working with
several consulting firms and municipalities providing design and
construction management services for a wide variety of building
systems and public works projects. Mr. Persaud earned his
Bachelor of Science degree in Mechanical Engineering and a
Master’s Degree in Civil Engineering from City College of
City University of New York. He holds licenses as a Professional
Engineer in the States of Florida, New York, and
California.
Mr. Persaud
brings considerable investment experience to our
Board.
Ray Cabillot.
Mr. Cabillot has been a director of our Company
since April 2013. He has also been, since April 2013, a director of
our reinsurance subsidiary, Oxbridge Reinsurance Limited. Since
1998, Mr. Cabillot has served as Chief Executive Officer and
director of Farnam Street Capital, Inc., the General Partner of
Farnam Street Partners L.P., a private investment partnership.
Prior to his service at Farnam Street Capital, Mr. Cabillot
was a Senior Research Analyst at Piper Jaffrey, Inc., an investment
bank and asset management firm, from 1989 to 1997. Early in his
career, Mr. Cabillot worked for Prudential Capital Corporation
as an Associate Investment Manager and as an Investment Manager.
Mr. Cabillot is currently a director for Pro-Dex, Inc. (PDEX)
and Air T Inc. (AIRT) and several private companies and, from 2006
to 2010, served as director and Chairman of the board for O.I.
Corporation (OICO). Mr. Cabillot earned his BA in economics
from St. Olaf College and an MBA from the University of Minnesota.
He is a Chartered Financial analyst (CFA).
5
Mr. Cabillot
brings considerable investment expertise to our Board.
Mayur Patel, M.D.
Dr. Mayur Patel has been a director of our Company
since October 2013. Since 1997, he has been a founding partner and
a practicing physician with American Radiology Services
(“ARS”) based in Baltimore, Maryland. In addition to
practicing Radiology at three hospitals and several free-standing
imaging centers, Dr. Patel plays an active role in the
administrative and financial functions of the group. He is an
elected member of the board of directors of American Radiology
Associates and in addition serves as the chairman of the finance
committee. He is also a member of the Retirement, Quality Assurance
and Operations committees. He has published many peer reviewed
articles and also co-authored a book chapter in the field of
Radiology. He has also lectured extensively both as an invited
guest speaker and also at national meetings in the field of
Radiology and Molecular Imaging. He has held academic appointments
as an Assistant Professor of Radiology at University of Vermont,
School of Medicine (1989-1992) and at University of Maryland,
School of Medicine (1989-2000). As a principal of ARS, he
participated in the group’s corporate affiliation in the
capital markets with Advent International (a global private equity
group) and with CML Healthcare (a Canadian based medical
diagnostics service provider). Dr. Patel is a double
board-certified physician and a diplomat of the American Board of
Radiology and American Board of Nuclear Medicine. Outside of
medicine, Dr. Patel has 20 years of experience in investing in
the public markets as well as in private equity offerings.
Dr. Patel is the brother-in-law of Paresh Patel, our former
Chairman of the Board who resigned from our Board effective
December 31, 2017.
Dr. Patel
brings considerable investment experience to our
Board.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS
VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR
NOMINEES NAMED ABOVE.
PROPOSAL
T
WO
RATIFICATION OF THE COMPANY’S AUDITORS
Upon
recommendation of the Audit Committee of the Company, our Board
proposes that the shareholders ratify the appointment of Hacker,
Johnson & Smith, P.A. (“Hacker Johnson”) to
serve as the independent auditors of the Company for the fiscal
year ending December 31, 2020. Hacker Johnson served as the
independent auditors of the Company for the fiscal years ended
December 31, 2013 through December 31, 2019.
Although
ratification is not required by law, our Board believes that
shareholders should be given the opportunity to express their views
on the subject. In the event of a negative vote on such
ratification, the Audit Committee will reconsider its selection.
Even if this appointment is ratified, the Audit Committee, in its
discretion, may direct the appointment of a different independent
registered public accounting firm at any time during the year if
the Audit Committee determines that such a change would be in the
best interest of the Company and its shareholders.
We do
not expect that a representative of Hacker Johnson will attend the
Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF THE
APPOINTMENT OF HACKER
JOHNSON AS THE COMPANY’S AUDITOR.
6
C
ORPORATE GOVERNANCE AND BOARD OF
DIRECTORS
Board Leadership Structure and Risk Oversight
Our
Company’s Board does not have a current requirement that the
roles of Chief Executive Officer and Chairman of the Board be
either combined or separated because the Board believes it is in
the best interest of our Company to make this determination based
upon the position and direction of the Company and the constitution
of the Board. The Board regularly evaluates whether the roles of
Chief Executive Officer and Chairman of the Board should be
combined or separated.
Since
the Company’s formation in 2013 through to December 31, 2017,
the Company had bifurcated the positions of Chairman of the Board
and Chief Executive Officer. Paresh Patel had served as Chairman of
the Board since April 2013 through to his resignation in December
2017. Jay Madhu has served as Chief Executive Officer of the
Company since April 2013 and took on the additional role of
Chairman of the Board effective January 1, 2018.
Our
independent directors have determined that the most effective
leadership structure for our Company at the present time is for our
Chief Executive Officer to also serve as our Chairman of the Board.
Our independent directors believe that because our Chief Executive
Officer is ultimately responsible for our day-to-day operations and
for executing our business strategy, and because our performance is
an integral part of the deliberations of our Board, our Chief
Executive Officer is the director best qualified to act as Chairman
of the Board. Our Board retains the authority to modify this
structure to best address our unique circumstances, and so advance
the best interests of all stockholders, as and when
appropriate.
We have
three independent directors and one non-independent director. We
believe that the number of independent, experienced directors on
our Board provides the necessary and appropriate oversight for our
Company.
Management is
primarily responsible for assessing and managing the
Company’s exposure to risk. While risk assessment is
management’s duty, the Audit Committee is responsible for
discussing certain guidelines and policies with management that
govern the process by which risk assessment and control is handled.
The Audit Committee also reviews steps that management has taken to
monitor the Company’s risk exposure. In addition, the
Underwriting Committee approves and reviews our underwriting
policies and guidelines, oversees our underwriting process and
procedures, monitors our underwriting performance and oversees our
underwriting risk management exposure. Management focuses on the
risks facing the Company, while the Audit Committee and the
Underwriting Committee focus on the Company’s general risk
management strategies and oversee risks undertaken by the Company.
We believe this division of responsibilities is the most effective
approach for addressing the risks facing our Company and that our
Board leadership structure supports this approach.
Board Committees and Meetings
Our
Board has five committees: an Audit Committee, a Compensation
Committee, a Nominating and Corporate Governance Committee, an
Underwriting Committee, and an Investment Committee. Each
committee, except for the Investment Committee, has a written
charter. The table below provides current membership information
for each of the committees.
7
|
|
|
|
Nominating and
|
|
|
|
|
Audit
|
Compensation
|
Corporate Governance
|
Underwriting
|
Investment
|
|
|
Committee
|
Committee
|
Committee
|
Committee
|
Committee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay
Madhu
|
|
|
|
X
|
X
|
|
|
|
|
|||
|
Krishna
Persaud
|
X
|
X*
|
X*
|
|
X
|
|
|
|
|
|
|
|
|
Ray
Cabillot
|
X*
|
X
|
X
|
X
|
X*
|
|
|
|
|
|
|
|
|
Mayur
Patel, M.D.
|
X
|
X
|
X
|
X*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
#
of meetings held in 2019
|
4
|
1
|
2
|
4
|
4
|
*
Committee
Chairperson
Our
Board held four meetings in 2019. Each of our directors attended at
least 80% of the meetings of the Board in 2019.
It is
our policy that directors are expected to attend the Annual General
Meeting of Shareholders in the absence of a scheduling conflict or
other valid reason.
All of our
directors attended our 2019 Annual General Meeting of
Shareholders.
The
Board has determined that (1) Jay Madhu does not qualify as an
independent director under the applicable rules of The Nasdaq Stock
Market and the Securities and Exchange Commission
(“SEC”) and (2) Krishna Persaud, Ray Cabillot and
Mayur Patel qualify as independent directors under the applicable
rules of The Nasdaq Stock Market and the SEC.
The
Board has also determined that all of the current members of the
Audit Committee, the Compensation Committee, and the Nominating and
Corporate Governance Committee qualify as independent directors
under the applicable rules of The Nasdaq Stock Market and
SEC.
Below
is a description of each committee of our Board.
Audit Committee
Our
Audit Committee consists of three members – Ray Cabillot,
Krishna Persaud, and Mayur Patel. Each of these individuals meets
all independence requirements for Audit Committee members set forth
in applicable SEC rules and regulations and the applicable rules of
The Nasdaq Stock Market. Ray Cabillot serves as Chairman of our
Audit Committee and qualifies as an “audit committee
financial expert” as that term is defined in the rules and
regulations established by the SEC.
The
Audit Committee has general responsibility for the oversight of our
accounting, reporting and financial control practices. The Audit
Committee is governed by a written charter approved by our Board,
which outlines its primary duties and responsibilities, and which
can be found on our website at
www.oxbridgere.com
.
Compensation Committee
Our
Compensation Committee currently consists of three members –
Krishna Persaud, Mayur Patel, and Ray Cabillot. Krishna Persaud
serves as Chairman of our Compensation Committee.
All of the current members of our
Compensation Committee qualify as independent directors under the
applicable rules of The Nasdaq Stock Market.
8
The
purpose of our Compensation Committee is to discharge the
responsibilities of our Board relating to compensation of our Chief
Executive Officer and to make recommendations to our Board relating
to the compensation of our other executive officers. Our
Compensation Committee, among other things, assists our Board in
ensuring that a proper system of compensation is in place to
provide performance-oriented incentives to management. Our
Compensation Committee has the authority to delegate its
responsibilities to a subcommittee or to officers of the Company to
the extent permitted by applicable law and the compensation plans
of the Company if it determines that such delegation would be in
the best interest of the Company. Our Compensation Committee may
engage a compensation consultant; however, it did not engage a
compensation consultant with respect to executive or director
compensation for 2018.
The
Compensation Committee is governed by a written charter approved by
our Board, which outlines its primary duties and responsibilities,
and which can be found on our website at
www.oxbridgere.com
.
Nominating and Corporate Governance Committee
Our
Nominating and Corporate Governance Committee is composed of three
members – Ray Cabillot, Mayur Patel, and Krishna Persaud.
Krishna Persaud serves as the Chairman of our Nominating and
Corporate Governance Committee. All of the members of our
Nominating and Corporate Governance Committee qualify as
independent directors under the applicable rules of The Nasdaq
Stock Market.
The
Nominating and Corporate Governance Committee makes recommendations
to our Board as to nominations for our Board and committee members,
as well as with respect to structural, governance, and procedural
matters. The Nominating and Corporate Governance Committee also
reviews the performance of our Board and the Company’s
succession planning. The Nominating and Corporate Governance
Committee is governed by a written charter approved by our Board,
which outlines its primary duties and responsibilities, and which
can be found on our website at
www.oxbridgere.com
.
The
Nominating and Corporate Governance Committee is responsible for
reviewing the criteria for the selection of new directors to serve
on the Board and reviewing and making recommendations regarding the
composition and size of the Board. When our Board decides to seek a
new member, whether to fill a vacancy or otherwise, the Nominating
and Corporate Governance Committee will consider recommendations
from other directors, management and others, including
shareholders. In general, the Nominating and Corporate Governance
Committee looks for directors possessing superior business judgment
and integrity who have distinguished themselves in their chosen
fields and who have knowledge or experience in the areas of
insurance, reinsurance, financial services or other aspects of the
Company’s business, operations or activities. In selecting
director candidates, the Nominating and Corporate Governance
Committee also considers the interplay of the candidate’s
experience with the experience of the other Board
members.
The
Nominating and Corporate Governance Committee will consider, for
director nominees, persons recommended by shareholders, who may
submit recommendations to the Nominating and Corporate Governance
Committee in care of the Company’s Secretary, at Suite 201,
42 Edward Street, P.O. Box 469, Grand Cayman, KY1-9006, Cayman
Islands. To be considered by the Nominating and Corporate
Governance Committee, such recommendations must be accompanied by a
description of the qualifications of the proposed candidate and a
written statement from the proposed candidate that he or she is
willing to be nominated and desires to serve if elected. Nominees
for director who are recommended by shareholders to the Nominating
and Corporate Governance Committee will be evaluated in the same
manner as any other nominee for director.
Underwriting Committee
The
Underwriting Committee consists of three members – Mayur
Patel, Jay Madhu, and Ray Cabillot. Mayur Patel serves as Chairman
of our Underwriting Committee. The Underwriting Committee’s
responsibilities include approving and reviewing our underwriting
policies and guidelines, overseeing our underwriting process and
procedures, monitoring our underwriting performance and overseeing
our underwriting risk management exposure. The Underwriting
Committee is governed by a written charter approved by our Board,
which outlines its primary duties and responsibilities, and which
can be found on our website at
www.oxbridgere.com
.
9
Investment Committee
The
Investment Committee consists of three members – Krishna
Persaud, Jay Madhu, and Ray Cabillot. Ray Cabillot serves as
Chairman of the Investment Committee. The Investment
Committee’s responsibilities include approving and reviewing
any changes to our investment guidelines, and monitoring investment
performance and market, credit and interest rate exposure as a
result of opportunistic investment decisions undertaken by
management. The Investment Committee is governed by investment
guidelines that have been approved by our Board. There is no
written charter for the Investment Committee.
E
XECUTIVE OFFICERS
|
|
|
|
|
|
Name
|
Age
|
Position
|
Position Since
|
|
Jay
Madhu*
|
53
|
Chief
Executive Officer, President, and Chairman of the Board (Principal
Executive Officer)
|
2013
|
|
|
|
|
|
|
Wrendon
Timothy
|
39
|
Chief
Financial Officer and Secretary (Principal Financial and Accounting
Officer)
|
2013
|
*
See biography above
under “Director Nominees”
Wrendon Timothy.
Wrendon Timothy has
served as our Chief Financial Officer and Secretary since
August 2013. Mr. Timothy has over twelve (12) years of
professional experience in business, audit and assurance service
both in Trinidad and the Cayman Islands. From September 2007
through July 2013, Mr. Timothy worked as an Audit Senior and
Audit Manager at PricewaterhouseCoopers Chartered Accountants in
the Cayman Islands, specializing in insurance and reinsurance
clients. From September 2005 through August 2007, Mr. Timothy
served as a Senior Accountant at KPMG Chartered Accountants in
Trinidad and Tobago. Mr. Timothy is a Fellow of the
Association of Chartered Certified Accountants and holds a
Postgraduate Diploma in Business Administration and a Master of
Business Administration, with Distinction (with Specialism in
Finance – with Distinction), from Heriott Watt University.
Mr. Timothy holds directorship with a number of privately-held
companies and not-for-profit organizations and is a member of the
Cayman Islands Institute of Professional Accountants (CIIPA) and an
Associate Member of the Chartered Governance Institute (formerly
known as the Institute of Chartered Secretaries and
Administrators)
D
IRECTOR COMPENSATION
All directors, other than Mr. Madhu, are entitled
to receive compensation from us for their services as directors.
Under the Articles, our directors may receive compensation for
their services as may be determined by our Board. During
2019,
none of our non-employee directors received cash or
equity compensation award. Director fees paid in cash were
indefinitely suspended since October 1, 2017.
S
HAREHOLDER COMMUNICATION
Our
Board has adopted a policy for handling shareholder communications
to directors. Shareholders may send written communications to our
Board or any one or more of the individual directors by mail, c/o
Secretary, Oxbridge Re Holdings Limited, Suite 201, 42 Edward
Street, P.O. Box 469, Grand Cayman, KY1-9006, Cayman Islands. There
is no screening process, other than to confirm that the sender is a
shareholder and to filter inappropriate materials and unsolicited
materials of a marketing or publication nature. All shareholder
communications that are received by the Secretary of the Company
for the attention of a director or directors are forwarded to such
director or directors.
10
EXECUTIV
E
COMPENSATION
The
following table summarizes the compensation of our Named Executive
Officers, or “NEOs”, in 2019 and 2018.
SUMMARY COMPENSATION TABLE
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
Name and
|
|
|
|
|
|
Non-Equity
|
Deferred
|
|
|
|
Principal
|
|
|
|
Stock
|
Option
|
Incentive Plan
|
Compensation
|
All Other
|
|
|
Position
|
Year
|
Salary
|
Bonus
|
Awards
|
Awards
(1)
|
Compensation
|
Earnings
|
Compensation
(2)
|
Total
|
|
Jay
Madhu
|
2019
|
$
232,000
|
-
|
-
|
72,838
|
-
|
-
|
$
5,305
|
$
310,143
|
|
President and Chief Executive Officer
|
2018
|
$
232,000
|
$
-
|
-
|
-
|
-
|
-
|
$
7,009
|
$
239,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wrendon
Timothy
|
2019
|
$
132,000
|
-
|
-
|
32,777
|
-
|
-
|
$
5,305
|
$
170,082
|
|
Chief Financial Officer and Corporate Secretary
|
2018
|
$
132,000
|
$
-
|
-
|
-
|
-
|
-
|
$
7,009
|
$
139,009
|
(1)
All
option awards were granted under our 2014 Omnibus Incentive Plan.
The value reported above in the "Option Awards" column is the
aggregate grant date fair value for the NEO's option awards granted
in 2019 and 2018, determined in accordance with FASB ASC Topic 718,
"Compensation—Stock Compensation". Assumptions used in the
calculation of these amounts are included in Note 11 of the Notes
to Consolidated Financial Statements in our Company’s Annual
Report on Form 10-K for the fiscal year ended December 31,
2019.
(2)
I
n 2019, Mr. Madhu received $5,305 (2018:
$7,009) in company contributions to our defined contribution
pension plan. During 2019, Mr. Timothy received $5,305 (2018:
$7,009) in company contributions to our defined contribution
pension plan.
GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2019
Our
Compensation Committee, or our Board of Directors acting as our
Compensation Committee granted stock options under our 2014 Omnibus
Incentive Plan. Set forth in the following table is information
regarding option awards granted in 2019. There were no restricted
stock awarded during 2019.
GRANTS OF PLAN BASED AWARDS FOR FISCAL YEAR 2019
|
|
Grant Date
|
Approval Date
|
Estimated Future Payouts Under Non-Equity Incentive Plan
Awards(1)
|
Estimated Future Payouts Under Equity Incentive Plan
Awards
|
All other Stock Awards: Number of Shares of Stock orUnits
(#)
|
All other Option Awards: Numberof Securities
Underlying Options (#)
(1)
|
Exercise or Base Price of Option Awards ($/Sh)
|
Grant Date Fair Value of Stock and Option Awards
($)
(2)
|
|
|
|
|
|
|
|
|
|
|
|
Jay
Madhu
|
3/16/2019
|
3/16/2019
|
-
|
-
|
-
|
200,000
|
$
2.00
|
72,838
|
|
|
|
|
|
|
|
|
||
|
Wrendon
Timothy
|
3/16/2019
|
3/16/2019
|
-
|
-
|
-
|
90,000
|
$
2.00
|
32,777
|
11
(1)
The amount represents a grant of stock options
made pursuant to our 2014 Omnibus Incentive Plan. The options were
granted conditioned on service to the company and
are subject
to forfeiture upon termination of employment and restriction of
transfer. The options will vest in increments of 6.25% on a
quarterly basis over a four calendar-year period and will expire on
the 10
th
anniversary
of the date of grant unless earlier exercised or earlier terminated
due to termination of employment.
(2)
The amounts reflect
the aggregate grant date fair value for each NEO’s restricted
share and option awards granted in 2019, determined in accordance
with FASB ASC Topic 718, “Compensation—Stock
Compensation”.
Employment Agreements
Jay Madhu
On
July 18, 2013, we entered into an executive employment
agreement with Jay Madhu, our Chief Executive Officer and
President. Under the terms of this agreement, as amended,
Mr. Madhu’s employment commenced on July 18, 2013 and
continued for three years. Following this initial three-year term,
we extended Mr. Madhu’s employment for an additional
three-year term, after which the agreement will automatically renew
for additional one-year terms unless either party chooses not to
renew.
The
executive employment agreement entitles Mr. Madhu to receive:
(1) an annual base salary of $232,000, (2) additional
compensation granted by our Board (or a committee thereof) and
(3) medical, dental, life, disability, and retirement
benefits.
If
Mr. Madhu’s employment is terminated by us for good
cause or if Mr. Madhu terminates his employment with us, he
will be entitled to: (1) his accrued base salary and accrued
vacation pay and other paid time off, in each case through his date
of termination, and (2) reimbursement for expenses accrued
through his date of termination.
If
Mr. Madhu’s employment is terminated by us without good
cause, he will be entitled to: (1) his accrued base salary and
accrued vacation pay and other paid time off, in each case through
the date of termination, (2) reimbursement for expenses
accrued through his date of termination, and (3) the amount of
base salary that would have been payable through the term of the
agreement (excluding future automatic renewals) if his employment
had not been terminated. If such termination is within three years
following a change of control, Mr. Madhu will be entitled to
receive, in lieu of the amount described in clause
(3) directly above, an amount equal to 2.9 times the total
amount of his annual base salary. If Mr. Madhu’s
employment is terminated due to his death or incapacity, it will be
deemed to be a termination without good cause.
Mr. Madhu’s
executive employment agreement also contains non-compete and
non-solicitation provisions.
Wrendon Timothy
Wrendon
Timothy is our Chief Financial Officer and Secretary, and his
employment with us commenced on August 1, 2013. Under the
terms of this agreement, as amended, Mr. Timothy’s
employment commenced on August 1, 2013 and continued for three
years. Following this initial three-year term, we extended Mr.
Timothy’s employment for an additional three-year term, after
which the agreement will automatically renew for additional
one-year term unless either party chooses not to renew. Under the
agreed upon terms of employment, Mr. Timothy is entitled to
receive a basic gross salary of $132,000 per year, payable monthly.
His salary will be reviewed annually and may be adjusted at our
discretion. We will also pay the monthly premiums for
Mr. Timothy’s medical, dental, and vision insurance, and
match Mr. Timothy’s contributions to his pension plan.
Finally, Mr. Timothy will be eligible to receive a
discretionary bonus and any other compensation which will be based
on our financial performance and Mr. Timothy’s personal
performance.
We may
terminate Mr. Timothy’s employment without notice in the
event of serious or persistent misconduct or breach of the agreed
upon terms of Mr. Timothy’s employment or for cause. In
other circumstances, the party that wishes to terminate
Mr. Timothy’s employment must provide 60 days’
prior written notice.
12
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2019
The following table sets forth information regarding outstanding
stock option and restricted stock awards held by our NEOs at
December 31, 2019, including the number of shares underlying both
exercisable and unexercisable portions of each option as well as
the exercise price and expiration date of each outstanding
option;
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2019
|
|
Number of Securities Underlying Unexercised Options
Exercisable
(#)
|
Number of Securities Underlying Unexercised Options Unexercisable
(#)
|
Equity Incentive Plan Awards: Number of Securities Underlying
Unexercised Unearned Options
(#)
|
|
Option Exercise Price
($)
|
Option
Expiration
Date
|
Number of Shares or Units of Stock That Have Not
Vested
(#)
|
Market Value of Shares or Units of Stock That Have Not
Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or
Other Rights That Have Not Vested
(#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned
Shares, Units or Other Rights That Have Not
Vested
($)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay Madhu
|
120,000
|
(1)
|
-
|
-
|
$
|
6.00
|
1/23/2025
|
-
|
(3)
|
-
|
-
|
-
|
|
|
25,000
|
|
-
|
-
|
$
|
6.00
|
1/16/2026
|
-
|
|
-
|
-
|
-
|
|
|
18,750
|
|
6,250
|
-
|
$
|
6.06
|
1/20/2027
|
-
|
|
-
|
-
|
-
|
|
|
50,000
|
|
150,000
|
-
|
$
|
2.00
|
3/16/2029
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wrendon Timothy
|
60,000
|
(2)
|
-
|
-
|
$
|
6.00
|
1/23/2025
|
-
|
(4)
|
-
|
-
|
-
|
|
|
10,000
|
|
-
|
-
|
$
|
6.00
|
1/16/2026
|
-
|
|
-
|
-
|
-
|
|
|
7,500
|
|
2,500
|
-
|
$
|
6.06
|
1/20/2027
|
-
|
|
-
|
-
|
-
|
|
|
22,500
|
|
67,500
|
-
|
$
|
2.00
|
3/16/2029
|
-
|
|
-
|
-
|
-
|
(1)
Mr. Madhu was awarded 120,000 stock options on January 23, 2015 and
25,000 stock options on January 16, 2016, both of which are fully
vested. Mr. Madhu was awarded 25,000 stock options on January 20,
2017. The options vest quarterly in increments of 1,562.50. The
remaining 6,250 options will vest over the next 4 quarters,
provided that Mr. Madhu remains employed by the Company. Mr. Madhu
was also awarded 200,000 stock options on March 16, 2019. The
options vest quarterly in increments of 12,500. The remaining
150,000 options will vest over the next 12 quarters, provided that
Mr. Madhu remains employed by the Company.
(2)
Mr. Timothy was awarded 60,000 stock options on January 23, 2015
and 10,000 stock options on January 16, 2016, both of which are
fully vested. Mr. Timothy was awarded 10,000 stock options on
January 20, 2017. The options vest quarterly in increments of 625.
The remaining 2,500 options will vest over the next 4 quarters,
provided that Mr. Timothy remains employed by the Company. Mr.
Timothy was also awarded 90,000 stock options on March 16, 2019.
The options vest quarterly in increments of 5,625. The remaining
67,500 options will vest over the next 12 quarters, provided that
Mr. Timothy remains employed by the Company.
(3)
Mr. Madhu was awarded 40,000 restricted shares on
January 23, 2015.
The restricted shares
are fully vested and exercisable.
(4)
Mr. Timothy was awarded 20,000 restricted shares
on January 23, 2015.
The restricted shares
are fully vested and exercisable.
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2019
There were no stock awards vesting or options exercised by our
NEO’s during the year ended December 31,
2019.
13
A
UDIT COMMITTEE REPORT
The
primary purpose of the Audit Committee is to assist the Board in
fulfilling its responsibilities relating to the general oversight
of the Company’s financial reporting process. The Audit
Committee conducts its oversight activities for the Company in
accordance with the duties and responsibilities outlined in the
Audit Committee charter.
The
Company’s management is responsible for the preparation,
consistency, integrity, and fair presentation of the financial
statements, accounting, and financial reporting principles, systems
of internal control, and procedures designed to ensure compliance
with accounting standards, applicable laws, and regulations. The
Company’s independent registered public accounting firm,
Hacker Johnson, is responsible for performing an independent audit
of the Company’s financial statements.
The Audit Committee hereby reports as follows:
1.
The Audit Committee has reviewed and
discussed the audited financial statements of the Company as of and
for the year ended December 31, 2019 with management.
2.
The Audit Committee
has discussed with Hacker Johnson, the Company’s independent
auditors for the year ended December 31, 2019, the matters required
to be discussed by Public Company Accounting Oversight Board
(“PCAOB”) Auditing Standard No. 16, Communications with
Audit Committees.
3.
The Audit Committee
has received the written disclosures and the letter from Hacker
Johnson required by applicable requirements of the PCAOB regarding
Hacker Johnson’s communications with the Audit Committee
concerning independence, and has discussed with Hacker Johnson its
independence.
4.
Based
upon the review and discussion referred to in paragraphs (1)
through (3) above, the Audit Committee recommended to the Board,
and the Board has approved, that the audited financial statements
be included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2019, for filing with the
SEC.
THE AUDIT COMMITTEE
|
Raymond Cabillot, Chairman
|
|
|
|
|
|
Mayur Patel
Krishna Persaud
|
|
|
|
|
14
I
NDEPENDENT PUBLIC ACCOUNTANT FEES AND
SERVICES
The following table sets forth the aggregate fees for services
related to the years ended December 31, 2019 and 2018 as
provided by Hacker, Johnson & Smith PA, our principal
accountant:
|
|
2019
|
2018
|
|
Audit
Fees (a)
|
$
52,000
|
$
52,000
|
|
Audit-related
fees
|
-
|
-
|
|
Tax
fees
|
-
|
-
|
|
All
other fees
|
-
|
-
|
|
Total
|
$
52,000
|
$
52,000
|
|
|
(a)
|
Audit
Fees represent fees billed for professional services rendered for
the audit of our annual financial statements and review of our
quarterly financial statements included in our quarterly reports on
Form 10-Q. The above fees are exclusive of audit fees of $24,000
(2018: $24,000) paid / payable to EisnerAmper Cayman Ltd. for the
statutory audit of the company’s reinsurance subsidiaries,
Oxbridge Reinsurance Limited and Oxbridge Re NS.
|
Audit Committee’s Pre-Approval Policies and
Procedures
Our
Audit Committee charter includes our policy regarding the approval
of audit and non-audit services performed by our independent
auditors. The Audit Committee is responsible for retaining and
evaluating the independent auditors’ qualifications,
performance and independence. The Audit Committee pre-approves all
auditing services, internal control-related services and permitted
non-audit services (including the fees and terms thereof) to be
performed for us by our independent auditors, subject to such
exceptions for non-audit services as permitted by applicable laws
and regulations. The Audit Committee may delegate this authority to
a subcommittee consisting of one or more Audit Committee members,
including the authority to grant pre-approvals of audit and
permitted non-audit services, provided that decisions of such
subcommittee to grant pre-approvals are presented to the full Audit
Committee at its next meeting. Our Board approved all professional
services provided to us by Hacker, Johnson
& Smith PA
and EisnerAmper Cayman Ltd.
during 2019 and 2018.
P
RINCIPAL SHAREHOLDERS
The
following table sets forth information regarding the beneficial
ownership of our ordinary shares as of April 9, 2020
by:
●
each person who is known by us to beneficially own more than 5% of
our outstanding ordinary shares,
●
each of our directors and NEOs, and
●
all directors and executive officers as a group.
The
percentages of ordinary shares beneficially owned are based on the
5,733,587 ordinary shares outstanding as of April 9, 2020.
Information with respect to beneficial ownership has been furnished
by each director, executive officer and beneficial owner of more
than 5% of our ordinary shares. Beneficial ownership is determined
in accordance with the rules of the SEC and generally requires that
such person have voting or investment power with respect to the
securities. In computing the number of ordinary shares beneficially
owned by a person listed below and the percentage ownership of such
person, ordinary shares underlying options, warrants, or
convertible securities held by each such person that are
exercisable or convertible within 60 days of April 9, 2020 are
deemed outstanding, but are not deemed outstanding for computing
the percentage ownership of any other person. Except as otherwise
indicated in the footnotes to this table, or as required by
applicable community property laws, all persons listed have sole
voting and investment power for all ordinary shares shown as
beneficially owned by them. Unless otherwise indicated in the
footnotes, the address for each principal shareholder is in care of
Oxbridge Re Holdings Limited, at Suite 201, 42 Edward Street, P.O.
Box 469, Grand Cayman, KY1-9006, Cayman Islands.
15
|
|
Beneficially Owned at
|
|
|
|
April 9, 2020
|
|
|
|
|
|
|
Name of Beneficial Owners
|
Number of Ordinary Shares
|
Percent
|
|
5% Shareholders:
|
|
|
|
Blake
Casper
|
563,162
(1)
|
9.34
%
|
|
Paresh
Patel
|
560,000
(2)
|
9.25
%
|
|
Allan
Martin
|
1,159,632
(3)
|
18.46
%
|
|
Air
T, Inc.
|
467,504
(4)
|
8.15
%
|
|
Sewesattie
Ramsamooj
|
1,500,000
(5)
|
22.28
%
|
|
Named Executive Officers and Directors:
|
|
|
|
Jay
Madhu
|
586,812
(6)
|
9.52
%
|
|
Wrendon
Timothy
|
138,800
(7)
|
2.37
%
|
|
Krishna
Persaud
|
495,715
(8)
|
8.16
%
|
|
Mayur
Patel
|
367,000
(9)
|
6.13
%
|
|
Ray
Cabillot
|
533,925
(10)
|
9.31
%
|
|
All Executive Officers and Directors as a Group (5
persons)
|
2,122,252
|
30.89
%
|
(1)
Consists of 264,162
ordinary shares and 299,000 ordinary shares issuable upon the
exercise of warrants held by Moksha Partners Reinsurance Entity,
Inc. that are currently exercisable. As of the date of this table,
Blake Casper, an individual, has sole voting and investment power
over these shares by virtue of being the majority member of Moksha
Partners Reinsurance Entity, Inc., a Florida member-managed limited
liability company.
(2)
Consists of 222,000
ordinary held by Paresh Patel individually, and 270,000 ordinary
shares issuable upon the exercise of warrants held by Paresh Patel,
individually, that are currently exercisable; 17,000 ordinary
shares held by Mr. Patel’s wife, Neha Patel; and
51,000 ordinary shares issuable upon the exercise of warrants
held by Mr. Patel’s wife, Neha Patel, that are currently
exercisable or exercisable within 60 days of April 9,
2019.
(3)
Consists of 282,821
ordinary shares held by Allan Martin and his wife, Marie Martin,
jointly; 175,998 ordinary shares issuable upon the exercise of
warrants held by Allan Martin and his wife, Marie Martin, jointly,
that are currently exercisable or exercisable within 60 days of
April 9, 2019; 107,513 ordinary shares held by A. S. Martin Trust;
83,300 ordinary shares issuable upon the exercise of warrants held
by A. S. Martin Children Trust that are currently exercisable or
exercisable within 60 days of April 9, 2019; 139,000 ordinary
shares held Martin Family Foundation; 39,000 ordinary shares
issuable upon the exercise of warrants held by Martin Family
Foundation that are currently exercisable; 83,000 ordinary shares
held by Fleur de Lis Partners, LLLP; and 249,000 ordinary shares
issuable upon the exercise of warrants held by Fleur de Lis
Partners, LLLP that are currently exercisable or exercisable within
60 days of April 9, 2019. As the general partner of Fleur de Lis
Partners, LLLP, the trustee for A.S. Martin Children Trust, and the
chairman for Martin Family Foundation, Mr. Martin has voting
and investment power over the ordinary shares and warrants held by
each of these entities.
(4)
Consists of shares
held in the name of Air T, Inc’s subsidiary, Space Age
Insurance Company.
16
(5)
Consists of 500,000
ordinary shares held and 1,000,000 ordinary shares issuable upon
the exercise of warrants held by Sewesattie Ramsamooj that are
currently exercisable or exercisable within 60 days of April 9,
2020.
(6)
Consists of 113,231
ordinary shares held by Universal Finance & Investments,
L.C. and 203,768 ordinary shares issuable upon the exercise of
warrants held by Universal Finance & Investments, L.C.
that are currently exercisable. As the sole owner and manager of
Universal Finance & Investments, L.C., Mr. Madhu has
voting and investment power over the ordinary shares and warrants
held by that entity. Also includes 42,000 ordinary shares held in
Mr. Madhu’s name and 227,813 ordinary shares issuable upon
the exercise of stock options held by Mr. Madhu that are currently
exercisable or exercisable within 60 days of April 9,
2020.
(7)
Consists of 7,500
ordinary shares issuable upon the exercise of warrants held by
Mr. Timothy, individually, that are currently exercisable;
25,050 ordinary shares held by Mr. Timothy, individually; and
106,250 ordinary shares issuable upon the exercise of stock options
held by Mr. Timothy that are currently exercisable or exercisable
within 60 days of April 9, 2020.
(8)
Consists of 35,000
ordinary shares held by Krishna Persaud and his wife, Sumentra
Persaud, jointly; 105,000 ordinary shares issuable upon the
exercise of warrants held by Krishna Persaud and his wife, Sumentra
Persaud, jointly, that are currently exercisable; and 118,000
ordinary shares and 237,143 ordinary shares issuable upon the
exercise of warrants held by held by Krishna Persaud that are
currently exercisable. Mr. Persaud and his wife share voting
and investment power over the shares and warrants held jointly in
their names.
(9)
Consists of 118,000
ordinary shares held by Mayur Patel and his wife, Ulupi M. Patel,
jointly, and 249,000 ordinary shares issuable upon the exercise of
warrants held by Mayur Patel and his wife, Ulupi M. Patel, jointly,
that are currently exercisable or exercisable within 60 days of
April 9, 2020.
(10)
Consists of 35,000
ordinary shares held by Ray Cabillot, individually; 425,325
ordinary shares and 73,600 ordinary shares held by Farnam Street
Capital for the benefit of and as the General Partner of Farnam
Street Partners and FS Special Opportunities I Fund, respectively.
As the general partner of Farnam Street Capital, Mr. Cabillot
has voting and investment power over the ordinary shares and
warrants held by that entity.
C
ERTAIN RELATIONSHIPS AND
RELATED-PARTY TRANSACTIONS
Reinsurance and Other Contracts with Related Parties
We had
no reinsurance contracts with related parties during the year ended
December 31, 2019. During 2018, we were party to a reinsurance
contract with Claddaugh, a subsidiary of HCI Group. During 2018, on
this reinsurance contract, we earned net premiums of
$817,000.
Mr. Madhu is a
director of HCI Group and previously served as the President of its
real estate division and as its Vice President of Investor
Relations. Paresh Patel, the non-executive Chairman of our Board
through to December 31, 2017 and a beneficial owner of more than 5%
of our ordinary shares, is a founder of HCI Group and currently
serves as its Chief Executive Officer and as the Chairman of its
board of directors. Both Mr. Madhu and Mr. Patel are also
shareholders of HCI Group. However, neither of Mr. Madhu nor
Mr. Patel have any interest in the reinsurance contracts
between Claddaugh and our Company or between HCPCI and our Company
other than in their capacity as equity holders of both of HCI Group
and our Company.
During
the year ending December 31, 2019, Mr. Jay Madhu, a director and
officer of the Company and its subsidiaries, invested $50 thousand
in the Series 2019-1 participating notes issued by Oxbridge Re NS,
one of the Company’s reinsurance subsidiaries.
17
Policies for Approval or Ratification of Transactions with Related
Persons
Our
policy for approval or ratification of transactions with related
persons is for those transactions to be reviewed and approved by
the Audit Committee. That policy is set forth in the Audit
Committee Charter. Our practice is that such transactions are
approved by a majority of disinterested directors. The policy sets
forth no standards for approval. Directors apply their own
individual judgment and discretion in deciding such
matters.
O
THER MATTERS
Neither
the Board nor management intends to bring before the Meeting any
business other than the matters referred to in the Notice of Annual
General Meeting of Shareholders and this Proxy Statement. If any
other business should come properly before the Meeting, or any
adjournment or postponement thereof, the proxy holders will vote on
such matters at their discretion.
A
DDITIONAL INFORMATION
Other Action at the Meeting
As of
the date of this Proxy Statement, the Company has no knowledge of
any business, other than as described herein and customary
procedural matters, which will be presented for consideration at
the Meeting. In the event any other business is properly presented
at the Meeting, the persons named in the accompanying proxy may,
but will not be obligated to, vote such proxy in accordance with
their judgment on such business.
Shareholder Proposals for the Annual General Meeting of
Shareholders in 2021
Pursuant to Rule
14a-8 of the Exchange Act, shareholder proposals must be received
in writing by the Secretary of the Company no later than 120 days
prior to the date of the Company’s proxy statement released
to shareholders in connection with the Company’s previous
year’s annual general meeting of shareholders and must comply
with the requirements of Cayman Islands corporate law and the
Articles in order to be considered for inclusion in the
Company’s proxy statement and form of proxy relating to the
annual general meeting of shareholders in 2021. Shareholder
proposals received by December 24, 2020 would be considered timely
for inclusion in the proxy statement relating to the 2021 annual
general meeting of shareholders. Any shareholder proposal for the
annual general meeting of shareholders in 2021, which is submitted
outside the processes of Rule 14a-8, shall be considered
untimely.
Under
our Articles, the Board shall call an extraordinary general meeting
upon receipt of signed “Members’ requisition” by
shareholders holding more than 66.66% in par value of the issued
shares which as of that date carry the right to vote at an
extraordinary general meeting of the Company. Such Members’
requisition must also contain the proposal to be considered at
(i.e. objects of) the meeting and must be signed by the
requisitionists and deposited at the registered office of the
Company. If the Board does not, within twenty-one days from the
date of the deposit of the Members’ requisition, duly proceed
to convene an extraordinary general meeting to be held within a
further twenty-one days, the requisitionists, or any of them
representing more than one-half of the total voting rights of all
the requisitionists, may themselves convene an extraordinary
general meeting, but any meeting so convened shall be held no later
than the day which falls three months after the expiration of the
said twenty-one day period. Any extraordinary general meeting
convened by the requisitionists shall be convened in the same
manner as nearly possible as that in which extraordinary general
meetings are convened by the Board.
Delivery of Documents to Shareholders Sharing an
Address
Some
companies, brokers, banks, and other holders of record may employ
procedures, approved by the SEC, known as
“householding.” Householding, which reduces costs
associated with duplicate printings and mailings, means that we
will send only one copy of our proxy materials to shareholders who
share the same address. Shareholders sharing the same address will
continue to receive separate proxy cards.
18
If you
own ordinary shares and would like to receive additional copies of
our proxy materials, you may submit a request to us by:
(i) mailing a request in writing to our Secretary at Suite
201, 42 Edward Street, P.O. Box 469, Grand Cayman, KY1-9006, Cayman
Islands, or (ii) calling us at 1-345-749-7570, and we will
promptly mail the requested copies to you. If you own ordinary
shares in your own name and you want to receive separate copies of
the proxy materials in the future, or if you receive multiple
copies and want to receive only one copy, contact Broadridge
Corporate Issuer Solutions at 1-877-830-4936. If you beneficially
own ordinary shares and you want to receive separate copies of the
proxy materials in the future, or if you receive multiple copies
and want to receive only one copy, contact your bank, broker or
other holder of record.
Costs of Solicitation
The
entire cost of this proxy solicitation will be borne by the
Company, including expenses in connection with preparing,
assembling, printing and mailing proxy solicitation materials. In
addition to solicitation by mail, officers, directors, and
employees of the Company may solicit proxies by telephone,
facsimile, electronic communication, in person or via the Internet,
although no compensation will be paid for such
solicitation.
|
|
|
|
|
By
Order of the Board of Directors,
|
|
|
|
|
|
Jay
Madhu
Chief
Executive Officer
April
24, 2020
|
|
|
Grand
Cayman, Cayman Islands
|
19
|
OXBRIDGE RE HOLDINGS LIMITED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
ANNUAL
MEETING OF STOCKHOLDERS – MAY 14, 2020 AT 9:00 AM (CENTRAL
TIME)
|
|
|
|
|
|
|||||||
|
CONTROL ID:
|
|
|
|
|
|
|
|
|||||
|
REQUEST ID:
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
||||||
|
The shareholders hereby appoint Sanjay Madhu and
Wrendon Timothy, or either of them, as proxies, each with the power
to appoint his substitute, and hereby authorizes them to represent
and to vote, as designated on the reverse side of this ballot, all
of the ordinary shares of OXBRIDGE RE HOLDINGS LIMITED that the
shareholders are entitled to vote at the Annual General Meeting of
Shareholders to be held at 9:00 AM (local time) on May 14, 2020,
via a live webcast through
www.iproxydirect.com/oxbr
,
and any adjournment or postponement
thereof.
This
proxy, when properly executed, will be voted in the manner directed
herein. If no such direction is made, this proxy will be voted in
accordance with the Board of Directors'
recommendations.
|
||||||||||||
|
|
|
|||||||||||
|
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
|
||||||||||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
|
VOTING INSTRUCTIONS
|
|
|
|
|
|
|
||||||
|
If you vote by phone, fax or internet, please DO NOT mail your
proxy card.
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
|
MAIL:
|
Please
mark, sign, date, and return this Proxy Card promptly using the
enclosed envelope.
|
|
|
|
|
|
|||||
|
FAX:
|
Complete the reverse portion of this Proxy Card
and Fax to
202-521-3464.
|
|
|
|
|
|
|||||
|
INTERNET & MEETING:
|
https://www.iproxydirect.com/OXBR
and follow onscreen
instructions
|
|
|
|
|
|
|||||
|
PHONE:
|
1-866-752-VOTE(8683)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|||||||||
|
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy
Statement and Annual Report are available at
www.iproxydirect.com/oxbr
and
www.oxbridgere.com/2020AGM
.
|
|
|
|
|
||||||||
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
||||||||
|
ANNUAL MEETING OF THE SHAREHOLDERS OF
OXBRIDGE RE HOLDINGS LIMITED
|
PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE:
☒
|
|||||||||
|
|
|
|||||||||
|
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
|
|
|||||||||
|
|
|
|
|
|||||||
|
Proposal
1
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
Election
of Directors:
|
|
|
|
|
|
|
|
CONTROL ID:
|
|
|
|
Sanjay
Madhu
|
|
☐
|
|
☐
|
|
☐
|
|
REQUEST ID:
|
|
|
|
Krishna
Persaud
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
Ray
Cabillot
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
Mayur
Patel, M.D.
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposal
2
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
To consider and vote upon a proposal to ratify the appointment of
Hacker, Johnson & Smith, P.A., as the independent auditors of
the Company for the fiscal year ending December 31,
2020.
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposal
3
|
|
|
|
|
|
|
|
|
|
|
|
|
To transact such other business as may properly come before the
meeting and any adjournment or postponement thereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MARK
“X” HERE IF YOU PLAN TO ATTEND THE MEETING:
☐
|
|||||
|
The
Board of Directors recommends that you vote: “FOR” the
four (4) individuals nominated for election to the Board
of Directors; and “FOR” ratification of Hacker, Johnson
& Smith, P.A., as the independent auditors for fiscal year
2020.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement and Annual
Report are available at
www.iproxydirect.com/oxbr
and
www.oxbridgere.com/2020AGM
.
|
|
|
|
IMPORTANT:
Please sign exactly as your name or names appear
on this Proxy. When shares are held jointly, each holder should
sign. When signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized
person.
Dated:
________________________, 2020
|
||||||
|
_______________________________________
(Print Name of
Shareholder and/or Joint Tenant)
_______________________________________
(Signature of
Shareholder)
_______________________________________
(Second Signature
if held jointly)
|
||||||||||
TABLE OF CONTENTS
GENERAL INFORMATIONVOTING SECURITIES AND VOTE REQUIREDSOLICITATION AND REVOCATIONPROPOSAL ONE ELECTION OF DIRECTORS OF THE COMPANYPROPOSAL TWO RATIFICATION OF THE COMPANYS AUDITORSCORPORATE GOVERNANCE AND BOARD OF DIRECTORSEXECUTIVE OFFICERSDIRECTOR COMPENSATIONSHAREHOLDER COMMUNICATIONEXECUTIVE COMPENSATIONAUDIT COMMITTEE REPORTINDEPENDENT PUBLIC ACCOUNTANT FEES AND SERVICESPRINCIPAL SHAREHOLDERSCERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONSOTHER MATTERSADDITIONAL INFORMATION