DEF 14A: Oxbridge Re Holdings Sets Date for 2024 Annual General Meeting, Outlines Key Proposals

Oxbridge Re Holdings Limited will hold its Annual General Meeting of Shareholders on June 14, 2024, to vote on the election of directors and ratification of the company's auditors.

Summary

• Oxbridge Re Holdings Limited will hold its Annual General Meeting on June 14, 2024, at the company's office in Grand Cayman.
• Shareholders of record as of April 15, 2024, are entitled to vote at the meeting.
• The meeting will address the election of five directors to serve until the 2025 Annual General Meeting.
• Shareholders will also vote to ratify the appointment of Hacker, Johnson & Smith, P.A., as the company's independent auditors for the fiscal year ending December 31, 2024.
• The Board of Directors recommends voting FOR the election of the director nominees and FOR the ratification of the auditor appointment.
• Proxy materials are expected to be provided to shareholders on or about May 6, 2024.
• As of the record date, April 15, 2024, there were 6,006,661 ordinary shares issued and outstanding.
• The Board may reduce the voting power of any shareholder holding 9.9% or more of the outstanding shares.
• Proxies must be received by 11:59 p.m. (local time) on June 13, 2024.
• Shareholders can revoke their proxy up to one hour before the meeting.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily focusing on procedural matters related to the Annual General Meeting. While there are mentions of a net loss, the overall sentiment is balanced by the company's efforts in corporate governance and executive compensation practices.

Positives

• The Board is actively engaged in corporate governance, with five committees overseeing various aspects of the company's operations.
• The company has adopted a Code of Business Conduct and Ethics, an Insider Trading Policy, and a Clawback Policy.
• The Audit Committee is comprised of independent directors who meet the SEC and Nasdaq requirements.
• The company provides a means for shareholders to communicate with the Board.
• The company has engaged an independent compensation consultant to advise on executive and director compensation.

Negatives

• The company reported a net loss of $9.91 million in 2023.
• The Compensation Committee elected not to award cash bonus awards to named executive officers in fiscal year 2023.
• The company's clawback policy is triggered by accounting restatements due to material noncompliance with financial reporting requirements, indicating a potential risk area.

Risks

• The Board has the power to reduce the voting power of any shareholder holding 9.9% or more of the outstanding shares, which could impact shareholder influence.
• The company's clawback policy is triggered by accounting restatements due to material noncompliance with financial reporting requirements.
• Related-party transactions, such as the reinsurance agreement with TypTap, an insurance subsidiary of HCI Group, Inc., where Jay Madhu serves as a director, could present potential conflicts of interest.
• The company invested $100,000 in Notes with Jet.AI, where Wrendon Timothy serves on the board of directors, which could present potential conflicts of interest.

Future Outlook

The company intends to continue to review and modify its compensation policies to ensure that it attracts, motivates and retains highly skilled executives and employees to execute on its strategic objectives.

Management Comments

• 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.

Industry Context

Oxbridge Re operates in the reinsurance industry, providing coverage for various risks. The company's performance and governance practices are relevant to industry trends in risk management, capital allocation, and regulatory compliance. The company's engagement of a compensation consultant and adoption of corporate governance policies align with industry best practices.

Comparison to Industry Standards

• The peer group companies used for benchmarking executive compensation include Atlantic American Corporation, Conifer Holdings, Inc., FG Financial Group, Inc., ICC Holdings, Inc., Kingstone Companies, Inc., Marpai, Inc., Reliance Global Group, Inc., and Unico American Corporation.
• These companies are used to assess the competitiveness of Oxbridge Re's executive compensation programs.
• The company's corporate governance practices, such as having an Audit Committee and adopting a Code of Ethics, are standard practices for publicly traded companies in the financial services industry.
• The company's related-party transactions are subject to review and approval by the Audit Committee, which is a common practice to ensure transparency and fairness.

Related Party Transactions

• For the years ended December 31, 2023 and 2022, the Company recorded income of $80,000 and $90,000, respectively, from OAC Sponsor Ltd. under the Administrative Services Agreement.
• During the year ending December 31, 2021, Mr. Jay Madhu, a director and officer of the Company and its subsidiaries, invested a principal amount of $68,000 in Series 2020-1 participating notes issued by our Oxbridge Re NS subsidiary.
• During the year ended December 31, 2023, Mr. Jay Madhu, a director and officer of the Company and its subsidiaries, entered into subscription agreement to purchase a total of 6,200 Series DeltaCat Re tokens at a purchase price of $10.00 per token for aggregate gross proceeds of $62,000.
• During the year ended December 31, 2023 the Company entered into a reinsurance agreement with TypTap, an insurance subsidiary of HCI Group, Inc. (HCI).
• On September 11, 2023, the Company, along with seven (7) other investors, entered into a binding term sheet (Bridge Agreement) with Jet.AI to provide Jet.AI with an aggregate sum of $500,000 of short-term bridge financing pending its receipt of funds from its other existing financing arrangements.

Stakeholder Impact

• Shareholders are directly impacted by the proposals being voted on at the Annual General Meeting, including the election of directors and ratification of auditors.
• Executive officers are impacted by the company's compensation policies and employment agreements.
• Employees are indirectly impacted by the company's overall financial performance and strategic direction.
• The company's reinsurance contracts and related-party transactions may impact its financial stability and risk profile, affecting stakeholders such as creditors and suppliers.

Next Steps

• Shareholders are encouraged to review the proxy materials and vote on the proposals.
• The company will hold its Annual General Meeting on June 14, 2024.
• The Board will consider any other business that may properly come before the meeting.

Key Dates

Keywords

Annual General Meeting, Shareholders, Directors, Auditors, Proxy Statement, Corporate Governance, Executive Compensation, Related Party Transactions, Oxbridge Re