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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Definitive additional materials
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James River Group Holdings, Ltd.​
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[MISSING IMAGE: lg_james-river.jpg][MISSING IMAGE: lg_james-river.jpg]
32 Victoria StreetWellesley House, 2nd Floor
Milner Place90 Pitts Bay Road
HamiltonPembroke HM 12,08 Bermuda
April 6, 2015March 30, 2018
Dear Shareholder:
You are cordially invited to attend the Annual General Meeting of Shareholders (the “Annual Meeting”) of James River Group Holdings, Ltd. (the “Company”) to be held at 9:8:00 a.m. Atlantic Standard Timelocal time on Tuesday, May 5, 2015,1, 2018, at the Grottoour executive offices located at Wellesley House, 2nd Floor, 90 Pitts Bay Beach Hotel, 11 Blue Hole Hill, Hamilton Parrish CR 04,Road, Pembroke HM 08 Bermuda.
We describe in detail the actions we expect to take at our Annual Meeting in the attached Notice of Annual General Meeting of Shareholders and proxy statement. Included with this proxy statement is a copy of our Annual Report for our year ended December 31, 2014.2017. We encourage you to read our Annual Report. It includes information about our business as well as our consolidated audited financial statements.
Please use this opportunity to take part in our corporate affairs by voting on the business to come before the Annual Meeting. Whether or not you plan to attend our Annual Meeting, please complete, sign, date and return the accompanying proxy in the enclosed postage-paid envelope or vote electronically via the Internet or telephone. See “How Do I Vote?“What options are available to me to vote my shares?” in the proxy statement for additional information. Returning the proxy or voting electronically does NOT deprive you of your right to attend the Annual Meeting or to vote your shares owned of record by you in person for the matters acted upon at the meeting.Annual Meeting.
We look forward to seeing you at the Annual Meeting.
Sincerely,
[MISSING IMAGE: sg_adam-abram.jpg]
[MISSING IMAGE: sg_adam-abram.jpg]
J. Adam Abram
Chairman of the Board of Directors and
Chief Executive Officer
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[MISSING IMAGE: lg_jamesriver-gs.jpg][MISSING IMAGE: lg_jamesriver-gs.jpg]
32 Victoria StreetWellesley House, 2nd Floor
Milner Place90 Pitts Bay Road
HamiltonPembroke HM 12,08 Bermuda
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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held on May 5, 20151, 2018
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​TIME AND
DATE		​​9:8:00 a.m. Atlantic Standard Timelocal time on Tuesday, May 5, 20151, 2018​
​PLACE​​GrottoAt our executive offices located at Wellesley House, 2nd Floor, 90 Pitts Bay Beach Hotel, 11 Blue Hole Hill, Hamilton Parrish CR 04,Road, Pembroke HM 08 Bermuda​
​ITEMS OF BUSINESS​​
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The appointmentElection of a Class I director to hold office until the 2021 annual general meeting of shareholders;
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Re-appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditor to serve until the 2019 annual general meeting of shareholders to be held in 2016, and to authorizeauthorization of our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration;
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A non-binding, advisory vote to approve the 2017 compensation of our named executive officers;
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A non-binding, advisory vote on whether the frequency of the shareholder vote on the compensation of our named executive officers should be every one, two or three years; and
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Any other business asthat may properly come before the annual general meeting of shareholders and any adjournments or postponements thereof.
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​RECORD DATE​​In order to vote, you must have been a shareholder at the close of business on March 19, 2015.15, 2018.​
​PROXY
VOTING		​​It is important that your shares be represented and voted at the annual general meeting.meeting of shareholders. You can vote your shares by completing and returning the proxy card or voting instruction card sent to you. You also have the option of voting your shares on the Internet or by telephone. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the annual general meeting of shareholders by following the instructions in the proxy statement.​
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 5, 2015:1, 2018: The Notice of Annual General Meeting of Shareholders, Proxy Statement and 20142017 Annual Report are available at https://materials.proxyvote.com/G5005R. These documents are first being mailed to shareholders on or about April 6, 2015.March 30, 2018.
By order of the Board of Directors,
[MISSING IMAGE: sg_robertp-myron.jpg]
[MISSING IMAGE: sg_robertp-myron.jpg]
Robert P. Myron
President and Chief OperatingExecutive Officer
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JAMES RIVER GROUP HOLDINGS, LTD.
32 VICTORIA STREETWellesley House, 2nd Floor
MILNER PLACE90 Pitts Bay Road
HAMILTONPembroke HM 12, BERMUDA08 Bermuda
PROXY STATEMENT
DATED APRIL 6, 2015MARCH 30, 2018
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held on May 5, 20151, 2018
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We are providing these proxy materials to you in connection with our 20152018 Annual General Meeting of Shareholders, which we refer to in this proxy statement as the Annual Meeting. The Annual Meeting will be held at the Grottoour executive offices located at Wellesley House, 2nd Floor, 90 Pitts Bay Beach Hotel, 11 Blue Hole Hill, Hamilton Parrish CR 04,Road, Pembroke HM 08 Bermuda on Tuesday, May 5, 20151, 2018, at 9:8:00 a.m. Atlantic Standard Time.local time. This proxy statement and our 20142017 Annual Report are being made available to our shareholders beginning on or about April 6, 2015.March 30, 2018. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.
FREQUENTLY ASKED QUESTIONS
Where and when will the meeting take place?
The Annual Meeting will be held at 9:8:00 a.m. Atlantic Standard Timelocal time on Tuesday, May 5, 20151, 2018, at the Grottoour executive offices located at Wellesley House, 2nd Floor, 90 Pitts Bay Beach Hotel, 11 Blue Hole Hill, Hamilton Parrish CR 04,Road, Pembroke HM 08 Bermuda.
What is the purpose of the Annual Meeting and these materials?
We are providing these proxy materials in connection with the solicitation by our Board of Directors (the “Board of Directors” or “Board”) of matters to be voted on at the Annual Meeting and any adjournments or postponements of the meeting.thereof.
At the Annual Meeting, you will be asked to vote on the following matters:
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The appointmentthe election of one Class I director to hold office until the 2021 annual general meeting of shareholders;
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the re-appointment of Ernst & Young LLP, an independent accounting firm, as the Company’s independent auditor to serve until the 2019 annual general meeting to be held in 2016,of shareholders and to authorize the authorization of our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration;
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a non-binding, advisory vote to approve the 2017 compensation of our named executive officers;
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a non-binding, advisory vote on whether the frequency of the shareholder vote on the compensation of our named executive officers should be every one, two or three years; and
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any other business asthat may properly come before the Annual Meeting and any adjournments or postponements thereof.
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What isare the Board of Directors’ recommendations?
Our Board of Directors recommends a vote vote:
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FOR the appointmentelection of David Zwillinger to hold office as a Class I director until the 2021 annual general meeting of shareholders;
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FOR re-appointment of Ernst & Young LLP as the Company’s independent registered public accountants,auditor to serve until the 2019 annual general meeting to be held in 2016,of shareholders and to authorize the authorization of our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration.remuneration;
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FOR the approval, on a non-binding, advisory basis, of the 2017 compensation of our named executive officers; and
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FOR the approval, on a non-binding, advisory basis, of holding a non-binding, advisory vote on the compensation of our named executive officers every year.
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Who is entitled to vote at the Annual Meeting?
Our Board of Directors has set March 19, 201515, 2018 as the record date for the Annual Meeting. All shareholders who owned common shares at the close of business on March 19, 201515, 2018 may vote at the Annual Meeting, either in person or by proxy. As of the record date, there were 28,540,35029,866,705 common shares outstanding and entitled to vote.
How many votes do I have?
You have one vote for each common share that you owned at the close of business on the record date, provided that on the record date those shares were either held directly in your name as the shareholder of record or were held for you as the beneficial owner through a broker, bank or other intermediary. There is no cumulative voting.
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What is the difference between holding shares as a shareholder of record and as a beneficial owner?
ManyThe majority of our shareholders hold their shares through a broker, bank or other intermediary rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Shareholder of Record.   If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered to be the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by us. As a shareholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting. We have enclosed a proxy card for you to use.
Beneficial Owner.   If your shares are held in a stock brokerage account or by a bank or other intermediary, you are considered to be the beneficial owner of shares held in “street name,” and this proxy statement and the accompanying materials are being forwarded to you by your broker, bank or other intermediary, which is considered to be the shareholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank or other intermediary on how to vote and are also invited to attend the Annual Meeting. Your broker, bank or other intermediary has enclosed a voting instruction card for you to use in directing the broker, bank or other intermediary regarding how to vote your shares. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a proxy, executed in your favor, from the holder of record of such shares.
What if I don’t vote for some of the items listed on my proxy card or voting instruction card?
If you are a record holder and return your signed proxy card in the enclosed envelope but do not mark selections, your shares will be voted in accordance with the recommendations of our Board of Directors. If you indicate a choice with respect to any matter to be acted upon on your proxy card, your shares will be voted in accordance with your instructions.
If you are a beneficial owner and hold your shares in street name through a broker, bank or other intermediary and do not give voting instructions to the broker, bank or intermediary, then such party will determine if it has the discretionary authority to vote on the particular matter. Under the applicable rules, brokers, banks and other intermediaries have the discretion to vote on routine matters, but do not have discretion to vote on non-routine matters. A vote not cast by a broker, bank or other intermediary because it has not been voted by the beneficial owner and because the broker, bank or intermediary does not have discretionary authority to vote on the particular matter is referred to as a “broker non-vote”.non-vote.”
The appointment
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Proposal 1, the election of one Class I director to hold office until the 2021 annual general meeting of shareholders, is considered a non-routine matter, and as a result, a broker, bank or other intermediary will not be able to vote on this proposal if you are a beneficial owner and do not provide voting instructions.
Proposal 2, the re-appointment of Ernst & Young LLP as our independent auditor to serve until the 2019 annual general meeting of shareholders to be held in 2016, and the authorization of the Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration, is a matter considered routine under applicable rules. As a result, a broker, bank or other intermediary will be able to vote on this proposal if you are a beneficial owner and do not provide voting instructionsinstructions.
Proposal 3, the approval, on a non-binding, advisory basis, of the 2017 compensation of our named executive officers, is considered a non-routine matter, and as a result, a broker, bank or other intermediary will not be able to them.vote on this proposal if you are a beneficial owner and do not provide voting instructions.
Proposal 4, the approval, on a non-binding, advisory basis, on whether the frequency of the shareholder vote on the compensation of our named executive officers should be every one, two or three years is considered a non-routine matter, and as a result, a broker, bank or other intermediary will not be able to vote on this proposal if you are a beneficial owner and do not provide voting instructions.
What options are available to me to vote my shares?
Whether you hold shares directly as the shareholder of record or through a bank, broker or other intermediary, your shares may be voted at the Annual Meeting by following any of the voting options available to you below:
You may vote via the Internet.   You may submit your proxy or voting instructions over the Internet by following the instructions on the proxy card or voting instruction form.
You may vote via the telephone.
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If you are a shareholder of record, you can submit your proxy by calling the telephone number specified on the paper copy of the proxy card that you received with the proxy materials. You must have the control number that appears on your proxy card available when submitting your proxy over the telephone.
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Most shareholders who hold their shares in street name may submit voting instructions by calling the number specified on the paper copy of the voting instruction form provided by their bank, broker or other intermediary. Those shareholders should check the voting instruction form for telephone voting availability.
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You may vote by mail.   You can submit your proxy or voting instructions by completing and signing the separate proxy card or voting instruction form you received and mailing it in the accompanying prepaid and addressed envelope.
You may vote in person at the Annual Meeting.   All shareholders of record may vote in person at the Annual Meeting. Written ballots will be passed out to anyone who wants to vote at the Annual Meeting. However, if you are the beneficial owner of shares held in street name through a bank, broker or other intermediary, you may not vote your shares at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker or intermediary that holds your shares, giving you the right to vote the shares at the Annual Meeting.
Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting to ensure that your vote will be counted if you later are unable to attend.
How many votes must be present to hold the Annual Meeting?
The presence of two or more persons present in person representing, in person or by proxy, more than a majority of the common shares outstanding throughout the meeting is required for the transaction of business at the Annual Meeting. This is called a “quorum.” Your shares will be counted as being present at the Annual Meeting if you are present and vote in person at the Annual Meeting or a proxy card has been properly submitted by you or on your behalf. Both abstentions and “broker non-votes” will be counted as
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being present for the purpose of determining the presence of a quorum at the Annual Meeting. If a quorum is not present by attendance at the Annual Meeting or represented by proxy, the meeting will be adjourned to the same date one week later, at the same time and place, or to such other date, time and place as the Secretary may determine. If a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each shareholder of record entitled to vote at the meeting.
What is the vote required to pass each proposal to be presented at the Annual Meeting?
Each proposalProposal 1, the election of one Class I director to hold office until the 2021 annual general meeting of shareholders, will be decided by a plurality of the votes cast on such proposal. You may vote “For” or matter voted“Withhold” on atthis proposal.
Proposal 2, the Annual Meetingre-appointment of Ernst & Young LLP as our independent auditor to serve until the 2019 annual general meeting of shareholders and to authorize our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration, will be decided by a simple majority of votes cast on such proposal or matter.proposal. With respect to the selection of our auditor, you may vote “For,” “Against” or “Abstain”.“Abstain.”
Proposal 3, the approval, on a non-binding, advisory basis, of the 2017 compensation of our named executive officers, will be decided by a simple majority of votes cast on such proposal. With respect to approval of this proposal, you may vote “For,” “Against” or “Abstain.”
Proposal 4, with respect to the approval, on a non-binding, advisory basis, of the frequency of holding a non-binding, advisory vote on the compensation of our named executive officers, the frequency option that receives the highest number of votes cast at the Annual Meeting will be considered approved on such proposal. You may vote “1 Year,” “2 Years,” or “3 Years” for the frequency of such non-binding, advisory vote or “Abstain.”
Abstentions and broker non-votes will have no effect on either Proposal 1, Proposal 2, Proposal 3 or Proposal 4.
What does it mean if I receive more than one set of proxy materials?
Generally, it means that you hold common shares registered in more than one account. To ensure that all of your shares are voted, please vote in the manner described above with respect to each proxy card or voting instruction card accompanying the proxy materials.
Can I change or revoke my vote after I return my proxy card or voting instruction card?
Yes. Any shareholder of record has the power to change or revoke a previously submitted proxy at any time before it is voted at the Annual Meeting by:
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submitting to our Secretary, before the voting at the Annual Meeting, a written notice of revocation bearing a later date than the proxy;
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timely delivery of a valid, later-dated proxy (only the last proxy submitted by a shareholder by Internet, telephone or mail will be counted); or
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attending the Annual Meeting and voting in person.
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Please note that your attendance at the Annual Meeting in person will not cause your previously granted proxy to be revoked unless you specifically so request.
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For shares held in street name, you may revoke any previous voting instructions by submitting new voting instructions to the bank, broker or other intermediary holding your shares by the deadline for voting specified in the voting instructions provided by your bank, broker or other intermediary. Alternatively, if your shares are held in street name and you have obtained a legal proxy from the bank, broker or other intermediary giving you the right to vote the shares at the Annual Meeting, you may revoke any previous voting instructions by attending the Annual Meeting and voting in person.
How can I attend the Annual Meeting?
The Annual Meeting is open to all shareholders holding common shares as of the record date.
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Attendance at the Annual Meeting is limited to persons who were shareholders as of the record date and admission will be on a first-come, first-serve basis. Registration and seating will begin at 8:7:30 a.m., Atlantic Standard Time,local time, on the date of the Annual Meeting. Each shareholder will be asked to present proof of identification, such as a driver’s license or passport, prior to admission to the Annual Meeting. Beneficial owners of shares held in street name will need to bring proof of share ownership as of the record date, such as a bank or brokerage firm account statement or a letter from the intermediary holding your shares. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting.
We encourage all shareholders, even those who plan to attend the Annual Meeting, to vote in advance.
What is a proxy? How do I appoint a proxy and instruct that individual how to vote on my behalf?
A proxy is your legal designation of another person to vote on your behalf the common shares that you hold.
You canmay appoint the proxies recommended by our Board of Directors (J. Adam Abram, Robert(Robert P. Myron and Gregg T. Davis;Sarah C. Doran; see “What does solicitation of proxies mean?” below) to vote on your behalf, and give those individuals voting instructions by following the directions on the proxy card.
If you are a shareholder of record, you may also appoint another individual to represent you at the Annual Meeting by notifying our Secretary in writing before the Annual Meeting begins. Your appointed proxy must provide valid picture identification to be admitted to the Annual Meeting.
If you are a beneficial owner, please contact the broker that holds your common shares if you intend to appoint a proxy that is different from those recommended by our Board of Directors.
What does solicitation of proxies mean?
In a solicitation of proxies, one party (in this case, our Board of Directors) encourages shareholders to appoint one or more particular individuals (in this case J. Adam Abram, our Chairman and Chief Executive Officer; Robert P. Myron, our PresidentChief Executive Officer and Chief Operating Officer anda member of the Board of Directors; and Gregg T. Davis,Sarah C. Doran, our Chief Financial Officer) to vote on their behalf in accordance with their instructions.
We will bear the expense of printing and mailing proxy materials. In addition to this solicitation of proxies by mail, our directors, officers and other employees may solicit proxies by personal interview, telephone, facsimile or e-mail. They will not be paid any additional compensation for such solicitation. We will request brokers and intermediaries who hold our common shares in their names to furnish proxy materials to beneficial owners of the shares. We will reimburse such brokers and intermediaries for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners.
Beneficial owners will be asked to forward the proxy materials to the broker that holds their common shares. That entity will be reimbursed for its reasonable expenses incurred in connection with distributing and collecting proxy materials.
What else will happen at the Annual Meeting?
At the Annual Meeting, the only item currently on the agenda other than the election of a director, re-appointment of our independent registered public accounting firm, consideration of the 2017 compensation of our named executive officers and consideration of the frequency of shareholder votes on the compensation of named executive officers at future annual general meetings of shareholders, is for the shareholders to receive our financial statements and the report of our independent registered public accounting firm thereon for the year ended December 31, 2014.2017.
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How can I access James River Group Holdings, Ltd.’s proxy materials and annual report electronically?
This proxy statement and our 20142017 Annual Report are available at https://materials.proxyvote.com/​G5005R.
How do I find out the voting results?
Preliminary voting results will be announced at the Annual Meeting, and final voting results will be filed with the Securities and Exchange Commission (the “SEC”) within 4 business days following the Annual Meeting.
JOBS Act Explanatory Note
We are an “emerging growth company” under applicable U.S. federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), including the compensation disclosures required of a “smaller reporting company,” as that term is defined in the rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on a non-binding advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an “emerging growth company” until the earliest of: (1) the last day of the fiscal year in which we have total annual gross revenue of  $1 billion or more; (2) December 31, 2019; (3) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (4) the date on which we are deemed to be a “large accelerated filer” under the SEC rules.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
General
Our Board of Directors is comprised of eight directors. Our Third Amended and Restated Bye-laws provide for a classified Board of Directors, with members of each class serving staggered three year terms. We have two directors in Class I whose initial term ends at the Annual Meeting, three directors in Class II whose initial term will endends at our 2016the 2019 annual general meeting of shareholders and three directors in Class III whose initial term will endends at our 2017the 2020 annual general meeting of shareholders. Except as explained under “Director Designation and Voting Arrangements,”“— Class I Director Designated to the Board of Directors by the D. E. Shaw Affiliates” at each succeeding annual general meeting of shareholders, successors to the class of directors whose term expires at that annual general meeting of shareholders will be elected for a term of three years.
MembersNominee for Election as Class I Director for a Three Year Term Continuing Until the 2021 Annual General Meeting of Shareholders
The nominee for election as Class I director was recommended for nomination to our Board of Directors
by the Nominating and Corporate Governance Committee. Unless otherwise specified in the accompanying proxy, the shares voted on the proxy will be cast for David Zwillinger to hold office as a Class I director until the 2021 annual general meeting of shareholders. The following table identifiesnominee has consented to being named as a nominee in this proxy statement. If, for any reason, the current members ofnominee is unable or unwilling to serve, the persons named in the proxy will use their best judgment in selecting and voting for a substitute candidate or our Board of Directors and their age asmay reduce the number of March 16, 2015:
Name​​Age​​Class​​Position​
J. Adam Abram​​59​​III​​Chairman of the Board of Directors and Chief Executive Officer​
Robert P. Myron​​46​​III​​Director, President and Chief Operating Officer​
Bryan Martin​​47​​I​​Director​
Jerry R. Masters​​56​​II​​Director​
Michael T. Oakes​​50​​III​​Director​
R. J. Pelosky, Jr.​​56​​II​​Director​
Thomas R. Sandler​​68​​II​​Director​
David Zwillinger​​35​​I​​Director​
The following biographical information is furnished as to each current director:
J. Adam Abram has served as Chief Executive Officer and Non-Executive Chairman of the Board since September 2014. Mr. Abram served as our Executive Chairman of the Board from October 2012 through September 2014, and before that, Non-Executive Chairman of the Board from December 2007 to September 2012. Mr. Abram also previously served as our Chief Executive Officer from December 2007 through March 2008. Prior to this, he served as the Chairman, President and Chief Executive Officer of James River Group, Inc. (“James River Group”) from its inception in 2002 through 2007 and from March 2008 until October 2012 (during which time he periodically served in different roles at various operating units). Mr. Abram was also a founder of James River Group, and remains Chairman of the Board of this entity. Mr. Abram is also an administrator of one of our Delaware statutory trusts. Mr. Abram has served as lead independent director of the Yadkin Financial Corporation, a bank holding company (“Yadkin”), since July 2014 and, prior to that, as the Chairman of the Board of VantageSouth Bancshares, Inc., a bank holding company (“VantageSouth”), and its subsidiary bank, VantageSouth Bank, from November 2011 until its acquisition by Yadkin in July 2014. He also served as Chairman of Piedmont Community Bank Holdings, Inc., a bank holding company (“Piedmont”), since he co-founded it in 2009 until it was also acquired by Yadkin in July 2014. Mr. Abram received his B.A. from Harvard University.
We believe Mr. Abram’s qualifications to serve on ourdirectors. Our Board of Directors, include his extensive experience as an executive officer and director inhowever, has no reason to believe that the insurance industry, experience asnominee will be unable or unwilling to be a founder of several financial services and other companies and his detailed knowledgecandidate for election at the time of the Company gained from his service as Chief Executive Officer and Chairman of the Board of the Company.Annual Meeting.
Robert P. Myron has served as our President and Chief Operating Officer since September 2014 and has served as a director since December 2010. He is also an administrator of one of our Delaware statutory trusts. Mr. Myron served as our Chief Executive Officer from October 2012 to September 2014, and before that as our Chief Financial Officer from June 2010 until September 2012. Prior to that time, Mr. Myron served as Senior Vice President, Treasurer and Chief Risk Officer of The Hanover Insurance Group, Inc., a
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property-casualty insurance company, from 2007 until 2010, and before that, as Executive Vice President and Chief Financial Officer of Argo Group International Holdings Ltd., an insurance and reinsurance company, from August 2007 to October 2007. Prior to that, Mr. Myron was Executive Vice President and Chief Financial Officer of PXRE Group, Ltd., a property reinsurer, from 2005 to August 2007, and before that, served as Treasurer from 2003 to 2005. Prior to PXRE, Mr. Myron was the President of Select Reinsurance Ltd., a privately-held Bermuda-based property-casualty reinsurer, from 1999 to 2003. Mr. Myron received his B.S. from Babson College. He also holds the Associate in Reinsurance designation and is a Certified Public Accountant.
We believe Mr. Myron’s qualifications to serve on our Board of Directors include his extensive experience in the financial industry, including 15 years of experience working in the property-casualty insurance and reinsurance industries and his detailed knowledge of the Company gained from his experience serving in different capacities as an executive officer of the Company.
Bryan MartinDavid Zwillinger, age 38, has served as one of our directors since December 2007. Mr. Zwillinger is a Managing Director of D. E. Shaw & Co., L.P. and a member of the D. E. Shaw group’s U.S. growth and buyout private equity unit. Prior to joining the D. E. Shaw group in 2005, Mr. Zwillinger was an associate at J.P. Morgan Partners, LLC. Prior to that, he was a member of the mergers and acquisitions group at Merrill Lynch & Co., Inc., a global securities and financial services firm. Mr. Zwillinger graduated from Rutgers College with a B.A. in economics and earned a B.S. in finance from Rutgers Business School.
We believe Mr. Zwillinger’s qualifications to serve on our Board of Directors include his experience in private equity and investment management.
Class I Director Designated to the Board of Directors by the D. E. Shaw Affiliates
Pursuant to our bye-laws, so long as D. E. Shaw CF-SP Franklin, L.L.C., D. E. Shaw CH-SP Franklin, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C. (the “D. E. Shaw Affiliates”) collectively beneficially continuously own shares representing at least 10% of our outstanding common shares, the D. E. Shaw Affiliates have the right to designate one director to the Board of Directors. As of March 15, 2018, the D. E. Shaw Affiliates owned approximately 11.0% of our outstanding common shares. Pursuant to this right, the D. E. Shaw Affiliates designated Bryan Martin to serve as a Class I director until the 2021 annual general meeting of shareholders.
Bryan Martin has served as our lead independent director since December 2014, and as a director since December 2007. Mr. Martin is a managing directorManaging Director of D. E. Shaw & Co., L.P., a global investment and technology development firm, and head of the D. E. Shaw group’s U.S. growth and buyout private equity unit. Prior to joining the D. E. Shaw group in 2005, Mr. Martin served as a partner at J.P. Morgan Partners, LLC, a private equity division of JPMorgan Chase & Co., from 2003 until 2005. Before that, he was a partner at the Beacon Group, LLC, a private equity, strategic advisory and wealth management partnership, and co-manager of Beacon Group Energy Investors II, LP. Mr. Martin began his career as an equity analyst at Fidelity Investments, a diversified financial services company. He received a B.A. in history from Yale University and an M.B.A. from Northwestern University.
We believe Mr. Martin’s qualifications to serve on our Board of Directors include his experience in private equity and investment banking.management.
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Members of our Board of Directors Whose Terms Do Not Expire at the Annual Meeting
The following table identifies the continuing members of our Board of Directors, their age as of the record date, the class each director serves in, and the positions each director presently holds with the Company.
Name​​Age​​Class​​Position​
Janet Cowell​​​​49​​​II​​Director​
Jerry R. Masters​​​​59​​​II​​Director​
J. Adam Abram​​​​62​​​III​​Chairman of the Board of Directors​
Robert P. Myron​​​​49​​​III​​Director and Chief Executive Officer​
Michael T. Oakes​​​​53​​​III​​Director​
Ollie L. Sherman, Jr.​​​​66​​​II​​Director​
The following biographical information is furnished as to each continuing director:
Janet Cowell has served as one of our directors since May 2016. Ms. Cowell has served as the Chief Executive Officer of Girls Who Invest, a non-profit organization dedicated to increasing the number of women in portfolio management and executive leadership in the asset management industry, since January 2018. Ms. Cowell served as Treasurer of the state of North Carolina from 2009 through 2016. Before that, Ms. Cowell served as a member of the North Carolina State Senate from 2004 to 2008. Prior to that, she served as a member of the Raleigh city council from 2001 to 2004, and before that she worked as a business consultant with Sibson & Co. and a securities analyst with HSBC Bank and Lehman Brothers. Ms. Cowell has served as a director of ChannelAdvisor Corporation, e-commerce cloud platform company, since 2016. Ms. Cowell received a B.A. from the University of Pennsylvania, an M.B.A. from the Wharton School of Business and an M.A. from the Lauder Institute. Ms. Cowell is also a level 1 CFA.
We believe that Ms. Cowell’s qualifications to serve on our Board of Directors include her financial knowledge and significant investment and management experience.
Jerry R. Masters has served as one of our directors since the completion of the initial public offering of our common shares (the “IPO”) in December 2014. Mr. Masters is a private investor. From 1991 to 2000, Mr. Masters held various executive positions within the financial organization at Microsoft Corporation, last serving as Senior Director, a role in which role he was responsible for external and internal financial reporting, budgeting and forecasting. From 1980 to 1991, Mr. Masters worked in the audit department of Deloitte & Touche LLP. From 2005 until August 2014, Mr. Masters served on the board of directors of TransMontaigne Partners LP, a terminaling and transportation company, and has served on the board of directors of Sandhills State Bank since 2010. Mr. Masters holds a B.S. in business administration from the University of Nebraska.
We believe Mr. Masters’ qualifications to serve on our Board of Directors include his financial and accounting knowledge, extensive financial management experience and executive management experience.
J. Adam Abram has served as Non-Executive Chairman of the Board since January 2018. Previously, Mr. Abram was Chief Executive Officer and Executive Chairman of the Board from September 2014 through December 2017. Mr. Abram served as our Non-Executive Chairman of the Board from October 2012 through September 2014, and before that, Executive Chairman of the Board from December 2007 to September 2012. Mr. Abram also previously served as our Chief Executive Officer from December 2007 through March 2008. Prior to this, he served as the Executive Chairman, President and Chief Executive Officer of James River Group, Inc. from its inception in 2002 through 2007 and from March 2008 until October 2012 (during which time he periodically served in different roles at various operating units). Mr. Abram was also a founder of James River Group, Inc. Mr. Abram served as lead independent director of the Yadkin Financial Corporation (“Yadkin”), a bank holding company, from July 2014 until its acquisition by F. N. B. Corporation in March 2017 and, prior to that, as the Chairman of the Board of VantageSouth Bancshares, Inc., a bank holding company, and its subsidiary bank, VantageSouth Bank, from November 2011 until its acquisition by Yadkin in July 2014. He also served as Chairman of Piedmont Community Bank Holdings, Inc., a bank holding company, from the time he co-founded it in 2009 until it was also acquired by Yadkin in July 2014. Mr. Abram received his B.A. from Harvard University.
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We believe Mr. Abram’s qualifications to serve on our Board of Directors include his extensive experience as an executive officer and director in the insurance industry, experience as a founder of several financial services and other companies and his detailed knowledge of the Company gained from his service as Chairman of the Board of the Company and his prior service as Chief Executive Officer.
Robert P. Myron has served as our Chief Executive Officer since January 2018. He served as our President and Chief Operating Officer from September 2014 to December 2017 and has served as a director since December 2010. He is also a director and Chief Executive Officer of our U.S. holding company, a director of our U.K. holding company and an administrator of one of our Delaware statutory trusts. Mr. Myron served as our Chief Executive Officer from October 2012 to September 2014, and before that as our Chief Financial Officer from June 2010 until September 2012. Prior to that time, Mr. Myron served as Senior Vice President, Treasurer and Chief Risk Officer of The Hanover Insurance Group, Inc., a property-casualty insurance company, from 2007 until 2010, and before that, as Executive Vice President and Chief Financial Officer of Argo Group International Holdings Ltd., an insurance and reinsurance company, from August 2007 to October 2007. Prior to that, Mr. Myron was Executive Vice President and Chief Financial Officer of PXRE Group, Ltd., a property reinsurer, from 2005 to August 2007, and before that, served as Treasurer from 2003 to 2005. Prior to PXRE, Mr. Myron was the President of Select Reinsurance Ltd., a privately-held Bermuda-based property-casualty reinsurer, from 1999 to 2003. Mr. Myron received his B.S. from Babson College. He also holds the Associate in Reinsurance designation and is a Certified Public Accountant.
We believe Mr. Myron’s qualifications to serve on our Board of Directors include his extensive experience in the financial industry, including in excess of 15 years of experience working in the property-casualty insurance and reinsurance industries and his detailed knowledge of the Company gained from his experience serving in different capacities as an executive officer of the Company, including as Chief Executive Officer.
Michael T. Oakes has served as one of our directors since December 2007. Mr. Oakes has served as the President of Conifer Group, Inc., a consulting company, since February 2011. Prior to this, Mr. Oakes served as Executive Vice President of the Company from June 2010 until his retirement in January 2011. From December 2007 through June 2010, Mr. Oakes served as our Chief Financial Officer, and from March 2008 through June 2010, he served as our Chief Executive Officer. From 2004 through 2007, he served as Chief Financial Officer of James River Group and from 1998 until 2004, Mr. Oakes was a Managing Director in the Insurance Investment Banking Group at Keefe, Bruyette & Woods, Inc., an investment banking firm based in New York. Mr. Oakes received a B.S. in business administration with a concentration in accounting from the University of North Carolina at Chapel Hill and an M.B.A. from Harvard Business School.
We believe Mr. Oakes’s qualifications to serve on our Board of Directors include his broad range of management and investment banking experience, with a focus on financial institutions and insurance companies, as well as his accounting background.
R. J. Pelosky,Ollie L. Sherman, Jr.has served as one of our directors since March 2012.May 2016. Mr. Pelosky has served as Principal of J2Z Advisory, LLC, an independent global asset allocation and portfolio strategy investment consulting firm, since January 2011. Prior to this, he was self-employed, managing private capital for several
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years through 2009. From June 1990 through December 2002, he served in various roles at Morgan Stanley, a financial services firm, most recentlySherman retired as a Managing DirectorPrincipal with Towers Watson in 2010. At Towers Watson, Mr. Sherman functioned as a consulting actuary and headpractice manager for the company’s property and casualty division for over 25 years. Prior to joining Towers Watson, Mr. Sherman was employed by the Travelers Insurance Company for ten years where he had overall responsibility for countrywide workers’ compensation pricing. Mr. Sherman graduated from the University of Virginia with a B.S. in applied mathematics, and he is a Fellow of the Global Asset Allocation research group. Mr. Pelosky received his B.A. from Duke UniversityCasualty Actuarial Society and his M.A. from George Washington University.a Member of the American Academy of Actuaries.
We believe that Mr. Pelosky’sSherman’s qualifications to serve on our Board of Directors include his 30 years of professional investment experience.
Thomas R. Sandler has served as one of our directors since the completion of our IPO in December 2014. Mr. Sandler served as a board member for GeoTree Technologies, Inc., a provider of geopolymer-based materials used for infrastructure rehabilitation from September 2011 through its acquisition in December 2012. Mr. Sandler has served on the board of directorsextensive knowledge and Audit Committee of SquareTwo Financial Corporation, a leading purchaser of charged-off consumer and commercial receivablesexperience in the accounts receivable managementinsurance industry since December 2010. He was the President of Thule Organization Solutions, Inc., a consumer product provider, from May 2004 until July 2009. Prior to that he was employed by Samsonite Corporation, where he served as President of the Americas from February 1998 to May 2004, and as Worldwide Chief Financial Officer from May 1995 until February 1998. Mr. Sandler received a B.S. in accounting from Ithaca College and a Masters of Science in accounting with a finance emphasis, from State University of New York — Binghamton. Mr. Sandler is a Certified Public Accountant.
We believe that Mr. Sandler’s qualifications to serve on our Board of Directors include his financial and accounting knowledge, extensive financial management experience and executive management experience.
David Zwillinger has served as one of our directors since December 2007. Mr. Zwillinger is a Senior Vice President of D. E. Shaw & Co., L.P. and a member of the D. E. Shaw group’s U.S. growth and buyout private equity unit. Prior to joining the D. E. Shaw group in 2005, Mr. Zwillinger was an associate at J.P. Morgan Partners, LLC. Prior to that, he was a member of the mergers and acquisitions group at Merrill Lynch & Co., Inc., a global securities and financial services firm. Mr. Zwillinger graduated from Rutgers College with a B.A. in economics and earned a B.S. in finance from Rutgers Business School.
We believe Mr. Zwillinger’s qualifications to serve on our Board of Directors include his experience in private equity and investment banking.knowledge.
There are no family relationships among any of our directors or executive officers.
Director Designation and Voting Arrangements
Pursuant to our bye-laws, so long as D. E. Shaw CF-SP Franklin, L.L.C., D. E. Shaw CH-SP Franklin, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C. (the “D. E. Shaw Affiliates”) collectively beneficially continuously own shares representing at least (1) 25% of our outstanding common shares, the D. E. Shaw Affiliates shall have the right to designate two directors to the Board of Directors and (2) 10% (but less than 25%) of the outstanding common shares, the D. E. Shaw Affiliates shall have the right to designate one director to the Board of Directors. Each of Messrs. Bryan Martin and David Zwillinger have been designated for an additional term as a Class I director by the D. E. Shaw Affiliates, with a term ending at our 2018 annual general meeting of shareholders. As a result, no directors are being elected at the Annual Meeting.
Additionally, so long as the D. E. Shaw Affiliates collectively own more than 20% of our outstanding common shares, the D. E. Shaw Affiliates shall not have the right to vote their shares with respect to the election of certain designated directors and their successors (“Excluded Directors”). If the Board of Directors consists of an even number of directors, the number of Excluded Directors will be the number representing 50% of the Board of Directors. If the Board of Directors consists of an odd number of directors, the number of Excluded Directors will be the minimum number of directors that represents a majority of the Board of Directors. The Excluded Directors, who were designated as such by our Board of Directors, are J. Adam Abram, Robert P. Myron, Jerry R. Masters and Thomas R. Sandler.
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Director Independence
We have reviewed the independence of the persons who serve as our directors and nominees for election as directors using the NASDAQ Stock Market independence standards. Based on this review, we have determined that Messrs. Martin, Masters, Pelosky, SandlerSherman and Zwillinger and Ms. Cowell are independent withinindependent.
Board Structure
From 2014 through 2017, Mr. Abram served as our Chairman and Chief Executive Officer. Effective January 1, 2018, Mr. Abram retired as our Chief Executive Officer, but remained our Chairman. The Board believes that his continuing service as Chairman is appropriate because of his familiarity with the meaningCompany’s business and strategy and significant experience in the property and casualty industry, based upon being the founder of the NASDAQ Stock Market listing standards.Company and other companies in the industry. Additionally, the Board believes that Mr. Abram, will work closely with our new Chief Executive Officer, Mr. Myron, who served as President and Chief Operating Officer of the Company since 2014, to assist in effectively identifying strategic priorities and execution of Company strategy.
Our independent directors bring experience and expertise from outside the Company and the property and casualty industry, but our Board believes that Mr. Abram, based on his vast experience and knowledge of the Company, and previous close work with Mr. Myron, remains in the best position to identify areas of focus for the Board and to set the Board’s initial agenda, even though he no longer remains as our Chief Executive Officer.
Mr. Martin is our lead independent director. In such capacity, he leads executive sessions of the Board of Directors and communicates with our Chief Executive Officer between meetings to discuss strategy and other matters that may require attention of the Board.
Risk Oversight
The Company’s management, including and under the supervision of our Chief Executive Officer, has the primary responsibility for managing risks of the Company, subject to Board oversight. The Board has delegated certain of its risk oversight responsibilities to various Board committees. Specifically, the Board has assigned oversight of the risks associated with the Company’s investment portfolio to the Investment Committee and of risks associated with the Company’s compensation policies and practices to the Compensation Committee. The Board has delegated to the Audit Committee the responsibility for oversight of the Company’s financial risks, financial controls, internal audit and potential conflicts of interest and receives regular internal audit updates from our Chief Financial Officer and head of internal audit. Finally, our Board of Directors reviews strategic and operational risk in the context of reports from our senior management team, receives reports regarding activities of our Board committees at each regular meeting, and evaluates the risks inherent in significant transactions.
Committees of our Board of Directors
Each director attended at least 75% of the aggregate meetings of our Board of Directors and committees that he or she served on during 2014 while he was in office, except for Mr. Oakes, Mr. Pelosky and Gaurav Bhandari (who resigned as a director in September 2014).2017. During 2014,2017, our Board of Directors met three times.
Our Board of Directors has established four standing committees to assist it in carrying out its responsibilities: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Investment Committee. Each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee and the Investment Committee operates under its own written charter, whichcharter. The charters of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Investment Committee comply with the applicable rules and regulations of the SEC and the NASDAQ Stock Market. Copies of the charters of the Audit Committee, Compensation Committee and Governance and Nominating Committeeour standing committees are available on our website at http://www.JRGH.net.
The membership of each committee and the function of each of the committees are described below.
Audit Committee
Our Audit Committee consists of Messrs. Masters (Chairman) and Sherman and Ms. Cowell. During 2014, our2017, the Audit Committee met one time and consisted of Messrs. Zwillinger (Chairman), Martin and Bhandari (until his resignation in September 2014). Effective upon the completion of the IPO, Mr. Masters (Chairman) and Messrs. Pelosky and Sandler were appointed to the Audit Committee.five times.
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Our Board of Directors has determined that our current members of the Audit Committee are independent and meet the requirements for financial literacy under applicable rules and regulations of the SEC and the NASDAQ Stock Market. Mr.Each of Messrs. Masters and Sherman and Ms. Cowell has been identified by our Board of Directors as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K.S-K (an “AC Financial Expert”). Mr. Masters acquired the skills necessary to qualify as an AC Financial Expert through his experience as a Senior Director at Microsoft Corporation, where he was responsible for external and internal financial reporting, his accounting and auditing experience while at Deloitte & Touche and his work with the American Institute of Certified Public Accountants’ Accounting Standards Executive Committee. Ms. Cowell acquired the skills necessary to qualify as an AC Financial Expert through her experience as the State Treasurer of North Carolina, where she oversaw the finances of the State as well as a significant number of local governments, including review and submission of their audited financial statements, and her M.B.A. from the Wharton School of Business and status as a level 1 CFA. Mr. Sherman acquired the skills necessary to qualify as an AC Financial Expert through his experience at Towers Watson as a consulting actuary and manager for the company’s property and casualty practice, where his responsibilities included the review of property and casualty financial data in connection with the issuance of actuarial opinions for use in connection with financial statements and other financial analysis.
The Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities relating to:
•
the integrity of our financial statements and our financial reporting process;
​
•
internal and external auditing and the independent registered public accounting firm’s qualifications and independence;
​
•
the performance of an internal audit function and our independent registered public accounting firm;
​
•
the integrity of our systems of internal accounting and financial controls; and
​
•
our compliance with legal and regulatory requirements.
​
In so doing, the Audit Committee is responsible for maintaining free and open communication between the committee, the independent registered public accounting firm and our management. In this role, the Audit Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of our Company and has the power to retain outside counsel or other experts for this purpose.
The Audit Committee has direct responsibility for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The Audit Committee engages in an annual evaluation of the independent public accounting firm’s insurance industry qualifications and expertise, assesses the firm’s quality of service, the firm’s sufficiency of resources, the quality of communication and interaction with the firm and the firm’s independence, objectivity and professional skepticism. The Audit Committee also considers the advisability and potential impact of selecting a different independent public accounting firm.
The Audit Committee meets in executive session with the independent registered public accounting firm and the Company’s internal audit group at least quarterly.
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The Audit Committee is responsible for approving all transactions with related persons. Annually,On an annual basis, the Audit Committee reviews and approves or ratifiesall related party transactions that the Company is a party to, and on a quarterly basis receives a summary of such transactions with related persons as prepared by management. To the extent any new transactions may arise during the course of the year, management discusses such transactions with the Audit Committee. A further description of the Audit Committee’s role in reviewing related party transactions is set forth in this proxy statement under “Certain Relationships and Related Transactions”.Transactions.”
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Compensation Committee
During 2014, ourOur Compensation Committee consistedconsists of Messrs. Martin (Chairman), OakesMasters and Bhandari (until his resignation in September 2014). The Compensation Committee did not meet in 2014. Effective upon the completion of the IPO, Messrs. Pelosky and Zwillinger were appointed toZwillinger. During 2017, the Compensation Committee and Mr. Martin continued as chairman of the committee.met three times.
Our Board of Directors has determined that our current members of the Compensation Committee are independent under applicable rules and regulations of the SEC and the NASDAQ Stock Market. The Compensation Committee assists our Board of Directors with reviewing the performance of our management in achieving corporate goals and objectives and assuring that our executives are compensated effectively in a manner consistent with our strategy, competitive practice and the requirements of the appropriate regulatory bodies. Toward that end, the Compensation Committee, among other responsibilities, makes recommendations to our Board of Directors regarding director and executive officer compensation, equity-based compensation plans and executive benefit plans. In determining compensation recommendations to the Board of Directors, the Compensation Committee may consultconsults with our Chief Executive Officer and President and Chief Operating Officer. The Compensation Committee also administers the Company’s incentive plans.
Until the earlier of  (1) the D. E. Shaw Affiliates collectively beneficially ceasing to own at least 20% of our outstanding common shares, and (2) December 17, 2017, a director designated by the D. E. Shaw Affiliates will be entitled to serve as chair of the Compensation Committee.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consists of Messrs. Zwillinger (Chairman) and Martin. During 2014, our2017, the Nominating and Corporate Governance Committee met one time and consisted of Messrs. Abram (Chairman), Zwillinger and Myron. Effective upon the completion of the IPO, Mr. Martin was appointed to the Nominating and Corporate Governance Committee, and Mr. Zwillinger became chairman of the committee.once.
Our Board of Directors has determined that our current members of the Nominating and Corporate Governance Committee are independent under applicable rules and regulations of the SEC and the NASDAQ Stock Market. Among other responsibilities, the Nominating and Corporate Governance Committee identifies individuals qualified to become board members, recommends to the Board of Directors the director nominees for the next annual general meeting of shareholders and recommends to the Board of Directors individuals from time to time to fill vacancies on the Board of Directors.
The Nominating and Corporate Governance Committee determines the qualifications, qualities, skills and other expertise required to be a director and develops and recommends such criteria to the Board of Directors for its approval (the “Director Criteria”). In evaluating a candidate for director, the committee may consider, in addition to the Director Criteria and such other criteria as the committee considers appropriate under the circumstances, whether a candidate possesses the integrity, judgment, knowledge, experience, skills, expertise, and viewpoints that are likely to enhance the Board’s ability to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties. The committee may take into account the satisfaction of any independence requirements imposed by law or regulation and a candidate’s diversity. The committee has authority to retain and terminate any search firm to be used to identify director candidates and to approve the search firm’s fees and other retention terms and may obtain advice and assistance from internal or external legal, accounting and other advisors as it deems necessary to fulfill its duties and responsibilities.
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The Nominating and Corporate Governance Committee may consider candidates recommended by any of the Company’s shareholders. In considering any such candidate, the committee may use the Director Criteria and such other criteria as the committee considers appropriate under the circumstance to evaluate any such candidate. For details on how stockholdersshareholders may submit nominations for directors, see “Other Matters.”
Investment Committee
During 2014,2017, our Investment Committee consisted of Messrs. Oakes (Chairman), Bhandari (until his resignation in September 2014),Martin, Abram and Myron and Pelosky.Ms. Cowell. The Investment Committee did not meetmet three times in 2014. Effective upon the completion of the IPO, Messrs. Abram, Martin and Myron were appointed to the Investment Committee, and Mr. Oakes continued to serve as chairman.2017. The Investment Committee establishes and oversees the implementation of our overall investment policy.
Annual Evaluations
On an annual basis, the members of the Board and each of our committees complete a self-assessment questionnaire to determine whether the Board and each committee is functioning effectively. The questionnaires invite written comments on all aspects of the Board and each committee’s process, and are completed on an anonymous basis to encourage candor. The results are then summarized and reviewed at a subsequent Board meeting.
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Compensation Committee Interlocks and Insider Participation
During 2014, prior to the IPO,2017, our Compensation Committee consisted of Messrs. Martin (Chairman), OakesMasters and Bhandari (until his resignation in September 2014). Effective upon the completion of the IPO, Messrs. Pelosky and Zwillinger were appointed to the Compensation Committee, and Mr. Martin continued as chairman of the committee. Mr. Oakes served as an executive officer of the Company and its predecessor, James River Group, for the period of 2004 through 2010.Zwillinger. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.
Messrs. Martin and Zwillinger are executive officers of D. E. Shaw & Co., L.P., an affiliate of the D. E. Shaw Affiliates. For a description of related party transactions that we are party to with different affiliates of the D. E. Shaw Affiliates, please see “Certain Relationships and Related Transactions — Related Party Transactions.”
Attendance at Annual General Meetings of Shareholders
We encourage each member of our Board of Directors to attend the annual general meeting of shareholders. Each of our directors attended our 2017 annual general meeting of shareholders.
Communications with our Board of Directors
Any shareholder that desires to communicate directly with our Board of Directors, or any committee thereof, or one or more individual directors may do so by addressing the communication to our Secretary at James River Group Holdings, Ltd., Conyers Corporate Services (Bermuda) Limited, Clarendon House, P.O. Box HM 1022, Hamilton HM DX, Bermuda, with a request to forward the communication to the intended recipient. The outside of the envelope should be clearly marked “Director Communication.” All such correspondence will be forwarded to the relevant director or group of directors, except for items unrelated to the functions of the Board, including business solicitations or advertisements.
Code of Conduct
We have a Code of Conduct (the “Code of Conduct”) applicable to our directors, officers and employees that complies with the requirements of applicable rules and regulations of the SEC and the NASDAQ Stock Market. This code is designed to deter wrongdoing and to promote:
•
honest and ethical conduct, including the ethical handling of avoiding actual or apparent conflicts of interest between personal and professional responsibilities to the Company;
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•
full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the SEC and in other public communications made by us, as well as communications with insurance and other regulators;
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•
compliance with applicable governmental laws, rules and regulations;
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•
prompt reporting of violations of the Code of Conduct to the Chairman of our Audit Committee; and
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•
accountability for adherence to the Code of Conduct.
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Our Code of Conduct is available on the investor relations portion of our website.
Attendance at Annual General MeetingsProhibition on Hedging
We encourage each member of our Board of Directors to attend the annual general meeting of shareholders. None ofOur insider trading policy prohibits our directors, attended our 2014 annual general meeting of shareholders.
Communicationsofficers and employees from engaging in any hedging or monetization transactions or similar arrangements with our Board of Directors
Any shareholder that desires to communicate directly with our Board of Directors, or any committee thereof, or one or more individual directors may do so by addressing the communicationrespect to our Secretary at James River Group Holdings, Ltd., c/o Codan Services Limited, Clarendon House, P.O. Box 1022, Hamilton HM 12, Bermuda,securities. Such parties are also prohibited from engaging in any short sales, utilizing a margin account with respect to buying or selling our securities, or trading in exchange-traded options or other derivative securities.
Investor Engagement
The Company has a request to forward the communicationregular and public dialogue with its current and potential investors. Its earnings conference calls are open to the intended recipient. The outsidepublic, with access information (dial in, webcast) distributed in a press release a few weeks prior to the call. Additionally, select members of the envelope should be clearly marked “Director Communication”. All such correspondence will be forwarded tosenior management team participate in a range of conferences sponsored by the relevant director industry and/or group of directors, except for items unrelated toequity analysts throughout the functions of the board, including business solicitations or advertisements.year,
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Director which are generally open to the investment community at large. The Company also meets in one on one and group meetings with individual investors throughout the year. Across all opportunities, the Company generally meets in person and speaks with its large, active investors multiple times a year.
Compensation of Directors
The following table sets forth information concerning compensation earned by our non-employee directors in the year ended December 31, 2014.2017.
Name​
Fees Earned
or Paid
in Cash(1)
​Stock
Awards		​Option
Awards		​All Other
Compensation		​Total​​Fees Earned or
Paid in Cash		​
Stock
Awards(1)
​
All Other
Compensation(2)
​Total​
​​($)​($)​($)​($)​($)​​($)​($)​($)​($)​
Gaurav Bhandari(2)
​​​—​​​​—​​​​—​​​​—​​​​—​​
Janet Cowell​​​75,000​​​​25,007​​​$1,913​​​$101,920​​
Bryan Martin​​​—​​​​24,990(3)​​​​—​​​​—​​​​24,990​​​​​75,000​​​​25,007​​​$1,755​​​$101,762​​
Jerry R. Masters​​​—​​​​24,990(3)​​​​—​​​​—​​​​24,990​​​​​100,000​​​​25,007​​​$1,755​​​$126,762​​
Michael T. Oakes​​​250,000​​​​24,990(3)​​​​—​​​​—​​​​274,990​​​​​75,000​​​​25,007​​​$39,255​​​$139,262​​
R.J. Pelosky, Jr​​​104,000​​​​24,990(3)​​​​—​​​​—​​​​128,990​​
Thomas R. Sandler​​​—​​​​24,990(3)​​​​—​​​​—​​​​24,990​​
Ollie L. Sherman, Jr.​​​75,000​​​​25,007​​​$1,913​​​$101,920​​
David Zwillinger​​​—​​​​24,990(3)​​​​—​​​​—​​​​24,990​​​​​75,000​​​​25,007​​​$1,755​​​$101,762​​
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(1)
Stated amounts consist of compensation paid to Mr. Oakes for service as a director and Chairman of our Investment Committee until the completion of the IPO and to Mr. Pelosky for service as a director.
​
(2)
Mr. Bhandari resigned from the Board of Directors in September 2014.
​
(3)
Represents the grant date fair value of an award of 1,190 RSUs, which vests onrestricted share units awarded under the first anniversary of the grant date. None of our non-employee directors holds any other equity awards.2014 Non-Employee Director Incentive Plan, calculated in accordance with FASB ASC Topic 718.
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(2)
Represents dividends paid to directors that had accrued on unvested restricted share units and were paid at the time the awards vested, and additionally, in the case of Mr. Oakes, includes $37,500 in consulting fees he was paid during 2017 pursuant to a consulting agreement with the Company. The consulting agreement was terminated in 2017. Infrequently, a family member has accompanied a director on a corporate chartered aircraft when the aircraft was already going to a specific destination for a business purpose and vacant seats were available. There is no incremental cost to the Company for this travel.
​
Director Compensation Policy
We adopted a director compensation policy in connection with our IPO. Commencing January 1, 2015,During 2017, our non-employee directors receivereceived cash compensation in the amount of $75,000 per year, payable in four equal installments at the beginning of each quarter.year. Our non-employee directors also receivereceived a grant of restricted share units (“RSUs”) with a grant date value of approximately $25,000 per year. The initial grant was made to the non-employee directors at the time of completion of our IPO. The awards of RSUs which wereare made from the James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan, will vest in full on the first anniversary of the date of the grant. We do not intend
Effective January 1, 2018, our non-employee director cash compensation was increased to make any additional equity grants$125,000 per year and the value of the RSUs to be awarded to our non-employee directors during 2015,on an annual basis was increased to a fair market value of  $50,000. Our Board of Directors, at the recommendation of the Compensation Committee, approved this increased compensation. The Compensation Committee, at the recommendation of our Chief Executive Officer and instead anticipatePresident and Chief Operating Officer, increased the amount of non-employee director compensation in consideration of the burden associated with required travel to Bermuda by our non-employee directors for our Board and committee meetings multiple times a year, as well as their belief that the nextincreased amount of compensation is more likely to attract additional directors in the future, should the Board deem any such additions appropriate.
Additionally, the Board, at the recommendation of our Compensation Committee, approved compensation to be payable to our Chairman effective January 1, 2018, in the amount of  $350,000 per annum in cash, and an annual award of RSUs will be granted in 2016.with a fair market value of  $150,000 on the date of grant, which amounts include the compensation that is otherwise payable to non-employee directors. The determination was made to pay additional compensation to our Chairman based upon the fact that, effective with his retirement on January 1, 2018, Mr. Abram would no longer receive compensation for serving as our Chairman pursuant to his employment agreement, under which he was compensated for serving as both the Chairman and Chief Executive Officer.
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In addition, to the aboveaforementioned compensation, the Chairman of our Audit Committee is paid cash compensation in the amount of $25,000 per year for service in such capacity. This amountcapacity, which is payable in four equal installments at the beginning of each quarter.unchanged from 2017. No other committee chairman or committee member receives additional compensation for such service.
FollowingThe cash compensation is paid to our non-employee directors in four equal installments at the IPO,beginning of each quarter. At the recommendation of our Compensation Committee, the RSU awards are made by our Board at our Board and committee meetings in February.
In accordance with instructions from the D. E. Shaw group and Messrs. Martin and Zwillinger, the cash portion of the director compensation earned by Messrs. Martin and Zwillinger is being paid to entities within the D. E. Shaw group.
James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan
Our non-employee directors receive equity grants pursuant to our 2014 Non-Employee Director Incentive Plan (the “Director Plan”), which became effective at the time we completed our IPO. The purpose of the Director Plan is to enable the Company to attract and retain individuals who may perform services for the Company as non-employee directors, to compensate them for their contributions to the long-term growth and profits of the Company and to encourage them to acquire a proprietary interest in the success of the Company. The Director Plan permits awards of non-qualified share options, share appreciation rights, restricted shares, performance shares, restricted share units and other awards. The
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Board of Directors, upon the recommendation of the Compensation Committee, determines the amounts and terms of non-employee director equity awards under the Director Plan. The Compensation Committee is otherwise responsible for the administration of the Director Plan.
Unless otherwise provided in an award agreement, in the event of a “change in control” (as defined below), a director whose service as a member of the Board is terminated without “cause” within 12 months of the change in control transaction will have (1) all options or share appreciation rights held by such person become immediately exercisable if not then fully exercisable, (2) the period of restriction on all restricted shares, restricted share units and any other award expire and such awards vest immediately and (3) any other vesting criteria or performance goals deemed achieved at 100% target levels, in each case as of the date of termination of the director’s service as a member of the board. Additionally, in the event of a change in control, the Compensation Committee may, to the extent the Compensation Committee determines it is permitted under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) cancel any outstanding award and pay to the holders thereof the value of the award, in cash or common shares, based upon the price per common share to be received by other shareholders of the Company, or provide for the assumption of or issuance of substitute awards.
A “change in control” will generally be defined as (1) the purchase or other acquisition by any person or entity of beneficial ownership of 50% or more of either the then outstanding common shares of the Company or the then outstanding voting securities of the Company entitled to vote generally in the election of directors, (2) the consummation of a merger or consolidation or other transformative transaction involving the Company such that persons who were the shareholders of the Company immediately prior to such change in control transaction do not immediately thereafter own 50% of the outstanding common shares or voting securities or (3) a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company.
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EXECUTIVE OFFICERS
Executive Officers
The following table identifies each of our executive officers and their age as of March 16, 2015:the record date:
Name​​Age​​Position​
J. Adam AbramRobert P. Myron​​5949​​Chairman of the BoardDirector and Chief Executive Officer​
Robert P. MyronSarah C. Doran​​46​​Director, President and Chief Operating Officer​
Gregg T. Davis​​5744​​Chief Financial Officer​
Richard Schmitzer​​5962​​President and Chief Executive Officer of the Excess and Surplus
Lines segment		​
Steven J. Hartman​​5053​​President and Chief Executive Officer of the Specialty Admitted
Insurance segment		​
Dennis Johnson​​6669​​President and Chief Underwriting Officer of the Casualty
Reinsurance segment		​
The following biographical information is furnished regarding each of our executive officers, excluding Messrs. Abram andMr. Myron, whose biographical information is included in the section “Board of Directors and Corporate Governance”.Governance.”
Gregg T. DavisSarah C. Doran is ourhas served as the Company’s Chief Financial Officer and has served in this capacity since October 2012. In addition, Mr. Davis has served as Chief Financial Officer of James River Group since April 2006, andJanuary 2017. Ms. Doran also serves as a directorDirector of our U. K. holding company and a Director and officer of our U.S.-domiciled subsidiaries. Mr. Davis is also a trustee or administrator of fourmost of our Delaware statutory trusts. Mr. Davis has beendomestic subsidiaries. Before joining the ChiefCompany, Ms. Doran served as Senior Vice President, Investor Relations and Treasurer of Allied World Assurance Company Holdings, AG, an international provider of property, casualty and specialty insurance and reinsurance, since April 2013. Prior to that, Ms. Doran served in various positions at Barclays in the Financial OfficerInstitutions Group from 2008 to 2013, most recently as a Director. Prior to Barclays, Ms. Doran served as a Vice President in the Financial Institutions Group at Lehman Brothers commencing in 2003. Ms. Doran received an M.B.A. from the University of various companies since 1992, including those run by Mr. Abram, excludingChicago and a B.A. in Government from the period from 2002 to 2005, during which period he was the Chief Financial Officer and then Chief Executive OfficerUniversity of a pharmaceutical informatics company. Mr. Davis graduated from Fordham University with a degree in accounting. He is a member of the American Institute of Certified Public Accountants and is an alumnus of Ernst & Young LLP (New York), a registered public accounting firm.Notre Dame.
Richard Schmitzer has served as the President and Chief Executive Officer and a director of James River Insurance Company (“James River Insurance”) and our other subsidiaries in our Excess and Surplus Lines segment since March 2010. He joined the James River Insurance Company (“James River Insurance”) in July 2009 as Senior Vice President and Chief Underwriting Officer. Prior to that, Mr. Schmitzer served nineteen years at Scottsdale Insurance Company, a subsidiary of Nationwide Mutual, where he served in a variety of underwriting and underwriting management roles, most recently as Vice President of Brokerage, Professional Liability and Programs. Mr. Schmitzer received his B.S. in business administration from Central Michigan University.
Steven J. Hartman has served as President and Chief Executive Officer and a director of Falls Lake National Insurance Company and our other subsidiaries in our Specialty Admitted Insurance segment since joining the Falls Lake Insurance group in May 2012. Prior to this, he served as Senior Vice President of IAT Group, a marketing, underwriting and claims office for a group of property-casualty insurance companies, from August 2011 to May 2012. Prior to that, Mr. Hartman served as Director at Arch Reinsurance Company, a specialty casualty underwriter, from June 2002 to May 2011. Mr. Hartman served as Senior Vice President at Gerling Global Reinsurance Corporation of America from 1998 to 2002. Before that, Mr. Hartman served as Senior Vice President and Chief Underwriting Officer and a member of the board of directors of Constitution Reinsurance Company from 1997 until its acquisition by Gerling Global Reinsurance Corporation of America, and prior to that, as Vice President of Transatlantic Reinsurance Company from 1992 to 1997. Mr. Hartman received his B.A. from Wabash College.
Dennis Johnson has served as President and Chief UnderwritingExecutive Officer of JRG Reinsurance Company, Ltd. (“JRG Re”), our subsidiary that comprises the Casualty Reinsurance segment, since May 2016, and prior to that as President and Chief Underwriting Officer since January 2012. Prior to this, Mr. Johnson was employed by QBE Reinsurance Corp., the reinsurance division of QBE Insurance Group, from 20071997 through 2012, having last served as Vice President and Casualty Treaty Manager. Prior to that, Mr. Johnson served as Vice President and Casualty Treaty Manager at Great Lakes American Reinsurance Company from 1991 to 1997. Prior to that, Mr. Johnson served as Assistant Vice President at National Reinsurance Corporation. Mr. Johnson received his M.B.A. in finance from Long Island University.
Effective April 1, 2018, Mr. Johnson will become the Chief Underwriting Officer of Falls Lake National Insurance Company and our other subsidiaries in our Specialty Admitted Insurance Segment, and will cease to be the President and Chief Executive Officer of JRG Re.
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AppointmentEXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The purpose of Certain Executive Officers
Pursuantthis Compensation Discussion and Analysis is to our bye-laws, untilprovide information about the earlier of  (1)Company’s compensation philosophy, objectives and other relevant policies with respect to the D. E. Shaw Affiliates collectively beneficially ceasing to own at least 20%compensation of our outstanding common shares, and (2) December 17, 2017, our Board of Directors shall is not permitted to appoint, remove, terminate or replace our Chairman of the Board, Chief Executive Officer or Chief Operating Officer without the approval of a director designated by the D. E. Shaw Affiliates.
Compensation of the Named Executive Officers
The Summary Compensation Table below shows the compensation for the Company’s current and former Chief Executive Officer. The Summary Compensation Table also shows the compensation for the Company’s two other highest paid executive officers during the 2014 fiscal year. For each executive officer, other than Mr. Davis, compensation information is provided for the 2014 and 2013 fiscal years. In accordance with SEC rules, Mr. Davis’ compensation information is only included in the table for the 2014 fiscal year because he was not one of our two highest paid executive officers in 2013. We refer to each of the officerswho are named in the Summary Compensation Table below (our “named executive officers”), and the material factors relevant to an analysis of these policies and decisions. Our named executive officers for 2017, which constitute all of our executive officers, are:
•
J. Adam Abram, who served as our Chairman and Chief Executive Officer during 2017;
​
•
Robert P. Myron, who served as our President and Chief Operating Officer during 2017, and acted as co-principal financial officer from January 16, 2017, the date our new Chief Financial Officer joined the Company, through March 10, 2017, the date we filed our Annual Report on Form 10-K for the year ended December 31, 2016;
​
•
Sarah C. Doran, who joined the Company as our Chief Financial Officer on January 16, 2017, and served as co-principal financial officer with Mr. Myron through March 10, 2017, the date we filed our Annual Report on Form 10-K for the year ended December 31, 2016, after which date she became our sole principal financial officer;
​
•
Richard Schmitzer, the President and Chief Executive Officer of James River Insurance Company and our other subsidiaries engaged in our excess and surplus lines insurance business;
​
•
Steven J. Hartman, the President and Chief Executive Officer of Falls Lake National Insurance Company and our other subsidiaries engaging in our specialty admitted insurance business; and
​
•
Dennis Johnson, the President and Chief Executive Officer of JRG Reinsurance Company, Ltd., our subsidiary engaged in our casualty reinsurance business.
​
Effective January 1, 2018, Mr. Abram retired as our Chief Executive Officer, but continues to serve as our Chairman of the Board following such date. Mr. Myron became our new Chief Executive Officer on January 1, 2018.
Compensation Philosophy and Objectives
In designing our executive compensation program, we seek to achieve three principal objectives. First, to be fair and reasonable and competitive with our peers in the specialty insurance and reinsurance business, so that we may attract, motivate and retain talented executive officers. Second, to create an alignment of interests between our executive officers and shareholders. As a result, a portion of each executive officer’s compensation consists of one or more equity awards. If the price of our common shares increases over time, our executive officers and our shareholders will benefit together. Finally, we seek to reward performance that supports our principles of building long-term shareholder value overall, and to recognize individual performance that the Compensation Committee of the Board (which for purposes of this Executive Compensation discussion we refer to as the “Committee”) believes contributes to the success of our company.
The principal elements of our compensation program for our executive officers are base salary, a discretionary bonus and equity awards. Additionally, Mr. Schmitzer participates in a retention program, which, with the exception of one employee, is unique to the excess and surplus lines business.
In determining how to best achieve our compensation objectives, the Committee maintains flexibility in order to react to changing conditions and circumstances. For example, in October 2017 the Committee, at the recommendation of our Chief Executive Officer and President and Chief Operating Officer rewarded Ms. Doran for her individual performance in 2017 and the increased responsibility that she would undertake upon the retirement of our Chief Executive Officer on January 1, 2018 by recommending to the Board an increase in Ms. Doran’s base salary from $400,000 to $450,000 per annum and an award of restricted share units (“RSUs”) to her on such date, instead of waiting to take such actions in February of 2018 as is customary practice. The Board approved these changes in compensation and awards. The RSUs awarded to Ms. Doran on October 31, 2017 had a fair market value of  $750,000. Also on October 31, 2017,
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upon the recommendation of our Chief Executive officer, the Committee recommended to the Board, and the Board approved, an increase in Mr. Myron’s base salary from $636,540 per annum to $750,000, and an award of RSUs with a fair market value of  $3,000,000, in each case effective January 1, 2018, the date that Mr. Myron’s election as our Chief Executive Officer became effective. Mr. Myron’s salary increase and equity award were granted in consideration of the additional responsibilities that he would undertake as our Chief Executive Officer. These actions are discussed in more detail below under “Executive Compensation Components — Base Salary” and “— Equity Awards”.
Role of Compensation Committee and our Executive Officers in Setting Executive Compensation
The Committee assists our Board with reviewing the performance of our management in achieving corporate goals and objectives and assuring that our executives are compensated effectively in a manner consistent with our strategy, competitive practice and the requirements of the appropriate regulatory bodies. Toward that end, the Committee, among other responsibilities, makes recommendations to our Board regarding director and executive officer compensation and administers our equity compensation plans.
The Committee has not historically used any benchmarking information to determine executive compensation levels to recommend to the Board, including in 2017. Instead, the Committee has generally relied upon the recommendation of our Chief Executive Officer and President and Chief Operating Officer in determining its recommendation to the Board for different elements of executive officer compensation. With Mr. Abram’s retirement as our Chief Executive Officer effective January 1, 2018, and Mr. Myron’s election as our new Chief Executive Officer, Mr. Myron has begun and will continue making compensation recommendations to the Committee in that capacity.
Weighting of Compensation Components
As a general guideline, we use a target allocation of one-third of an executive’s total compensation to base salary, one-third to bonus and one-third to equity awards for our executive officers at the Company and the President and Chief Executive Officer of our excess and surplus lines segment, while the Presidents and Chief Executive Officers of our other two segments have typically received an equity award with a value less than one-third of their total compensation. When determining the amount of each element of compensation, however, there may be differences due to multiple factors, including market conditions, individual and company performance and our desire to attract and retain executive officers.
Internal Pay Equity
Differences in compensation levels paid to our executive officers generally reflect their differing levels of responsibility. Our Chief Executive Officer has consistently been paid the largest amount of compensation among our executive officers, reflecting reliance on the management and leadership skills of the Chief Executive Officer. Our President and Chief Operating Officer has also received greater amounts of overall compensation than our other executive officers, based upon his responsibilities for the operation of the Company as a whole. The President and Chief Executive Officer of our excess and surplus lines segment has generally earned more than his counterparts at the two other segments based upon the greater significance of his segment to the Company’s financial performance.
In 2017, we hired our new Chief Financial Officer, which brought about additional differences in compensation. Ms. Doran’s compensation is higher relative to our other executive officers in 2017 as a result of her receipt of a sign on bonus, initial equity award and other benefits made available to her pursuant to her employment agreement, which she was paid in order to recruit her to join the Company. As noted above, she also received a salary increase and an equity award on October 31, 2017 (with the salary increase effective November 1, 2017). Although we customarily determine salary increases and make equity awards in February of each year, the Committee, at the recommendation of Messrs. Abram and Myron, and the Board determined to reward Ms. Doran for her performance and anticipated increased responsibilities with the retirement of Mr. Abram as our Chief Executive Officer and Mr. Myron’s election to that position. As a result of Mr. Abram’s retirement there are only two executive officers responsible for overseeing the Company’s overall operations, necessitating that Ms. Doran take on greater responsibility than anticipated at the time she was hired. The Committee’s rationale for making these awards is described in more detail below in the discussion of the base salary compensation component.
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Executive Compensation Components
Base Salary.   The Committee endeavors to set base salaries for executive officers that enable the Company to attract and retain such officers and provide fair compensation taking into account the level of responsibility of such officers. Generally, in February of each year, our Chief Executive Officer and President and Chief Operating Officer have reviewed the salary of our executive officers and made salary adjustment recommendations to the Committee based upon executive officer performance and increases in the cost of living. The Committee would review the recommendations of these officers, and make its own recommendation to the Board for approval. With the retirement of Mr. Abram, Mr. Myron, in the capacity as our Chief Executive Officer, will be responsible for making salary adjustment recommendations to the Committee going forward.
In February 2017, the Board, upon the recommendation of the Committee, approved a 3% increase in the base salary of each of our named executive officers over the prior year base salary (with the exception of Ms. Doran whose base salary was set forth in her employment agreement), with such increase effective March 1, 2017. The below table sets forth the amount of 2016 and 2017 base salaries.
Name​​2016 Salary​​2017 Salary
(effective March 1, 2017)		​
J. Adam Abram​​​$824,000​​​​$848,720​​
Robert P. Myron​​​$618,000​​​​$636,540​​
Richard Schmitzer​​​$496,501​​​​$511,396​​
Steven J. Hartman​​​$468,918​​​​$482,986​​
Dennis Johnson​​​$413,751​​​​$426,164​​
The amount of the salary increases were recommended by Messrs. Abram and Myron to the Compensation Committee, other than with respect to their own salary increases.
Ms. Doran’s employment agreement, entered into on December 19, 2016, set her initial annual base salary for 2017 at $400,000. In October 2017, the Board, at the recommendation of the Committee, increased her base salary to $450,000 effective November 1, 2017. This base salary increase was in lieu of any salary increase that would otherwise be made in February 2018 (when the Committee customarily reviews executive officer base salaries), and was awarded in recognition of her accomplishments during 2017, including her implementation of an additional $100 million bilateral credit facility and making significant improvements in our treasury and credit risk management areas in 2017. This base salary increase was also made in acknowledgement of Ms. Doran’s expected increased responsibilities that she will take on with the retirement of Mr. Abram as our Chief Executive Officer and the promotion of Mr. Myron to that role, resulting in only two executive officers being responsible for overseeing the Company’s overall operations, which was not anticipated when she was hired. Also in October 2017, the Board, at the recommendation of the Committee, increased Mr. Myron’s salary to $750,000, effective on January 1, 2018, the date he became our Chief Executive Officer. This base salary increase was to acknowledge the additional responsibilities that Mr. Myron would undertake as our Chief Executive Officer. Mr. Myron’s salary increase was also in lieu of any salary increase in February 2018. Ms. Doran’s salary increase was recommended to the Committee by Messrs. Abram and Myron, and Mr. Myron’s salary increase was recommended to the Committee by Mr. Abram.
Discretionary Bonuses.   Discretionary cash bonuses are a form of short-term incentive compensation that the Committee may recommend to the Board in its discretion. Bonuses are typically determined as a percentage of each named executive officer’s base salary, with the target being 100% of such amount. The Committee generally has relied on the recommendation of the Chief Executive Officer and President and Chief Operating Officer (other than with respect to their own individual bonuses) in determining bonus amounts for the other executive officers, determines the President and Chief Operating Officer’s bonus at the recommendation of the Chief Executive Officer, and determines the Chief Executive Officer’s bonus itself. Bonus recommendations by our Chief Executive Officer and President and Chief Operating Officer are not determined on a formulaic basis, and no particular weight is assigned to any of the factors considered by them. However, the bonuses are typically determined as a percentage of each named executive officer’s base salary, with the target being 100% of such amount.
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In February 2018, the Committee relied upon the recommendations of Mr. Myron in determining the amount of 2017 executive officer bonus amounts as a result of Mr. Abram’s retirement as Chief Executive Officer on January 1, 2018 and Mr. Myron’s election to such position. Mr. Myron recommended to the Committee that Ms. Doran and Mr. Hartman receive a discretionary bonus, but that none of Messrs. Abram, Schmitzer or Johnson receive a discretionary bonus for 2017.
In determining his recommendations to the Committee regarding bonuses that might be paid to Mr. Abram and Ms. Doran, Mr. Myron considered, among other factors, financial performance of the Company as a whole, including the Company’s 2017 operating income and return on tangible equity (ROTE), as well as each executive officer’s individual performance. Based primarily upon Ms. Doran’s individual performance, including the accomplishments described above under “— Base Salary”, Mr. Myron recommended that Ms. Doran receive a discretionary bonus, but that Mr. Abram not receive any bonus.
In determining his recommendations to the Committee for the bonus amounts of each of the operating segment named executive officers, Mr. Myron considered, among other things, financial performance of each officer’s operating segment, including underwriting profit and reserve development, the applicable segment’s new business initiatives and expense management, as well as such officer’s individual performance. Based upon such factors, Mr. Myron recommended that Mr. Hartman receive a discretionary bonus.
Based primarily upon Mr. Myron’s recommendation (other than with respect to his own bonus, which the Committee determined on its own) the Committee recommended to the Board, and the Board approved, that Messrs. Abram, Schmitzer and Johnson receive no bonus, that Ms. Doran receive a bonus of $200,000, representing 50% of her 2017 base salary (prior to her raise effective November 1, 2017), and that Mr. Hartman receive a bonus of  $240,321, representing approximately 50% of his 2017 base salary. The Committee also recommended to the Board that Mr. Myron not receive a bonus based upon the same considerations applicable to Mr. Myron’s recommendation that Mr. Abram not receive a bonus.
As a segment employee, the bonus for Mr. Hartman was paid two-thirds on or before March 15, 2018, and one-third to be paid on or before the one year anniversary of such date, provided that he remains employed by the specialty admitted segment at the time his bonus is paid in the ordinary course. As an employee of the Company, Ms. Doran was paid the full amount of her bonus on or before March 15, 2018. The payment of Mr. Hartman and Ms. Doran’s bonuses over these periods is consistent with our payment practices for our segment named executive officers and Company named executive officers over the last several years.
In addition to her annual bonus in 2017, Ms. Doran was paid a $150,000 “sign-on” bonus when she commenced her employment with us. The sign-on bonus was paid pursuant to the terms of her employment agreement, and was paid as part of her total agreed compensation package in order to recruit her to join the Company. If Ms. Doran’s employment is terminated with Cause (as defined in her employment agreement), or if she resigns without Good Reason (as defined in her employment agreement), in each case before the date that is two years after her start date with the Company, she will be required to repay a pro-rata portion of her sign-on bonus based upon the portion of the two year period that she did not work for the Company.
Equity Awards.   Equity awards are made to our executive officers from the Company’s 2014 Long-Term Incentive Plan (the “2014 LTIP”). The equity awards are intended as long-term compensation to align the interests of our executive officers with our shareholders, in that an increase in the price of our common shares will benefit both our executive officers and shareholders. The equity awards are also designed to retain and motivate our executive officers.
Prior to our initial public offering (“IPO”) in 2014, equity awards to our named executive officers were made in the form of share options under our predecessor equity plan, and since our IPO, equity awards were made only to named executive officers in the form of share options and RSUs. Based in large part upon the recommendation of the Chief Executive Officer and the President and Chief Operating Officer to the Committee, the Committee recommends the value of options and RSU awards to be granted to the executive officers, and the Board then grants final approval of such awards. The number of shares to be represented by such awards is determined under the Black Scholes model for options, and for RSUs is based upon the fair market value of our shares on the date of approval by our Board (which is the closing price of our shares on the NASDAQ Stock Market on such date).
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Our equity awards are typically made in February on the day before distribution of our fourth quarter and fiscal year-end earnings release following the close of trading on such date. The sole reason for this timing is that the annual awards are made at our February Board and committee meetings in Bermuda, which is usually scheduled the day before distribution of our earnings release.
In 2017, Messrs. Abram and Myron recommended the value of the equity awards to be granted to our named executive officers, and, in consultation with the Committee, recommended that such awards be made in RSUs only. The awards of RSUs only was intended to achieve greater balance for our named executive officers between outstanding share options and RSUs, as generally named executive officers had a greater value of outstanding equity awards in the form of options. Additionally, since our IPO, we have increased the amount of our aggregate annual dividends significantly. We accrue dividends on outstanding RSUs, but such dividends are not paid until the vesting of RSUs. By awarding all RSUs to our named executive officers in 2017, we allowed them to benefit along with our shareholders from the value the named executive officers have created, which would otherwise be distributed to our shareholders in the form of dividends without benefiting the named executive officers holding the majority of the value of their outstanding equity awards in the form of options. The Committee approved the recommendation of Messrs. Abram and Myron, and recommended approval by the Board, which granted final approval of the awards.
In 2017, the fair market value of the RSUs awarded to Messrs. Abram, Myron and Schmitzer were 100% of their 2016 base salary, and the RSUs awarded to Messrs. Hartman and Johnson represented approximately 77% and 60% of their respective 2016 base salaries. Mr. Schmitzer was awarded RSUs with a greater value than Messrs. Hartman and Johnson based upon the greater significance to the Company’s financial performance by the excess and surplus lines segment which Mr. Schmitzer leads, and relative performance of the segment in 2016, in each case as compared to the other two segments.
The fair market value of the 2017 RSU awards awarded to our 2017 named executive officers, and the number of common shares awarded based upon the fair market value of the common shares on the date of grant were as follows:
Name​​RSU FMV
on
Grant Date		​​Number of Shares
Represented by
RSU		​
J. Adam Abram​​​$824,000​​​​​19,540​​
Robert P. Myron​​​$618,000​​​​​14,655​​
Richard Schmitzer​​​$496,501​​​​​11,774​​
Steven J. Hartman​​​$360,000​​​​​8,537​​
Dennis Johnson​​​$250,000​​​​​5,928​​
Ms. Doran’s employment agreement provided for her to receive a grant of options or RSUs with a fair market value of  $650,000 in 2017, as part of the compensation package that we used to recruit her to join the Company. This award was made to her at our February Board and Committee meetings, all in RSUs. Based upon the fair market value of our common shares on the date of grant, this award represents the right for Ms. Doran to receive 15,414 common shares upon vesting. Pursuant to her employment agreement, the award vests in three equal annual installments commencing on January 16, 2018, the first anniversary of the date she joined the Company.
At the recommendation of Messrs. Abram and Myron to the Committee with respect to Ms. Doran, and Mr. Abram for awards to Mr. Myron, the Committee recommended to the Board, and the Board approved, equity grants to Ms. Doran and Mr. Myron in October 2017. For the same reasons base salary increases were approved for Ms. Doran and Mr. Myron in October 2017, as discussed under “Executive Compensation — Base Salary” above, (i) Ms. Doran was awarded an RSU in October 2017 with a fair market value of  $750,000, which grant was made on the date of approval of the grant by the Board and represents 17,722 common shares, based upon the fair market value of our common shares on the date of grant, and (ii) Mr. Myron was awarded an RSU with a fair market value of  $3,000,000, which grant was made on January 1, 2018 (the date he became our Chief Executive Officer) and based upon the fair market value of our shares on January 1, 2018 (which utilized the closing trading price of our common shares on the NASDAQ Stock Market on December 29, 2017, the last trading day before the award became effective)
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represents 74,981 common shares. Each of these awards vest in three equal installments commencing on the first anniversary of the date of grant, and were made in lieu of any equity awards that would have otherwise been awarded to Ms. Doran and Mr. Myron in February 2018.
Welfare Benefits and Perquisites.   Our named executive officers are provided welfare benefits that are generally the same as our other employees, such as Company-paid life insurance, contributions in the Company’s 401(k) Plan, medical, dental and vision plan coverage and long and short-term disability coverage.
In addition to the above benefits, Messrs. Abram, Myron and Johnson and Ms. Doran are entitled to receive benefits based upon their required work for the Company in Bermuda. The Company implemented these benefits for its executive officers in 2008, when the Company formed its holding and reinsurance companies in Bermuda. These benefits are:
•
payment of certain housing expenses in Bermuda for Messrs. Abram, Myron and Johnson;
​
•
payment of travel costs for Messrs. Abram, Myron and Johnson and Ms. Doran;
​
•
tax equalization gross-up payments or other Bermuda tax payments to which any of Messrs. Abram, Myron and Johnson and Ms. Doran may be subject to with respect to payments or benefits that such named executive officer receives under his or her employment agreement as a result of his or her employment by the Company, or in the case of Mr. Johnson, our Bermuda subsidiary.
​
We make the above housing, travel and tax benefits available to the specified named executive officers employed by the Company or its Bermuda subsidiary based upon the unique challenges of performing work in the Bermuda market, including the cost of living and maintaining a residence, travel to and from the island and additional tax expenses primarily resulting from the housing and travel benefits. We believe that providing these benefits is common practice for other Bermuda based insurers, and is consistent with our goal to attract and retain talented executive officers.
The Company also pays for Messrs. Myron and Johnson’s families to occasionally travel to Bermuda. Any incremental costs to the Company associated with such travel is allocated to these executives.
In 2017, the Company paid for certain relocation costs of Ms. Doran as part of the compensation package she was provided to join the Company.
Retention Program.   In addition to the other benefits paid to our named executive officers, Mr. Schmitzer also receives an annual retention payment under the James River Management Company, Inc. Retention Program (the “Retention Program”). The Retention Program was adopted by James River Management Company, Inc. (“JRMC”) effective September 30, 2011, to help attract and retain key employees of our excess and surplus lines business. Under the Retention Program, the Chief Executive Officer of our U.S. holding company (who is the same person as our Chief Executive Officer), or in the case of executive officers of the Company, our Board of Directors upon recommendation of the Compensation Committee, selects the employees who participate in the Retention Program and determines the annual dollar amount to be credited to each participant’s account under the Retention Program. The dollar amount credited to a participant’s account under the Retention Program each year is paid to the participant in five equal annual installments, commencing as of the end of the second plan year beginning after the year in which the amount was credited to the participant’s account. Participants must be employed at the time of payment of an installment to be entitled to receive the payment, subject to certain exceptions described under “— Potential Payments upon Termination or Change of Control”
All amounts credited to a participant’s account remain unvested until paid and may be reduced, modified or terminated at the sole discretion of the Company. The Company may amend, modify or terminate the Retention Program at any time, including, without limitation, to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, so as not to trigger any unintended tax consequences prior to the distribution of benefits under the program. There are no vested rights to amounts under the Retention Program at any time prior to the payment of such amounts, and all amounts under the
21
​
Retention Program are at all times discretionary obligations of the Company, which may be reduced or terminated by the Company at any time. Except as otherwise stated above, the Retention Program is administered by the board of directors of our U.S. holding company.
In 2017, we decided to cease making new dollar credits to accounts of participants under the Retention Program. All amount previously credited to the accounts of participants will continue to be paid in accordance with the terms of the Retention Program.
Consistent with the company’s intent to cease making new dollar credits to accounts under the Retention Program, no additional amounts were credited to Mr. Schmitzer’s account in 2017. Mr. Schmitzer received a payout under the terms of the Retention Plan of  $112,000 in such year based on amounts credited to his account in prior years, and subject to no further modification by the Company of the Retention Program, Mr. Schmitzer’s last payment under the program will be in 2021.
Termination Benefits
Each of our executive officers is party to an employment agreement with us that provides for certain benefits if his or her employment is terminated under certain circumstances. This arrangement provides the named executive officers with a core level of assurance that their actions on behalf of the Company and its shareholders can proceed without the potential distraction of short-term issues that may affect the Company (e.g., a strategic transaction involving the Company) and helps ensure that they continue to act in the best interests of the Company. In addition, the agreements contain measures that protect the Company past the date of the executive officer’s termination, such as confidentiality, non-compete and non-solicitation requirements and the requirement that executive officers execute a general release in favor of the Company. Executive officers may also receive benefits with respect to unvested equity awards under our 2014 LTIP and in the case of Mr. Schmitzer, the Retention Program. The key terms of the severance arrangements are described below in “Potential Payments Upon Termination or Change in Control.”
Consideration of Say-on-Pay Results
From the time of our initial public offering in December 2014 through December 31, 2017, we qualified as an emerging growth company under federal securities laws, which exempted us from certain compensation related requirements, including the requirement under the Exchange Act proxy rules to hold an advisory shareholder vote on our executive compensation (commonly known as “say-on-pay”). Effective January 1, 2018, we ceased to qualify as an emerging growth company and as a result, shareholders are being asked to vote at the Annual Meeting to approve, on an advisory basis, our 2017 executive compensation and the frequency of future advisory votes on executive compensation. While the advisory votes on executive compensation and the frequency of future advisory votes on executive compensation are non-binding, we expect that our Board and Committee will consider the voting results for these proposals.
Compensation Committee Report
The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Compensation Committee
Bryan Martin (Chairman)
Jerry R. Masters
David Zwillinger
22
​
Summary Compensation Table
Name and Principal Position​​Year​​Salary​​
Bonus(3)
​​
Share
Awards (4)
​​
Option
Awards(5)
​​
All Other
Compensation(6)
​​Total​
​​​​​​​​​($)​​($)​​($)​​($)​​($)​​($)​
J. Adam Abram,
Chief Executive Officer and Chairman
of the Board(1)
​​​​2014​​​​​1,040,000​​​​​1,953,548​​​​​4,999,995​​​​​1,043,772​​​​​15,600​​​​​9,052,915​​
​​​2013​​​​​1,000,000​​​​​—​​​​​—​​​​​—​​​​​15,300​​​​​1,015,300​​
Robert P. Myron,
President and Chief Operating Officer
(Former Chief Executive Officer)(2)
​​​​2014​​​​​676,000​​​​​2,355,273​​​​​999,999​​​​​521,888​​​​​467,236​​​​​5,020,396​​
​​​2013​​​​​650,000​​​​​700,000​​​​​—​​​​​—​​​​​413,698​​​​​1,763,698​​
Richard Schmitzer,
President and Chief Executive Officer
Excess and Surplus Lines segment
​​​​2014​​​​​468,000​​​​​1,699,968​​​​​500,010​​​​​391,415​​​​​85,600​​​​​3,144,993​​
​​​2013​​​​​450,000​​​​​525,000​​​​​—​​​​​—​​​​​15,300​​​​​990,300​​
Gregg T. Davis,
Chief Financial Officer
​​​​2014​​​​​390,000​​​​​1,344,885​​​​​500,010​​​​​221,800​​​​​15,600​​​​​2,472,295​​
The following table provides information regarding the compensation of our named executive officers for 2017, and for Messrs. Abram, Myron and Schmitzer, for 2016 and 2015.
Name and Principal Position​​Year​​Salary​​
Bonus(4)
​​
Share
Awards(5)
​​Option
Awards		​​
All Other
Compensation(6)
​​Total​
​​​​​​​​​($)​​($)​​($)​​($)​​($)​​($)​
J. Adam Abram,
Chief Executive Officer and
Chairman of the Board(1)
​​​​2017​​​​$844,600​​​​​—​​​​​824,000​​​​​—​​​​$542,477​​​​$2,211,077​​
​​​2016​​​​$820,000​​​​$824,000​​​​​800,000​​​​​—​​​​$324,630​​​​$2,768,630​​
​​​2015​​​​$806,667​​​​$800,000​​​​​—​​​​​—​​​​$146,059​​​​$1,752,726​​
Robert P. Myron,
President and Chief Operating Officer(2)
​​​​2017​​​​$633,450​​​​​—​​​​​618,000​​​​​—​​​​$309,979​​​​$1,561,429​​
​​​2016​​​​$615,000​​​​$618,000​​​​​300,000​​​​​300,000​​​​$240,952​​​​$2,073,592​​
​​​2015​​​​$612,667​​​​$600,000​​​​​—​​​​​—​​​​$220,879​​​​$1,433,546​​
Sarah C. Doran,
Chief Financial Officer(3)
​​​​2017​​​​$387,500​​​​$350,000​​​​​1,400,000​​​​​—​​​​$20,697​​​​$2,158,197​​
Richard Schmitzer,
President and Chief Executive Officer Excess and Surplus Lines segment
​​​​2017​​​​$508,991​​​​​—​​​​​496,501​​​​​—​​​​$160,456​​​​$1,165,948​​
​​​2016​​​​$494,091​​​​$525,000​​​​​241,020​​​​​241,020​​​​$132,424​​​​$1,633,555​​
​​​2015​​​​$479,700​​​​$500,000​​​​​—​​​​​—​​​​$107,710​​​​$1,087,410​​
Steven J. Hartman,
President and Chief Executive Officer Specialty Admitted Insurance segment
​​​​2017​​​​$480,641​​​​$240,321​​​​​360,000​​​​​—​​​​$18,862​​​​$1,099,824​​
Dennis Johnson,
President and Chief Executive Officer, Casualty Reinsurance Segment
​​​​2017​​​​$424,095​​​​​—​​​​​250,000​​​​​—​​​​$199,851​​​​$873,946​​
​
(1)
Mr. Abram was electedretired as our Chief Executive Officer in September 2014.on January 1, 2018, but continues to serve as the non-executive Chairman of our Board of Directors.
​
(2)
Mr. Myron served as Chief Executive Officer until September 2014, at which time he transitioned to President and Chief Operating Officer.
​
(3)
Amount earned is comprised of a discretionary annual bonus of  $300,000, $600,000, $468,000 and $400,000, and a special bonus of  $1,653,548, $1,755,273, $1,231,968 and $944,885our co-principal financial officer from January 16, 2017, the bonus pool established under our Amended and Restated Equity Incentive Plan in connection with our IPO, by Messrs. Abram, Myron, Schmitzer and Davis, respectively. The annual bonus will be paid by March 15, 2015, with the exception of the annual bonus for Mr. Schmitzer of which two-thirds will be paid by March 15, 2015, and the remainder will be paid by March 15, 2016, provided that Mr. Schmitzer is still employed withdate Ms. Doran joined the Company onas our Chief Financial Officer, through March 10, 2017, the date of payment. With regard to the special bonus, one third is payable in December 2015, and the remainder is payable in December 2016 so long as the recipient complies with certain non-compete and non-solicitation requirements (see “ — Amended and Restated James River Group Holdings, Ltd. Equity Incentive Plan”).
​
(4)
Represents the grant date fair value of RSUs awarded on December 17, 2014 under the 2014 Long-Term Incentive Plan. Such RSUs vest equally over three years from the date of grant for Mr. Abram and over five years from the date of grant for Messrs. Myron, Schmitzer and Davis, in all cases, subject to continued employment. The RSUs are entitled to dividend equivalents which vest at the same time as and are subject to the same risks of forfeiture as the underlying RSUs.
​
​
15
​
(5)
Represents the grant date fair value of non-qualified stock options awarded on December 12, 2014 under the 2014 Long-Term Incentive Plan. The grant date fair value was determined using the Black-Scholes-Merton option pricing model as described in Note 11 to our audited consolidated financial statements contained inthat we filed our Annual Report on Form 10-K for the year ended December 31, 2014. Such awards have a strike price of  $21.00 per share, a seven year life and vest equally over three years2016.
​
(3)
Ms. Doran joined the Company as Chief Financial Officer on January 16, 2017. She served as co-principal financial officer with Mr. Myron from January 16, 2017 through March 10, 2017, the date of grant, subject to continued employment.that we filed our Annual Report on Form 10-K for the year ended December 31, 2016, and thereafter became our sole principal financial officer.
​
(4)
For the 2017 fiscal year, the amount reported by each named executive officer represents a discretionary annual bonus, and in the case of Ms. Doran, includes a $150,000 sign-on bonus paid to her pursuant to her employment agreement.
​
(5)
Represents the aggregate grant date fair value of RSUs awarded under the 2014 Long-Term Incentive Plan, computed in accordance with FASB ASC Topic 718.
​
​
23
​
(6)
The following table sets forth the compensation reflected in thisthe “All Other Compensation” column:column for 2017:
​
All Other Compensation
Name​Retirement
Plan(a)		​Transportation​Housing​Taxes​Retention
Award		​Total All
Other
Compensation		​​401(K) Plan
Contribution		​Transportation
(a)		​Housing
(b)		​Taxes
(c)		​Retention
Award
(d)		​Accrued
Dividends
Paid
Upon
Vesting
of RSU
Awards		​Other
(e)		​Total All
Other
Compensation		​
​​($)​($)​($)​($)​($)​($)​​($)​($)​($)​($)​($)​($)​($)​($)​
J. Adam Abram​​​15,600​​​​—​​​​—​​​​—​​​​—​​​​15,600​​​​$16,200​​​​—​​​​—​​​​—​​​​—​​​$499,777​​​$26,500​​​$542,477​​
Robert P. Myron(a)​​​15,600​​​​22,761(b)​​​​162,340(c)​​​​266,535(d)​​​​—​​​​467,236​​​​$16,200​​​$20,501​​​$188,815​​​$16,553​​​​—​​​$60,255​​​$7,655​​​$309,979​​
Sarah C. Doran​​$16,200​​​​—​​​​—​​​​—​​​​—​​​​—​​​$4,497​​​$20,697​​
Richard Schmitzer​​​15,600​​​​—​​​​—​​​​—​​​​70,000(e)​​​​85,600​​​​$16,200​​​​—​​​​—​​​​—​​​$112,000​​​$32,256​​​$32,256​​​$160,456​​
Gregg T. Davis​​​15,600​​​​—​​​​—​​​​—​​​​​​​​​15,600​​
Steven J. Hartman​​$16,200​​​​—​​​​—​​​​—​​​​—​​​$2,662​​​$2,662​​​$18,862​​
Dennis Johnson​​$16,200​​​$6,035​​​$150,387​​​$24,493​​​​—​​​$2,372​​​$2,732​​​$199,851​​
​
(a)
RepresentsFor Messrs. Myron and Johnson, the transportation benefit represents travel costs incurred for travel to Bermuda, as well as the cost of any occasional family travel to Bermuda paid for by the Company. Infrequently, family members of Messrs. Abram and Johnson, as well as Ms. Doran, accompanied them on a corporate chartered aircraft when the aircraft was already going to a specific destination for a business purpose and there were vacant seats available. There is no incremental cost to the Company contributions to our tax qualified 401(k) plans.for this travel.
​
(b)
This amount represents travel costs incurred by Mr. Myron, including commercial and private aircraft travel to and from Bermuda. Commercial aircraft charges are based on the actual cost of airfare. Private aircraft charges are based on the incremental cost to the Company.
​
(c)
This amountThe housing benefit represents the cost of housing and utilities in Bermuda paid or reimbursed by the Company. Each of Messrs. Myron’s and Johnson’s families occasionally stay in Bermuda with such executives. There is no incremental cost allocated for family use of these homes.
​
(d)(c)
This amountThe tax benefit represents payment of Bermuda social security taxes on behalf of Mr.Messrs. Myron and Johnson and reimbursement of all taxes incurred with respect to (a)the transportation allowance, (b) housing allowance, (c) tax reimbursement payments, and (d) tax return preparation services.
​
(e)(d)
Represents amount of retention award vestingpaid in 20142017 pursuant to the James River Management Company, Inc. Leadership Recognition Program.
​
Narrative Disclosure(e)
The amount shown for Mr. Abram represents fees incurred by the Company in connection with a registered offering of 400,000 of our common shares by Mr. Abram, for Messrs. Myron and Johnson represents home leave expenses and for Ms. Doran represents relocation expenses.
​
Grants of Plan-Based Awards
The following table provides information regarding grants of equity awards to Summaryeach of our named executive officers under our 2014 Long Term Equity Incentive Plan during 2017. All equity awards granted to our named executive officers in 2017 were in the form of RSUs.
Name​​Grant Date​​Number of Shares
of Stock or Units
(#)		​​
Grant Date Fair Value of Stock
and Option Awards ($)(1)
​
J. Adam Abram​​2/14/2017​​​​19,540​​​​$824,000​​
Robert P. Myron​​2/14/2017​​​​14,655​​​​$618,000​​
Sarah C. Doran​​2/14/2017​​​​15,414​​​​$650,000​​
​​​10/31/2017​​​​17,722​​​​$750,000​​
Richard Schmitzer​​2/14/2017​​​​11,774​​​​$496,501​​
Steven J. Hartman​​2/14/2017​​​​8,537​​​​$360,000​​
Dennis Johnson​​2/14/2017​​​​5,928​​​​$250,000​​
​
(1)
The grant date fair value of the RSUs was calculated in accordance with FASB ASC Topic 718.
​
​
24
​
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth the outstanding equity awards held by our named executive officers on December 31, 2017.
​​​​​​​​​Option Awards​​Stock Awards​
Name​​Grant
Date		​​Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable		​​Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable		​​Option
Exercise
Price
($)		​​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
($)(7)
​
J. Adam Abram​​​​12/12/2014(1)​​​​​87,199​​​​​​​​​​$21.00​​​​​12/11/2021​​​​​​​​​​​​​​
​​​​​2/14/2017(2)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​19,540​​​​$781,795​​
Robert P. Myron​​​​12/17/2014(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​19,048​​​​$762,110​​
​​​​​2/16/2016(1)​​​​​18,018​​​​​36,036​​​​$32.07​​​​​2/15/2023​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​6,237​​​​$249,542​​
​​​​​2/14/17(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​14,655​​​​$586,347​​
Sarah C. Doran​​​​2/14/2017(4)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​15,414​​​​$616,714​​
​​​​​10/31/2017(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​17,722​​​​$709,057​​
Richard Schmitzer​​​​10/1/2012(5)​​​​​50,000​​​​​​​​​​$15.65​​​​​10/1/2019​​​​​​​​​​​​​​
​​​​​12/12/2014(1)​​​​​98,099​​​​​​​​​​$21.00​​​​​12/11/2021​​​​​​​​​​​​​​
​​​​​12/17/2014(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​9,524​​​​$381,055​​
​​​​​2/16/2016(1)​​​​​14,475​​​​​28,952​​​​$32.07​​​​​2/15/2023​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​5,010​​​​$200,450​​
​​​​​2/14/2017(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​11,774​​​​$471,078​​
Steven J. Hartman​​​​10/01/2012(5)​​​​​25,000​​​​​​​​​​$15.65​​​​​​​​​​​​​​​​​​​​
​​​​​12/12/2014(1)​​​​​28,907​​​​​​​​​​$21.00​​​​​12/11/2021​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​13,671​​​​​27,343​​​​$32.07​​​​​2/16/2023​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2,366​​​​$94,664​​
​​​​​2/14/2017(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​8,537​​​​$341,565​​
Dennis Johnson​​​​10/1/2012(5)​​​​​25,000​​​​​​​​​​$15.65​​​​​10/1/2019​​​​​​​​​​​​​​
​​​​​12/12/2014(1)​​​​​51,011​​​​​​​​​​$21.00​​​​​12/11/2021​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​12,180​​​​​24,361​​​​$32.07​​​​​2/15/2023​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2,108​​​​$84,341​​
​​​​​2/14/2017(6)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​5,928​​​​$237,179​​
​
(1)
Vesting occurs in three equal annual installments which commenced on the first anniversary of the grant date.
​
(2)
These RSUs were originally scheduled to vest in three equal annual installments commencing on the first anniversary of the grant date. However, pursuant to a Separation and Release Agreement enter into by the Company and Mr. Abram, the RSUs were accelerated, with 19,000 RSUs vesting on January 1, 2018, and the remainder 540 vesting on January 24, 2018.
​
(3)
Vesting occurs in five equal annual installments commencing on the first anniversary of the grant date.
​
(4)
The award vests in three equal annual installments commencing on January 16, 2018, the first anniversary of the date Ms. Doran joined the Company.
​
(5)
Vesting occurred in four equal annual installments, which commenced on the first anniversary of the grant date.
​
(6)
Vesting occurs in two equal annual installments commencing on the first anniversary of the grant date.
​
​
25
​
(7)
Market value is calculated as the number of common shares indicated multiplied by $40.01, which was the closing price of the Company’s common shares on December 29, 2017 as reported by the NASDAQ Stock Market.
​
Option Exercises and Stock Vested
The following table presents certain information concerning the exercise of stock options and the vesting of stock awards held by our named executive officers during fiscal 2017.
​​​Option Awards​​Stock Awards​
Name​​Number of Shares
Acquired on Exercise
(#)		​​
Value Realized
on Exercise
($)(1)
​​Number of Shares
Acquired on Vesting
(#)		​​
Value Realized
on Vesting
($)(2)
​
J. Adam Abram​​​​174,398​​​​$3,535,047​​​​​104,310​​​​$4,315,264​​
Robert P. Myron​​​​480,799​​​​$11,710,746​​​​​12,642​​​​$523,347​​
Sarah C. Doran​​​​—​​​​​—​​​​​—​​​​​—​​
Richard Schmitzer​​​​—​​​​​—​​​​​7,267​​​​$303,487​​
Steven J. Hartman​​​​50,000​​​​$1,190,907​​​​​1,183​​​​$52,289​​
Dennis Johnson​​​​42,500​​​​$1,145,375​​​​​1,054​​​​$46,587​​
​
(1)
The value realized equals the difference between the closing sales price of our common shares on the exercise date as reported by the NASDAQ Stock Market, and the option exercise price, multiplied by the number of shares for which the option was exercised.
​
(2)
The value realized equals the closing sales price of our common shares on the vesting date as reported on the NASDAQ Stock Market, multiplied by the number of shares as to which the RSUs vested.
​
Pension Benefits & Nonqualified Deferred Compensation Table
We do not provide a pension plan for our employees and no named executive officers participated in a nonqualified deferred compensation plan during 2017.
Pay Ratio
Pursuant to the federal securities laws, a company is not required to provide information regarding the pay ratio of its chief executive officer to its median employee until the proxy statement or Annual Report on Form 10-K that includes compensation disclosure for the first year after the company ceases to be an emerging growth company. Pursuant to this rule, we have not included pay ratio disclosure in this proxy statement, but intend to do so in the proxy statement for our 2019 annual general meeting.
Potential Payments upon Termination or Change of Control
Employment Agreements
Each of our named executive officers is a party to an employment agreement with us. Under the employment agreements, each named executive officer is entitled to an annual base salary and is eligible for discretionary bonuses based upon the named executive officer’s performance during the applicable fiscal year. In addition, each executive is entitled to participate in all retirement, disability, pension, savings health and other benefit plans available to our executives.
J. Adam Abram
The Company and James River Group entered into a Restated and Amended Employment Agreement with Mr. Abram effective as of October 1, 2012. In addition to his salary and eligibility for a discretionary bonus, Mr. Abrams’ employment agreement provides that we will make available temporary housing or a customary housing allowance (the “Housing Benefit”) approved by our Board of Directors to the extent that Mr. Abram is required to provide services in Bermuda. Additionally, Mr. Abram’s employment agreement provides that we will provide him with tax gross-up payments for any U.S. or Bermuda taxes resulting from the Housing Benefit or other Bermuda tax payments that he may be subject to with respect to any payments or benefits that he is entitled to under his employment agreement (“Abram Gross-up Payment”). Also, pursuant to his agreement, Mr. Abram is permitted to travel on chartered aircraft in connection with the performance of his duties, which aircraft may be owned through a corporation owned
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by Mr. Abram and is managed by an aircraft management company in which Mr. Abram does not have an ownership interest. Any lease rates for use of chartered aircraft must be no higher than lease rates charged by the aircraft management company to unrelated third parties.
On November 18, 2014, the Company and our subsidiary, James River Group, entered into a new amended and restated employment agreement with Mr. Abram, which became effective on the date of completion of the IPO (the “Effective Date”). The term of Mr. Abram’s amended and restated agreement is for 18 months commencing on the Effective Date and shall automatically renew for 18-month periods unless either the Company or Mr. Abram shall give 180 days’ written notice that such party does not intend to renew the term. The compensation and benefits that Mr. Abram receives under his amended and restated employment agreement are substantially similar to his prior employment agreement, except, among other things, the amended and restated agreement expressly provides that Mr. Abram is eligible to participate in any long-term incentive plan of the Company, and that any bonus and other incentive compensation paid to Mr. Abram shall be subject to clawback or forfeiture as required by the Board of Directors to comply with applicable law. Additionally, the amount of the Periodic Payment (as defined below) that he is entitled to in connection with certain events of termination described below has been increased to the amount indicated.
Mr. Abram’s amended and restated employment agreement provides for him to receive severance benefits depending upon the circumstances of the termination of his employment. If Mr. Abram’s employment is terminated by us for “cause” or by him without “good reason” (as such terms are defined in Mr. Abram’s employment agreement), if he elects to have the term of his employment agreement expire in connection with the termination of his employment, or if his employment terminates as a result of his death or disability, then Mr. Abram shall only be entitled to receive (1) payment for any accrued but unpaid annual base salary and unused vacation, (2) reimbursement of reasonable expenses incurred prior to the termination date, and (3) any accrued but unpaid Abram Gross-up Payments (collectively, the “Abram Accrued Obligations”).
If we terminate Mr. Abram’s employment without cause, we elect to have the term of his employment agreement expire in connection with the termination of his employment, or if Mr. Abram’s resigns for good reason, then Mr. Abram shall receive (1) the Abram Accrued Obligations and (2) upon execution of a mutual release in a form mutually acceptable, (a) a gross amount equal to $83,333.33 per month, subject to any applicable deductions and withholdings and paid in accordance with our normal payroll practices, for a period of 36 months from the termination date (the “Periodic Payment”), (b) continuationOutstanding Equity Awards at our expense of all plans, insurance policies and other benefits for a period of 12 months from his termination date, and (c) any discretionary bonus to which he is entitled on the termination date, to be paid in a lump sum. In the event that Mr. Abram violates the confidentiality or non-compete provisions in his employment agreement during the 18-month period following the date of termination of his employment, then, with the exception of the Abram Accrued Obligations, the above payments or benefits shall cease, and Mr. Abram shall return any amount paid to him for such obligations.
Robert P. Myron
We entered into an employment agreement with Mr. Myron effective as of October 1, 2012. In addition to his salary and eligibility for a discretionary bonus, Mr. Myron’s employment agreement provides that he shall receive up to $12,000 a month to reimburse him for his housing costs for living in Bermuda during the term of the agreement. Additionally, pursuant to his employment agreement, Mr. Myron is entitled to receive tax equalization gross-up payments or other Bermuda tax payments that he may be subject to with respect to any payments or benefits that he is entitled to under his employment agreement to reimburse him for any Bermuda taxes imposed upon him (the “Tax Equalization Payments”).
On November 18, 2014, we entered into an amended and restated employment agreement with Mr. Myron, which agreement became effective on the Effective Date. The term of Mr. Myron’s amended and restated agreement is for one year commencing on the Effective Date and shall automatically renew for one-year periods unless either the Company or Mr. Myron shall give 60 days’ written notice that such party does not intend to renew the term. The compensation and benefits that Mr. Myron receives under his amended and restated employment agreement are substantially similar to his existing employment agreement, except, among other things, the amended and restated agreement expressly provides that
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Mr. Myron is eligible to participate in any long-term incentive plan of the Company, and that any bonus and other incentive compensation paid to Mr. Myron shall be subject to clawback or forfeiture as required by the Board of Directors to comply with applicable law.
Mr. Myron’s amended and restated employment agreement provides for him to receive severance benefits depending upon the circumstances of termination of his employment. If Mr. Myron’s employment is terminated by us for “cause” or by him without “good reason” (as such terms are defined in Mr. Myron’s employment agreement), if he elects to have the term of his employment agreement expire in connection with the termination of his employment, or if his employment terminates as a result of his death or disability, then Mr. Myron shall only be entitled to receive (1) payment for any accrued but unpaid annual base salary and unused vacation, (2) reimbursement of reasonable expenses incurred prior to the termination date, and (3) any accrued but unpaid Tax Equalization Payments (collectively, the “Myron Accrued Obligations”).
If we terminate Mr. Myron’s employment without cause, we elect to have the term of his employment agreement expire in connection with the termination of his employment, or if Mr. Myron resigns for good reason, then Mr. Myron shall receive (1) the Myron Accrued Obligations and (2) upon execution of a general release in our favor, (a) a gross amount equal to his base salary in effect on the termination date, divided by 12 and less any applicable deductions and withholdings, which amount shall be paid in accordance with our normal payroll practices, for a period of 36 months from the termination date, (b) continuation at our expense of all employee benefit insurance plans for a period of 12 months from his termination date, and (c) any discretionary bonus to which he is entitled on the termination date, to be paid in a lump sum. In the event that Mr. Myron violates the confidentiality or non-compete provisions in his employment agreement during the 18-month period following the date of termination of his employment, then, with the exception of the Myron Accrued Obligations, the above payments or benefits shall cease, and Mr. Myron shall return any amount paid to him for such obligations.
Richard Schmitzer
James River Group and two of its subsidiaries, James River Insurance and James River Management Company, Inc. (“JRMC”), entered into an employment agreement with Mr. Schmitzer effective as of November 1, 2011. The initial term of his employment agreement was for a three-year period ending November 1, 2014. The term of Mr. Schmitzer’s employment renews automatically for successive one-year periods unless James River Group or Mr. Schmitzer provides at least 60 days’ prior written notice that the employment agreement is to be terminated. No party to the employment agreement provided such notice, and, accordingly, Mr. Schmitzer’s employment term extended until November 1, 2015.
In addition to his salary and eligibility for a discretionary bonus, Mr. Schmitzer’s employment agreement provides that he may participate in the Company’s equity incentive plans. Mr. Schmitzer’s employment agreement also provides for him to receive severance benefits depending upon the circumstances of the termination of his employment. If Mr. Schmitzer’s employment is terminated by us for “cause” or by him without “good reason” (as such terms are defined in Mr. Schmitzer’s employment agreement), if he elects to have the term of his employment agreement expire in connection with the termination of his employment, or if his employment terminates as a result of his death or disability, then Mr. Schmitzer shall only be entitled to receive (1) payment for any accrued but unpaid annual base salary and unused vacation, and (2) reimbursement of reasonable expenses previously incurred prior to the termination date (collectively, the “Schmitzer Accrued Obligations”).
If Mr. Schmitzer’s employment is terminated without cause, we elect to have the term of his employment agreement expire in connection with the termination of his employment, or if Mr. Schmitzer resigns for good reason, then Mr. Schmitzer shall receive (1) the Schmitzer Accrued Obligations and (2) upon execution of a general release in our favor, (a) a gross amount equal to his base salary in effect on the termination date, which amount shall be paid in accordance with JRMC’s normal payroll practices, for a period to be determined based upon the circumstances of Mr. Schmitzer’s employment termination (the “Salary Continuation Period”), (b) continuation at JRMC’s expense of all employee benefit insurance plans for a period of 12 months after his termination date, and (c) any unpaid discretionary bonus for the prior fiscal year to which he is entitled on the termination date, to be paid in a lump sum. In the event that Mr. Schmitzer violates the confidentiality or non-compete provisions in his employment agreement during
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the 18-month period following the date of termination of his employment (which period is only 12 months if Mr. Schmitzer’s employment terminated as a result of our election to allow the term of his employment agreement to expire in connection with the termination of his employment) then, with the exception of the Schmitzer Accrued Obligations, the above payments or benefits shall cease, and Mr. Schmitzer shall return any amount paid to him for such obligations.
The Salary Continuation Period for which Mr. Schmitzer is entitled to receive an amount equal to his base salary in effect on his employment termination date is determined as follows:
•
if we terminate his employment without cause or Mr. Schmitzer terminates his employment for good reason, in either case before a change in control or more than 12 months after a change in control, then the Salary Continuation Period shall be 18 months;
​
•
if we terminate his employment without cause or Mr. Schmitzer terminates his employment for good reason, in either case within 12 months after the occurrence of a change in control, then the Salary Continuation Period shall be 36 months;
​
•
if we elect to have the term of his employment agreement expire in connection with the termination of his employment before a change in control or more than 12 months after a change in control, then the Salary Continuation Period shall be 12 months; or
​
•
if we elect to have the term of his employment agreement expire in connection with the termination of his employment within 12 months after the occurrence of a change in control, then the Salary Continuation Period shall be 24 months.
​
A change in control is generally defined under Mr. Schmitzer’s employment agreement as any of  (1) the acquisition by any person, entity or group of 40% or more of the total combined voting power of our then outstanding voting securities (excluding acquisitions by the D. E. Shaw Affiliates or their affiliates, or any affiliate of ours); (2) our merger, consolidation or purchase of our stock, or similar transaction, resulting in persons who were shareholders of ours immediately prior to such transaction not owning more than 60% of our combined voting power immediately after such transaction; (3) our liquidation or dissolution (excluding any such action for restructuring or reorganization, as a result of which persons that are our shareholders immediately thereafter own more than 40% of the combined voting power entitled to vote generally in the election of directors of the entity that owns, directly or indirectly substantially all of our assets following such action); or (4) the sale, transfer or other disposition of all or substantially all of our assets to one or more persons or entities that are not immediately prior to such transaction our affiliates, provided that such event constitutes a “change in control” within the meaning of Section 409A of the Code.
Gregg T. Davis
The Company and James River Group entered into an Employment Agreement with Mr. Davis effective as of October 1, 2012. In addition to his salary and eligibility for a discretionary bonus, Mr. Davis’ employment agreement provides for him to receive Tax Equalization Payments.
On November 18, 2014, we entered into an amended and restated employment agreement with Mr. Davis, which agreement became effective on the Effective Date. The term of Mr. Davis’ amended and restated agreement is for one year commencing on the Effective Date and shall automatically renew for one-year periods unless either the Company or Mr. Davis shall give 60 days’ written notice that such party does not intend to renew the term. The compensation and benefits that Mr. Davis receives under his amended and restated employment agreement are substantially similar to those under his prior employment agreement, except, among other things, the amended and restated agreement expressly provides that Mr. Davis is eligible to participate in any long-term incentive plan of the Company, and that any bonus and other incentive compensation paid to Mr. Davis shall be subject to clawback or forfeiture as required by the Board of Directors to comply with applicable law.
Mr. Davis’ amended and restated employment agreement provides for him to receive severance benefits depending upon the circumstances of termination of his employment. If Mr. Davis’ employment is terminated by us for “cause” or by him without “good reason” (as such terms are defined in Mr. Davis’ employment agreement), if he elects to have the term of his employment agreement expire in connection with the termination of his employment, or if his employment terminates as a result of his death or
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disability, then Mr. Davis shall only be entitled to receive (1) payment for any accrued but unpaid annual base salary and unused vacation, (2) reimbursement of reasonable expenses incurred prior to the termination date, and (3) any accrued but unpaid Tax Equalization Payments (collectively, the “Davis Accrued Obligations”).
If we terminate Mr. Davis’ employment without cause, we elect to have the term of his employment agreement expire in connection with the termination of his employment, or if Mr. Davis resigns for good reason, then Mr. Davis shall receive (1) the Davis Accrued Obligations and (2) upon execution of a general release in our favor, (a) a gross amount equal to his base salary in effect on the termination date, divided by 12 and less any applicable deductions and withholdings, which amount shall be paid in accordance with our normal payroll practices, for a period of 36 months from the termination date, (b) continuation at our expense of all employee benefit insurance plans for a period of 12 months from his termination date, and (c) any discretionary bonus to which he is entitled on the termination date, to be paid in a lump sum. In the event that Mr. Davis violates the confidentiality or non-compete provisions in his employment agreement during the 18-month period following the date of termination of his employment, then, with the exception of the Davis Accrued Obligations, the above payments or benefits shall cease, and Mr. Davis shall return any amount paid to him for such obligations.
Bonuses
2014 Discretionary Cash Bonus
Our Compensation Committee reviewed the 2014 performance of our executive officers and recommended to the Board a discretionary bonus grant based upon such review. The Board considered the Compensation Committee’s recommendations and granted them as proposed. In determining Mr. Myron’s and Mr. Abram’s bonuses, the Compensation Committee took into consideration that Mr. Myron served as our Chief Executive Officer until September 2014.
Cash Bonus under Amended and Restated Equity Incentive Plan
In connection with our IPO, each of our executive officers received a cash bonus under our Amended and Restated Equity Incentive Plan. For a description of the methodology used to determine the amount of the bonus and the payment dates and forfeiture provisions thereof, see “ — Amended and Restated James River Group Holdings, Ltd. Equity Incentive Plan.”
James River Management Company, Inc. Retention Program
The James River Management Company, Inc. Leadership Recognition Program (the “Program”) was adopted by JRMC, effective as of September 30, 2011, to help attract and retain key employees of JRMC and its affiliates. As of December 31, 2014, there were 13 participants in the Program, including Mr. Schmitzer. Under the Program, the Chief Executive Officer of James River Group (or with respect to executive officers of the Company, our Board of Directors upon recommendation of the Compensation Committee) selects the employees who participate in the Program and determines the annual dollar amount to be credited to each participant’s account under the Program. The dollar amount credited to a participant’s account under the Program each year is paid to the participant in five (5) equal installments, commencing as of the end of the second plan year beginning after the year in which the amount was credited to the participant’s account. Participants must be employed at the time of payment of an installment to be entitled to receive the payment, unless the participant retires after attaining age 65 and performing 10 years of continuous service (a “Retirement”), in which event such participant does not need to remain employed to receive payment (provided the participant enters into a noncompetition and nonsolicitation agreement with the Company). In the event of a Retirement, in lieu of the payment schedule described above, amounts remaining credited to a participant’s account will be paid in three equal, annual installments. Additionally, in the event of a change of control (generally defined to mean a change in ownership or control of JRMC or a change of ownership of a substantial portion of JRMC’s assets), amounts credited to each participant’s account will be payable in three equal, annual installments commencing as of the first plan year ending on or after the date of the change of control, provided that the participant remains employed by the Company or an affiliate, dies after having met the age and service
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criteria for Retirement, terminates employment due to Retirement (provided, that the participant enters into a noncompetition and nonsolicitation agreement with the Company) or is terminated without cause (as defined in the Program). Payments to be made due to a participant’s separation from service from the Company or an affiliate will not be made earlier than six months from the date of such separation. All amounts credited to a participant’s account remain unvested until paid and may be reduced, modified or terminated at the sole discretion of the Company. The Company may amend, modify or terminate the Program at any time and no amounts are vested thereunder, unless the Company determines as part of a termination to vest amounts under the Program. Except as otherwise stated above, the Program is administered by James River Group.Fiscal Year-End
The following table sets forth the outstanding equity awards held by our named executive officers on December 31, 2014.2017.
​​​​​​​​​Option Awards​​Stock Awards​
Name​​Grant
Date		​​Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable		​​Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable		​​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
($)(7)
​
J. Adam Abram​​​​12/12/2014(1)​​​​​87,199​​​​​​​​​​$21.00​​​​​12/11/2021​​​​​​​​​​​​​​
​​​​​2/14/2017(2)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​19,540​​​​$781,795​​
Robert P. Myron​​​​12/17/2014(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​19,048​​​​$762,110​​
​​​​​2/16/2016(1)​​​​​18,018​​​​​36,036​​​​$32.07​​​​​2/15/2023​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​6,237​​​​$249,542​​
​​​​​2/14/17(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​14,655​​​​$586,347​​
Sarah C. Doran​​​​2/14/2017(4)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​15,414​​​​$616,714​​
​​​​​10/31/2017(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​17,722​​​​$709,057​​
Richard Schmitzer​​​​10/1/2012(5)​​​​​50,000​​​​​​​​​​$15.65​​​​​10/1/2019​​​​​​​​​​​​​​
​​​​​12/12/2014(1)​​​​​98,099​​​​​​​​​​$21.00​​​​​12/11/2021​​​​​​​​​​​​​​
​​​​​12/17/2014(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​9,524​​​​$381,055​​
​​​​​2/16/2016(1)​​​​​14,475​​​​​28,952​​​​$32.07​​​​​2/15/2023​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​5,010​​​​$200,450​​
​​​​​2/14/2017(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​11,774​​​​$471,078​​
Steven J. Hartman​​​​10/01/2012(5)​​​​​25,000​​​​​​​​​​$15.65​​​​​​​​​​​​​​​​​​​​
​​​​​12/12/2014(1)​​​​​28,907​​​​​​​​​​$21.00​​​​​12/11/2021​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​13,671​​​​​27,343​​​​$32.07​​​​​2/16/2023​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2,366​​​​$94,664​​
​​​​​2/14/2017(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​8,537​​​​$341,565​​
Dennis Johnson​​​​10/1/2012(5)​​​​​25,000​​​​​​​​​​$15.65​​​​​10/1/2019​​​​​​​​​​​​​​
​​​​​12/12/2014(1)​​​​​51,011​​​​​​​​​​$21.00​​​​​12/11/2021​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​12,180​​​​​24,361​​​​$32.07​​​​​2/15/2023​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2,108​​​​$84,341​​
​​​​​2/14/2017(6)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​5,928​​​​$237,179​​
​
(1)
Vesting occurs in three equal annual installments which commenced on the first anniversary of the grant date.
​
(2)
These RSUs were originally scheduled to vest in three equal annual installments commencing on the first anniversary of the grant date. However, pursuant to a Separation and Release Agreement enter into by the Company and Mr. Abram, the RSUs were accelerated, with 19,000 RSUs vesting on January 1, 2018, and the remainder 540 vesting on January 24, 2018.
​
(3)
Vesting occurs in five equal annual installments commencing on the first anniversary of the grant date.
​
(4)
The award vests in three equal annual installments commencing on January 16, 2018, the first anniversary of the date Ms. Doran joined the Company.
​
(5)
Vesting occurred in four equal annual installments, which commenced on the first anniversary of the grant date.
​
(6)
Vesting occurs in two equal annual installments commencing on the first anniversary of the grant date.
​
​
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​
(7)
Market value is calculated as the number of common shares indicated multiplied by $40.01, which was the closing price of the Company’s common shares on December 29, 2017 as reported by the NASDAQ Stock Market.
​
Option Exercises and Stock Vested
The following table presents certain information concerning the exercise of stock options and the vesting of stock awards held by our named executive officers during fiscal 2017.
​​​Option Awards​​Stock Awards​
Name​​Number of Shares
Acquired on Exercise
(#)		​​
Value Realized
on Exercise
($)(1)
​​Number of Shares
Acquired on Vesting
(#)		​​
Value Realized
on Vesting
($)(2)
​
J. Adam Abram​​​​174,398​​​​$3,535,047​​​​​104,310​​​​$4,315,264​​
Robert P. Myron​​​​480,799​​​​$11,710,746​​​​​12,642​​​​$523,347​​
Sarah C. Doran​​​​—​​​​​—​​​​​—​​​​​—​​
Richard Schmitzer​​​​—​​​​​—​​​​​7,267​​​​$303,487​​
Steven J. Hartman​​​​50,000​​​​$1,190,907​​​​​1,183​​​​$52,289​​
Dennis Johnson​​​​42,500​​​​$1,145,375​​​​​1,054​​​​$46,587​​
​
(1)
The value realized equals the difference between the closing sales price of our common shares on the exercise date as reported by the NASDAQ Stock Market, and the option exercise price, multiplied by the number of shares for which the option was exercised.
​
(2)
The value realized equals the closing sales price of our common shares on the vesting date as reported on the NASDAQ Stock Market, multiplied by the number of shares as to which the RSUs vested.
​
Pension Benefits & Nonqualified Deferred Compensation
We do not provide a pension plan for our employees and no named executive officers participated in a nonqualified deferred compensation plan during 2017.
Pay Ratio
Pursuant to the federal securities laws, a company is not required to provide information regarding the pay ratio of its chief executive officer to its median employee until the proxy statement or Annual Report on Form 10-K that includes compensation disclosure for the first year after the company ceases to be an emerging growth company. Pursuant to this rule, we have not included pay ratio disclosure in this proxy statement, but intend to do so in the proxy statement for our 2019 annual general meeting.
Potential Payments upon Termination or Change of Control
Outstanding Equity Awards at Fiscal Year-End
​​​​​​​​​Option Awards​​Stock Awards​
Name​​Grant
Date		​​Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable		​​Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		​​Option
Exercise Price
($)		​​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 ($)(5)
​
J. Adam Abram​​​​4/7/2009(4)​​​​​350,000​​​​​—​​​​​15.65​​​​​4/7/2016​​​​​—​​​​​—​​
​​​12/12/2014(2)​​​​​—​​​​​261,597​​​​​21.00​​​​​12/11/2021​​​​​—​​​​​—​​
​​​12/17/2014(2)​​​​​—​​​​​—​​​​​—​​​​​—​​​​​238,095​​​​​5,419,042​​
Robert P. Myron​​​​3/2/2011(1)​​​​​200,000​​​​​—​​​​​14.96​​​​​3/2/2018​​​​​—​​​​​—​​
​​​10/1/2012(1)​​​​​75,000​​​​​75,000​​​​​15.65​​​​​10/1/2019​​​​​—​​​​​—​​
​​​12/12/2014(2)​​​​​—​​​​​130,799​​​​​21.00​​​​​12/11/2021​​​​​—​​​​​—​​
​​​12/17/2014(3)​​​​​—​​​​​—​​​​​—​​​​​—​​​​​47,619​​​​​1,083,808​​
Richard Schmitzer​​​​10/13/2009(1)​​​​​100,000​​​​​—​​​​​15.65​​​​​10/13/2016​​​​​—​​​​​—​​
​​​3/2/2011(1)​​​​​75,000​​​​​25,000​​​​​14.96​​​​​3/2/2018​​​​​—​​​​​—​​
​​​10/1/2012(1)​​​​​25,000​​​​​25,000​​​​​15.65​​​​​10/1/2019​​​​​—​​​​​—​​
​​​12/12/2014(2)​​​​​—​​​​​98,099​​​​​21.00​​​​​12/11/2021​​​​​—​​​​​—​​
​​​12/17/2014(3)​​​​​—​​​​​—​​​​​—​​​​​—​​​​​23,810​​​​​541,916​​
Gregg T. Davis​​​​4/7/2009(4)​​​​​175,000​​​​​—​​​​​15.65​​​​​4/7/2016​​​​​—​​​​​—​​
​​​10/1/2012(1)​​​​​12,500​​​​​12,500​​​​​15.65​​​​​10/1/2019​​​​​—​​​​​—​​
​​​12/12/2014(2)​​​​​—​​​​​55,589​​​​​21.00​​​​​12/11/2021​​​​​—​​​​​—​​
​​​12/17/2014(3)​​​​��—​​​​​—​​​​​—​​​​​—​​​​​23,810​​​​​541,916​​
The following table sets forth the outstanding equity awards held by our named executive officers on December 31, 2017.
​​​​​​​​​Option Awards​​Stock Awards​
Name​​Grant
Date		​​Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable		​​Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable		​​Option
Exercise
Price
($)		​​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
($)(7)
​
J. Adam Abram​​​​12/12/2014(1)​​​​​87,199​​​​​​​​​​$21.00​​​​​12/11/2021​​​​​​​​​​​​​​
​​​​​2/14/2017(2)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​19,540​​​​$781,795​​
Robert P. Myron​​​​12/17/2014(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​19,048​​​​$762,110​​
​​​​​2/16/2016(1)​​​​​18,018​​​​​36,036​​​​$32.07​​​​​2/15/2023​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​6,237​​​​$249,542​​
​​​​​2/14/17(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​14,655​​​​$586,347​​
Sarah C. Doran​​​​2/14/2017(4)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​15,414​​​​$616,714​​
​​​​​10/31/2017(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​17,722​​​​$709,057​​
Richard Schmitzer​​​​10/1/2012(5)​​​​​50,000​​​​​​​​​​$15.65​​​​​10/1/2019​​​​​​​​​​​​​​
​​​​​12/12/2014(1)​​​​​98,099​​​​​​​​​​$21.00​​​​​12/11/2021​​​​​​​​​​​​​​
​​​​​12/17/2014(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​9,524​​​​$381,055​​
​​​​​2/16/2016(1)​​​​​14,475​​​​​28,952​​​​$32.07​​​​​2/15/2023​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​5,010​​​​$200,450​​
​​​​​2/14/2017(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​11,774​​​​$471,078​​
Steven J. Hartman​​​​10/01/2012(5)​​​​​25,000​​​​​​​​​​$15.65​​​​​​​​​​​​​​​​​​​​
​​​​​12/12/2014(1)​​​​​28,907​​​​​​​​​​$21.00​​​​​12/11/2021​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​13,671​​​​​27,343​​​​$32.07​​​​​2/16/2023​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2,366​​​​$94,664​​
​​​​​2/14/2017(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​8,537​​​​$341,565​​
Dennis Johnson​​​​10/1/2012(5)​​​​​25,000​​​​​​​​​​$15.65​​​​​10/1/2019​​​​​​​​​​​​​​
​​​​​12/12/2014(1)​​​​​51,011​​​​​​​​​​$21.00​​​​​12/11/2021​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​12,180​​​​​24,361​​​​$32.07​​​​​2/15/2023​​​​​​​​​​​​​​
​​​​​2/16/2016(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2,108​​​​$84,341​​
​​​​​2/14/2017(6)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​5,928​​​​$237,179​​
​
(1)
The options represented by these awards vestVesting occurs in 25% incrementsthree equal annual installments which commenced on each of the first four anniversariesanniversary of the grant date.
​
(2)
Vesting will occurThese RSUs were originally scheduled to vest in three equal annual installments commencing on the first anniversary of the grant date. However, pursuant to a Separation and Release Agreement enter into by the Company and Mr. Abram, the RSUs were accelerated, with 19,000 RSUs vesting on January 1, 2018, and the remainder 540 vesting on January 24, 2018.
​
(3)
Vesting will occur inoccurs in five equal annual installments commencing on the first anniversary of the grant date.
​
(4)
25%The award vests in three equal annual installments commencing on January 16, 2018, the first anniversary of the options represented by these awards vested immediately upon grant, withdate Ms. Doran joined the remaining portion of the options vestingCompany.
​
(5)
Vesting occurred in 25% incrementsfour equal annual installments, which commenced on each of the first three anniversariesanniversary of the grant date.
​
(5)(6)
Vesting occurs in two equal annual installments commencing on the first anniversary of the grant date.
​
​
25
​
(7)
Market value is calculated as the number of common shares indicated multiplied by $22.76,$40.01, which was the closing price of the Company’s common shares on December 31, 201429, 2017 as reported by the NASDAQ Stock Market.
​
Equity Incentive PlansOption Exercises and Stock Vested
AmendedThe following table presents certain information concerning the exercise of stock options and Restated James River Group Holdings, Ltd. Equity Incentive Planthe vesting of stock awards held by our named executive officers during fiscal 2017.
​​​Option Awards​​Stock Awards​
Name​​Number of Shares
Acquired on Exercise
(#)		​​
Value Realized
on Exercise
($)(1)
​​Number of Shares
Acquired on Vesting
(#)		​​
Value Realized
on Vesting
($)(2)
​
J. Adam Abram​​​​174,398​​​​$3,535,047​​​​​104,310​​​​$4,315,264​​
Robert P. Myron​​​​480,799​​​​$11,710,746​​​​​12,642​​​​$523,347​​
Sarah C. Doran​​​​—​​​​​—​​​​​—​​​​​—​​
Richard Schmitzer​​​​—​​​​​—​​​​​7,267​​​​$303,487​​
Steven J. Hartman​​​​50,000​​​​$1,190,907​​​​​1,183​​​​$52,289​​
Dennis Johnson​​​​42,500​​​​$1,145,375​​​​​1,054​​​​$46,587​​
​
Prior(1)
The value realized equals the difference between the closing sales price of our common shares on the exercise date as reported by the NASDAQ Stock Market, and the option exercise price, multiplied by the number of shares for which the option was exercised.
​
(2)
The value realized equals the closing sales price of our common shares on the vesting date as reported on the NASDAQ Stock Market, multiplied by the number of shares as to which the RSUs vested.
​
Pension Benefits & Nonqualified Deferred Compensation
We do not provide a pension plan for our employees and no named executive officers participated in a nonqualified deferred compensation plan during 2017.
Pay Ratio
Pursuant to the IPO,federal securities laws, a company is not required to provide information regarding the pay ratio of its chief executive officer to its median employee until the proxy statement or Annual Report on Form 10-K that includes compensation disclosure for the first year after the company ceases to be an emerging growth company. Pursuant to this rule, we have not included pay ratio disclosure in this proxy statement, but intend to do so in the proxy statement for our only equity plan was2019 annual general meeting.
Potential Payments upon Termination or Change of Control
Employment Agreements
We are a party to an employment agreement with each of our named executive officers. The employment agreements provide for certain payments and benefits to be provided to our named executive officers if their employment is terminated by us without Cause (as defined in each employment agreement) or by the Amended and Restated Equity Incentive Plan, adoptednamed executive officer for Good Reason (as defined in 2009 (the “2009 Plan”each employment agreement), or if we elect to not renew the term of the named executive officer’s employment when the term ends (a “Non-Renewal Termination”). The 2009 Plan providedbenefits are (i) continuation of salary or like payments (“Severance Payments”) for a specified period, paid in accordance with our normal payroll practices, (ii) post-employment coverage under our health, dental and vision plans (and in the grantcase of restricted shares, incentiveMr. Abram, under his former employment agreement, continuing life insurance and non-qualified share options, share appreciation rights and deferred share unitsdisability coverage), to executives, officers,the extent that such coverage is available under the plans, with the Company continuing to pay the same amount for such coverage when the executive officer was employed (and the executive officer paying the remaining cost of the coverage) for a 12 month period (except in the case of termination by the Company of Mr. Hartman’s employment without Cause, or termination by him for Good Reason, which would result in
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​
other employees of ours and our subsidiaries, as well as non-employee directors. There were 4,031,500 common shares authorizedhim receiving such benefit for issuance18 months); provided, that in the event post-employment health care coverage is not available under the 2009 Plan,Company’s health insurance plan, then the Company will pay the executive officer the premium cost for such insurance that the Company would have paid if the executive officer had been permitted to continue coverage thereafter, and immediately(iii) any unpaid discretionary cash bonus awarded for the year prior to the IPO, there wereyear in which the named executive’s termination of employment occurs, which shall be paid in a lump sum on the normal bonus payment date (collectively, the “Separation Benefits”). These benefits are in addition to our obligation to pay the named executive officers accrued but not yet paid base salary, and any accrued but unused vacation, in each case through the date of termination of such person’s employment, and any then accrued but unpaid tax equalization payments, where applicable.
The table below sets forth for each named executive officer the amount or manner to calculate the Severance Payment, and the period after termination for payment thereof. Unless otherwise specified, the period for payment is the same for an executive officer irrespective of the basis for termination or whether or not it occurred in the 12 month period following a Change in Control (as defined in the employment agreements where relevant to an employee’s severance arrangements).
Name​​Manner to Calculate Severance Payment and Period for Payment​
J. Adam Abram​​$83,333 per month for 36 months (Mr. Abram’s employment agreement was terminated in connection with his retirement as our Chief Executive Officer on January 1, 2018. Accordingly, he is no longer entitled to receive any severance payments, and any information presented is based upon his employment agreement that was in effect prior to his retirement).​
Robert P. Myron​​Amount per month equal to base salary in effect on the date of termination divided by 12, payable for 36 months.​
Sarah C. Doran​​Amount per month equal to base salary in effect on the date of termination divided by 12, payable for 18 months.​
Richard Schmitzer​​Amount per month equal to base salary in effect on the date of termination divided by 12, for:​
​​​
1.
termination by the Company without Cause or by Mr. Schmitzer for Good Reason before a Change in Control or more than 12 months thereafter, payment for 18 months;
​
​
​​​
2.
termination by the Company without Cause or by Mr. Schmitzer for Good Reason within 12 months after a Change in Control, payment for 36 months;
​
​
​​​
3.
Non-Renewal Termination before a Change in Control or more than 12 months thereafter, payment for 12 months; or
​
​
​​​
4.
Non-Renewal Termination within 12 months after a Change in Control, payment for 24 months.
​
​
Steven J. Hartman​​Amount per month equal to base salary in effect on date of termination divided by 12, for:​
​​​
1.
termination by the Company without Cause or by Mr. Hartman for Good Reason before a Change in Control or more than 12 months thereafter, payment for 18 months;
​
​
​​​
2.
termination by the Company without Cause or by Mr. Hartman for Good Reason within 12 months after a Change in Control, payment for 30 months; or
​
​
​​​
3.
Non-Renewal Termination, payment for 12 months.
​
​
27
​
Name​​Manner to Calculate Severance Payment and Period for Payment​
Dennis Johnson​​Amount per month equal to base salary in effect on date of termination divided by 12, for:​
​​​
1.
termination by the Company without Cause or by Mr. Johnson for Good Reason before a Change in Control or more than 12 months thereafter, payment for 18 months;
​
​
​​​
2.
termination by the Company without Cause or by Mr. Johnson for Good Reason within 12 months after a Change in Control, payment for 24 months; or
​
​
​​​
3.
Non-Renewal Termination, payment for 12 months.
​
​
In order to receive the Separation Benefits, the named executive officers must execute a general release in our favor, comply with non-compete and customer and employee non-solicitation restrictive covenants and non-disclosure obligations (the “Restrictive Covenants”) for the period specified in the named executive officer’s employment agreement and identified under their name below under “Quantification of Termination Payments”. In the event that the named executive officer violates the Restrictive Covenants during the specified period, the Company may terminate the Separation Benefits that it is providing the named executive officer, and such officer is obligated to repay the Company for payments previously received.
Equity Awards
Pursuant to the terms of awards of RSUs and share options under our the 2014 LTIP, if the employment of a named executive officer is terminated without Cause, or such named executive officer terminates their employment for Good Reason (in each case as defined in the named executive officer’s employment agreement) following a Change in Control as defined in the 2014 LTIP, then all of such named executive officer’s unvested outstanding RSUs and share options shall accelerate and become vested.
Retention Program
Pursuant to acquire 2,161,250 common shares outstanding.the Retention Program, Mr. Schmitzer may also be entitled to receive additional payments upon death, retirement or a Change in Control (as defined under the Retention Program).
In connectionIf a participant retires or dies while an employee of the Company after attaining age 65 and performing 10 years of continuous service (a “Qualified Separation”), then the value of the participant’s account shall be paid to him or his beneficiary in three equal annual installments commencing in the plan year in which the Qualified Separation occurs; provided that in the case of a Qualified Separation due to retirement, the participant has entered into a non-compensation and non-solicitation agreement with the IPO, our BoardCompany. Mr. Schmitzer has neither attained the age of Directors and our shareholders each approved a modification65 nor performed ten years of continuous service on behalf of the 2009 Plan that provided that (1) all options outstandingCompany, and as a result, is not presently eligible to receive any benefits if he were to experience a Qualified Separation.
If a Change in Control (as defined in the Retention Program) occurs, then each participant employed by the Company as of the date of the Change in Control shall be entitled to payment of their account in three equal annual installments commencing in the plan year during which the Change of Control occurs. A participant must remain employed by the Company on the date actual payment is to be made to be eligible to receive any such payment, unless the participant experiences a Qualified Separation or is terminated by the Company without Cause (as defined in the Retention Program).
Quantification of completionTermination Payments
The following tables quantify the estimated benefits that each of the IPOnamed executive officers would remain outstandinghave received had they been terminated in the manner described below on December 29, 2017, our last business day of the year, and, with respect to those benefits contingent upon the occurrence of a Change in Control, assuming the Change in Control occurred on such date. The value for RSUs is determined in accordance with their terms, other than (a) adjustmentsSEC rules as the number of shares subject to reflect a share conversion, pursuant toRSUs that received accelerated vesting, multiplied by $40.01, which allwas the closing price of our Class A common shares were converted to common shares on a 1 to 50 basis, and (b) noneDecember 29, 2017, as reported
28
​
by the NASDAQ Stock Market. The value for RSUs also includes the aggregate amount of dividends that had accrued on unvested RSUs, which amount is paid upon vesting of the awards. The value for share options would be exercisable for a six month period following the completion of the IPO, and (2) no further equity-based grants would be made under the plan, but the unallocated awards would converted into a cash bonus pool. The cash bonus pool was allocated pro rata to the persons holding outstanding options based on their relative option holdings. The amount of the cash bonus pool wasthat received accelerated vesting is determined based uponin accordance with SEC rules as the difference between the public offeringclosing price of theour common shares on December 29, 2017 and the option exercise price, multiplied by the number of shares subject to the share option.
J. Adam Abram.   The following table describes the potential estimated payments that Mr. Abram would have been entitled to had he been terminated on December 29, 2017, calculated in the IPOmanner described under the paragraph “Quantification of Termination Payments”. Mr. Abram would have been required under his employment agreement to comply with the Restrictive Covenants for a period of 18 months from the date of termination of his employment, in order to continue to receive the Separation Benefits, and not be obligated to repay the Company any amounts received. The acceleration of vesting for the RSUs and share options in connection with a Change in Control are not subject to compliance with the Restrictive Covenants.
Mr. Abram retired as our Chief Executive Officer on January 1, 2018, and is no longer eligible to receive the termination benefits provided under his employment agreement. For a description of the benefits he received in connection with his retirement, please see the paragraph immediately following this table.
Executive Benefits and Payments Upon Termination​​Without Cause; for Good
Reason or Non-Renewal
Termination (without
Change in Control)		​​Without Cause or for
Good Reason
(with Change in Control)		​​Non-Renewal
Termination
(with Change in Control)		​
Severance Payment​​​$2,999,988​​​​$2,999,988​​​​$2,999,988​​
Insurance​​​$11,370​​​​$11,370​​​​$11,370​​
Discretionary Bonus​​​​—​​​​​—​​​​​—​​
RSUs (amount includes accrued dividends
payable upon vesting)		​​​​—​​​​$815,013​​​​​—​​
Share Options​​​​—​​​​$1,657,653​​​​​—​​
In connection with his retirement, Mr. Abram entered into a Separation and Release Agreement (the “Separation Agreement”) with the Company. The agreement includes a release by Mr. Abram in favor of the Company effective at the time of execution of the Separation Agreement, excluding certain obligations under his employment agreement, and a second release executed by Mr. Abram after the effective date of his retirement. The Separation Agreement provides for the accelerated vesting of 19,540 shares subject to an RSU, with 19,000 having vested on January 1, 2018, and the weighted average strike priceremainder having vested on January 24, 2018, the day following the effective date of the outstanding options. Bonus awards are payable in installments insecond release. Utilizing the closing share price on December 201529, 2017, the last business day of the year before the vesting date of the 19,000 shares, and 2016; provided,on January 24, 2018, the date that the recipientremaining 540 shares vested, the value of the shares received by Mr. Abram upon the accelerated of the RSU was $780,051 in the aggregate.
29
​
Robert P. Myron.   The following table describes the potential estimated payments that Mr. Myron would have been entitled to had neither competedhe been terminated on December 29, 2017, calculated in the manner described under the paragraph “Quantification of Termination Payments”. Mr. Myron would have been required under his employment agreement to comply with us nor solicited our employeesthe Restrictive Covenants for a period of 18 months from the date of termination of his employment in order to leave theircontinue to receive the Separation Benefits, and not be obligated to repay the Company any amounts received. The acceleration of vesting for the RSUs and share options in connection with a Change in Control are not subject to compliance with the Restrictive Covenants.
Executive Benefits and Payments Upon Termination​​Without Cause; for Good
Reason or Non-Renewal
Termination (without
Change in Control)		​​Without Cause or for
Good Reason
(with Change in Control)		​​Non-Renewal
Termination
(with Change in Control)		​
Severance Payment​​​$1,909,620​​​​$1,909,620​​​​$1,909,620​​
Insurance​​​$2,415​​​​$2,415​​​​$2,415​​
Discretionary Bonus​​​​—​​​​​—​​​​​—​​
RSUs (amount includes accrued dividends
payable upon vesting)		​​​​—​​​​$1,754,027​​​​​—​​
Share Options​​​​—​​​​$286,126​​​​​—​​
Sarah C. Doran.   The following table describes the potential estimated payments that Ms. Doran would have been entitled to had she been terminated on December 29, 2017, calculated in the manner described under the paragraph “Quantification of Termination Payments”. Ms. Doran would have been required under her employment agreement to comply with the Restrictive Covenants for a period of nine months from the date of termination of her employment in order to continue to receive the Separation Benefits, and not be obligated to repay the Company any amounts received. The acceleration of vesting for the RSUs and share options in connection with a Change in Control are not subject to compliance with the Restrictive Covenants.
Executive Benefits and Payments Upon Termination​​Without Cause; for Good
Reason or Non-Renewal
Termination (without
Change in Control)		​​Without Cause or for
Good Reason
(with Change in Control)		​​Non-Renewal
Termination
(with Change in Control)		​
Severance Payment​​​$675,000​​​​$675,000​​​​$675,000​​
Insurance​​​$19,467​​​​$19,467​​​​$19,467​​
Discretionary Bonus​​​​—​​​​​—​​​​​—​​
RSUs (amount includes accrued dividends
payable upon vesting)		​​​​—​​​​$1,366,152​​​​​—​​
Share Options​​​​—​​​​​—​​​​​—​​
30
​
Richard Schmitzer.   The following table describes the potential estimated payments that Mr. Schmitzer would have been entitled to had he been terminated on December 29, 2017, calculated in the manner described under the paragraph “Quantification of Termination Payments”. Pursuant to the terms of his employment agreement, Mr. Schmitzer would have been required under his employment agreement to comply with the Restrictive Covenants for a period of 18 months from the date of termination of his employment if his employment was terminated by the Company without Cause, by him for Good Reason, and for 12 months in the event of a Non-Renewal Termination, in order to continue to receive the Separation Benefits described herein, and not be obligated to repay the Company any amounts received. The acceleration of vesting for the RSUs and share options in connection with a Change in Control are not subject to compliance with the Restrictive Covenants.
Additionally, with respect to benefits payable under the Retention Program, the amount set forth below assumes that the Company has not reduced, modified or terminated any amounts credited to Mr. Schmitzer’s account, which it is permitted to do in its sole discretion under the Retention Program, and that in a case of payment for a Change in Control occurring while employed by the Company, that Mr. Schmitzer does not experience termination of his employment prior to all payments being made.
Executive Benefits and Payments Upon Termination​​Without Cause
or for
Good Reason
(without
Change in
Control)		​​Non-Renewal
Termination
(without Change
in Control)		​​Without Cause
(with Change in
Control)		​​For Good
Reason
(with Change in
Control)		​​Non-Renewal
Termination
(with Change in
Control)		​​Change in Control
(without
Accompanying
Termination)		​
Severance Payment​​​$767,094​​​​$511,396​​​​$1,534,188​​​​$1,534,188​​​​$1,022,792​​​​​—​​
Insurance​​​$12,214​​​​$12,214​​​​$12,214​​​​$12,214​​​​$12,214​​​​​—​​
Discretionary Bonus​​​$175,000​​​​$175,000​​​​$175,000​​​​$175,000​​​​$175,000​​​​​—​​
RSUs (amount includes accrued dividends payable upon vesting)​​​​—​​​​​—​​​​$1,145,627​​​​$1,145,627​​​​​—​​​​​—​​
Share Options​​​​—​​​​​—​​​​$229,879​​​​$229,879​​​​​—​​​​​—​​
Retention Program​​​​—​​​​​—​​​​$616,000​​​​​—​​​​​—​​​​$616,000​​
Steven J. Hartman.   The following table describes the payment dates.
Awards receivedpotential estimated payments that Mr. Hartman would have been entitled to had he been terminated on December 29, 2017, calculated in the manner described under the paragraph “Quantification of Termination Payments”. Pursuant to the terms of his employment agreement, Mr. Hartman would have been required under his employment agreement to comply with the Restrictive Covenants for a period of 18 months from the date of termination of his employment if his employment was terminated by the named executive officers pursuantCompany without Cause or by him for Good Reason, and for 12 months in the event of a Non-Renewal Termination, in order to continue to receive the Separation Benefits described herein, and not be obligated to repay the Company any amounts received. The acceleration of vesting for the RSUs and share options in connection with a Change in Control are not subject to compliance with the Restrictive Covenants.
Executive Benefits and Payments Upon Termination​​Without Cause
or for
Good Reason
(without
Change in
Control)		​​Non-Renewal
Termination
(without Change
in Control)		​​Without Cause
or for
Good Reason
(with Change in
Control)		​​Non-Renewal
Termination
(with Change in
Control)		​
Severance Payment​​​$724,479​​​​$482,986​​​​$1,207,465​​​​$482,986​​
Insurance​​​$9,482​​​​$6,321​​​​$9,482​​​​$6,321​​
Discretionary Bonus​​​$156,306​​​​$156,306​​​​$156,306​​​​$156,306​​
RSUs (amount includes accrued dividends payable
upon vesting)		​​​​—​​​​​—​​​​$460,088​​​​​—​​
Share Options​​​​—​​​​​—​​​​$217,103​​​​​—​​
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Dennis Johnson.   The following table describes the potential estimated payments that Mr. Johnson would have been entitled to had he been terminated on December 29, 2017, calculated in the manner described under the paragraph “Quantification of Termination Payments”. Pursuant to the cash bonus pool are includedterms of his employment agreement, Mr. Johnson would have been required under his employment agreement to comply with the Restrictive Covenants for a period of 18 months from the date of termination of his employment if his employment was terminated by the Company without Cause, by him for Good Reason, and for 12 months in the event of a Non-Renewal Termination, in order to continue to receive the Separation Benefits described herein, and not be obligated to repay the Company any amounts received. The acceleration of vesting for the RSUs and share options in connection with a Change in Control are not subject to compliance with the Restrictive Covenants.
Executive Benefits and Payments Upon Termination​​Without Cause
or for
Good Reason
(without
Change in
Control)		​​Non-Renewal
Termination
(without Change
in Control)		​​Without Cause
or for
Good Reason
(with Change in
Control)		​​Non-Renewal
Termination
(with Change in
Control)		​
Severance Payment​​​$639,246​​​​$426,164​​​​$852,328​​​​$426,164​​
Insurance​​​$2,415​​​​$2,415​​​​$2,415​​​​$2,415​​
Discretionary Bonus​​​$116,667​​​​$116,667​​​​$116,667​​​​$116,667​​
RSUs (amount includes accrued dividends payable
upon vesting)		​​​​—​​​​​—​​​​$339,924​​​​​—​​
Share Options​​​​—​​​​​—​​​​$193,426​​​​​—​​
Compensation Risk Assessment
We have conducted a risk assessment of our compensation policies and practices for our employees, including those related to our executive compensation programs. Based upon the assessment, we do not believe that our compensation policies and practices encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on the Company. We do not have any programs where a participant may directly affect variability or timing of payout. Rather, our compensation programs include a combination of fixed base salaries, discretionary cash bonuses and long-term incentive awards generally with fixed times for payment. We believe these practices are unlikely to create incentives for employees or executives to take excessive or unnecessary risk taking. In particular, because the cash bonuses are discretionary, and not formulaic, we believe that the risk of employees taking actions that are detrimental to the Company or that create excessive risk are reduced as compared to the existence of bonuses contingent upon achievement of formulaic measures, where an employee may have an incentive to take actions to achieve a specified bonus columnlevel. However our senior management will continue to monitor the effect of our compensation policies and practices on our employees and make reports to our Compensation Committee if any concerns should arise.
Equity Incentive Plan
We maintain the Summary Compensation Table.
James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan
All as amended (“2014 LTIP”), which is available to make equity grants to all full-time and part-time employees (including officers and directors who are employees), and consultants and advisors (except with respect to grants of incentive share options), of the Company and its affiliates are eligible to participate in the 2014 Long-Term Incentive Plan (the “2014 LTIP”), which became effective at the time we completed the IPO.affiliates. The purpose of the 2014 LTIP is intended to (1) enable the Companyus and itsour affiliates to attract and retain individuals who will contribute to the Company’sour long-range success, (2) motivate key personnel to produce a superior return to our shareholders and the shareholders of the Company and itsCompany’s affiliates by offering such individuals an opportunity to realize share appreciation, by facilitating share ownership, and by rewarding them for achieving a high level of corporate performance and (3) promote the success of the Company’sour business. The 2014 LTIP permits awards of incentive and non-qualified share options, share appreciation rights, performance shares, restricted shares, restricted share units and other awards. The Board of Directors, upon the recommendation of the Compensation Committee, determines the recipients, amounts and terms of equity awards under the 2014 LTIP Plan. The Compensation Committee is otherwise responsible for the administration of the 2014 LTIP.
Unless otherwise provided in an award agreement, in the event of a “change in control” (as defined below), a participant that is terminated without “cause” or resigns for “good reason” within 12 months of the change in control transaction will have (1) all options or share appreciation rights held by such person become immediately exercisable if not then fully exercisable, (2) the period of restriction on all restricted shares, restricted share units and any other award expire and such awards vest immediately and (3) any other vesting criteria or performance goals deemed achieved at 100% target levels, in each case as of the date of termination of the participant’s employment. Additionally, in the event of a change in control, the Compensation Committee may, to the extent the Compensation Committee determines it is permitted under Section 409A of the Code, cancel any outstanding award and pay to the holders thereof the value of the award, in cash or common shares, based upon the price per common share to be received by other shareholders of the Company, or provide for the assumption of or issuance of substitute awards.
A “change in control” will generally be defined as (1) the purchase or other acquisition by any person or entity of beneficial ownership of 50% or more of either the then outstanding common shares of the Company or the then outstanding voting securities of the Company entitled to vote generally in the election of directors, (2) the consummation of a merger, consolidation or other transformative transaction involving the Company such that persons who were the shareholders of the Company immediately prior to such change in control transaction do not immediately thereafter own 50% of the outstanding common shares or voting securities or (3) a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company.
2015 Salary Adjustments
At management’s recommendation, the Compensation Committee approved and recommended to the Board of Directors for adoption, a reduction of Messrs. Abram, Myron and Davis’ annual base salary. The
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Board of Directors approved the reduction of Messrs. Abram, Myron and Davis’ annual base salary to $800,000, $600,000 and $350,000, respectively, reflecting a reduction of  $240,000, $76,000 and $40,000, respectively, which are the amounts recommended by management. Management’s recommendation regarding the annual base salary reductions was based upon their view that short-term and longer-term incentive compensation (in the form of bonuses and equity grants) should comprise a larger portion of management’s total compensation, as this is intended to more closely align management’s interests with those of our shareholders.
Equity Compensation Plan Information
The following table summarizes information about the Company’s equity compensation plans as of December 31, 2014.2017.
Plan Category​
Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)(1)
​
Weighted-Average Exercise
Price of Outstanding
Options, Warrants and
Rights (b)(2)
​Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation Plans
(Excluding Securities Reflected in
Column (a)) (c)		​​Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)		​
Weighted-Average Exercise
Price of Outstanding
Options, Warrants and
Rights
(b)(1)
​Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation Plans
(Excluding Securities Reflected in
Column (a)) (c)		​
Equity compensation plans approved by stockholders:​​
Equity compensation plans
approved by shareholders:		​​
2014 LTIP​​​1,326,852​​​$21.00​​​​1,844,298​​​​​1,490,497(2)​​​$29.32​​���​1,862,291(3)​​
Director Plan​​​7,140​​​$0​​​​42,860​​​​​3,558(4)​​​​—​​​​32,994​​
2009 Plan​​​2,111,250​​​$15.51​​​​0​​
Equity compensation plans not approved by stockholders​​​0​​​$0​​​​0​​
Amended and Restated James River Group Holdings Equity Incentive Plan(4)
​​​164,063​​​$15.78​​​​—​​
Equity compensation plans not approved by shareholders​​​—​​​​—​​​​—​​
Total​​​3,445,242​​​$17.27​​​​1,887,158​​​​​1,658,118​​​$27.81​​​​1,895,285​​
​
​
(1)
Includes RSUs.
​
(2)
RSUs are not taken into account in the computation of the weighted-average exercise price since they do not have an exercise price.
​
(2)
Includes 175,324 RSUs.
​
(3)
Pursuant to the terms of the 2014 LTIP, approximately 490,000 of the shares remaining available for issuance may only be awarded in the form of share appreciation rights or options.
​
(4)
Consists solely of RSUs.
​
(5)
In connection with our IPO, the Amended and Restated James River Group Holdings, Ltd. Equity Incentive Plan was amended to provide that no further equity-based grants would be made under the plan.
​
​
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Policies and Procedures for Related Person Transactions
We have adopted a written related person transactions policy pursuant to which our executive officers, directors and principal shareholders, including their immediate family members, are not permitted to enter into a related person transaction with us if the amount involved exceeds $120,000 (a “Related Party Transaction”) without the consent of our Audit Committee. Any request for us to enter into a Related Party Transaction is required to be presented to our Audit Committee for review, consideration and approval. All of our directors, executive officers and employees are required to report to our Audit Committee any such transaction before we enter into it. In approving or rejecting the proposed transaction, our Audit Committee will take into account, among other factors it deems appropriate, whether the proposed Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, the extent of the related person’s interest in the transaction and, if applicable, the impact on a director’s independence. Under the policy, if we should discover Related Party Transactions that have not been approved, our Audit Committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.
Related Party Transactions
ShareholdersRegistration Rights Agreement
We wereare party to a shareholdersregistration rights agreement with the D. E. Shaw Affiliates, The Goldman Sachs Group, Inc. and its affiliated shareholder (together “Goldman Sachs”), J. Adam Abram, our Chief Executive Officer and Chairman, Gregg Davis, our Chief Financial Officer, Michael Oakes, a member of our Board of Directors, and each of the other holders of our outstanding common shares prior to theour IPO (collectively, the “Investors”“Pre-IPO Investors”), which agreement was terminated upon the completion of the IPO. The shareholders agreement provided for, among other things, designation of directors for election, supermajority shareholder approval for certain actions of the Company, restrictions on the transfer of equity securities of the Company, preemptive rights and certain registration rights.
Offering Agreement
We entered into an offering agreement with the D. E. Shaw Affiliates, Goldman Sachs, and Messrs. Abram, Davis and Oakes (the “Offering Agreement”) in connection with the IPO, which agreement set forth the understanding between the Company and the selling shareholders with respect to the filing of the registration statement for the IPO, payment of expenses, indemnification, selection of underwriters and certain other matters relating to the offering. Pursuant to the Offering Agreement, we incurred $250,000 in expenses of the selling shareholders incurred in connection with the IPO.
Registration Rights Agreement
We entered into a registration rights agreement with the Investors in connection with the IPO.. The registration rights agreement provides the Investors with certain rights for the registration of their common shares following the completion of the IPO, a summary of which follows.
Demand Registration
Pursuant to the registration rights agreement, the D. E. Shaw Affiliates collectively,with certain customary demand registration rights for their shares, and the Goldman Sachs entities, collectively, may each request that the Company register some or all of their respective securities under the Securities Act (a “Demand Registration”) once in any 12 month consecutive period. Promptly after receiving a registration demand, we will give written notice of such request to all otherPre-IPO Investors and will use commercially reasonable efforts to register all securities requested to be registered in accordance with the provisions of the registration rights agreement. Notwithstanding the foregoing, unless agreed by our Board of Directors, the Company will not be required to register securities for any Investor requesting registration unless (1) the proceeds expected to be received upon the sale of the shares being registered equals or exceeds $100 million and (2) at least six months have passed since the effective date of another registration statement that was filed pursuant to a Demand Registration.
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Short-Form Registration
Pursuant to the Registration Rights Agreement,customary piggyback rights. Additionally, we agreed to use commercially reasonable efforts to qualify for registration on Form S-3, or ifindemnify the company qualifies as a well-known seasoned issuer, Form S-3ASR (a “Short-Form Registration”), and if requested by a D. E. Shaw Affiliate or a Goldman Sachs entity, and available to us, the Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the unregistered securities of those holders requesting registration. A D. E. Shaw Affiliate or a Goldman Sachs entity may request at any time an unlimited number of Short-Form Registrations, which registrations will not count against the limits on Demand Registrations, provided that we shall not be required to register securities for any such Investor unless (1) the value of the securities to be included in the registration statement is at least $100 million (except in the case of a Short-Form Registration relating to Form S-3ASR with respect to which we rely on the “pay-as-you-go” option) and (2) at least 90 days have passed since the effective date of another registration statement that was filed pursuant to a Demand Registration. Promptly after receiving a request for a Short-Form Registration, we will give written notice of such request to all other Investors and will use commercially reasonable efforts to register all securities requested to be registered in accordance with the provisions of the registration rights agreement.
At any time that a shelf registration statement covering registrable securities is effective, any of the D. E. Shaw Affiliates or the Goldman Sachs entities may deliver a take-down notice stating that such shareholder intends to effect an offering of all or part of the securities included on the shelf registration statement. Any number of take-down notices may be made by the D. E. Shaw Affiliates, collectively, and the Goldman Sachs entities, collectively, with respect to take-down offerings that are not underwritten. The D. E. Shaw Affiliates, collectively, and the Goldman Sachs entities, collectively, are entitled to an aggregate of two take-down notices in any consecutive 12-month period with respect to underwritten take-down offerings. No take-down notice may be delivered within 30 days after the effective date of any registration statement filed pursuant to the registration rights agreement, other than a Form S-3ASR. Promptly after receiving a take-down notice, we will give written notice of such request to all other Investors and will use commercially reasonable efforts to register all securities requested to be included in the offering in accordance with the provisions of the registration rights agreement. We will not be required to undertake an underwritten offering unless the proceeds from the securities to be sold in such offering is expected to equal or exceed the greater of  (1) $25 million or (2) 10% of the market value of the public float of the Company (determined in accordance with Rule 405 under the Securities Act).
Selection of Underwriters
If the requesting holders in a demand registration intend that the offering covered by their registration request be an underwritten offering, then the managing underwriter to administer the offering shall generally be selected by holders of a majority of the registrable securities covered by such request, subject to our prior written consent, which is not to be unreasonably withheld or delayed.
Piggyback Rights
Whenever we propose to register any of our securities under the Securities Act, other than a registration described in the preceding paragraphs, and excluding specified other types of registrations (including registrations of securities for employee benefit plans or in connection with a business acquisition), we will give prompt written notice to all Investors of our intention to effect such a registration and, subject to exception, our Investors may notify us that they wish to register securities held by them in the registration statement to be filed (a “Piggyback Registration”), and subject to the limitation described below, if an Investor notifies us in writing that such Investor wishes to include securities in the registration statement within five business days of our notice, we will include such securities.
If the proposed sale of securities under a Demand Registration or with respect to a Piggyback Registration is to be underwritten, then if we receive advice from the underwriter that the number of securities to be included in the registration statement will adversely affect the marketability of the offering, then the number of shares to be included in the registration statement shall be limited.
Indemnification, Expenses and Underwriting
We will indemnify thePre-IPO Investors and their affiliates for certain liabilities that may arise under the Securities Act.
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ToIn June 2017 and November 2017, the extent permitted by applicable law we will pay all expenses incurredD. E. Shaw Affiliates engaged in connection with a Demand Registration, Short-Form Registration or Piggyback Registration, including, the costunderwritten offerings in which they sold an aggregate of one U.S. counsel, but excluding underwriting discounts, selling commissions4,250,000 and transfer taxes applicable3,050,000 shares, respectively. Pursuant to the saleterms of sharesthe Registration Rights Agreement, we incurred costs for accounting, legal and other expenses of the offerings, which amounted to approximately $600,000 in the offering.aggregate.
Certain Provisions of our Bye-laws
Certain Rights and Restrictions ApplicablePursuant to our bye-laws, the approval of the directors designated by the D. E. Shaw Affiliates
Our bye-laws, which was required for certain strategic transactions that we might enter into, as well as the appointment, removal or replacement of our most senior executive officers. These rights, along with certain others, were amended and restated in connection with our IPO, provide certain rights to our largest affiliated shareholders,contingent upon the D. E. Shaw Affiliates (who own 49.2% of our outstanding common shares in the aggregate as of March 16, 2015). Among the rights granted to the D. E. Shaw Affiliates are:
•
until the earlier of  (1) the D. E. Shaw Affiliates collectively beneficially continuously ceasingcontinuing to own at least 20% of our outstanding commonshares. Upon consummation of the underwritten sale of shares or (2) until December 17, 2017, the approval of a director appointed by the D. E. Shaw Affiliates will be required for:in November 2017 these rights terminated due to their reduced shareholdings in our Company.
​
•
us to sell all or substantially all of our assets, merge, consolidate or enter into another similar business combination transaction, subject to certain limited exceptions involving, among other things, related party transactions; and
​
•
the appointment, removal, termination or replacement of our Chairman of the Board, Chief Executive Officer, Chief Operating Officer or our Chief Financial Officer other than for cause;
​
•
so long as theThe D. E. Shaw Affiliatesaffiliates continue to collectively continuously beneficially own at least 20% ofmaintain certain rights and exemptions under our outstanding common shares, no amendment to our organizational document which would have a material adverse effect on the D. E. Shaw Affiliates may be made without their consent.
​
Further, thebye-laws. The D. E. Shaw Affiliates are exempt under our bye-laws from our ability, in our sole discretion, to repurchase all or part of the common shares of any person holding in excess of 9.5% of the total voting power of our common shares if our Board determines that such ownership may result in adverse tax consequences or materially adverse legal or regulatory treatment of ourselves, our shareholders or any other person. Goldman Sachs is also exempted from this provision.
TheAdditionally, the D. E. Shaw Affiliates also have certain rightsthe right to designate directors and are restricted from voting in the election for certain directors.one director. See “Board of Directors and Corporate Governance — Class I Director Designation and Voting Arrangements”Designated to the Board of Directors by the D. E. Shaw Affiliates” for additional information regarding these rights and restrictions.
Corporate Opportunities
Our bye-laws provide that, except for persons that are officers, managers or employees of the Company, and directors who are officers, managers or employees of the Company, no shareholder nor any of its affiliates, or any of its or their respective directors, officers, employees, agents, general or limited partners, managers, members, or shareholders, in any case whether or not one of our directors, will have any duty to communicate or present any investment or business opportunity or prospective transaction, agreement, arrangement, or other economic advantage to us. In addition, to the fullest extent permitted by law, such persons may engage in businesses competitive with ours. In our bye-laws, we explicitly renounce any interest of the Company in such opportunities and any expectation that such opportunities will be offered to us.
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Indemnification Agreements with the D. E. Shaw Affiliates, Goldman Sachs and Certain Former Investors
We entered into an indemnification agreement effective December 2007 with each of  (1) the D. E. Shaw Affiliates, (2) the Goldman Sachs Group, Inc. and (3) certain former investors (the “Indemnification Agreements”). Pursuant to the terms of the Indemnification Agreements, we have agreed to indemnify each of the above investors and their respective affiliates, members and shareholders (collectively, the “Indemnitees”) from:
1.
all claims, obligations, liabilities and actions arising under the securities laws as a result of, among other things, (a) our acquisition of James River Group (our predecessor) in December 2007 and related transactions, (b) any offering of securities and (c) regulatory filings, including periodic filings with the SEC; and
​
2.
to the fullest extent permitted by applicable law, (a) an Indemnitee’s service as a director or officer of the Company or service at its request in another capacity, (b) any breach or alleged breach by an Indemnitee of his or her fiduciary duty as a shareholder, director or an officer of the Company or (c) any payment by the relevant investor or indemnified person with respect to liabilities arising under clauses (a) and (b), except where a court of competent jurisdiction has rendered a final determination that the liabilities were incurred by reason of such Indemnities fraud or willful misconduct.
​
Director and Officer Indemnification Agreements
We entered into indemnification agreements to indemnify our directors and executive officers in connection with our IPO. Pursuant to these agreements, we will indemnify our directors and executive officers to the fullest extent permitted by applicable Bermuda law against all expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any person indemnified under the agreement in actions or proceedings, including actions by us or in our right, arising out of such person’s services as our director or executive officer, any of our subsidiaries or any other company or enterprise to which the person provided services at our request.
Investments with Affiliates of the D. E. Shaw Affiliates
Our directors, Bryan Martin and David Zwillinger, are Managing Director and Senior Vice President, respectively,Directors of D. E. Shaw & Co., L.P., the investment advisor of, and an affiliate of, the D. E. Shaw Affiliates. The D. E. Shaw Affiliates are collectively our largest shareholders, owning approximately 49.2% of our outstanding shares in the aggregate. We have made several investments in and loans to investment vehicles and entities affiliated with the D. E. Shaw Affiliates, which are set forth below. Such investment vehicles and other entities may pay management, performance fees or both to
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D. E. Shaw & Co., L.P. Messrs. Martin and Zwillinger are investors and also have an economic interest in the performance inof several of the below entities.
1.
In 2011, we made a $6.5purchased $10 million investment in D. E. Shaw Renewable Investments Power County, L.L.C., a Delaware limited liability company (“Power County”) that is an affiliate of the D. E. Shaw Affiliates. We sold this investment in March 2014 to unaffiliated third parties.
​
2.
In 2011, we made a $10.0 million investment in bonds due 2018 issued by First Wind Capital LLC a Delaware limited liability company (“First Wind Capital”) engaging, and in wind energy projects. In April 2014 we investedpurchased an additional $1.9 million in bondsbond issued by First Wind Capital. First Wind Capital is a subsidiary of First Wind Holdings, LLC (“First Wind Holdco”). An affiliate of the D. E. Shaw Affiliates has a substantial investment in First Wind Holdings, LLC. Messrs. Martin and Zwillinger are directors of First Wind Holdco.
​
3.2.
In 2012, we made an investment of  $10.0 million in DESRI II, L.L.C., a Delaware limited liability company (“DESRI II”), engaging in solar energy projects. Mr. Abram is also an investor in DESRI II. In 2014, DESRI II returned $1.9 million of capital to us.
​
4.3.
In 2013, we made an investment of  $4.8 million in DESRI IV, L.L.C. (“DESRI IV”),L.L.C, a Delaware limited liability company, which was formed to acquire Kawailoa Wind, LLC, a Delaware limited liability company that owns and operates a wind energy project. Mr. Abram and his family are also investors in DESRI IV.
​
​
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5.4.
In 2013, we made an initial investment of  $5.2 million in DESRI V, L.L.C., a Delaware limited liability company (“DESRI V”), engaging in solar energy projects. In May 2014, we invested an additional $2.8 million in DESRI V.
​
6.5.
In 2013, we purchased a note for $5.0 million due in 2020 issued by Northeast Wind Capital II, LLC, a Delaware limited liability company and a subsidiary of First Wind Holdco. The note was repaid in full in January 2015. An affiliate of the D. E. Shaw Affiliates has a substantial investment in Northeast Wind Capital II, LLC.
​
7.
In December 2014, we made an investment of  $2.0 million in DESRI VI, L.L.C., a Delaware limited liability company (“DESRI VI”), that invests in alternative solar energy projects.
​
8.6.
In December 2014, we entered into2017, the Company made a bridge loan agreement with a third-party and DESRI Springbok Financing,of  $7.3 million to Headwater Renewables L.L.C., a Delaware limited liability company (“DESRI Springbok”), pursuant to which the third-party and ourselves committed to loan DESRI Springbok $12.0 million in the aggregate. Of this amount, our total loan commitment of  $1.0 million was fully funded as of January 28, 2015.
​
9.
In the first quarter of 2015, the Company loanedlend an aggregate of  $20.0additional $1.5 million to First Wind Holdco as part of a $65.0 credit facility involving an additional third party lender. The $20.0 million represents the Company’s full obligation under the credit facility.entity.
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We may consider making additional investments with affiliates of the D. E. Shaw Affiliates from time to time.
Additional TransactionsAirplane Lease
We lease airplanes from an unrelated third-party aircraft management company. Among the planes that the management company leasesleased to us is an airplane owned by Standiford Bluffs, LLC (“Standiford”), a limited liability company wholly-owned by Mr. Abram. Total fees paid by us to the third-party aircraft management company in 20142017 that were attributable to aircraft owned by Standifordthis limited liability company were approximately $390,000. Additionally, we also paid Standiford $300,000 in fees related to air travel overage costs.
We are parties to a consulting agreement with Conifer Group, Inc., a corporation wholly-owned by Mr. Oakes. Pursuant to the consulting agreement, Mr. Oakes will, upon our request, advise the Company with respect to investments, mergers and acquisitions, financings and other strategic matters relating to and involving the Company. For these services, we will pay Conifer Group, Inc. $150,000 per year.
We invested an aggregate of  $5.6 million in Piedmont. Mr. Abram was the Chairman of and an investor in Piedmont. In July 2014, Piedmont merged into Yadkin and we received shares of Yadkin and cash as a result of such transaction. Upon the occurrence of the merger, Mr. Abram became the lead independent director of Yadkin.
In 2011, we subleased office space in Raleigh, North Carolina, from Piedmont. In July 2014, we extended the sublease through 2019. In 2014, we paid approximately $110,000 for use of the office space, with annual increases in the rent charged each year until the end of the sublease term. Yadkin assumed the original lease upon its merger with Piedmont. Mr. Abram is a director of Yadkin, and formerly the chairman of the board and an investor in Piedmont. The sublease is on the same terms as Yadkin’s lease with the third-party landlord.
In September 2013, James River Group purchased $4.5 million of privately placed subordinated debt of VantageSouth, due August 2023. Mr. Abram served as the chairman of the board of VantageSouth, and its majority investor was Piedmont (of whom Mr. Abram was an investor and chairman of the board) until its acquisition by Yadkin in July 2014 (at which time Mr. Abram became the lead independent director of Yadkin). This debt was assumed by Yadkin upon its merger with VantageSouth.
On June 5, 2013, we closed on a three-year $125 million senior revolving credit facility which was comprised of a $62.5 million secured revolving facility and a $62.5 million unsecured revolving facility. KeyBank National Association serves as the Administrative Agent on the credit facility. On September 24, 2014, we closed on an amendment to the credit facility, which among other things, increased the size of the$314,000.
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unsecured revolving facility to $112.5 million. VantageSouth Bank was one of the lenders in the original credit facility and on the closing date of the credit facility, issued a loan to the Company in the amount of $4.0 million. This amount was subsequently increased to $6.0 million on the closing date of the amendment to the credit facility.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The below table sets forth information as of March 16, 201515, 2018 regarding the beneficial ownership of our common shares by (1) each person, or group of affiliated persons, known by us to be the beneficial owner of 5% or more of our outstanding common shares, (2) each of our directors, (3) each of our executive officers named in the Summary Compensation Table appearing in the “Executive Compensation” section of this proxy statement and (4) all of our directors, nominees and executive officers as a group.
The amounts and percentages owned are reported on the basis of the SEC’s rules governing the determination of beneficial ownership of securities. The SEC’s rules generally attribute beneficial ownership of securities to each person who possesses, either solely or shared with others, the voting power or investment power, which includes the power to dispose of those securities. The rules also treat as issued and outstanding all shares that a person would receive upon exercise of options held by that person that are immediately exercisable or exercisable within 60 days of March 16, 2015.15, 2018. These shares are deemed to be outstanding and to be beneficially owned by the person holding those options for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person, but they are not treated as issued and outstanding for the purpose of computing the percentage ownership of any other person. Under these rules, one or more persons may be a deemed beneficial owner of the same securities.
The D. E. Shaw Affiliates have granted irrevocable proxies to vote 2,060,291 common shares owned by them in the aggregate, as of March 16, 2015, representing approximately 7.2% of our outstanding common shares. As a result of granting such proxies, the D. E. Shaw Affiliates only have the right to vote 42% of the total number of common shares outstanding in the aggregate. Proxies were granted by the D. E. Shaw Affiliates to each of Messrs. Abram, Davis, Myron and Oakes. Copies of the proxies are on file with the Company. The number of common shares of the D. E. Shaw Affiliates that each of the aforementioned persons has the power to vote pursuant to the irrevocable proxies, as well as the aggregate number of common shares subject to the proxies, is determined based upon a formula set forth in the proxies. As of March 16, 2015, each of Messrs. Abram, Myron and Oakes has the power to vote 515,073 common shares owned by the D. E. Shaw Affiliates, and Mr. Davis has the power to vote 515,072 common shares. Pursuant to the terms of the proxies, each of the proxies will automatically terminate upon the D. E. Shaw Affiliates ceasing to own, in the aggregate, in excess of 42% of the voting power of our outstanding voting securities.
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As of March 16, 2015,15, 2018, there were a total of 28,540,35029,866,705 common shares issued and outstanding.
Name of Beneficial Owner​​Amount and
Nature of
Beneficial
Ownership		​​Percentage
of Class		​
5% or more Shareholders:​​​
D. E. Shaw Affiliates​​​​14,047,2383,297,238(1)​​​​​49.211.0%​​
The Goldman Sachs Group,BlackRock, Inc. and its affiliates​​​​2,477,8652,704,843(2)​​​​​8.79.1%​​
FMR LLC​​​​2,661,738(3)​​​​​8.9%​​
Wellington Management Group LLP​​​​1,564,681(3)​​​​​5.5%​​
Citadel Advisors LLC and its affiliates​​​​1,567,5931,535,588(4)​​​​​5.55.1%​​
Directors and Executive OfficersOfficers:(5):​​​
J. Adam Abram​​​​1,304,318402,483(6)​​​​​4.51.4%​​
Robert P. Myron​​​​837,692240,384(7)​​​​​2.9%*​​
Janet Cowell​​​​2,613​​​​​*​​
Bryan Martin​​​​14,047,2383,299,801(8)​​​​​49.211.1%​​
Jerry R. Masters​​​​17,00019,563​​​​​*​​
Michael T. Oakes​​​​564,923(9)​​​​​2.0%​​
R. J. Pelosky, Jr.​​​​95052,413​​​​​*​​
Thomas R. SandlerOllie L. Sherman, Jr.​​​​1,0001,407​​​​​*​​
David Zwillinger​​​​14,047,2383,299,801(10)(9)​​​​​49.211.1%​​
Gregg T. DavisSarah C. Doran​​​​740,331(11)3,464​​​​​2.6%*​​
Richard Schmitzer​​​​248,809272,958(10)​​​​​*​​
Steven J. Hartman​​​​98,636(11)​​​​​*​​
Dennis Johnson​​​​134,728(12)​​​​​*​​
All directors, nominees and executive officers as a group (12 persons)​​​​3,893,1484,531,013(13)​​​​​13.115.0%​​
​
*
Represents beneficial ownership of less than 1%.
​
(1)
Information is based on a Schedule 13G filed with the SEC on February 17, 2015Includes 573,723 common shares owned directly by D. E. Shaw CF-SP Franklin, L.L.C. (“CF-SP”),; 1,624,436 common shares owned directly by D. E. Shaw CH-SP Franklin, L.L.C. and 1,099,079 common shares owned directly by D. E. Shaw Oculus Portfolios, L.L.C. (“Oculus”(collectively, such shares, the “Subject Shares”),. Each of the D. E. Shaw CH-SP Franklin (“CH-SP”), L.L.C., Affiliates has the power to dispose of and vote the Subject Shares directly owned by it.
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D. E. Shaw & Co., L.L.C. (“DESCO LLC”), as the manager of each of the D. E. Shaw Affiliates, may be deemed to have the shared power to vote or direct the vote of the Subject Shares, and the shared power to dispose or direct the disposition of the Subject Shares. D. E. Shaw & Co. II, Inc. (“DESCO II Inc.”), as the managing member of DESCO LLC, may also be deemed to have the shared power to vote or direct the vote of the Subject Shares, and the shared power to dispose or direct the disposition of the Subject Shares. D. E. Shaw & Co., L.P. (“DESCO LP”), as the investment adviser of each of the D. E. Shaw Affiliates, may be deemed to have the shared power to vote or direct the vote of the Subject Shares, and Mr. David E. Shaw. CF-SP, Oculus and CH-SP reportedthe shared voting power over 2,085,739, 3,995,649, and 5,905,559 common shares, respectively, and dispositive power over 2,444,231, 4,682,413, and 6,920,594 common shares, respectively, andto dispose or direct the disposition of the Subject Shares. As general partner of DESCO LLC,LP, D. E. Shaw & Co., L.P. and Mr. David E. Shaw reportedInc. (“DESCO Inc.”) may be deemed to have the shared voting power over 11,986,947 common shares and shared dispositive power over 14,047,238 common shares. The D. E. Shaw Affiliates have granted irrevocable voting proxies to each of Messrs. Abram, Myron, Oakes and Davis with respect to 2,060,291 common shares in the aggregate. The number of common shares that each of the aforementioned parties has the power to vote pursuantor to direct the vote of the Subject Shares and the shared power to dispose or direct the disposition of the Subject Shares. Julius Gaudio, Maximilian Stone, and Eric Wepsic, or their designees, exercise voting and investment control over the Subject Shares on DESCO LP’s and DESCO LLC’s behalf. None of DESCO LLC, DESCO II Inc., DESCO LP, or DESCO Inc. owns any common shares directly, and each such entity disclaims beneficial ownership of the Subject Shares, except to the proxy granted to such party is indicated in footnotes 6, 7, 9 and 11. Mr.extent of any pecuniary interest therein. David E. Shaw does not own any common shares directly. By virtue of hisDavid E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co.,DESCO Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of the D. E. Shaw Affiliates,DESCO LP, and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co.DESCO II Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of the D. E. Shaw Affiliates, Mr.DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of 11,986,947 common shares,the Subject Shares and the shared power to dispose or direct the disposition of 14,047,238 common shares, and, therefore, Mr. David E. Shaw may be deemed to be the beneficial owner of such common shares.Subject Shares. David E. Shaw disclaims beneficial ownership of the Subject Shares except to the extent of any pecuniary interest therein. Bryan Martin and David Zwillinger, directors of the Company, are each officers of DESCO LP and thus may be deemed to have the shared power to vote or to direct the vote of the Subject Shares and the shared power to dispose or direct the disposition of the Subject Shares. Bryan Martin and David Zwillinger disclaim beneficial ownership of the Subject Shares, except to the extent of each such 14,047,238 common shares.person’s pecuniary interest therein. This information was provided to us by the D. E. Shaw Affiliates. The address of each of the reporting personsD. E. Shaw Affiliates is 1166 Avenue of the Americas, NinthSixth Floor, New York, NYNew York 10036.
​
(2)
Information is based on a Schedule 13G filed with the SEC on February 17, 20151, 2018 by The Goldman Sachs Group,BlackRock, Inc. (“GS Group”BlackRock”), Goldman Sachs & Co. (“Goldman Sachs”), JRVR Investors Offshore LP (“JRVR Investors”), GS JRVR Offshore Advisors, Inc., GS Investment Strategies, LLC
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. BlackRock reported sole voting power over 2,660,280 common shares and GSAM Gen-Par, L.L.C. GS Group reported shared voting andsole dispositive power over 2,477,865 common shares, Goldman Sachs reported shared voting and dispositive power over 47,619 common shares, and JRVR Investors, GS JRVR Offshore Advisors, Inc., GS Investment Strategies, LLC and GSAM Gen-Par, L.L.C. reported shared voting and dispositive power over 654,4162,704,843 common shares. Of the securities being reported on by GS Group, as a parent holding company, 654,416The common shares are beneficially owned by JRVR Investors,BlackRock and 47,619 common shares are owned by Goldman Sachs, a broker or dealer registered under Section 15certain of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Affiliates of GS Group are the general partner, the sole director of the general partner or the investment manager of JRVR Investors. Goldman Sachs is a wholly owned subsidiary of GS Group.its subsidiaries. The address of each of the reporting personsBlackRock is 200 West55 East 52nd Street, New York, NY 10282.10055.
​
(3)
Information is based on aAmendment No. 2 to Schedule 13G filed with the SEC on February 12, 201513, 2018 by Wellington Management Group LLP (“Wellington”FMR LLC and Abigail P. Johnson (together, “Fidelity”). WellingtonFMR LLC reported sharedsole voting power over 1,236,199714,201 common shares, and sharedMs. Johnson reported no voting power over any common shares. FMR LLC and Ms. Johnson reported sole dispositive power of 1,564,681over 2,661,738 common shares. The common shares are owned of record by clients of one or more investment advisers directly or indirectlybeneficially owned by Wellington, which was an investment adviser to these clients asFMR LLC, Ms. Johnson and certain of December 31, 2014. Wellington’sits subsidiaries and affiliates. The address of Fidelity is 280 Congress245 Summer Street, Boston, MA 02210.
​
(4)
Information is based on a Schedule 13G filed with the SEC on February 17, 20158, 2018 by CitadelWellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings II LP (“CAH2”), Citadel GP LLC (“CGP”) and Mr. Kenneth Griffin with respect to common shares owned by Citadel Global Equities Master Fund Ltd. (“CG”), Surveyor Capital Ltd. (“SC”) and Citadel Securities LLC (“Citadel Securities”Holding LLP (collectively, “Wellington”). Citadel Advisors and CAH2 eachWellington reported shared voting power over 1,251,553 common shares and shared dispositive power over 1,567,579 common shares, and CGP and Mr. Griffin each report share voting and dispositive power over 1,567,5931,535,588 common shares. CitadelWellington reported that (i) the securities as to which the Schedule 13G was filed by Wellington Management Group LLP, as parent holding company of certain holding companies and the Wellington Investment Advisers, are owned of record by clients of the Wellington Investment Advisers, (ii) Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers, (iii) Wellington Investment Advisors Holdings LLP is the portfolio manager for CGowned by Wellington Group Holdings LLP, and SC. CAH2 was, as of December 31, 2014, the managing member of Citadel Advisors. CALC III LP, a Delaware limited partnership (“CALC3”),(iv) Wellington Group Holdings LLP is the non-member manager of Citadel Securities. CGP is the general partner of CALC3 and CAH2. Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CGP.owned by Wellington Management Group LLP. The address of each of the reporting personsWellington is Citadel LLC, 131 S. Dearbornc/o Wellington Management Company LLP, 280 Congress Street, 32nd Floor, Chicago, IL 60603.Boston, MA 02210.
​
(5)
The address of each director, nominee and executive officer listed is c/o James River Group Holdings, Ltd., P. O. Box 1502, Hamilton HM FX, Bermuda.
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(6)
Mr. Abram has dispositive power over 439,245 common shares beneficially owned by him and voting power over 954,318 common shares beneficially owned by him. Mr. Abram has voting power over 515,073 common shares pursuant to an irrevocable proxy granted by the D. E. Shaw Affiliates. The reported amount also includes 350,000800 common shares owned by the Ruth M. Maguire Trust, of which Mr. Abram is a co-trustee and a beneficiary.
​
(7)
The reported amount includes 36,036 common shares issuable upon the exercise of vested options or options vesting within 60 days.
​
(7)
Mr. Myron has dispositive power over 47,619 common shares beneficially owned by him and voting power over 562,692 common shares beneficially owned by him. Mr. Myron has voting power over 515,073 common shares pursuant to an irrevocable proxy granted by the D. E. Shaw Affiliates. The reported amount also includes 275,000 common shares issuable upon the exercise of vested options or options vesting within 60 days.options.
​
(8)
Consists solely of 2,563 common shares owned directly by Mr. Martin, and 3,297,238 common shares beneficially owned by the D. E. Shaw Affiliates. See footnote 1 above. Mr. Martin is a Managing Director of D. E. Shaw & Co., L.P. and may be deemed to be the beneficial owner of shares beneficially owned by the D. E. Shaw Affiliates, but disclaims such beneficial ownership (except as to any pecuniary interest therein) pursuant to rules under the Exchange Act.
​
(9)
Mr. Oakes has dispositive power over 49,850Consists of 2,563 common shares beneficially owned directly by himMr. Zwillinger, and voting power over 564,923 common shares beneficially owned by him. Mr. Oakes has voting power over 515,073 common shares pursuant to an irrevocable proxy granted by the D. E. Shaw Affiliates.
​
(10)
Consists solely of3,297,238 common shares beneficially owned by the D. E. Shaw Affiliates. See footnote 1 above. Mr. Zwillinger is a Senior Vice PresidentManaging Director of D. E. Shaw & Co., L.P. and may be deemed to be the beneficial owner of shares beneficially owned by the D. E. Shaw Affiliates, but disclaims such beneficial ownership (except as to any pecuniary interest therein) pursuant to rules under the Exchange Act.
​
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(11)(10)
Mr. Davis has dispositive power over 37,759 common shares beneficially owned by him and voting power over 552,831 common shares beneficially owned by him. Mr. Davis has voting power over 515,072 common shares pursuant to an irrevocable proxy granted by the D. E. Shaw Affiliates. The reported amount also includes 187,500177,050 common shares issuable upon the exercise of vested options or options vesting within 60 days.options.
​
(12)(11)
Mr. Schmitzer has sole dispositive and voting power over 23,809 common shares beneficially owned by him. The reported amount also includes 225,00056,249 common shares issuable upon the exercise of vested options or options vesting within 60 days.options.
​
(13)(12)
Includes an aggregate of  (a) 2,060,291 common shares owned by the D. E. Shaw Affiliates that Messrs. Abram, Davis, Myron and Oakes have voting power over pursuant to irrevocable proxies, and (b) 1,203,125The reported amount includes 100,371 common shares issuable upon the exercise of vested options or options vesting within 60 days.options.
​
(13)
Includes shares held by the D. E. Shaw Affiliates that may be deemed to be beneficially owned by Messrs. Martin and Zwillinger, each of whom disclaims beneficial ownership of such shares, except to the extent of each such person’s pecuniary interest therein, and 369,706 common shares issuable upon the exercise of vested options.
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PROPOSAL NO. 1: To APPROVE The appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditor1
ELECTION OF DIRECTOR
At the Annual Meeting, shareholders will elect one individual to serve as Class I director and hold office until our 2021 annual general meeting of shareholders.
The nominee was recommended and approved for nomination by the Nominating and Corporate Governance Committee of our Board of Directors. The director shall serve until his successor has been duly elected and qualified or until his earlier resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named. If you sign and return the accompanying proxy, your shares will be voted for the election of the nominee recommended by our Board of Directors unless you mark the proxy in such a manner as to withhold authority to vote for such candidate.
If, for any reason, the nominee is unable or unwilling to serve, the persons named in the proxy will use their best judgment in selecting and voting for a substitute candidate or our Board of Directors may reduce the number of directors. Our Board of Directors, however, has no reason to believe that the nominee will be unable or unwilling to be a candidate for election at the time of the Annual Meeting.
David Zwillinger has been nominated to stand for election at the Annual Meeting to hold office as a Class I director until the 2021 annual general meeting of shareholders or until his successor is duly elected and qualified.
We did not pay a fee to be held in 2016, andany third party to authorize our Boardidentify or evaluate any of the potential nominees. Please see the discussion under “Board of Directors actingand Corporate Governance” in this proxy statement for information concerning our nominee for director.
Required Vote and Recommendation
The director will be elected by a plurality of the Audit Committee, to determinevotes cast in the independent auditor’s remuneration.election at the Annual Meeting, either in person or represented by properly authorized proxy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINATED DIRECTOR.
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PROPOSAL NO. 2
TO APPROVE THE RE-APPOINTMENT OF ERNST & YOUNG LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS OUR INDEPENDENT AUDITOR TO SERVE UNTIL THE 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS, AND TO AUTHORIZE OUR BOARD OF DIRECTORS, ACTING BY THE AUDIT COMMITTEE, TO DETERMINE THE INDEPENDENT AUDITOR’S REMUNERATION
Upon the recommendation of our Audit Committee, our Board of Directors proposes that our shareholders approve the appointmentre-appointment of Ernst &Young LLP, an independent registered public accounting firm, as our independent auditor to serve until the 2019 annual general meeting of shareholders to be held in 2016.shareholders. A representative of Ernst & Young LLP is expected to be present at the annual meetingAnnual Meeting with the opportunity to make any statement he or she may desire, and to be available to respond to appropriate questions from shareholders.
Our Audit Committee reviews auditengages in an annual evaluation of Ernst &Young LLP’s insurance industry qualifications and non-audit services performed by Ernst & Young LLP, as well asexpertise, assesses the fees charged by Ernst & Young LLP for such services. Inquality of its reviewservice, its sufficiency of non-audit service fees,resources, the quality of communication and interaction with it and its independence, objectivity and professional skepticism. The Audit Committee also considers among other things, the possible effectadvisability and potential impact of the performance of such services on the auditor’s independence.selecting a different independent public accounting firm.
Required Vote and Recommendation
The approval of the appointmentre-appointment of Ernst & Young LLP as our independent auditor requires the affirmative vote of a majority of the votes cast on the matter. If our shareholders do not vote to approve the appointmentre-appointment of Ernst & Young LLP as our independent auditor, our Audit Committee will reconsider such appointment.re-appointment. Even if our shareholders do vote to approve the appointmentre-appointment of Ernst & Young LLP, our Audit Committee retains the discretion to reconsider its appointmentre-appointment as our independent auditor if the Audit Committee believes it necessary to do so in the best interest of usthe Company and our shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE APPOINTMENTRE-APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITOR TO SERVE FOR THE YEAR ENDED DECEMBER 31, 2015 AND UNTIL THE 20162019 ANNUAL GENERAL MEETING OF SHAREHOLDERS, AND TO AUTHORIZE THEOUR BOARD OF DIRECTORS, ACTING BY THE AUDIT COMMITTEE, TO DETERMINE THE INDEPENDENT AUDITOR’S REMUNERATION.
Fees Paid to Independent Registered Public Accounting Firm
Aggregate fees for professional services rendered to us or on our behalf by Ernst & Young LLP for the years ended December 31, 20142017 and 20132016 are as follows:
​​2014​2013​​2017​2016​
Audit Fees​​$1,076,000​​​$1,060,000​​​​$1,779,502​​​$1,410,646​​
Audit-Related Fees​​$1,575,298​​​$40,292​​​​​204,859​​​​201,747​​
Tax Fees​​$69,950​​​$304,210​​​​​233,335​​​​51,753​​
All Other Fees​​$1,785​​​$1,995​​​​​1,995​​​​1,995​​
Total Fees​​$2,723,033​​​$1,406,497​​​​$2,219,691​​​$1,666,141​​
​​
The items set forth in the above table generally consisted of the following items:
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Audit Fees.   Audit fees consistconsisted of fees billedincurred in connection with the Company’s annual financial statement audits and statutory audits and review of our Annual Report.quarterly financial statements.
Audit-Related Fees.   Audit-related fees includeconsisted of fees incurred for servicescomfort letter procedures, post-report review procedures and secondary securities offerings in 2016 and 2017, and for our IPO2017 only, consent in 2014 and acquisition and accounting consulting services in 2013.connection with the Company’s Form S-3 filing.
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Tax Fees.   Tax fees in 2017 primarily relate to transfer pricingconsisted of tax compliance services and tax consulting services. In addition, approximately $5,000 relatesadvisory services related to foreign tax compliancefilings and transfer pricing. Tax fees in each2016 primarily consisted of 2014tax advisory services related to foreign tax filings and 2013.transfer pricing.
All Other Fees.   All other fees includein 2017 and 2016 were for permitted accounting research software licensing fees.
The year over year increase in total audit fees primarily relates to the audit of our internal control over financial reporting by Ernst & Young LLP. As an emerging growth company, we were previously not required to have an audit of our internal control over financial reporting under applicable SEC rules. We ceased to be an emerging growth company effective January 1, 2018.
The Audit Committee has concluded that the provision of the aforementioned services by Ernst & Young LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.
Pre-Approval of Services
Under ourThe Audit Committee Pre-Approval Policy which was effective untilhas a policy requiring it to pre-approve all audit and non-audit services performed by the completionCompany’s independent auditor. The Committee may delegate pre-approval authority to the chairman of our IPO, the Audit Committee had pre-approved certain specifiedor his designee. When pre-approving all services by the independent auditor, the Committee will consider whether the provision of such services is consistent with maintaining the independent auditor’s independence.
During our 2017 and 2016 fiscal years, all audit, services, audit-related, services, tax servicesfees and other fees for services to be renderedperformed by our independent registered public accounting firm in an amount up to $10,000 per engagement. Amounts in excess of  $10,000 per engagementErnst & Young LLP were to be pre-approved by our Audit Committee. During 2014 and 2013, the Audit Committee pre-approved (1) all audit services, (2) all audit-related services, (3) approximately 100% and 98% of tax services, respectively, and (4) all of the other services. The portions of the above services that were not pre-approved by the Audit Committee were pre-approved by the Chairman of our Audit Committee.
Pursuant to our Pre-Approval Policy that became effective upon the completion of the IPO, there is no longer a $10,000 pre-approval threshold for engagements of our independent registered public accounting firm, and instead, all engagements are subject to pre-approval by our Audit Committee.in compliance with applicable SEC requirements.
Report of the Audit Committee
The Audit Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 20142017 with the management of the Company and the Company’s independent registered public accounting firm, Ernst & Young LLP. The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing StandardsStandard (AS) 1301 (previously AS No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380)16), Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.(PCAOB). The Audit Committee also has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communicationsPCAOB Ethics and Independence Rule 3526, Communication with the Audit Committee concerning independenceCommittees Concerning Independence and has discussed with Ernst & Young LLP the independence of such independent registered public accounting firm. The Audit Committee also has considered whether Ernst & Young LLP’s provision of non-audit services to the Company is compatible with the independent registered public accounting firm’s independence.
Based on its review and discussions referred to in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements for the Company’s fiscal year ended December 31, 20142017 be included in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended December 31, 20142017 for filing with the SEC.
The Audit Committee’s responsibility is to monitor and oversee the audit and financial reporting processes. However, the members of the Audit Committee are not practicing certified public accountants or professional auditors and rely, without independent verification, on the information provided to them and on the representations made by management, and the report issued by the independent registered public accounting firm.
Audit CommitteCommittee
Jerry R. Masters, Chairman
R. J. Pelosky,Janet Cowell
Ollie L. Sherman, Jr.
Thomas R. Sandler
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PROPOSAL NO. 3
TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE 2017 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
As required by Section 14A of the Exchange Act, we are providing our shareholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers. Under federal securities laws, we previously qualified as an emerging growth company, which exempted us from the requirement to hold an advisory shareholder vote on our named executive officer compensation. Effective January 1, 2018, we ceased to qualify as an emerging growth company, and as a result, shareholders are being asked to vote to approve, on a non-binding and advisory basis, our 2017 named executive officer compensation and the frequency of future advisory votes on named executive officer compensation for the first time at the Annual Meeting.
As described in detail above under the heading “Executive Compensation-Compensation Discussion and Analysis,” our executive compensation programs are designed to achieve three principal objectives: (i) to attract, motivate and retain talented executives, (ii) to create an alignment of interests between our executives and shareholders through the grant of one or more equity awards, and (iii) to reward performance that supports our principles of building long-term shareholder value overall, and to recognize individual performance the Compensation Committee believes contributes to the success of our company. Please read the “Compensation Discussion and Analysis” and the “Summary Compensation Table” and related information in this proxy statement for additional details about our executive compensation programs, including information about the compensation of our named executive officers in 2017.
We are asking our shareholders to indicate their support for the compensation of our named executive officer as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking our shareholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s shareholders approve, on a non-binding, advisory basis, the compensation paid to our named executive officers, as disclosed in the Company’s Proxy Statement for the 2018 Annual General Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure.”
While the advisory vote on executive compensation is non-binding, we expect that our Compensation Committee and Board will consider the voting results for this proposal in evaluating our executive compensation programs.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL ON A NON-BINDING, ADVISORY BASIS, OF THE 2017 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.
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PROPOSAL NO. 4
TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, holding a non-binding, advisory vote on the compensation of our named executive officers every ONE, TWO yearS OR three years.
As required by Section 14A of the Exchange Act, we are also providing shareholders with a non-binding, advisory vote to select the frequency with which our shareholders will hold the advisory vote on executive compensation provided for in Proposal 3 above. By voting on this Proposal No. 4, shareholders may indicate whether they would prefer an advisory vote on named executive officer compensation every one, two or three years.
After careful consideration of this proposal, our Board of Directors has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for us, and therefore our Board of Directors recommends that you vote for an advisory vote on executive compensation every year. In formulating its recommendation, our board of directors considered that an annual advisory vote on executive compensation will allow our shareholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year.
You may cast your vote on your preferred voting frequency by choosing the option of every one year, two years or three years, or abstain from voting. The frequency option that receives the highest number of votes cast at the Annual Meeting will be considered approved on such proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE OPTION OF “ONE YEAR” AS THE FREQUENCY OF THE SHAREHOLDER VOTE ON THE compensation of our named executive officers.
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OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our officers, members of our Board of Directors and persons who own more than 10% of our common stockshares to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholdersshareholders are required by regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on a review of the copies of such forms furnished to us, our officers, directors and greater than 10% stockholdersshareholders complied with all applicable Section 16(a) filing requirements, except that each of our executive officers was late filing one Form 4 to report one transaction.requirements.
Other Business at the Annual Meeting
The Board of Directors does not intend to present any other matter at the Annual Meeting. The Board has not been informed that any other person intends to present any other matter for action at the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named in the accompanying proxy intend to vote the proxies in accordance with their best judgment.
Our financial statements for the year ended December 31, 20142017 and the independent auditors’ report thereon will be formally presented at the Annual Meeting, but no shareholder action is required thereon.
Shareholder Proposals and Director Nominations for the 20162019 Annual General Meeting of Shareholders
To submit shareholder proposals for the 20162019 annual general meeting of shareholders for inclusion in the Company’s proxy statement pursuant to Exchange Act Rule 14a-8, materials must be received by us no later than December 8, 2015.November 30, 2018.
The proposals must comply with all of the requirements of SEC Rule 14a-8. Proposals should be addressed to: Secretary at James River Group Holdings, Ltd., c/o CodanConyers Corporate Services (Bermuda) Limited, Clarendon House, P.O. Box HM 1022, Hamilton HM 12,DX, Bermuda. As the rules of the SEC make clear, simply submitting a proposal does not guarantee its inclusion in the proxy statement.
The Company’s bye-laws establish an advance notice procedure for shareholders to make nominations of candidates for election as directors or to bring other business before an annual general meeting of shareholders. We adopted this procedure in connection with the IPO. The bye-laws provide that any shareholder wishing to nominate persons for election as directors at, or bring other business before, an annual general meeting of shareholders must deliver to the Company’s secretary a written notice of the shareholder’s intention to do so, which notice must include the information required by our bye-laws. To be timely, the shareholder’s notice must be delivered to or mailed and received by the Secretary at the registered office of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual general meeting;meeting of shareholders; provided that if the date of the annual general meeting of shareholders is advanced more than 25 days prior to such anniversary date or delayed more than 25 days after such anniversary date then to be timely such notice must be received by the Secretary no earlier than 120 days prior to such annual general meeting of shareholders and no later than the later of 70 days prior to the date of the general meeting or the close of business on the 10th day following the earlier of the date on which notice of the general meeting was posted to shareholders or the date on which public announcement of the date of the general meeting was first made by the Company. In no event shall the public announcement of an adjournment or postponement of an annual general meeting of shareholders commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.
For the 20162019 annual general meeting of the shareholders, the Company anticipates that any notice given by or on behalf of a shareholder pursuant to these provisions of the Company’s bye-laws (and not pursuant to Exchange Act Rule 14a-8) must be received no earlier than January 6, 2016,2, 2019 and no later than February 5, 2016.1, 2019. All Directordirector nominations and shareholder proposals must comply with the requirements of the Company’s bye-laws, a copy of which may be obtained at no cost from the Secretary of the Company.
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[MISSING IMAGE: t1500607_pc1.jpg]Shareholders Sharing the Same Address
The SEC has adopted rules that permit companies and intermediaries (such as brokerage firms, banks, and other nominees) to implement a delivery procedure called “householding.” Under this procedure, multiple shareholders who reside at the same address may receive a single copy of our proxy materials and annual reports unless an affected shareholder has provided contrary instructions. This procedure reduces printing costs and postage fees.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TOIf you are a beneficial owner of our common shares and you share an address with other beneficial owners, then your brokerage firm, bank, or other nominee may have delivered a single copy of this proxy statement and of our Annual Report for all beneficial owners sharing your address. To make a written or oral request for an individual copy of this proxy statement and of such Annual Report, please contact us at James River Group Holdings, Ltd., c/o Conyers Corporate Services (Bermuda) Limited, Clarendon House, P.O. Box HM 1022, Hamilton HM DX, Bermuda, or call us at (441) 278-4580. We will promptly deliver them to you.
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JAMES RIVER GROUP HOLDINGS, LTD.C/O BROADRIDGEPO. BOX 1342BRENTWOOD, NY 11717VOTE BY INTERNET - www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information upuntil 11:59 P.M. Eastern Time the day before the meeting. Have your proxy card in hand whenyou access the web site and follow the instructions to obtain your records and to create anelectronic voting instruction form.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M.Eastern Time the day before the meeting. Have your proxy card in hand when youcall and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717. Please allow sufficient time for your proxy card to bereceived prior to the date of the meeting.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: FOLLOWS E40529-P03325 KEEP THIS PORTION FOR YOUR RECORDDETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PleaseDATED.JAMES RIVER GROUP HOLDINGS, LTD.The Board of Directors recommends you vote FOR the nominee, FOR Proposals 2 and 3 and ONE YEAR forProposal 4.1. To elect one Class I director to our Board of Directors to hold office until our 2021 annual general meeting ofshareholders.Nominee: For Withhold1a. David Zwillinger ❑ ❑ For Against Abstain2 To approve the re-appointment of Ernst & Young LLP, an independent registered public accounting firm, as ourindependent auditor to serve until the 2019 Annual General Meeting of Shareholders, and to authorize our Board ofDirectors, acting by the Audit Committee, to determine the independent auditor’s remuneration.❑ ❑ ❑3. To approve, on a non-binding, advisory basis, the 2017 compensation of our named executive officers. ❑ ❑ ❑1year4. To approve, on a non-binding, advisory basis, holding a non-binding, advisory vote on the compensation ❑of our named executive officers every one, two or three years.2 3 Abstainyears years❑ ❑ ❑NOTE: In their discretion, the proxy holders are authorized to vote on any other matters that may properly come before themeeting or any adjournments or postponements thereof.Yes NoPlease indicate if you plan to attend this meeting ❑ ❑Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or otherorother fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporationacorporation or partnership, please sign in full corporate or partnership name by authorized officer. JAMES RIVER GROUP HOLDINGS, LTD. M88275-P63656 JAMES RIVER GROUP HOLDINGS, LTD. C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717 Please indicate if you plan to attend this meeting 1. To approve the appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditor to serve until the Annual General Meeting Of Shareholders to be held in 2016, and to authorize our Board of Directors, acting by the Audit Committee, to determine the independent auditors remuneration. NOTE: To transact such other business as may properly come before the meeting or any adjournment thereof. VOTE BY INTERNET - www.proxyvote.com Use the Internet to
transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Please allow sufficient time for your proxy card to be received prior to the date of the meeting. ! ! ! ! !The Board of Directors recommends you vote FOR the following proposal: Yes No For Against Abstain
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com. M88276-P63656 Jameswww.proxyvote com.E40530-P03325James River Group Holdings, Ltd. ProxyLtd.Proxy for Annual General Meeting of Shareholders on May 5, 2015 Solicited1, 2018Solicited on Behalf of the Board of Directors TheDirectorsThe undersigned hereby appoints J. Adam Abram, Robert P. Myron and Gregg T. Davis,Sarah C. Doran, and each of them, with full power of substitutionofsubstitution and the power to act alone, as proxies to vote all of the common shares which the undersigned would be entitledbeentitled to vote if personally present and acting at the Annual General Meeting of Shareholders of James River GroupRiverGroup Holdings, Ltd.(the (the “Company”) to be held on May 5, 20151, 2018 at the GrottoCompany's executive offices located atWellesley House, 2nd Floor, 90 Pitts Bay Beach Hotel, 11 Blue Hole Hill, Hamilton Parrish CR 04,Road, Pembroke HM 08, Bermuda at 9:8:00 a.m., Atlantic Time,local time, or at any postponementanypostponement or adjournment thereof. Thethereof.The common shares represented by this proxy will be voted in the manner directed. In the absence of any direction,anydirection, the common shares will be voted “for”"for" the nominee, "for" Proposal 12 and 3, “one year” forProposal 4 and in the discretion of the proxy holders on any other matters that may properly come before thebeforethe meeting or any adjournments or postponements thereof. The undersigned acknowledges receipt of theofthe Notice of the Annual General Meeting of Shareholders and the Company’s proxy statement pertaining thereto.
Continuedpertainingthereto.Continued and to be signed on reverse side
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