Gregory and Scott Fortunoff, who together with their affiliates, hold a substantial equity interest in James River Group Holdings, Ltd. (NASDAQ: JRVR) (the "Company"), sent the following letter to the Company's Board of Directors (the "Board") regarding the Board's recent decision to significantly increase the cash incentive awards for Company management for the 2024 performance period despite the Company's ongoing underperformance.
NEW YORK, March 14, 2025 /PRNewswire/ --
March 10, 2025
The Board of Directors
James River Group Holdings, Ltd.
Clarendon House
Wellesley House, 2nd Floor
90 Pitts Bay Road
Pembroke HM08, Bermuda
Members of the Board,
We are writing to you as a group of shareholders of James River Group Holdings, Ltd. (the "Company") that own almost 2% of the outstanding shares of the Company's common stock at the time of this letter. As we write this letter, the share price of the Company is down approximately 59% over the last year, and the book value of the Company has also dropped approximately 30% during this time. Therefore, we were shocked by the Company's announcement on Friday of discretionary bonuses awarded by the Board of Directors of the Company (the "Board") and are writing due to the urgent nature of this matter.
Last Friday, we were very shocked to learn from the Company's Form 8-K filing that the Board had decided to use its discretion "to increase the cash incentive award amounts for the 2024 performance period." This "discretionary" bonus totaled approximately $2,115,000. While we are hopeful that the Company's long and costly restricting will bear fruit, we believe this discretionary bonus rewards Company personnel for efforts to rectify problems which they created. We believe a bonus should only be granted when outperformance and excellence is achieved. The precipitous decline of the Company's stock price and book value not only reflect the absence of excellence but call into question the fundamental competence of Company management.
We note that, in 2024, the Company decided to significantly decrease its annual cash dividend from $0.20 per share to $0.05 per share in order to shore up the finances of the Company as its financial results continued to significantly deteriorate. We find it shocking that the current Board would reward management with the equivalent of almost $0.05 per share in performance bonuses instead of offering shareholders an increase in their dividend. Public company management is mandated to maximize shareholder value, not enrich themselves as shareholders' expense. It is not for management to be rewarded for subpar results. We believe that performance-based awards are warranted when the Company is performing well, but nothing whatsoever about the Company's performance in 2024 warranted this type of bonus.
This Board of Directors as a group, except for Mr. Matthew Botein, owns less than half of 1% of the outstanding shares of the Company. The majority of the shares owned by the Board were given as compensation, rather than outright purchases using their own money. Currently, Board members earn $128,000 as base compensation for serving as directors, with most making 50% to 70% more than that. Presently, the Board is making approximately $1,331,000 as a group. That amount significantly outpaces the returns shareholders have had on the Company's stock in the last 12 months. This Board has no skin in the game or incentive to improve the Company's performance, yet, it is comfortable rewarding management with shareholder money while the Company's performance across all metrics has been subpar, with the stock price remaining near all-time lows.
We would like the Board to explain to shareholders their decision to use their "discretion" to offer bonuses to management based on the Company's current performance. We would also like to know what led the Board to determine that it was better to reward management for the Company's continued underperformance rather than use these available funds to increase the annual cash dividend to the Company's shareholders or to grow the Company's business. While we believe that no bonus is warranted for the Company's performance in 2024, if the Board insists on providing management with some type of bonus, we strongly suggest that, at a minimum, the Board only award bonuses in the form of incentive stock options and divide the "discretionary" amounts awarded to management in order to align such performance bonuses with the performance of the Company's stock price and book value in 2024. Further, we believe that the unused portion of these "discretionary" awards should be given to the shareholders in the form of a special dividend.
We expect your prompt response and a clear public commitment from the Board to prioritize the preservation of capital. We are prepared to take further steps to ensure the Board remains accountable and acts in the best interests of shareholders.
Sincerely,
Gregory Fortunoff
CONTACT:
Gregory Fortunoff
greg@jaftex.com
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SOURCE Gregory Fortunoff
