OXBRIDGE RE HOLDINGS LTD : Change in Directors or Principal Officers, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Independent Director

On January 9, 2023, the Board of Directors (the “Board”) of Oxbridge Re Holdings
Limited (the “Company”) accepted the resignation of Mr. Raymond Cabillot as an
independent director of the Company, effective immediately. Mr. Cabillot’s decision to resign did not involve any disagreements with the Company,
management or the Board relating to the Company’s operations, policies or
practices.

Appointment of New Independent Director

On January 9, 2022, the Board of Oxbridge Re Holdings Limited appointed Mr. Arun
Gowda to serve as an independent director on the Board of the Company, effective
immediately. Mr. Gowda will also serve as a director of Oxbridge Reinsurance
Limited (“OxRe”), subject to approval of the Cayman Islands Monetary Authority
(“CIMA”). Mr. Gowda’s appointment was made to fill the vacancy resulting from Mr. Cabillot’s resignation, and he was appointed for a term that ends at the
2023 annual general meeting of shareholders.

Mr. Gowda has served as the Managing Partner of Broadpeak Ventures, a private
investment company, since January 2018. In his role as Managing Partner, Mr.
Gowda oversees and manages investment and business development with early-stage
venture companies in asset management, insurance and alternative investment
strategies.

Mr. Gowda served as the Managing Director, UBS O’Connor, New York, an
alternative investment arm of UBS Group AG (NYSE: UBS), from September 2016 to
December 2017, where he was responsible for raising funds for private credit and
hedge funds. From February 2012 to December 2015, Mr. Gowda served as Managing
Director at Guggenheim Investments, New York, where he was responsible for
development of the alternative investment platform for institutional investors,
including pension funds, insurance companies and private banks.

From August 1993 to December 2011, Mr. Gowda held senior roles of Vice President
at Morgan Stanley, New York (NYSE: MS), Executive Director at UBS Investment
Bank, London (NYSE: UBS) and Partner at Eventi Capital Partners, Toronto, where
he managed investments in private companies in technology, medical devices, and
alternatives.

Mr. Gowda has served as a director on Ide8 Re, a Bermuda captive reinsurer for
insurtech Bamboo Insurance from April 2021 to present. Mr. Gowda has also served
as an advisor to the management of Aquarian Holdings and Osprey Funds since
January 2019 and May 2021, respectively.

Mr. Gowda holds an MBA in Finance from The Wharton School, University of
Pennsylvania, and a Bachelor’s Degree with Distinction in Electrical
Engineering, Computer Science and Math from Vanderbilt University.

Mr. Gowda brings to the Board invaluable experience in investments, hedge funds,
insurance and reinsurance products, and experience in fund raise and scaling
businesses to our boards. Mr. Gowda was appointed to serve as the Chair of the
Audit Committee and the Investment Committee of the Board, and a member of the
Nominating and Corporate Governance and Compensation of the Board.

Adoption of Non-Employee Director Compensation Program

On January 9, 2023, the Board, in consultation with our independent compensation
consultant, adopted and approved a non-employee director compensation program
(the “Non-Employee Director Compensation Program”) that provides for annual
retainer fees and equity awards for our non-employee directors. The program was
adopted under the 2021 Omnibus Incentive Plan (the “2021 Omnibus Plan”). Under
the Non-Employee Director Compensation Program, each non-employee director of
the Company receives an annual cash retainer of $15,000 payable in arrears in
equal quarterly payments, pro-rated for partial years. Non-employee directors
will also receive an annual restricted share award for a number of restricted
ordinary shares equal to $25,000 divided by the closing price of the Company’s
ordinary shares on the grant date, which annual awards will vest one-half on the
180th day after the grant date and one-half on the first anniversary of the
grant date. The annual restricted share award will be granted on the first
trading day of January of each year. The Non-Employee Director Compensation
Program also provides for an initial restricted share grant on the date on which
a person first becomes a director of the Company with respect to a number of
shares equal to $25,000 divided by the closing price of the Company’s ordinary
share on the grant date. Restricted share granted under the non-employee
director compensation program will be subject to accelerated vesting upon a
change of control of the Company.

The foregoing description of the Non-Employee Director Compensation Program is
summary in nature and is qualified in its entirety by the full text of such
program, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Executive Employment Agreements

On January 9, 2023, in consultation with our independent compensation
consultant, the Company and Jay Madhu entered into an Amended and Restated
Employment Agreement under which Mr. Madhu will continue to serve as the Chief
Executive Officer of the Company (the “Madhu Employment Agreement”). The Madhu
Employment Agreement provides for an annual base salary of $300,000, and it
provides that Mr. Madhu may be granted annual incentive bonuses at the
discretion of the Board and may participate in the Company’s equity incentive
plans on the same terms as other senior executives. The agreement also provides
that Company will annually grant to Mr. Madhu 40,000 restricted shares under the
2021 Omnibus Plan, which will vest ratably on the first day of each calendar
quarter over the 4 calendar quarters immediately following the grant date. Under
the Madhu Employment Agreement, Mr. Madhu is entitled to participate in all of
the Company’s pension, life insurance, health insurance, disability insurance
and other benefit plans on the same basis as the Company’s other employee
officers participate. The agreement also provides for a lump-sum M&A transaction
bonus of seven percent of the transaction value of certain mergers, stock sales,
asset sales, or similar transactions by the Company or its subsidiaries. The
term of the Madhu Employment Agreement is through December 31, 2025, and is
automatically renewed for additional successive 1-year terms unless notice of
non-renewal is provided by the Company or Mr. Madhu at least ninety days prior
to the renewal date. Mr. Madhu will receive a lump-sum payment equal to his base
salary otherwise payable under the employment agreement for a three-year
severance period if terminated “without cause” (including a non-renewal of the
agreement by the Company) or he terminates his own employment for a “good reason
event”, as those terms are defined in the agreement, in addition to any target
bonus, restricted share award and M&A transaction bonus that would have been
payable under the agreement during the applicable periods following the
termination date. Mr. Madhu’s employment agreement contains certain
non-competition covenants and confidentiality provisions.

On January 9, 2023, in consultation with our independent compensation
consultant, the Company and Wrendon Timothy entered into an Amended and Restated
Employment Agreement under which Mr. Timothy will continue to serve as the Chief
Financial Officer of the Company (the “Timothy Employment Agreement”). The
Timothy Employment Agreement provides for an annual base salary of $195,000, and
it provides that Mr. Timothy may be granted annual incentive bonuses at the
discretion of the Board and may participate in the Company’s equity incentive
plans on the same terms as other senior executives. The agreement also provides
that Company will annually grant to Mr. Timothy 25,000 restricted shares under
the 2021 Omnibus Plan, which will vest ratably on the first day of each calendar
quarter over the 4 calendar quarters immediately following the grant date. Under
the Timothy Employment Agreement, Mr. Timothy is entitled to participate in all
of the Company’s pension, life insurance, health insurance, disability insurance
and other benefit plans on the same basis as the Company’s other employee
officers participate. The agreement also provides for a lump-sum M&A transaction
bonus of three percent of the transaction value of certain mergers, stock sales,
asset sales, or similar transactions by the Company or its subsidiaries. The
term of the Timothy Employment Agreement is through December 31, 2025 and is
automatically renewed for additional successive 1-year terms unless notice of
non-renewal is provided by the Company or Mr. Timothy at least ninety days prior
to the renewal date. Mr. Timothy will receive lump-sum payment equal to the base
salary otherwise payable under the employment agreement for a three-year
severance period if terminated “without cause” (including a non-renewal of the
agreement by the Company) or he terminates his own employment for a “good reason
event”, as those terms are defined in the agreement, in addition to any target
bonus, restricted share award and M&A transaction bonus that would have been
payable under the agreement during the applicable periods following the
termination date. Mr. Timothy‘ employment agreement contains certain
non-competition covenants and confidentiality provisions.

The foregoing descriptions of the Madhu Employment Agreement and Timothy
Employment Agreement are summary in nature and are qualified in their entirety
by the full text of such agreements, which are attached as Exhibits 10.3, and
10.4, respectively, to this Current Report on Form 8-K.

Restricted Share Grants

On January 9, 2023, in accordance with the Non-Employee Director Compensation
Program described above, 10,549 ordinary shares of the Company were granted to
each of our non-employee directors, Arun Gowda, Lesley Thompson and Dwight
Merren, under our 2021 Omnibus Plan. The awards will vest one-half on the 180th
day after the grant date and one-half on the first anniversary of the grant
date, provided that the director is in continuous service to the Company through
the applicable vesting date. Unvested restricted shares will vest on an
accelerated basis upon a change of control of the Company (as defined in 2021
Omnibus Plan).

On January 9, 2023, in accordance with the Madhu Employment Agreement and the
Timothy Employment Agreement described above, our Board granted 40,000 and
25,000 ordinary shares of the Company to Mr. Madhu and Mr. Timothy,
respectively. The ordinary shares were granted under our 2021 Omnibus Plan. The
awards will vest ratably on the first day of each calendar quarter over the 4
calendar quarters immediately following the grant date, contingent on Mr.
Madhu’s and Mr. Timothy continuous employment or service with the Company until
the applicable vesting date. Unvested restricted shares will vest on an
accelerated basis upon a change of control of the Company (as defined in 2021
Omnibus Plan).

Item 3.02. Unregistered Sales of Equity Securities.

The issuance of the restricted shares to executive officers and non-employee
directors as described in Item 5.02 above are and will be exempt from
registration under the Securities Act of 1933, as amended (the “Securities
Act”), because the offer and sale of such securities did and does not involve a
“public offering” as defined in Section 4(a)(2) of the Securities Act, was made
without any form of general solicitation to a sophisticated party, and was made
with full access to any information requested regarding the Company and the
ordinary shares.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits



Exhibit
Number    Description

10.1        Oxbridge Re Holdings Limited Non-Employee Director Compensation
          Program
10.2        Oxbridge Re Holdings 2021 Omnibus Incentive Plan
10.3        Amended and Restated Employment Agreement, dated January 9, 2023, with
          Jay Madhu
10.4        Amended and Restated Employment Agreement, dated January 9, 2023, with
          Wrendon Timothy
10.5        Form of Restricted Stock Agreement under the Oxbridge Re Holdings
          Limited 2021 Omnibus Incentive Plan
EX-104    Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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