1347 PROPERTY INSURANCE HOLDINGS, INC. (NASDAQ:PIH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors, Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May 23, 2017, 1347 Property Insurance Holdings, Inc. (the
Company) announced that Dan Case, 39, has been appointed as Chief
Operating Officer of the Company effective immediately. Mr. Case
has 17 years of experience in financial services during which
time he has focused exclusively on the insurance and reinsurance
industries. Prior to joining the Company, Mr. Case was an
Executive Vice President at BMS Re, an independent reinsurance
intermediary, from September 2016 to March 2017, and a founding
partner at Advocate Reinsurance Partners, a privately-held
reinsurance intermediary for middle-market insurance carriers,
captives, risk retention groups and other specialty insurance
operations, from October 2010 until its purchase by BMS Re in
September 2016. At Advocate Reinsurance Partners, Mr. Case led
the property reinsurance practice and advised both personal lines
and commercial clients with catastrophe exposure.
Mr. Case began his career as an analyst in Banc of America
Securities Financial Institutions Group in 2000, where he worked
in raising both private and public capital until 2002. In 2002,
Mr. Case joined Aon Benfield Securities, a specialist investment
bank, where he served the insurance and reinsurance industries
until 2006. In 2006, he joined HBK Investments, an investment
management firm based in Dallas, Texas, as an analyst managing
private equity, collateralized reinsurance investments, and
traded securities in the property casualty insurance and
reinsurance market. Mr. Case was also a partner at TigerRisk
Partners, an independent reinsurance intermediary, from 2009
2010. Mr. Case obtained a B.A. in Mathematics-Economics from
Wesleyan University.
The Company has entered into an offer letter with Mr. Case, which
provides for an annual base salary of $275,000 and a sign-on
bonus of $30,000 following 30 days of employment with the
Company. Mr. Case will also be eligible for an annual bonus,
subject to the determination of the Board of Directors.
In addition, Mr. Case will have the opportunity to purchase up to
68,027 shares of the Companys common stock on the open market or
in direct purchases from the Company during his first six months
of employment with the Company, and at the end of the six-month
purchase period, the Company will match any such shares purchased
by Mr. Case with a grant of restricted stock units (RSUs) of the
Company equal to two RSUs for each share purchased by Mr. Case.
The RSUs will vest 20% per year over five years following the
date granted, subject to continued employment through such
vesting date. The aggregate maximum number of shares of the
Companys common stock that may be acquired to this arrangement,
including through open market purchases, purchases from the
Company and grants from the Company, is 204,081. Any shares
purchased directly from the Company will be made at a price equal
to the closing price of the Companys common stock on the prior
trading day, but at a price not less than the Companys latest
quarter end published book value per share. This arrangement was
entered into outside of the Companys existing shareholder
approved equity plan and was approved by the Compensation
Committee of the Companys Board of Directors as an inducement
material to Mr. Case entering into employment with the Company in
reliance on NASDAQ Listing Rule 5635(c)(4).
There is no family relationship existing between Mr. Case and any
executive officer or director of the Company and he has no direct
or indirect material interest in any transaction required to be
disclosed to Item 404(a) of Regulation S-K.
The terms of Mr. Cases employment with the Company are set forth
in the offer letter between the Company and Mr. Case, which is
attached hereto as Exhibit 10.1 to this Form 8-K and is
incorporated by reference into the Item 5.02. A copy of the press
release announcing the appointment of Dan Case as Chief Operating
Officer of the Company is attached hereto as Exhibit 99.1 to this
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 10.1 |
Offer Letter dated May 23, 2017, by and between the Company and Dan Case. |
|
| 99.1 | Press Release dated May 23, 2017. |
About 1347 PROPERTY INSURANCE HOLDINGS, INC. (NASDAQ:PIH)
1347 Property Insurance Holdings, Inc. is a holding company. The Company, through its subsidiaries, is engaged providing property and casualty insurance. The Company offers homeowners’ insurance, manufactured home insurance and dwelling fire insurance. It writes both full peril property policies, as well as wind/hail only exposures and it distributes policies through independent insurance agents. Maison Managers, Inc. (MMI) serves as the Company’s management services subsidiary. Its other subsidiaries include Maison Insurance Company (Maison), a property and casualty insurance company, and ClaimCor, LLC (ClaimCor), a claims adjusting company. Its homeowners’ insurance policy is written on an owner occupied dwelling, which protects from all perils, except for those specifically excluded from coverage by the policy. Its wind/hail insurance policy is written on an owner or non-owner occupied dwelling, which protects from the perils of wind and/or hail-only weather events. 1347 PROPERTY INSURANCE HOLDINGS, INC. (NASDAQ:PIH) Recent Trading Information
1347 PROPERTY INSURANCE HOLDINGS, INC. (NASDAQ:PIH) closed its last trading session down -0.07 at 7.55 with 11,198 shares trading hands.
