Patriot National, Inc. (NYSE:PN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Thomas Shields as Executive Vice President and Chief Financial Officer
On August11, 2017, Thomas Shields, the Executive Vice President and Chief Financial Officer of Patriot National, Inc. (the “Company”) agreed to resign from the Company effective September15, 2017 (the “Effective Date”) to pursue other opportunities. On August11, 2017, Thomas Shields and the Company entered into a Confidential Separation Agreement and General Release (the “Separation Agreement”), effective on the Effective Date, that specifies the terms of, and the benefits he is eligible to receive in connection with, Mr.Shields’ departure from the Company. Subject to his compliance with the terms and conditions of the Separation Agreement, Mr.Shields will receive (i)a total of $920,000, of which $370,000 shall be paid on the Effective Date with the remaining to be paid over six monthly installments beginning October15, 2017, which payments shall accelerate upon a change of control, (ii) 23,529 restricted shares of the Company’s common stock to the vesting schedule established in his employment agreement as if his employment had not been terminated or, alternatively, the cash equivalent of such shares on September15, 2017, and (iii)continuation of group health plan coverage until the earlier of September15, 2019 or the time he obtains group health plan coverage with a new employer.
In order to provide a smooth transition of leadership, Mr.Shields shall serve as a consultant to his successor as the Company’s Chief Financial Officer until March15, 2018, and shall receive a lump sum of $35,000 for any month in which he provides consulting work.
Under the Separation Agreement, Mr.Shields provided a general waiver and release of claims against the Company and is subject to certain cooperation and restrictive covenants, including confidentiality, non-disparagement, non-solicitation, and non-competition. The foregoing description is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.02 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number |
Description |
| 10.1 | Confidential Separation Agreement and General Release, dated as of August11, 2017, by and between Patriot National, Inc. and Thomas Shields |
Patriot National, Inc. ExhibitEX-10.1 2 d427409dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE THIS CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (hereinafter,…To view the full exhibit click here
About Patriot National, Inc. (NYSE:PN)
Patriot National, Inc. is an independent national provider of technology-enabled outsourcing solutions that help insurance carriers, employers and other clients mitigate risk and comply with complex regulations. It offers a range of end-to-end insurance related and specialty services. The Company principally offers approximately two types of services: front-end services, such as brokerage, underwriting and policyholder services, and back-end services, such as claims adjudication and administration. It also offers specialty services, including technology outsourcing and other information technology (IT) services, as well as employment pre-screening and background checks. The Company’s brokerage and policyholder services include general agency services and specialty underwriting and policyholder services provided to its insurance carrier clients. The Company’s claims administration services relate to the administration and resolution of workers’ compensation claims.
