Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 4, 2017, the Compensation Committee (the “Committee”) of the Company’s Board of Directors exercised its discretion to pay an annual incentive award to Max Caviet, Chief Executive Officer of AmTrust International Limited (the Company’s European holding company subsidiary), in recognition of Mr. Caviet’s indispensable leadership of the Company’s European operations and his role in the Company’s expansion into the Asian markets and development of extended warranty business opportunities in that region.

This incentive was paid under the Company’s 2010 Omnibus Incentive Plan, as amended. Mr. Caviet was eligible for a $2,504,167 annual incentive award, based on the Committee’s assessment of three performance measures: the Company’s operating earnings, its combined ratio on a consolidated basis across all segments, and return on equity, all for the fiscal year ended December 31, 2016. Although the Company did not meet its 2016 operating earnings target, the Company’s 2016 combined ratio of>93.7% was lower than the Company’s target combined ratio of 95%, and return on equity in fiscal year 2016 of>15.8% was above the target return on equity of 15%, resulting in a performance score of slightly above 50% of target. The Committee exercised its discretion to reduce the payout to Mr. Caviet to>$745,642 (which is one times his annual salary), payable two-thirds in cash and one-third in restricted stock units.

Operating earnings, one of the performance measures discussed above, is a non-GAAP financial measure and is calculated as net income attributable to AmTrust stockholders less (a) after-tax realized investment gain (loss), (b) non-cash amortization of intangible assets, (c) non-cash impairment of goodwill, (d) non-cash interest on convertible senior notes, (e) foreign currency transaction gain (loss), and (f) acquisition gain, net of tax.

About AmTrust Financial Services, Inc. (NASDAQ:AFSI)

Amtrust Financial Services, Inc. (AmTrust) is an insurance holding company. The Company, through its subsidiaries, provides specialty property and casualty insurance focusing on workers’ compensation and commercial package coverage for small business, specialty risk and extended warranty coverage, and property and casualty coverage for middle market business. Its segments include Small Commercial Business, Specialty Risk and Extended Warranty, and Specialty Program. The Small Commercial Business segment is engaged in providing workers’ compensation, commercial package and other commercial insurance lines produced by wholesale agents, retail agents and brokers in the United States. The Specialty Risk and Extended Warranty segment is engaged in providing coverage for consumer and commercial goods and custom designed coverages. The Specialty Program segment is engaged in writing commercial insurance for defined classes of insureds through general and other wholesale agents.

AmTrust Financial Services, Inc. (NASDAQ:AFSI) Recent Trading Information

AmTrust Financial Services, Inc. (NASDAQ:AFSI) closed its last trading session down -0.37 at 18.88 with 4,094,717 shares trading hands.