JAMES RIVER GROUP HOLDINGS, LTD. (NASDAQ:JRVR) 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.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 19, 2016, James River Group Holdings, Ltd. (the
Company) announced the appointment of Sarah C. Doran as Chief
Financial Officer of the Company and its subsidiary holding
companies effective January 16, 2017 (the Effective Date). The
Company issued a press release announcing Ms. Dorans appointment,
a copy of which is included as Exhibit 99.1 to this Current
Report on Form 8-K.
Ms. Doran, age 43, has served as Senior Vice President, Investor
Relations and Treasurer of Allied World Assurance Company
Holdings, AG since April 2013. Prior to that, Ms. Doran served in
various positions at Barclays in the Financial Institutions Group
from 2008 to 2013, most recently as a Director. Prior to
Barclays, Ms. Doran served as a Vice President in the Financial
Institutions Group at Lehman Brothers commencing in 2003. Ms.
Doran received an MBA in Finance and Economics from the Booth
School of Business at the University of Chicago and a BA in
Government from the University of Notre Dame.
Ms. Doran and Robert Myron, the Companys President and Chief
Operating Officer, will share responsibility as the Companys
principal financial officer until the date that the Companys
Annual Report on Form 10-K for the year ended December 31, 2016
is filed. Thereafter, Ms. Doran will become the Companys sole
principal financial officer.
As part of her appointment as Chief Financial Officer, Ms. Doran
entered into a letter agreement with the Company, dated as of
December 19, 2016. The letter agreement provides for an initial
three year term of employment, with automatic renewals after the
initial term for one year periods unless one of the parties gives
notice to the other of non-renewal not less than 60 days prior to
the end of any term.
to the letter agreement, Ms. Doran will (i) receive an initial
base salary of $400,000 per year, (ii) be eligible to receive an
annual discretionary cash bonus, which, for 2017, has a target
amount equal to her base salary, and (iii) be eligible to
participate in any long-term incentive plan of the Company,
which, for 2018, is a long-term incentive equity grant with a
target value equal to her base salary.
The letter agreement provides for Ms. Doran to receive an initial
equity grant of options to acquire common shares of the Company,
and/or restricted share units (RSUs), with an aggregate value
equal to $650,000. The initial equity grant will be made within
45 days after the Effective Date, and will vest in three
substantially equal annual installments contingent upon Ms.
Dorans continued employment with the Company. Ms. Doran is also
entitled to a sign on bonus of $150,000 to be paid within ten
days of the Effective Date.
The letter agreement also provides that Ms. Doran will be
entitled to participate in all employee benefit plans and other
fringe benefits or plans generally available to executive
employees of the Company, including, (i) tax equalization
gross-up payments or other Bermuda tax payments that she may be
subject to with respect to any payments or benefits that she is
entitled to in order to
reimburse her for any Bermuda taxes imposed upon her, and (ii)
reimbursement for reasonable relocation expenses incurred by Ms.
Doran in relocating to North Carolina.
In the event Ms. Dorans employment is terminated without cause by
the Company, by her for good reason (with the terms cause and
good reason defined in the letter agreement), or the Company
serves notice to her that it is not renewing her employment, Ms.
Doran shall be entitled to receive, (i) reimbursement for
reasonable relocation expenses for a move from North Carolina to
the New York City metropolitan area, and (ii) subject to
execution and delivery to the Company of a general release, (a)
her base salary paid in monthly installments for a period of 18
months, (b) any unpaid discretionary cash bonus awarded to her
for the year prior to which any such termination occurs, and (c)
continuation of insurance coverage for a period of 12 months (or
if not permitted under the Companys health insurance plan,
payment of the amount the Company would have paid for such
coverage if Ms. Doran had remained employed); provided, that in
the case of the benefits in clause (ii), she complies with
confidentiality obligations and restrictions on competition and
non-solicitation. In the event that Ms. Doran violates such
obligations, she will be required to repay the Company any
amounts paid to her in respect of the benefits in clause (ii) of
the preceding sentence.
The foregoing description of the letter agreement is qualified in
its entirety by reference to the letter agreement, which is filed
as Exhibit 10.1 hereto, and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| 10.1 |
Letter Agreement, dated December 19, 2016, among James River Group Holdings, Ltd., James River Group, Inc. and Sarah Doran |
| 99.1 | Press Release of the Company dated December 19, 2016 |
About JAMES RIVER GROUP HOLDINGS, LTD. (NASDAQ:JRVR)
James River Group Holdings, Ltd. is an insurance holding company. The Company owns and operates a group of specialty insurance and reinsurance companies. The Company operates through four segments: Excess and Surplus Lines, Specialty Admitted Insurance, Casualty Reinsurance, and Corporate and Other. The Excess and Surplus Lines segment offers excess and surplus commercial lines liability and property insurance. The Specialty Admitted Insurance segment focuses on a range of markets within the standard insurance markets, such as workers’ compensation coverage for residential contractors, light manufacturing operations, transportation workers and healthcare workers. The Casualty Reinsurance segment provides proportional and working layer casualty reinsurance to third parties and to the United-based insurance subsidiaries. The Corporate and Other segment consists of the management and treasury activities of its holding companies and interest expense associated with its debt. JAMES RIVER GROUP HOLDINGS, LTD. (NASDAQ:JRVR) Recent Trading Information
JAMES RIVER GROUP HOLDINGS, LTD. (NASDAQ:JRVR) closed its last trading session 00.00 at 41.13 with 111,335 shares trading hands.