JAMES RIVER GROUP HOLDINGS, LTD. (NASDAQ:JRVR) Files An 8-K Results of Operations and Financial ConditionItem 2.02
Results of Operations and Financial Condition.
On November 1, 2017, James River Group Holdings, Ltd. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2017. A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form 8‑K (this “Form8‑K”).
The information in this Item 2.02 and in Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act unless specifically stated by the Company.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Executive Officer Retirement
On October 31, 2017, J. Adam Abram, Chief Executive Officer and Chairman of the Board of Directors, announced his retirement as Chief Executive Officer effective January 1, 2018. Mr. Abram will continue to serve as non-executive Chairman of the Company’s Board of Directors (the “Board”) following his retirement as Chief Executive Officer.
At the recommendation of the Company’s Compensation Committee (the “Compensation Committee”), on October 31, 2017, the Board approved compensation to be payable to Mr. Abram in his role as non-executive Chairman. Mr. Abram will be paid $350,000 per annum in cash and be granted restricted share units (“RSUs”) with a fair market value of $150,000 on the date of grant, which amounts include the compensation that is otherwise payable to non-employee directors generally. At the same meeting, the Board, at the recommendation of the Compensation Committee, increased the cash compensation to be paid to non-employee directors from $75,000 per annum to $125,000 per annum. Additionally the annual RSU grant made to non-employee directors was increased from an annual grant with a fair market value of $25,000 on the date of grant, to an annual grant with a fair market value of $50,000. The increased non-employee director compensation will become effective January 1, 2018.
In connection with Mr. Abram’s announced retirement, the Board approved, at the recommendation of Compensation Committee, the acceleration of RSUs for 19,540 common shares of the Company upon the effectiveness of Mr. Abram’s retirement. The acceleration of the RSUs
is contingent upon Mr. Abram entering into a Separation and Release Agreement with the Company and its subsidiary, James River Group, Inc. (“JRG”).
Appointment of New Chief Executive Officer
Also on October 31, 2017, the Company’s Board of Directors appointed Robert P. Myron, the Company’s President and Chief Operating Officer, as the Company’s new Chief Executive Officer, effective upon Mr. Abram’s retirement. Mr. Myron, age 48, has served as the Company’s President and Chief Operating Officer since September 2014 and has served as a director since December 2010. He is also an administrator of one of the Company’s Delaware statutory trusts and a director of its U.K. holding company. Mr. Myron previously served as the Company’s Chief Executive Officer from October 2012 to September 2014, and before that as the Company’s Chief Financial Officer from June 2010 until September 2012. Prior to that time, Mr. Myron served as Senior Vice President, Treasurer and Chief Risk Officer of The Hanover Insurance Group, Inc., a property-casualty insurance company, from 2007 until 2010, and before that, as Executive Vice President and Chief Financial Officer of Argo Group International Holdings Ltd., an insurance and reinsurance company, from August 2007 to October 2007. Prior to that, Mr. Myron was Executive Vice President and Chief Financial Officer of PXRE Group, Ltd., a property reinsurer, from 2005 to August 2007, and before that, served as Treasurer from 2003 to 2005. Prior to PXRE Group Ltd., Mr. Myron was the President of Select Reinsurance Ltd., a privately-held Bermuda-based property-casualty reinsurer, from 1999 to 2003.
In connection with his appointment as Chief Executive Officer, on October 31, 2017, the Board of Directors of the Company, upon the recommendation of the Compensation Committee, approved an increase in Mr. Myron’s salary from $636,540 per annum to $750,000 per annum, effective at the time of Mr. Abram’s retirement. The Company and JRG expect to enter into a new employment agreement with Mr. Myron reflecting Mr. Myron’s increased salary, his new title and otherwise on substantially similar terms as his existing employment agreement.
Also on October 31, 2017, the Board, at the recommendation of the Compensation Committee approved an award of RSUs with a fair market value of $3,000,000 to Mr. Myron in connection with his promotion to Chief Executive Officer. The RSUs will be granted to Mr. Myron at the effective time of Mr. Abram’s retirement and will vest in three substantially equal installments on the first three anniversaries of the grant date.
Chief Financial Officer Compensation
On October 31, 2017, the Board, at the recommendation of the Compensation Committee, approved (i) an increase in the base salary of Sarah C. Doran, the Company’s Chief Financial
Officer, from $400,000 per annum to $450,000 per annum effective January 1, 2018, and (ii) a grant of RSUs with a fair market value of $750,000. The RSUs will vest in three substantially equal installments on the first three anniversaries of the grant date.
On November 1, 2017, the Company announced that its Board of Directors declared a cash dividend of $0.30 per common share of the Company to be paid on December 28, 2017 to shareholders of record on December 15, 2017. The Company also announced that its Board of Directors declared a special cash dividend of $0.50 per common share of the Company, also to be paid on December 28, 2017 to shareholders of record on December 15, 2017.
Item 9.01Financial Statements and Exhibits.
The following Exhibit is furnished as a part of this Form 8-K:
James River Group Holdings, Ltd. ExhibitEX-99.1 2 a2017-3rdqtrjrvrpressrelea.htm EXHIBIT 99.1 Exhibit Exhibit 99.1JAMES RIVER ANNOUNCES THIRD QUARTER 2017 RESULTS▪Third Quarter 2017 Net Income of $10.4 million — $0.34 per diluted share,…To view the full exhibit click
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.