RLI Corp. (NYSE:RLI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
-
0

RLI Corp. (NYSE:RLI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 2, 2019, Thomas L. Brown, Chief Financial Officer of RLI Corp. (the Company), notified the Board of Directors (the Board) of his retirement, effective December 31, 2019.In connection with Mr. Browns retirement, the Board has approved or ratified the following actions.

Although Mr. Brown will remain an employee of the Company as Vice President until the end of the year to ensure a smooth transition, he is stepping down as Chief Financial Officer, effective July 1, 2019. For the remainder of 2019, Mr. Brown will continue to receive his current salary.Mr. Brown is a participant in the Companys Market Value Potential Executive Incentive Program (MVP Program) and he will continue to be a participant until June 30, 2019.The Compensation Committee of the Board has exercised its discretion to amend the terms of Mr. Browns participation in the MVP Program so that his retirement will qualify as a Retirement under the MVP Program, meaning that Mr. Browns MVP Program bonus bank will be paid based upon his bonus bank balance as of June 30, 2019.In lieu of participating in the MVP Program for the second half of 2019, Mr. Brown will receive a lump sum bonus of $125,000 to be payable March 2020.

Also on May 2, 2019, Todd W. Bryant was appointed as Chief Financial Officer, effective July 1, 2019.Mr. Bryant, age 50, is currently the Vice President, Finance and Controller of the Company, a position he has held since 2009. In connection with his promotion, Mr. Bryant will receive an increase in pay to an annual base salary of $330,000 and an adjusted maximum award under the Management Incentive Program (MIP), calculated as a percentage of his 2019 year-end based salary, as follows: (i) 75% prorated for the period from January 1, 2019 through June 30, 2019, and (ii) 90% prorated for the period from July 1, 2019 through December 31, 2019 (2019 MIP Award).

Also in connection with his promotion, Mr. Bryant will become a participant in the MVP Program effective July 1, 2019, with a preliminary award equal to 1% of the Companys Market Value Potential, which for 2019 will be for the Performance Period of July 1, 2019 December 31, 2019 (2019 MVP Award).For the 2019 Performance Period, Mr. Bryant will receive a cash bonus payout under either the MIP Program or the MVP Program equal to the greater of his 2019 MIP Award or the cash payout portion of his 2019 MVP Award.For 2019, Mr. Bryants MVP Program bonus bank will be reduced by 33%, the amount specified under the MVP Program.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

2

RLI CORP Exhibit
EX-99.1 2 rli-20190502ex991d1f1f7.htm EX-99.1 Press Release_Exhibit_991_CFO Announcement       Exhibit 99.1     RLI SVP & CFO THOMAS L. BROWN ANNOUNCES RETIREMENT; TODD W. BRYANT,…
To view the full exhibit click here

About RLI Corp. (NYSE:RLI)

RLI Corp. is a specialty insurance company. The Company operates through three segments: Casualty, Property and Surety. The Casualty segment consists of general liability, personal umbrella, transportation, executive products and commercial umbrella coverages, as well as package business and other specialty coverages. The property segment comprise primarily of commercial fire, earthquake, difference in conditions, marine and facultative and treaty reinsurance including crop. The surety segment specializes in writing small-to-large commercial and contract surety coverages, as well as those for the energy, petrochemical and refining industries. It underwrites selected property and casualty insurance through subsidiaries collectively known as RLI Insurance Group. It conducts its operations through approximately three insurance companies: RLI Insurance Company, Mt. Hawley Insurance and Company and Contractors Bonding and Insurance Company.