Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 19, 2021, Global Indemnity Group, LLC (the "Company") announced that
Cynthia Y. Valko, chief executive officer and a member of the board of directors
of the Company (the "Board"), informed the Board that she will retire effective
as of January 31, 2021. In connection with her retirement, Ms. Valko has
resigned from her positions as chief executive officer of the Company and a
member of the Board, in each case effective as of January 15, 2021, although
Ms. Valko will continue to serve the Company in an advisory capacity. The size
of the Board has been reduced from seven to six directors, effective upon
Ms. Valko's resignation from the Board. The Board will undertake a search
process to identify the successor to Ms. Valko for the chief executive officer
position of the Company.
In connection with Ms. Valko's retirement, the Company has entered into a
separation agreement (the "Separation Agreement") with Ms. Valko. Among other
provisions, the Separation Agreement provides for (a) a severance payment of
$675,000 to be paid ratably through December 2021, (b) preservation of all
vested stock options held by Ms. Valko as of the date of her retirement to
remain exercisable until the earlier of (i) 24 months from the date of
Ms. Valko's retirement or (ii) the expiration date of the applicable option,
(c) forfeiture or continued vesting, as applicable, of unvested stock options
held by Ms. Valko in accordance with their terms, with any such options that
vest remaining exercisable for a period 24 to 38 months from the date of
Ms. Valko's retirement depending upon the vesting date, (d) the grant of 300,000
fully vested options as provided in Ms. Valko's current employment agreement and
(e) eligibility for an annual bonus for 2020 and true-up of bonus awards, based
on a true-up of underwriting results for the applicable year, in the fourth
calendar year following the applicable bonus award for all bonus years that
remain open as of the date of retirement, including pro rata payment of bonus
awards for January 2021. The receipt of the severance payment and the extension
of the term of the stock options are subject to Ms. Valko's execution of a
general release in favor of the Company. The Separation Agreement also includes
perpetual confidentiality and mutual non-disparagement provisions, and
non-competition and employee and customer non-solicitation provisions effective
until the later of (x) the date of the final severance payment and (y) the date
on which no stock options held by Ms. Valko are outstanding. The foregoing
description of the Separation Agreement is qualified in its entirety by the full
text of the Separation Agreement, which will be filed as an exhibit to the
Company's annual report on Form 10-K for the fiscal year ending December 31,
2020.
Effective as of January 19, 2021, the Company named Jonathan E. Oltman, age 46,
as president of the Company's insurance operations. Mr. Oltman joined the
Company in 2014, serving most recently as executive vice president - commercial
lines since February 2019. Under Mr. Oltman's leadership since 2015, the
Company's commercial lines gross written premiums grew by 55% at an 85% combined
ratio. Mr. Oltman has 25 years of experience in excess and surplus, small
business and specialty property and casualty insurance lines, including prior
tenures with Selective Insurance Group, Inc., Harleysville Insurance and
Nationwide Insurance. Until Ms. Valko's successor as chief executive officer of
the Company is duly appointed, Mr. Oltman will act as the Company's principal
executive officer. Mr. Oltman will report directly to the Board through its
chairman on a day-to-day basis.
In connection with Mr. Oltman's appointment, the Company and Mr. Oltman executed
an agreement (the "Terms of Employment") on January 19, 2021 setting forth the
principal terms of Mr. Oltman's employment with the Company. The Company expects
to enter into definitive documentation with Mr. Oltman incorporating the
provisions set forth in the Terms of Employment.
The Terms of Employment provides for Mr. Oltman's term of office as president of
the Company's insurance operations to run from January 19, 2021 through
December 31, 2023. The Terms of Employment also provides for an annual base
salary of $650,000 ("Base Salary") and an annual bonus opportunity of $487,500
to $812,500 (the "Bonus Opportunity"), payable based on the achievement of
certain underwriting results, as determined by the Board, for each year of
Mr. Oltman's term as president of the Company's insurance operations, with 50%
of the Bonus Opportunity payable in cash in the subsequent calendar year and 50%
payable in Company stock following a true-up of underwriting results for the
applicable year in the fourth calendar year following the applicable bonus
award.
The Terms of Employment provides for a grant of 140,000 stock options to acquire
Company shares. One-third of the options will vest on April 1 of each of 2022,
2023 and 2024, subject to the achievement of certain underwriting results for
the applicable year as determined by the Board and Mr. Oltman being a Company
employee in good standing as of the applicable vesting date. The stock options
will be subject to the terms of the Company's stock option plans and ancillary
agreements.
The Terms of Employment provides that the Company may terminate Mr. Oltman's
employment at any time for any reason. In the event of Mr. Oltman's termination
by the Company without "cause" (as defined in the Terms of Employment),
Mr. Oltman will receive as severance an aggregate amount equal to the lesser of
(i) one month of Base Salary for each 12 months of employment and (ii) the Base
Salary otherwise payable between the termination date and December 31, 2023
(such Base Salary payments, the "Severance Amount"). Payment of the Severance
Amount is contingent upon compliance with the terms in the Terms of Employment,
including Mr. Oltman's execution of and not revoking a general release of claims
in favor of the Company.
The Terms of Employment includes perpetual confidentiality and mutual
non-disparagement provisions, and two-year post-termination non-competition and
employee and customer non-solicitation provisions.
The foregoing description of the Terms of Employment is qualified in its
entirety by the full text of the Terms of Employment, which will be filed as an
exhibit to the Company's annual report on Form 10-K for the fiscal year ending
December 31, 2020.
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A copy of the press release announcing Ms. Valko's retirement is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Other Events
(d) Exhibits
Exhibit
No. Description
99.1 Press release for Global Indemnity Group, LLC dated January 19, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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