Item 2.02 Results of Operations and Financial Condition.
On
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 Item 5.02 of Certain Officers; Compensatory Arrangements of Certain Officers.
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Short-Term Incentive Plan
The Short-Term Incentive Plan (the "STI Plan") is designed to provide incentives
to designated senior officers of the Company to achieve certain financial and
strategic performance targets and to link executive compensation to shareholder
results by rewarding competitive and superior performance. Pursuant to the STI
Plan, participants have the opportunity to receive a cash incentive award based
upon the level of achievement of performance goals over the period of
The performance metrics for the Company's senior officer participants with
Company-wide responsibility, including
Payouts for achievement of threshold, target and maximum performance levels are set at 50%, 100% and 150% of the target amount, respectively. Performance falling in-between these levels is determined by linear interpolation. Target payouts for each of the named executive officers is set forth below, and is equivalent to their 2022 annual base pay.
Executive Officer Target PayoutFrank D'Orazio $925,000 Sarah Doran $550,000 Richard Schmitzer $650,000 Terry McCafferty $420,000 Daniel Heinlein $365,000
The Compensation Committee will determine and recommend to the
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To receive a payout, the participant must remain employed through the settlement of the award, subject to certain exceptions for (i) separation due to death, disability or a qualifying retirement, (ii) termination without cause, by reason of the Company's non-renewal of the participant's contract, or resignation by the participant for good reason, or (iii) a change in control of the Company, followed by termination without cause of the participant, the Company's non-renewal of the participant's employment contract, or resignation by the participant for good reason under the circumstances, and with modified payouts, described in the STI Plan.
The foregoing description of the STI Plan does not purport to be complete and is qualified in its entirety by reference to the STI Plan, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
Long-Term Incentive Plan
The long-term incentive plan (the "LTI Plan") is designed to align compensation
of designated senior officers of the Company with Company performance and
shareholder interests over the long-term. Awards under the LTI Plan will be made
in the form of performance restricted share units (a "PRSU") and service based
restricted share units ("RSUs"), with awards intended to be made in
Each PRSU will represent a contingent right to receive one Company common share based upon the level of achievement of certain performance metrics during the performance period. The performance metrics for the PRSUs, which will be weighted equally, are (i) the Company's adjusted operating return on average adjusted tangible common equity, and (ii) growth in adjusted tangible common equity per common share, which are non-GAAP financial measures. The manner of calculation of these metrics is set forth on Appendix 1 to the form of the PRSU agreement, filed as Exhibit 10.2 to this Form 8-K.
It is intended that the named executive officers will be granted PRSUs with a target value equal to 50% of such named executive officer's 2022 salary, and a service based RSU with a value also equal to 50% of such named executive officer's 2022 salary.
The number of PRSUs that will be eligible to be earned and become vested for the participants will be based upon the achievement of the performance metrics during the performance period, with payout for achievement of threshold, target and maximum performance levels to be set at 50%, 100% and 200% of the target number of PRSUs, respectively. Performance falling between these levels will be determined by linear interpolation.
To receive a payout, a participant must remain employed through the settlement of the award, subject to certain exceptions for (i) separation due to death or disability or a qualifying retirement, or (ii) a change in control of the Company, followed by termination without cause of the participant, the Company's non-renewal of the participant's employment contract or resignation by the participant for good reason, under the circumstances, and with modified payouts, described in the LTI Plan.
The foregoing description of the LTI Plan does not purport to be complete and is qualified in its entirety by reference to the form of PRSU agreement, which sets forth the terms of the LTI Plan, and is filed as Exhibit 10.2 to this Form 8-K and is incorporated by reference herein.
Item 8.01 Other Events.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following Exhibit is furnished as a part of this Form 8-K:
Exhibit No. Description 10.1James River Group Holdings, Ltd. Short-Term Incentive Plan 10.2 Form of Performance Restricted Share Unit Agreement 99.1 Press Release of the Company datedAugust 1, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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