Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
MBIA Inc. (the "Company") announced today that on June 1, 2023, the Company
(including its subsidiaries) and its General Counsel and Secretary, Jonathan C.
Harris, entered into a Separation Agreement (the "Separation Agreement"),
pursuant to which Mr. Harris will step down from his positions as General
Counsel and Secretary of the Company effective August 31, 2023. Mr. Harris has
agreed to provide transition services for the Company on an as requested basis.
Bill Fallon, MBIA's Chief Executive Officer, stated "We will miss Jonathan and
wish him great success in his future endeavors. His contributions to the Company
as General Counsel and Head of Litigation have been highly significant to MBIA's
current opportunity to deliver value to our shareholders."
Under the Separation Agreement, Mr. Harris will receive, subject to the
execution of an acceptable general release, a one-time severance payment,
consistent with the Company's severance practices for employees, following his
last day of employment. For the 2023 performance year, following his last day of
employment, Mr. Harris will be entitled to receive a cash performance bonus at
his pro-rata target bonus amount for the year, and, in lieu of the long term
incentive ("LTI") restricted stock award for the year, a cash payment at the
pro-rata target LTI amount. In addition, no earlier than six months from his
last day of employment, Mr. Harris will receive a cash payment in lieu of the
pension contribution the Company would have made in respect of his compensation
that will be paid to him in 2023. Finally, in connection with Mr. Harris'
separation, Mr. Harris's unvested time-vesting restricted stock and unvested
earned performance restricted stock will become vested, and his outstanding
performance restricted stock that are subject to uncompleted performance periods
will remain outstanding through the end of the applicable performance periods,
and any earned shares in respect of such performance periods will be settled as
provided in the applicable restricted stock agreement, and will be fully-vested
on settlement. The Separation Agreement contains certain customary covenants
regarding confidentiality and a non-disparagement covenant.
The foregoing description of the Separation Agreement does not purport to be
complete and is qualified in its entirety by the full text of the Separation
Agreement which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Separation Agreement, dated as of June 1, 2023, by and between Jonathan
C. Harris and the Company
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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