Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
UFG Insurance Appoints Julie Stephenson as New Chief Operating Officer
On January 5, 2023, the Company announced the appointment of Julie Stephenson,
age 55, as Executive Vice President and Chief Operating Officer. Ms. Stephenson
has over 25 years of experience in the insurance industry, most recently serving
as global head of casualty reinsurance at Swiss Re. Prior to joining Swiss Re in
2021, she held the positions of chief operating officer-middle market
(2019-2021) and commercial chief underwriting officer (2015-2019) at CNA
Insurance and global liability manager for Chubb Insurance. She earned a
bachelor's degree in mechanical engineering from Texas A&M University. She will
begin her duties as Executive Vice President and Chief Operating Officer on
Monday, January 30, 2023 (the "Effective Date").
In accordance with the terms of Ms. Stephenson's Executive Employment Offer
Letter (the "Offer Letter"), Ms. Stephenson's initial base salary will be
$575,000 per year, subject to regular annual review, payable in accordance with
the standard payroll practices of the Company, and subject to all withholdings
and deductions, as required by law.
Pursuant to the Offer Letter and payable in March 2023, Ms. Stephenson will
receive a guaranteed cash bonus in the amount of $537,000, regardless of
attainment of performance measures applicable to other senior executives, to
compensate her for compensation she forfeited upon separating from her prior
employer. For 2023, the Offer Letter provides that Ms. Stephenson will be
eligible for a cash bonus at target of 110% of base salary, pro-rated for her
partial year of employment, with an opportunity to achieve up to 200% of the
target cash bonus opportunity upon attainment of the maximum level in all
performance metric categories established by the Company's Board of Directors,
and set forth in the Company's anticipated 2023 annual incentive plan for its
most senior management team members. The Offer Letter also provides that Ms.
Stephenson is eligible for a retention bonus in the gross amount of $60,400 if
she remains Chief Operating Officer of the Company through March 31, 2025, and
an additional retention bonus in the gross amount of $240,000 if she remains
Chief Operating Officer of the Company through March 31, 2026.
Ms. Stephenson is eligible to receive an annual equity award determined by the
Board. In 2023, the Chief Executive Officer will recommend to the Company's
Board of Directors that Ms. Stephenson's total award opportunity shall be 110%
of her base salary (up to $632,500), comprising of: (i) $158,125 stock options
(25%); (ii) $158,125 RSUs (25%); and (iii) $316,250 PSUs valued at target with a
maximum payout opportunity of $474,375 (150% of target), prorated based on her
start date with the Company. Additionally, the Company will grant Ms.
Stephenson, in replacement of lost equity compensation from her prior employer,
an award of restricted stock units ("RSUs") under the United Fire Group, Inc.
2021 Stock and Incentive Plan as follows: 6,730 RSUs to vest on March 1, 2023;
3,831 RSUs to vest on March 1, 2024; the number of RSUs equivalent to CHF
125,000 (based on the actual conversion of Swiss francs to U.S. dollars as of
November 25, 2022) to vest on March 31, 2024; and the number of RSUs equivalent
to CHF 500,000 (based on the actual conversion of Swiss francs to U.S. dollars
as of November 25, 2022) to vest on March 31, 2025.
Ms. Stephenson has also entered into the Company's standard form of Change in
Control Severance Agreement for its named executive officers. The agreement,
among other things, provides for: 1) an 18-month non-competition agreement and
2) in the event of both a change in control and termination of employment by the
Company without cause: a) a severance benefit
payable to the named executive officer in an amount equal to 1.5 times her
highest annual base salary plus target annual incentive compensation, b) the
continuation of certain insurance benefits for a period of 18 months, c) the
full vesting of each long-term incentive award held by the named executive
officer, with any performance measures deemed satisfied at the target level, and
d) certain outplacement benefits.
The above description of the Offer Letter does not purport to be complete and is
qualified in its entirety by reference to the full text of the Offer Letter
filed herewith as Exhibit 10.1.
Item 7.01 Regulation FD Disclosure.
On January 5, 2023, the Company issued a press release announcing the
appointment of Julie Stephenson as Executive Vice President and Chief Operating
Officer effective January 30, 2023. A copy of the press release is being
furnished with this Current Report on Form 8-K as Exhibit 99.1.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 Executive employment offer letter to Julie Stephenson , Chief
Operating Officer
Exhibit 99.1 Press release of United Fire Group, Inc. dated January 5, 2023
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document.)
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