Global Indemnity Group, LLC 8-K, filed Oct 26, 2022
Global Indemnity Group, LLC (GBLI)
About this 8-K
Global Indemnity Group, LLC filed this 8-K on October 26, 2022, reporting on events of October 20, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 20, 2022, David S. Charlton ceased to be a director ofGlobal Indemnity Group, LLC (“GBLI”).
On October 21, 2022, David S. Charlton, Chief Executive Officer, and Reiner R. Mauer, Chief Operations Officer, ceased being employed by GBLI (including officerships and directorships of its subsidiaries).
On October 21, 2022, GBLI announced that Joseph W. Brown, age 73, was named Chief Executive Officer. He has served as a GBLI director since December 2015 and will remain on GBLI’s board of directors. Mr. Brown has close to 50 years of insurance industry experience, including prior tenures as a director, chairman, and chief executive officer of MBIA, Inc. (NYSE: MBI), chairman of the board of Safeco, Inc., chairman of the board of Talegen Holdings, Inc., chairman of Noblr, Inc., and president and chief executive officer of Fireman’s Fund Insurance Company.
In connection with Mr. Brown’s appointment, GBLI and Mr. Brown principally agreed to the terms of a Chief Executive Officer Agreement (“CEO Agreement”) on October 21, 2022 setting forth the principal terms of Mr. Brown’s employment with GBLI. GBLI expects to enter into definitive documentation with Mr. Brown incorporating the agreed to terms of the CEO Agreement.
The CEO Agreement provides for Mr. Brown’s term of office to run from October 21, 2022 through December 31, 2023. The CEO Agreement also provides for an annual base salary of $1,000,000 (“Base Salary”) and a bonus opportunity of $2,000,000, payable in cash by March 15, 2024, subject to Mr. Brown remaining employed with GBLI through December 31, 2023.
The CEO Agreement provides for a grant of 200,000 stock options to acquire GBLI A Common shares with an exercise price equal to the closing price of the Company’s A common shares on the date of grant. The options vest in four equal tranches as follows: 25% each on November 1, 2022, February 1, 2023, May 1, 2023 and August 1, 2023 (subject to Mr. Brown remaining employed with the Company through each vesting date), may be transferred to Executive’s spouse, children and/or grandchildren only (or to an estate planning entity for the benefit of such individuals only) and to no other person or entity, and to the extent vested, are exercisable within 7 years of the grant. The stock options will be subject to the terms of the Company’s stock option plans and ancillary agreements.
The CEO Agreement provides that GBLI may terminate Mr. Brown’s employment at any time for any reason. In the event of Mr. Brown’s termination by GBLI without “cause” (as defined in the CEO Agreement), Mr. Brown will receive as severance an aggregate amount equal to (i) the balance of his annual base salary prorated based on how many months he served as the Chief Executive, and (ii) the full bonus amount. In addition, if Mr. Brown is terminated without Cause prior to August 1, 2023, the stock option will accelerate and fully vest. Payment of any severance is contingent upon compliance with the terms in the CEO Agreement, including Mr. Brown’s execution of and not revoking a general release of claims in favor of GBLI.
The CEO Agreement 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 CEO Agreement is qualified in its entirety by the full text of the CEO Agreement, which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ending September 30, 2022.
Effective October 21, 2022, Jason B. Hurwitz, age 50, joined the GBLI Board. Mr. Hurwitz will serve as a member of the Audit Committee. Mr. Hurwitz is not party to any transaction with GBLI that would require disclosure under Item 404(a) of Regulation S-K. As a director, Mr. Hurwitz will be subject to the non-executive director compensation plan as described in GBLI’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2022. Mr. Hurwitz will not be party to any other material plan, contract or arrangement or any grant or award under any such plan, contract or arrangement that was entered into in connection with his appointment.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release for Global Indemnity Group, LLC dated October 21, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Global Indemnity Group, LLC | ||||||
| October 26, 2022 | By: | /s/ Stephen W. Ries | ||||
| Name: | Stephen W. Ries | |||||
| Title: | Secretary | |||||
Exhibit 99.1
PRESS RELEASE
| For release: | October 21, 2022 | |
| Contact: | Media | |
| Stephen W. Ries | ||
| Head of Investor Relations | ||
| (610) 668-3270 | ||
| sries@gbli.com | ||
Global Indemnity Group, LLC Announces Chief Executive Officer and Chief Operations Officer Departures, Names Chief Executive Officer, Appoints a New Director, and Announces Share Buyback Authorization
Wilmington, Delaware (October 21, 2022) – Global Indemnity Group, LLC (NYSE:GBLI) (“GBLI”), today announced that David S. Charlton, Chief Executive Officer, and Reiner R. Mauer, Chief Operations Officer, are no longer officers or directors of GBLI (including its subsidiaries).
GBLI’s board of directors appointed Joseph W. Brown, 73, as its Chief Executive Officer. Mr. Brown has served as a GBLI director since December 2015 and will remain on GBLI’s board of directors. Mr. Brown has close to 50 years of insurance industry experience, including prior tenures as a director, chairman, and chief executive officer of MBIA, Inc. (NYSE: MBI), chairman of the board of Safeco, chairman of the board of Talegen Holdings, Inc., chairman of Noblr, and president and chief executive officer of Fireman’s Fund Insurance Company.
GBLI also announced that Jason B. Hurwitz, 50, rejoined GBLI’s board of directors. Mr. Hurwitz had previously served on GBLI’s board from September 2017 to January 2022. Mr. Hurwitz is a partner with Osier Capital LLC, an investment firm focused on insurance and other long-term investments. As a principal and advisor during his career, Mr. Hurwitz completed 28 corporate acquisitions or divestitures totaling over $5 billion and served on the boards of directors of eight of these companies. Mr. Hurwitz will join GBLI’s Audit Committee.
Saul Fox, GBLI’s chairman, and whose investment firm, Fox Paine & Company (including its affiliates), owns approximately 40% of GBLI’s shares stated: “I wish to thank David Charlton and Reiner Mauer for their significant contributions to GBLI during their 18-month and 16-month respective tenures with GBLI. However, GBLI’s board of directors believes that the company would be best served at this time by Jay Brown as its Chief Executive Officer, given Jay’s vast experience as a chief executive and as a board chairman of several prominent and highly esteemed property & casualty insurance companies, where Jay orchestrated enterprise transformative results. Jay’s decades of insurance company senior leadership expertise will be of tremendous value to GBLI as it transitions to an information technology and data driven casualty lines focused provider.” Jay Brown added: “It has been a terrific experience as a director working with the GBLI board and management team over the past 5 years developing the long-term strategy for our company. I look forward to shifting to the senior executive role at the company leading the effort to make that vision a reality.”
GBLI also announced that it will commence a stock repurchase program beginning in the fourth quarter of 2022. Repurchases of up to $32 million of GBLI’s currently outstanding A Common Shares have been authorized by GBLI’s Board of Directors. The authorization to repurchase will expire on December 31, 2027. The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.
Under the repurchase program, repurchases may be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, all in compliance with GBLI’s Insider Trading Policy, the United States Securities and Exchange Commission, and other applicable legal requirements.
The repurchase program does not obligate GBLI to acquire any particular amount of A Common Shares, and the repurchase program may be suspended or discontinued at any time at GBLI’s discretion.
About Global Indemnity Group, LLC and its subsidiaries
Global Indemnity Group, LLC (NYSE:GBLI), through its several direct and indirect wholly owned subsidiary insurance companies, provides both admitted and non-admitted specialty property and casualty insurance coverages and individual policyholder coverages in the United States, as well as reinsurance worldwide. Global Indemnity Group, LLC’s four primary business units are:
| • | Small to Middle Market Commercial Business |
| • | Commercial Specialty Business |
| • | Programs |
| • | Reinsurance |
For more information, visit the Company’s website at www.gbli.com.
Forward-Looking Information
The forward-looking statements contained in this press release do not address a number of risks and uncertainties. Investors are cautioned that Global Indemnity’s actual results may be materially different from the estimates expressed in, or implied, or projected by, the forward-looking statements. These statements are based on estimates and information available to us at the time of this press release. All forward-looking statements in this press release are based on information available to Global Indemnity as of the date hereof. Please see Global Indemnity’s filings with the Securities and Exchange Commission for a discussion of risks and uncertainties which could impact the company and for a more detailed explication regarding forward-looking statements. Global Indemnity does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
[1] Disseminated pursuant to the “safe harbor” provisions of Section 21E of the Security Exchange Act of 1934.