UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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. | ||||
As previously announced, Terence M. McCafferty, President and Chief Executive Officer of the Specialty Admitted Insurance segment of James River Group Holdings, Ltd. (the “Company”), left the Company effective December 2, 2023 (the “Separation Date”).
On December 26, 2023, the Company’s subsidiary, James River Group, Inc., and the Company’s subsidiaries engaged in the specialty admitted insurance business (collectively, the “James River Parties”) entered into a Separation and Release Agreement with Mr. McCafferty (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. McCafferty is entitled to receive the benefits under the Company’s short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) consistent with a qualified retirement from the Company. Such benefits consist of (i) a pro-rated cash incentive award under the STIP based upon the level of achievement of the performance goals for the 2023 fiscal year, and (ii) pro-rata settlement of the performance-based LTIP Award granted in 2023 in an amount of shares determined based upon actual performance during the three year performance period ended December 31, 2025. Pro-rated amounts will be determined based upon the period that Mr. McCafferty was employed by the Company during the applicable performance period, and payments of the applicable award will be made at the same time that payment is made in the ordinary course following completion of the applicable performance periods. Additionally, Mr. McCafferty will be entitled under the LTIP to receive settlement of the number of service-based RSUs awarded in 2023 that vest on the next annual vesting date if he had not separated from the Company, and any other remaining service-based RSUs will be forfeited. The service-based RSUs will be settled within 30 days of the Separation Date. Mr. McCafferty is also entitled under the Separation Agreement to receive a payment of $110,000 as an expense reimbursement.
The Separation Agreement also contains mutual general releases between Mr. McCafferty and the James River Parties and their affiliates. In accordance with applicable law, Mr. McCafferty may revoke the Separation Agreement for a period of seven-days after the date of execution of his agreement. The Separation Agreement will not become effective or enforceable until the seven-day revocation period has ended.
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.
| JAMES RIVER GROUP HOLDINGS, LTD. | |||||
| Dated: December 29, 2023 | By: /s/ Sarah C. Doran | ||||
| Sarah C. Doran | |||||
| Chief Financial Officer | |||||