Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Scott Egan as Chief Executive Officer of SiriusPoint Ltd.
On September 7, 2022, SiriusPoint Ltd. (the “Company”) announced the appointment
of Scott Egan as Chief Executive Officer of the Company and as a member of the
Company’s Board of Directors. Mr. Egan’s start date is expected to be on or
about September 21, 2022 (the “Effective Date”). Mr. Egan will succeed Daniel V.
Malloy, who has served as the Company’s Interim Chief Executive Officer since
Mr. Egan, age 51, previously served as the Chief Executive Officer, UK &
International Division of RSA Insurance Group Limited, a British multinational
general insurance company (“RSA”). He served in this role from January 2019
through December 2021. Prior to this role, he served as the Chief Financial
Officer of RSA from September 2015 through December 2018. Prior to joining RSA,
Mr. Egan served as the Interim Chief Executive Officer / Chief Financial Officer
of Towergate Insurance Limited, a European insurance intermediary, from
April 2012 through September 2015. Mr. Egan holds an MBA from the Cranfield
School of Management and is a member of the Chartered Institute of Management
In connection with Mr. Egan’s appointment as Chief Executive Officer of the
Company, Mr. Egan and SiriusPoint International Insurance Corporation (the
Company’s UK subsidiary) entered into an employment letter setting out the terms
and conditions of his employment (the “Employment Letter”). Pursuant to the
Employment Letter, Mr. Egan is entitled to receive (a) an annual base salary of
£945,000, (b) a target annual bonus opportunity of 140% of his base salary, and
(c) starting with the 2023 regular award cycle, an annual long-term incentive
award having a value equal to 350% of his base salary. For 2022 and 2023,
Mr. Egan’s annual bonus will be guaranteed at 100% of his target amount, and for
2022 this amount will be prorated based on Mr. Egan’s 2022 service.
As an inducement for Mr. Egan to accept his employment with the Company,
Mr. Egan will be granted an award of 400,000 restricted share units covering
Company common shares on the Effective Date (the “New Hire RSUs”). The New Hire
RSUs will cliff vest on the first anniversary of the Effective Date, subject to
Mr. Egan’s continued services to the Company through the vesting date. In
addition, on the Effective Date, Mr. Egan will be granted a fully vested option
to purchase 300,000 common shares of the Company with an exercise price of $6.00
per share. Mr. Egan will also be eligible to receive, following the Effective
Date, two additional tranches of fully vested options to purchase 300,000 shares
(i.e., 600,000 potential additional options in total) with exercise prices of
$8.00 per share and $10.00 per share, respectively (collectively, the “New Hire
Options”). The second and third tranche of the New Hire Options will be granted
when the Company’s closing stock price reaches $6.00 and $8.00, respectively.
All three tranches of New Hire Options will have seven year terms from the date
of grant and will be exercisable only if and when the Company’s stock price
exceeds the stated exercise prices. If Mr. Egan’s employment terminates prior to
the grant of the second and/or third tranche of New Hire Options and the
termination is by the Company without cause (including death or disability) or
by Mr. Egan with good reason, these tranches would be granted to him regardless
of his termination if the relevant share price is achieved within the year
following Mr. Egan’s termination date, and the term of the option would be one
year from the date of grant.
If, following the Effective Date, Mr. Egan’s employment is terminated by the
Company without cause (including death or disability) or if Mr. Egan resigns for
good reason, Mr. Egan will be entitled to receive: (i) all accrued and unpaid
base salary and benefits (including unreimbursed business expenses); (ii) an
annual bonus payment based on actual performance, prorated for the period of his
service prior to his termination; (iii) cash severance equal to 18 months of his
base salary at the rate in effect on his termination, paid over 18 months; and
(iv) 18 months of continued participation in medical and life insurance benefits
at active employee rates. To the extent unpaid, Mr. Egan would also be paid the
guaranteed annual bonuses described above. In addition, the New Hire RSUs would
fully vest to the extent unvested, and any New Hire Options previously granted
would remain exercisable for the balance of the seven-year term. The payment of
the above is contingent on Mr. Egan executing a statutory settlement agreement.
Mr. Egan will also be subject to customary restrictive covenants during and for
specified periods following any termination of employment.
The foregoing description of the terms of the Employment Letter does not purport
to be complete and is subject to, and qualified in its entirety by, the full
text of the Employment Letter, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K, and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On September 7, 2022, the Company issued a press release announcing the
leadership transition. A copy of the press release is attached to this Current
Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “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, and
shall not be deemed to be incorporated by reference into any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Employment Letter dated September 6, 2022. 99.1 Press Release, dated as of September 7, 2022, issued by SiriusPoint Ltd. 101 Pursuant to Rule 406 of Regulation S-T, the cover page information in formatted in Inline XBRL 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)
© Edgar Online, source Glimpses