Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On March 24,2022, Frederic H. Lindeberg, a member of the Company’s Board of Directors, informed the Board of his intention to retire from the Board of the Directors, effective immediately. Mr. Lindeberg has been a member of the Company’s Board of Directors since 2004.
(d) On March 24, 2022, the Board of Directors (the “Board”) of Safety Insurance Group, Inc. (the “Company”), on the recommendation of the Nominating and Governance Committee of the Board, elected John D. Farina, 58, to the Board as a Class III director of the Company, to serve in such capacity until the Company’s 2023 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation, death or removal.
Mr. Farina recently retired from PricewaterhouseCoopers (“PwC”) as a Northeast Managing Partner and as a member of PwC’s Global Board of Directors, where he was a member of the Risk & Quality and Operations Committees. He has 35 years of experience advising both domestic and multinational Fortune 500 companies on financial accounting, regulatory, and tax matters, with a deep expertise in the insurance industry.
Mr. Farina also led PwC’s US Insurance Tax practice and has deep insurance industry expertise. During his time at PwC, Mr. Farina held a variety of senior leadership roles including Managing Partner of the Northeast Region, where he was responsible for approximately 3,800 partners and staff in five offices. In this role, he oversaw strategic planning, operations, finance, risk management, human capital, and marketing functions. Mr. Farina was elected by his fellow partners for two terms on both PwC’s US and Global Boards, providing 10 years of governance oversight to the firm.
After retiring from PwC in 2021, Mr. Farina was elected to join the National Committee of St. Jude Children's Research Hospital in Memphis, Tennessee, where he serves on the Audit & Compliance Committee. Mr. Farina has also served on several non-profit boards, including the Greater Boston Chamber of Commerce. Mr. Farina received his BBA in Accounting from Evangel University and is a CPA in Massachusetts and Texas. Mr. Farina qualifies as an “Audit Committee Financial Expert” as defined by the U.S. Securities and Exchange Committee rules.
In accordance with the Company’s non-employee director compensation policy, Mr. Farina will receive an annual cash retainer of $95,000 for his service on the Board. The Company will also reimburse Mr. Farina for all reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board and its committees. On March 24, 2022, Mr. Farina was granted 1,000 shares of restricted stock. Board of Director members must maintain stock ownership equal to at least four times their annual retainer. This requirement must be met within five years of becoming a director.
There are no arrangements or understandings between Mr. Farina and any other persons pursuant to which she was selected as a director. There have been no transactions involving Mr. Farina that would require disclosure under Item 404(a) of Regulation S-K.
(d) On March 24, 2022, the Board of Directors (the “Board”) of Safety Insurance Group, Inc. (the “Company”), on the recommendation of the Nominating and Governance Committee of the Board, elected Deborah E. Gray, 58, to the Board as a Class II director of the Company, to serve in such capacity until the Company’s 2022 annual meeting of stockholders and until her successor is duly elected and qualified or until her earlier resignation, death or removal.
Ms. Gray joins the Board with over 30 years of experience as a corporate attorney and General Counsel for both publicly traded and private entities in a diverse range of industries, including high tech, ed tech, Software-as-a-Service (SaaS), professional services and life sciences. Her legal and business expertise with high-growth companies, ranging from start-ups to publicly traded multibillion-dollar corporations, are beneficial to Safety, particularly in relation to risk management, compliance, data privacy and security, and corporate governance matters.
Ms. Gray has served in various General Counsel roles over her 30-year career, including most recently providing her expertise to non-profit and start-up organizations. Currently, she is providing General Counsel services to the Achievement Network, a private, non-profit education organization where she leads all day-to-day legal, data privacy and security, and compliance initiatives. Prior to this role, Ms. Gray served as Vice President, General Counsel and Secretary at Acquia, Inc., a Software-as-a-Service (SaaS) company, from October 2011 to December 2013, where she led the creation and build out of its global legal, data security and corporate compliance functions including M&A, commercial contracts, licensing, real estate, employment, corporate and Board governance. From 2002 to 2011, Ms.
