| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
CEO Succession; Executive Chairman
On March 9, 2022, Trean Insurance Group, Inc. (the “Company”) issued a press release announcing that Andrew M. O’Brien, the Company’s founder and current Chief Executive Officer, will step down as Chief Executive Officer effective July 1, 2022, and will be succeeded as Chief Executive Officer and the Company’s principal executive officer by Julie A. Baron, current President and Chief Operating Officer. Mr. O’Brien will remain on the Company’s Board of Directors (the “Board”) and will serve as its Executive Chairman. The Board has appointed Ms Baron to the Board effective simultaneously with her appointment as Chief Executive Officer as of July 1, 2022.
Ms. Baron, age 55, has 30 years of finance and executive management experience and has been with the Company since 2007. Prior to assuming her current role as President and Chief Operating Officer in July 2021, Ms. Baron held the role of Chief Financial Officer beginning in April 2015 and Treasurer and Secretary beginning in February 2020. Prior to becoming Chief Financial Officer of the Company, Ms. Baron served as the Controller for Benchmark Insurance Company, the Company’s largest wholly-owned subsidiary beginning in 2007. Ms. Baron holds a B.S. in Accounting from Arizona State University and is a Certified Public Accountant (inactive).
Effective July 1, 2022, in connection with Ms. Baron’s appointment as Chief Executive Officer, her base salary will be increased to $425,000 per year, and her annual target bonus opportunity will remain at 50% of her base salary. Ms. Baron is expected to continue to receive annual equity incentive awards pursuant to the Company’s annual long-term incentive program but did not otherwise receive an equity award in connection with her appointment.
Addition of Independent Director
On March 9, 2022, the Board appointed Philip I. Smith as a new independent director to the Board, effective immediately. Mr. Smith brings to the Board over 25 years of experience in finance and executive management. Mr. Smith is currently a managing director of Duff & Phelps, an investment banking firm that provides valuation, corporate finance and other services, where he provides mergers and acquisitions advisory services. His appointment increases the size of the Board to seven members (not including Ms. Baron), five of whom the Board has determined to be independent under applicable SEC and Nasdaq guidelines. When Ms. Baron joins the Board effective July 1, the Board’s size will increase further to eight members.
Neither the selection of Ms. Baron to serve as the Chief Executive Officer, the principal executive officer and a director of the Company nor the selection of Mr. Smith to serve as a director was pursuant to any arrangements or understandings with respect to any other person. In addition, there are no family relationships between Ms. Baron or Mr. Smith and any director or executive officer of the Company. Neither Ms. Baron nor Mr. Smith have not been a party to any transaction with the Company or its subsidiaries of the type required to be disclosed pursuant to Item 404(a) of Regulation S-K, and no such transaction is currently contemplated.
| Item 7.01 | Regulation FD Disclosure. |
On March 9, 2022, the Company issued a press release regarding the transition of Mr. O’Brien from Chief Executive Officer to Executive Chairman and the appointments of Ms. Baron as Chief Executive Officer and a director. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On March 10, 2022, the Company issued a press release regarding Mr. Smith’s appointment. A copy of this press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information, including the press releases, furnished under this Item 7.01 shall not be deemed “filed” for the 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 incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
