Chairman Abram not seeking re-election; CEO severance extended to 36 months post-change-in-control
James River Group Holdings, Inc.
Non-Executive Chairman J. Adam Abram will not stand for re-election at 2023 annual meeting; Ollie L. Sherman, Jr. to succeed as chairman, contingent on his re-election.
CEO Frank D'Orazio's severance increased from 18 to 36 months salary if termination within 12 months after a change in control.
Terry McCafferty's severance increased: 36 months for cause/good reason termination (from 30) and 24 months for non-renewal (from 12) within 12 months post-change-in-control.
Both agreements clarify payout rights under short-term and long-term incentive plans upon termination.
On June 4, 2023, J. Adam Abram, the Non-Executive Chairman of the Board of James River Group Holdings, Ltd. (the “ Company ”), advised the Company that he does not intend to seek re-election as a director at the Company’s 2023 annual general meeting of shareholders
the board of directors of the Company (the “ Board ”) has identified Ollie L. Sherman, Jr., a current director who serves as the lead independent director, as the successor Non-Executive Chairman of the Board, effective upon conclusion of Mr. Abram’s term as director, and contingent upon Mr. Sherman’s re-election as a director at the Annual Meeting.
Key facts
Extracted from this filing and checked against the source text.
Executive changeSEC 8-K Item 5.02confidence 0.95
J. Adam Abram departed as Non-Executive Chairman at James River Group Holdings, Inc..
Action
not seeking re-election
Role
Non-Executive Chairman
Exact text from the filing
On June 4, 2023, J. Adam Abram, the Non-Executive Chairman of the Board of James River Group Holdings, Ltd. (the “ Company ”), advised the Company that he does not intend to seek re-election as a director at the Company’s 2023 annual general meeting of shareholders
Ollie L. Sherman, Jr. changed role as Non-Executive Chairman at James River Group Holdings, Inc..
Action
identified as successor
Role
Non-Executive Chairman
Exact text from the filing
the board of directors of the Company (the “ Board ”) has identified Ollie L. Sherman, Jr., a current director who serves as the lead independent director, as the successor Non-Executive Chairman of the Board, effective upon conclusion of Mr. Abram’s term as director, and contingent upon Mr. Sherman’s re-election as a director at the Annual Meeting.
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