UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 13, 2024, Global Indemnity Group, LLC (“GBLI”) announced that Thomas M. McGeehan, Chief Financial Officer, will retire effective March 31, 2024. Effective March 31, 2024, Brian Riley, Senior Vice President of Finance, will become GBLI’s Chief Financial Officer.
Mr. Riley has served GBLI and its predecessors in the Finance Department since 1995 with increasing roles of responsibility, including controller, treasurer and the Chief Financial Officer of Penn-America Group, Incorporated. From 1991 to 1995, Mr. Riley was a senior accountant with KPMG International Limited. Mr. Riley received a Bachelor of Science – Accounting from the Pennsylvania State University.
Upon his retirement on March 31, 2024, Mr. McGeehan will join GBLI’s Board of Directors pursuant to the Class B Majority Shareholder’s rights under GBLI’s Second Amended and Restated Limited Liability Company Agreement. Mr. McGeehan joined GBLI in 2001 and became the Chief Financial Officer in 2008. Prior to GBLI, Mr. McGeehan worked at Colonial Penn Insurance Company, a subsidiary of General Electric Financial Assurance, ultimately serving as assistant vice president finance/marketing & accounting. Mr. McGeehan received a Bachelor’s of Business Administration from Temple University; a Master of Business Administration from La Salle University; and a Master of Taxation from Villanova University. Mr. McGeehan will serve as a member of the Investment Committee.
Mr. McGeehan will be a party to an agreement with the Class B Majority Shareholder pursuant to which he becomes a director. The agreement provides that the Class B Majority Shareholder may remove him at any time and Mr. McGeehan agrees to immediately resign from the Board upon the request of the Class B Majority Shareholder. Mr. McGeehan agrees to act in accordance with the GBLI’s Insider Trading Policy, that a duty of confidentiality is owed to GBLI and to the Class B Majority Shareholder, and to keep the Class B Majority Shareholder updated on developments at GBLI.
Mr. McGeehan is not party to any transaction with GBLI that would require disclosure under Item 404(a) of Regulation S-K. As a director, Mr. McGeehan will be subject to the non-executive director compensation plan as described in GBLI’s Definitive Proxy Statement on Schedule 14A filed on April 28, 2023. Mr. McGeehan will not be party to any other material plan, contract or arrangement or any grant or award under any such plan, contract or arrangement that was entered into in connection with his appointment.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Global Indemnity Group, LLC | ||||||
| March 13, 2024 | By: /s/ Stephen W. Ries | |||||
| Name: Stephen W. Ries | ||||||
| Title: Secretary | ||||||
Document and Entity Information |
Mar. 08, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001494904 |
| Document Type | 8-K |
| Document Period End Date | Mar. 08, 2024 |
| Entity Registrant Name | GLOBAL INDEMNITY GROUP, LLC |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-34809 |
| Entity Tax Identification Number | 85-2619578 |
| Entity Address, Address Line One | 112 S. French St. |
| Entity Address, Address Line Two | Suite 105 |
| Entity Address, City or Town | Wilmington |
| Entity Address, Country | DE |
| Entity Address, State or Province | DE |
| Entity Address, Postal Zip Code | 19801 |
| City Area Code | (302) |
| Local Phone Number | 691-6276 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Shares, no par value |
| Trading Symbol | GBLI |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |