UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported by Alleghany Corporation (the “Company”) in its Current Report on Form 8-K, dated March 3, 2021, Weston M. Hicks informed the Company that he had determined to (i) retire from his position as Chief Executive Officer and as a director of the Company, effective on December 31, 2021 (the “Retirement Date”) and (ii) step down as the Company’s President effective at the conclusion of the Company’s annual meeting of stockholders on April 23, 2021.
At a meeting of the Board of Directors (the “Board”) of the Company on November 16, 2021, the Board authorized the Company to enter into a consulting agreement with Mr. Hicks (the “Consulting Agreement”). Pursuant to the Consulting Agreement, the Company agreed to pay Mr. Hicks a consulting fee of $50,000 per month for a period of one year, renewable for additional one-year terms, for consulting services primarily related to investments and potential strategic opportunities matters.
On November 15, 2021, in connection with Mr. Hicks’s retirement, the Company’s Compensation Committee of the Board of Directors (the “Compensation Committee”) determined that:
(i) pursuant to a letter agreement (the “Letter Agreement”), Mr. Hicks’s outstanding performance share awards under the 2017 Long Term Incentive Plan (“2017 LTIP”) would be amended such that the awards would be paid to him on a pro rata basis, based upon his service through the Retirement Date and the Committee’s determination and certification at its February 23, 2022 meeting of the financial performance objectives governing such performance share awards as of December 31, 2021;
(ii) pursuant to the Letter Agreement, Mr. Hicks’s outstanding time-based vesting restricted stock unit award under the 2017 LTIP would be paid to him on a pro rata basis, based upon his service through the Retirement Date; and
(iii) the Company would pay Mr. Hicks’s premiums for primary and excess health insurance plans via the Consolidated Omnibus Budget Reconciliation Act (COBRA) through December 31, 2023.
The foregoing summaries of the Consulting Agreement and Letter Agreement are qualified by reference to the Consulting Agreement and Letter Agreement, respectively, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively.
On November 16, 2021, the Compensation Committee also determined to make a payout to Mr. Hicks of his 2021 annual incentive opportunity under the 2015 Management Incentive Plan (“MIP”) at $3,510,000, representing his maximum opportunity, subject to the Company achieving the 2021 financial performance objective at a level necessary to sufficiently fund the 2021 MIP incentive pool amount. In making this determination, the Compensation Committee considered the Company’s projected 2021 financial performance, an evaluation by the Board of Mr. Hicks’s performance in 2021, including his achievement of his 2021 individual objectives which had been provided to the Board in January 2021.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Consulting Agreement, dated November 16, 2021, between the Company and Weston M. Hicks.* | |
| 10.2 | Letter Agreement, dated November 15, 2021, between the Company and Weston M. Hicks.* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain information contained in this Exhibit has been redacted in accordance with Item 601(a)(6) of Regulation S-K. |
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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.
| ALLEGHANY CORPORATION | ||||||||||
| Date: November 19, 2021 | By: | /s/ Kerry J. Jacobs |
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| Name: | Kerry J. Jacobs | |||||||||
| Title: | Executive Vice President and Chief Financial Officer |
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