| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Scott Egan as Chief Executive
Officer of SiriusPoint Ltd.
On September 7, 2022, SiriusPoint Ltd. (the
“Company”) announced the appointment of Scott Egan as Chief Executive Officer of the Company and as a member of the
Company’s Board of Directors. Mr. Egan’s start date is expected to be on or about September 21, 2022 (the “Effective
Date”). Mr. Egan will succeed Daniel V. Malloy, who has served as the Company’s Interim Chief Executive Officer since
May 2022.
Mr. Egan, age 51, previously served as the
Chief Executive Officer, UK & International Division of RSA Insurance Group Limited, a British multinational general insurance
company (“RSA”). He served in this role from January 2019 through December 2021. Prior to this role, he served
as the Chief Financial Officer of RSA from September 2015 through December 2018. Prior to joining RSA, Mr. Egan served
as the Interim Chief Executive Officer / Chief Financial Officer of Towergate Insurance Limited, a European insurance intermediary, from
April 2012 through September 2015. Mr. Egan holds an MBA from the Cranfield School of Management and is a member of the
Chartered Institute of Management Accountants.
In connection with Mr. Egan’s appointment
as Chief Executive Officer of the Company, Mr. Egan and SiriusPoint International Insurance Corporation (the Company’s UK subsidiary)
entered into an employment letter setting out the terms and conditions of his employment (the “Employment Letter”).
Pursuant to the Employment Letter, Mr. Egan is entitled to receive (a) an annual base salary of £945,000, (b) a
target annual bonus opportunity of 140% of his base salary, and (c) starting with the 2023 regular award cycle, an annual
long-term incentive award having a value equal to 350% of his base salary. For 2022 and 2023, Mr. Egan’s annual bonus will
be guaranteed at 100% of his target amount, and for 2022 this amount will be prorated based on Mr. Egan’s 2022 service.
As an inducement for Mr. Egan to accept his
employment with the Company, Mr. Egan will be granted an award of 400,000 restricted share units covering Company common shares on
the Effective Date (the “New Hire RSUs”). The New Hire RSUs will cliff vest on the first anniversary of the Effective
Date, subject to Mr. Egan’s continued services to the Company through the vesting date. In addition, on the Effective Date,
Mr. Egan will be granted a fully vested option to purchase 300,000 common shares of the Company with an exercise price of $6.00 per
share. Mr. Egan will also be eligible to receive, following the Effective Date, two additional tranches of fully vested options to
purchase 300,000 shares (i.e., 600,000 potential additional options in total) with exercise prices of $8.00 per share and $10.00 per share,
respectively (collectively, the “New Hire Options”). The second and third tranche of the New Hire Options will be granted
when the Company’s closing stock price reaches $6.00 and $8.00, respectively. All three tranches of New Hire Options will have seven
year terms from the date of grant and will be exercisable only if and when the Company’s stock price exceeds the stated exercise
prices. If Mr. Egan’s employment terminates prior to the grant of the second and/or third tranche of New Hire Options and
the termination is by the Company without cause (including death or disability) or by Mr. Egan with good reason, these tranches would
be granted to him regardless of his termination if the relevant share price is achieved within the year following Mr. Egan’s
termination date, and the term of the option would be one year from the date of grant.
If, following the Effective Date, Mr. Egan’s
employment is terminated by the Company without cause (including death or disability) or if Mr. Egan resigns for good reason, Mr. Egan
will be entitled to receive: (i) all accrued and unpaid base salary and benefits (including unreimbursed business expenses);
(ii) an annual bonus payment based on actual performance, prorated for the period of his service prior to his termination;
(iii) cash severance equal to 18 months of his base salary at the rate in effect on his termination, paid over 18 months;
and (iv) 18 months of continued participation in medical and life insurance benefits at active employee rates. To the extent
unpaid, Mr. Egan would also be paid the guaranteed annual bonuses described above. In addition, the New Hire RSUs would fully vest
to the extent unvested, and any New Hire Options previously granted would remain exercisable for the balance of the seven-year term. The
payment of the above is contingent on Mr. Egan executing a statutory settlement agreement. Mr. Egan will also be subject to
customary restrictive covenants during and for specified periods following any termination of employment.
The foregoing description of the terms of the
Employment Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment
Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.