8-K/ALeadership ChangesExhibits & Filings

ARCH CAPITAL GROUP LTD. 8-K/A Report, Executive Changes (Jul 26, 2018)

Filed July 26, 2018For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) announced a significant leadership change through an 8-K filing on July 26, 2018. The company appointed Mr. Morin as its new Executive Vice President, Chief Financial Officer, and Treasurer, effective July 24, 2018. This promotion is accompanied by a comprehensive employment agreement outlining his compensation and responsibilities. Investors should note the details of Mr. Morin's compensation package, which includes a base salary of $600,000, eligible for annual increases at the Board's discretion. He is also eligible for an annual bonus with a target of 125% of his base salary and participation in share-based award plans. The filing also details a significant grant of performance shares, restricted shares, and stock options, with specific vesting schedules tied to performance and tenure. These arrangements underscore the company's commitment to aligning executive incentives with long-term shareholder value.

Key Highlights

  • 1Appointment of Mr. Morin as EVP, CFO, and Treasurer effective July 24, 2018.
  • 2Annual base salary for Mr. Morin set at $600,000, subject to annual Board review for increases.
  • 3Eligibility for an annual cash bonus with a target of 125% of base salary.
  • 4Award of 16,993 performance shares, 6,179 restricted shares, and options for 27,534 shares.
  • 5Performance shares vest based on ACGL's performance over a three-year period.
  • 6Restricted shares and stock options vest in three equal annual installments starting one year from the grant date.
  • 7Employment agreement includes garden leave, severance provisions, and non-compete/non-solicitation clauses.

Frequently Asked Questions

Mr. Morin's compensation includes a base salary of $600,000, eligibility for an annual bonus targeted at 125% of his base salary, and participation in share-based award plans. He also received a significant grant of performance shares, restricted shares, and stock options.

The 16,993 performance shares are subject to vesting based on ACGL's performance against specific goals over a three-year period. The 6,179 restricted shares and 27,534 stock options will vest in three equal annual installments, beginning on the first anniversary of the grant date.

Yes, Mr. Morin's employment agreement includes provisions for garden leave and severance upon termination of employment. He has also agreed to non-competition, non-solicitation, and confidentiality agreements as stipulated in the agreement.

The performance shares are designed to align Mr. Morin's incentives with the long-term performance of Arch Capital Group. Their vesting is contingent upon the company achieving specific performance goals over a three-year period, suggesting a focus on sustained growth and profitability.