| | | | | |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 7, 2022, David Junius, Chief Financial Officer of SiriusPoint Ltd. (the “Company”), notified the Company of his intent to resign from the Company, effective October 21, 2022.
On October 12, 2022, the Company announced the appointment of Steve Yendall as Chief Financial Officer of the Company. Mr. Yendall’s start date is expected to be on or about October 31, 2022 (the “Effective Date”).
Mr. Yendall, age 47, previously served as the Managing Director of Guy Carpenter Inc., a company providing global risk and reinsurance solutions and a subsidiary of Marsh & McLennan Companies, Inc. He served in this role from 2021 through 2022. Prior to this role, he served as the Chief Financial Officer and Chief Operating Officer of RSA Canada Group (“RSA”), a Canadian general insurer distributing home, auto, business, marine and travel insurance products, from 2018 through 2021. Prior to joining RSA, Mr. Yendall was a Partner at Ernst & Young LLP (“E&Y”), a public accounting firm, where he focused on insurance clients, from 2016 through 2018. Prior to his role at E&Y, Mr. Yendall served as Vice President of Insurance & Licensing at Insurance Corporation of British Columbia from 2014 through 2016. Mr. Yendall holds a BA from the University of Waterloo.
In connection with Mr. Yendall’s appointment as Chief Financial Officer of the Company, Mr. Yendall and the Company entered into an employment letter setting out the terms and conditions of his employment (the “Employment Letter”). Pursuant to the Employment Letter, Mr. Yendall is entitled to receive (a) an annual base salary of $682,320 CAD, (b) a target annual bonus opportunity of 100% of his base salary, and (c) starting with the 2023 regular award cycle, an annual long-term incentive award having a value equal to 200% of his base salary. For 2023, Mr. Yendall’s annual bonus will be guaranteed at 100% of his target amount. Mr. Yendall will also be paid a lump sum sign-on bonus of $320,000 CAD.
As an inducement for Mr. Yendall to accept his employment with the Company, within sixty days of the Effective Date, Mr. Yendall will be granted (i) an award of restricted share units covering Company common shares with a grant date value of $132,000 USD (the “Make Whole RSUs”) and (ii) an award of restricted share units covering Company common shares with a grant date value of $500,000 USD (the “New Hire RSUs”). The Make Whole RSUs will vest ratably in three equal installments on November 15, 2022, November 15, 2023, and November 15, 2024, subject to Mr. Yendall’s continued services to the Company through each such vesting date. The New Hire RSUs will vest ratably on the first, second and third anniversaries of the Effective Date, subject to Mr. Yendall’s continued services to the Company through each such vesting date. In addition, on the Effective Date, Mr. Yendall will be granted (i) options to purchase 100,000 common shares of the Company with an exercise price of $8.00 USD, which shall vest and become exercisable when the closing price of Company’s common shares reaches $8.00 USD and (ii) options to purchase 100,000 common shares of the Company with an exercise price of $10.00 USD, which shall vest and become exercisable when the closing price of the Company’s common shares reaches $10.00 USD.
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.