| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
On August 19, 2022, the Board of Directors (the “Board”) of
AMERISAFE, Inc. (the “Company”) appointed Anastasios (Andy)
Omiridis, age 54, as the Company’s Executive Vice President and
Chief Financial Officer, effective September 1, 2022. As
previously reported, he will replace Neal Fuller who announced his
intention to retire in December 2021.
Since 2019, Mr. Omiridis has served as Senior Vice President,
Deputy Chief Financial and Principal Accounting Officer of Kemper
Corporation. From 2017 through 2019, Mr. Omiridis served as
Senior Vice President and Chief Financial Officer of Chubb
Life & CFO for Huatai Life JV. From 2012 through 2019,
Mr. Omiridis was Senior Vice President and Chief Accounting
Officer for ARGO Limited.
In connection with his appointment as an executive officer of the
Company, the Company has entered into an employment agreement with
Mr. Omiridis. The employment agreement is substantially
similar to the employment agreements between the Company and each
of the Company’s other executive officers.
The employment agreement has an initial term of three years. The
term is automatically extended for an additional one-year period unless either party
provides notice not to extend the term at least 30 days prior to
the expiration date. The agreement provides for an annual base
salary of not less than $450,000. Mr. Omiridis is also
eligible to participate in the Company’s incentive plans and
receive employee benefits provided to other executive officers of
the Company.
Under this agreement, if the Company terminates Mr. Omiridis’s
employment without cause, he will be entitled to receive cash
severance compensation paid in installments, and continued health
benefits, for a period of 12 months. The cash severance payment is
an amount equal to his then current annual base salary plus the
average annual incentive award received in the prior three years.
The severance benefits exclude any long-term incentive based
compensation. The employment agreement also provides that
Mr. Omiridis will not engage in activities that are
competitive with our business for 12 months.
In connection with his employment, the Company will make an award
of restricted stock units with a value of $1,100,000 to
Mr. Omiridis. The grant date of the award will be
Mr. Omiridis’s first day of employment with the Company.
Mr. Omiridis is expected to start on September 1, 2022.
The award will be made under the Company’s 2022 Equity and
Incentive Compensation Plan.
The foregoing descriptions of the employment agreement between the
Company and Mr. Omiridis and his RSU award agreement are not
complete and each is qualified in its entirety by reference to the
full text of these agreements, copies of which are filed as Exhibit
10.1 and Exhibit 10.2 hereto and incorporated by reference
herein.
Mr. Fuller will no longer serve as the Company’s Chief
Financial Officer effective upon Mr. Omiridis’s first day of
employment with the Company.
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