NI Holdings Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
Appointment of Chief Executive Officer
On November 20, 2024, NI Holdings, Inc. (the “Company”) determined to appoint its current Executive Vice President, Treasurer and Chief Financial Officer, Seth C. Daggett, as the Company’s President and Chief Executive Officer and a member of the Board of Directors, effective December 1, 2024.
Effective December 1, 2024, Mr. Daggett will transition from his role as Chief Financial Officer to President and Chief Executive Officer. Ms. Cindy L. Launer, the current Interim Chief Executive Officer of the Company and a member of the Company’s Board of Directors, will step down from her position as Interim Chief Executive Officer effective November 30, 2024. Ms. Launer will continue to serve as a member of the Board of Directors and receive compensation for such service consistent with the Company’s compensation program for non-employee directors, as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 10, 2024.
Mr. Daggett, age 46, joined the Company as Executive Vice President of Strategy in September 2019, and became Executive Vice President, Treasurer and Chief Financial Officer in May 2021. Prior to joining the Company, Mr. Daggett was Chief Financial Officer and Treasurer of RAM Mutual Insurance Company, Senior Director, Finance at Travelers Companies, Inc., and began his career as an auditor at Deloitte. Mr. Daggett has over 20 years of experience in the property/casualty insurance industry. Mr. Daggett graduated from the University of North Dakota with Bachelor’s degrees in Financial Management and Accounting and is a Certified Public Accountant.
In connection with the foregoing, as determined and approved by the Compensation Committee of our Board of Directors, effective December 1, 2024, Mr. Daggett’s compensation as Chief Executive Officer will consist of the following: (a) annual base salary of $700,000, (b) annual short-term incentive equal to 80% of base salary, with payout percentages of 50% on threshold, 80% on target, and 140% on stretch (c) annual long-term incentive equal to 100% of base salary, (d) one-time cash bonus of $100,000, and (e) one-time grant of Restricted Stock Units with a value of $240,000 pursuant to the Company’s 2020 Stock and Incentive Plan, based on the closing price of the Company’s common stock on the grant date determined by the Board of Directors, with a three-year vesting term. In addition, the Company has agreed to amend Mr. Daggett’s employment agreement to provide that severance payments will be based, in part, on his current target short-term incentive bonus, rather than the average bonus paid over the prior three years.
There are no arrangements or understandings between Mr. Daggett and any other person pursuant to which he was selected as Chief Executive Officer or a director. There are no family relationships between Mr. Daggett and any director or executive officer of the Company, and Mr. Daggett does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Interim Chief Financial Officer
On November 20, 2024, the Company determined to appoint Matt Maki, Vice President, Financial Planning and Analysis of the Company, as the Company’s Interim Chief Financial Officer, effective December 1, 2024. As the Interim Chief Financial Officer, Mr. Maki will function as the Company’s Principal Financial and Accounting Officer for SEC reporting purposes. As determined and approved by the Compensation Committee of our Board of Directors, during his service as the Interim Chief Financial Officer, in addition to his compensation for service as the Company’s Vice President, Financial Planning and Analysis, Mr. Maki will receive $25,000 per month, with 40% to be paid in cash and 60% to be paid in RSUs pursuant to the Company’s 2020 Stock and Incentive Plan, based on the closing price of the Company’s common stock on December 1, 2024, with a three-year vesting term. Mr. Maki will continue to serve as Vice President, Financial Planning and Analysis of the Company, where his compensation consists of the following: (a) annual base salary of $320,000, (b) annual short-term incentive equal to 40% of base salary, with payout percentages of 20% on threshold, 40% on target, and 80% on stretch, and (c) annual long-term incentive equal to 40% of base salary. The Company will immediately commence a search process for the position of Chief Financial Officer of the Company.
Mr. Maki, age 38, joined the Company as Vice President, Financial Planning and Analysis in August 2020. Before joining the Company, Mr. Maki was Vice President of Accounting and Treasurer of RAM Mutual Insurance Company from August 2019 until August 2020. Prior to that, Mr. Maki served in various other finance-related roles at RAM Mutual Insurance Company and Travelers Companies, Inc. He began his career as an auditor at Ernst & Young. Mr. Maki graduated from the University of Wisconsin – Eau Claire and is a Certified Public Accountant.
There are no family relationships between Mr. Maki and any director or executive officer of the Company, and Mr. Maki does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Departure of Senior Vice President, Operations
On November 20, 2024, Patrick W. Duncan, Senior Vice President, Operations of the Company, and the Company agreed that Mr. Duncan’s last date of employment as Senior Vice President, Operations was November 20, 2024. Because Mr. Duncan’s departure is the result of a termination without cause as defined in his employment agreement, the Company expects to pay approximately $859,706 in termination payments to Mr. Duncan, subject to the Company and Mr. Duncan entering into a mutually agreeable separation agreement. In addition, the Company expects to continue to pay Mr. Duncan’s health benefits for 24 months or, in the alternative, pay to him an amount equal to the cost of obtaining such coverage.
| Item 7.01. | Regulation FD Disclosure. |
On November 22, 2024 the Company issued a press release announcing the appointment of Mr. Daggett as Chief Executive Officer and Mr. Maki as Interim Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general language in such filing, unless it is specifically identified therein as being incorporated therein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description |
| 99.1 | Press Release dated November 22, 2024. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
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.
| NI Holdings, Inc. | ||
| Date: November 22, 2024 | By: | /s/ Cindy L. Launer |
| Cindy L. Launer | ||
| Interim Chief Executive Officer | ||