Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
This Amendment No. 1 to Current Report on Form 8-K/A (the "Amendment") amends
the Current Report on Form 8-K filed by AXIS Capital Holdings Limited, a Bermuda
company (the "Company") on December 20, 2022 (the "Original Form 8-K"), which
announced that Vincent Tizzio has been appointed to succeed Albert Benchimol as
Chief Executive Officer, President and Class III director, effective as of the
close of business on the date of the Company's annual general meeting currently
scheduled for May 4, 2023.
As discussed in the Original Form 8-K, the Company's non-renewal of Mr.
Benchimol's employment agreement at the expiration of the contractual term
triggers severance under Section 4(f) of the agreement (termination by executive
for good reason). Accordingly, upon completion of Mr. Benchimol's employment
term through December 31, 2023 and contingent upon his execution of a general
release of claims and continued compliance with the restrictive covenants in his
employment agreement, Mr. Benchimol will receive the payments and benefits
specified under Section 4(f) of the agreement, including certain cash severance
payments, health insurance coverage and the continued vesting of his outstanding
equity awards (consisting of restricted stock units ("RSUs") and
performance-vesting restricted stock units ("PSUs")) that remain unvested as of
his separation date.
On January 24, 2023, the Human Capital and Compensation Committee (the
"Committee") and independent directors of the Board approved the accelerated
distribution of 50% of the number of shares covered by Mr. Benchimol's equity
awards which are outstanding as of December 31, 2023, aligned to the completion
of his employment agreement (rather than requiring Mr. Benchimol to wait until
the scheduled distribution dates to receive such portion of the shares
underlying his awards in accordance with the terms of his employment agreement).
The performance vesting of the PSUs will be calculated based on actual
performance at December 31, 2023 for all outstanding PSU awards. The estimated
value of Mr. Benchimol's equity awards expected to be outstanding at December
31, 2023 is $10.1 million with estimated performance levels calculated based
upon the actual performance through December 31, 2022 for the PSUs granted in
2021 and 2022 and based on deemed target level performance for the PSUs granted
in 2023, and the closing price of the Company's common stock on January 24, 2023
of $58.14 per share.
In approving the accelerated distribution for a portion of the shares underlying
Mr. Benchimol's outstanding equity awards, the Committee and independent
directors considered, among other things, the desire to mitigate the potential
impact of adverse tax consequences under the U.S. Internal Revenue Code related
to certain deferred compensation arrangements and the benefit to having the
remaining portion of the shares underlying outstanding equity awards deliver on
schedule to continue to align Mr. Benchimol with the interests of the Company
and its shareholders during this period.
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