ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors:
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 7, 2023, the Board of Directors of Hagerty, Inc. (the "Company")
appointed Mr. Kevin Delaney, age 50, as the Company's Principal Accounting
Officer.
Mr. Delaney joined the Company in January 2023 as Chief Accounting Officer and
Corporate Controller. Prior to joining Hagerty, from 2019 to 2023, Mr. Delaney
was the Senior Vice President, Finance and Controller of IMAX Corporation (NYSE:
IMAX). From 2000 until 2019, Mr. Delaney served as the Corporate Controller and
Chief Accounting Officer of Sotheby's. Mr. Delaney started his career at
Deloitte & Touche, and holds a Bachelor of Business Administration in Public
Accounting from Pace University and is a Certified Public Accountant in the
State of New York.
Mr. Delaney is employed with the Company on an at-will basis. In connection with
his appointment, the Board approved the following compensation for Mr. Delaney:
•annual base salary of $370,000;
•eligibility to participate in the Company's annual incentive plan prorated for
his start date with a target award equal to 40% of base salary, with the actual
payout ranging between 0% and 150% of the target award dependent on the
performance of the Company;
•eligibility to participate in the Company's Stock Incentive Plan (the "Plan")
at a target of 45% base salary; and
•a one-time sign-on restricted stock unit grant in the amount of $125,000 with a
three-year vesting schedule subject to his continued employment with the
Company.
The terms of the equity grants to Mr. Delaney will be subject to the terms of
the Plan and related award agreements. Mr. Delaney will also receive medical and
other benefits consistent with the Company's standard policies.
There are no family relationships, as defined in Item 401 of Regulation S-K,
between Mr Delaney and any director, executive officer, or person nominated or
chosen by the Company to become a director or executive officer. Additionally,
there have been no transactions involving Mr. Delaney that would require
disclosure under Item 404(a) of Regulation S-K.
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