SIRIUSPOINT LTD: Change of Directors or Principal Officers (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.




CEO Resignation



On May 17, 2022, SiriusPoint Ltd. (the “Company”) announced that Siddharta SankaranChief Executive Officer of the Company, resigned from the Company effective at the close of business on May 16, 2022 to pursue other opportunities. Besides, Mr Sankaran resigned as Chairman of the Board of Directors of the Company (the “Board”).

On May 17, 2022the Council has appointed Daniel V. Malloy as interim CEO of the Company and appointed current director Sharon M. Ludlow as interim Chairman of the Board.

Due to At Mr. Sankaran’s resignation, he will not stand for re-election at the Company’s 2022 Annual General Meeting of Shareholders (the “Ordinary General Meeting”). As a result, At Mr. Sankaran’s name was removed from the nomination for re-election to the Board. The Board has determined that no other nominee for election at the Annual General Meeting will be appointed in place of Mr Sankaran.

As part of his resignation, the Company and Mr Sankaran entered into a resignation agreement, dated May 16, 2022. Under the resignation agreement, the Company and Mr Sankaran agreed that Mr Sankaran will be made available by August 16, 2022 provide post-resignation services to the Company, and in consideration for such services, the Company has agreed to pay Mr Sankaran a fee of $250,000. At the end of this transition period, the Company and Mr Sankaran agreed that Mr Sankaran will be relieved of his non-competition obligations under the employment contract to which the Company and Mr Sankaran left, dated February 15, 2021and, taking into account this relief, Mr Sankaran agreed to strengthen protections relating to the solicitation and hiring of certain key Company personnel. Under the resignation agreement, the Company and Mr Sankaran continue to be bound by the non-disparagement provisions At Mr. Sankaran’s employment contract, and the Company and Mr Sankaran have also granted each other debt receipts. In consideration of these releases and other commitments made by Mr Sankaran in the resignation agreement, the Company agreed to pay Mr Sankaran $4,000,000 in the form of a lump sum cash payment and to provide Mr Sankaran and his eligible dependents with continued health and life insurance benefits. In addition, the Company has authorized Mr Sankaran to retain 787,460 restricted ordinary shares of the Company and 409,483 stock options of the Company (which will remain exercisable until the end of the three-year period following At Mr. Sankaran’s resignation), all of which will now vest within two years of his resignation, and the remaining 509,657 restricted stock and 635,615 options held by him, as well as all of his 229,247 performance-based restricted stock units previously assigned, will be cancelled. The foregoing description of the Resignation Agreement is qualified in its entirety by the terms and conditions of the Resignation Agreement, a copy of which is attached to this Report as Exhibit 10.1.

The Company and Mr Malloy agreed that, taking into account At Mr. Malloy’s services, he will receive an annual base salary of $850,000with a minimum wage of $425,000 if At Mr. Malloy’s the services last less than six months. Mr Malloy will also have a target annual cash bonus opportunity for fiscal year 2022 of
$425,000 (assuming six months of service) or $850,000 (if At Mr. Malloy’s service lasts more than six months). Mr Malloy will also receive restricted common shares of the Company having a grant date value of $1,000,000which will vest on the start date of At Mr. Malloy’s successor (or, if earlier, dismissal without cause or resignation with cause). Mr Malloy will also receive housing (or housing reimbursement) in Bermuda for a period of at least one year. The foregoing description of the Services Agreement is qualified in its entirety by the terms and conditions of At Mr. Malloy’s service agreement with the Company, a copy of which will be filed with the Company’s quarterly report on Form 10-Q for the period ended June 30, 2022.








Daniel V. Malloy


Daniel V. Malloy is an experienced reinsurance professional and has a long relationship with the Company and its predecessor, Third Point Re. Following the establishment of the Company in February 2021, Mr Malloy served as President of Global Distribution and Services until April 2022and before that he was the Managing Director of Third Point Re. Mr Malloy joined Third Point Re in 2012 and served as Executive Vice President of Underwriting and then Chief Underwriting Officer, before being promoted to Managing Director in 2019.

At Mr. Malloy’s experience in the reinsurance industry spans over four decades, including positions with Aon Benfield, Stockton Reinsurance, Center RE and Zurich Reinsurance. He graduated from Dartmouth College.


Sharon M. Ludlow


Sharon M. Ludlow is a corporate director with over 25 years of experience in the insurance/reinsurance industry. During his career, Mrs Ludlow was President and Chief Executive Officer of Swiss Re Canada and Chairman of Aviva Insurance Company of Canada.

Mrs Ludlow currently sits on the board of directors of Lombard International, ISE Group
and Green Shield Canada. Mrs Ludlow is a Fellow Chartered Professional Accountant (FCPA, FCA, Canada) and holds a Bachelor of Commerce degree from
University of Toronto. She also holds the Institute of Corporate Directors
designation (CIM.D).

Resignation of a director and appointment of a director

On May 17, 2022, Joshua L. Targoff resigned from the board of directors and the Risk and Capital Management Committee effective 24 hours after the conclusion of the Annual General Meeting. To fill the position created by At Mr. Targoff’s resignation, the May 17, 2022 the board appointed Daniel S. Loeb to the board as a Class II Director effective immediately thereafter At Mr. Targoff’s resignation. Mr Loeb was also appointed to Risk and Capital Management Committee and the Investment Committee, effective as of the same date.

Disclosure related to Mr Loeb under the heading “Certain Related Party Relationships and Transactions – Related Party Transactions” in the

definitive proxy statement on Schedule 14A filed on April 14, 2022 is incorporated herein by reference. Mr Loeb will not be compensated for its services as an administrator.

Mr Loeb is the founder and CEO of Third Point LLCa New Yorkinvestment management company which he founded in 1995. He has served on several philanthropic boards. Mr Loeb holds an AB in Economics
Colombia University in 1983.

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