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
Effective December 16, 2022, Fred Donner will join the Board of Directors of Global Indemnity Group, LLC (“GBLI”) pursuant to the Class B Majority Shareholder’s rights under GBLI’s Second Amended and Restated Limited Liability Company Agreement, Most recently, Mr. Donner served as the Audit Committee chair and a member of the Risk & Capital Committee of the board of directors of Argo Group International Holdings Ltd. (NYSE:ARGO). Mr. Donner served as the former Executive Vice President, Enterprise Risk Management for Travelers Insurance Co. (“Travelers”) (NYSE: TRV) and Chief Financial Officer for its Business and International Insurance segment from 2014 until his retirement in 2017. Prior to that, Mr. Donner was Traveler’s Senior Vice president and Chief Financial Officer of its Personal Lines Insurance segment and then the Chief Financial Officer and Chief Operating Officer of its Business Insurance segment. Prior thereto, Mr. Donner served as Executive Vice President and Chief Financial Officer of RenaissanceRe Ltd. (NYSE: RNR), Bermuda-based international reinsurance company. Prior to that, Mr. Donner served as the National Partner-in-Charge of KPMG’s Insurance Practice. Mr. Donner holds a bachelor’s degree in business administration from Pace University and currently serves on the advisory board for the University’s Lubin School of Business. Mr. Donner is a member of the American Institute of Certified Public Accountants. Mr. Donner will serve on the Audit Committee and chair the Nomination, Compensation, and Governance Committee and the Enterprise Risk Management Committee.
Mr. Donner is party to an agreement with the Class B Majority Shareholder pursuant to which he will become a director. The agreement provides that the Class B Majority Shareholder may remove him at any time and Mr. Donner agrees to immediately resign from the Board upon the request of the Class B Majority Shareholder. Mr. Donner agrees to act in accordance with the GBLI’s Insider Trading Policy, that a duty of confidentiality is owed to the GBLI and the Class B Majority Shareholder, and to keep the Class B Majority Shareholder updated on developments at GBLI.
Mr. Donner is not party to any transaction with GBLI that would require disclosure under Item 404(a) of Regulation S-K. As a director, Mr. Donner will be subject to the non-executive director compensation plan as described in GBLI’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2022. Mr. Donner will not be party to any other material plan, contract or arrangement or any grant or award under any such plan, contract or arrangement that was entered into in connection with his appointment.
SIGNATURES
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.
| Global Indemnity Group, LLC | ||||||
| December 15, 2022 | By: | /s/ Stephen W. Ries | ||||
| Name: Stephen W. Ries | ||||||
| Title: Secretary | ||||||