NI Holdings Inc
For the period ended Dec 31, 2023. Filed Mar 15, 2024.
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FY2023 · Filed Mar 15, 2024
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Item 9B. Other Information
| Item 9B. | Other Information |
10b5-1 Trading Plans
During the fourth quarter of 2023, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).
Adoption of 2024 Short-Term Cash Incentive Plan
On February 29, 2024, the Company’s Board of Directors approved the 2024 Short-Term Cash Incentive Plan (the “STIP”). Certain key employees, including employees who are employed to serve as executive officers, participate in the STIP as determined by the
Compensation Committee. The STIP will be administered by the Compensation Committee as authorized by the Board. Participants are eligible to receive cash bonuses based on the achievement of certain specified metrics, including based on the Company’s combined ratio, direct written premium growth, and a measurable goal set by the Chief Executive Officer, depending on the individual participant.
The foregoing summary of the STIP does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the STIP, which is attached as Exhibit 10.18 to this report and is incorporated by reference herein.
Performance Share Unit Agreement
On February 29, 2024, the Company’s Board of Directors adopted a form of Adjusted Return on Equity Performance Share Unit Agreement (the “PSU Agreement”) for PSU awards granted under the 2020 Stock and Incentive Plan. Each PSU Agreement will set forth the maximum number of PSUs to be earned, assuming achievement of the relevant adjusted return on equity over the measurement period commencing on January 1, 2024 and ending on December 31, 2026.
Achievement of the Company’s objectives relating to adjusted return on equity during the measurement period will determine the actual number of PSUs to be earned. The target number of PSUs will be divided into thirds, with one third assigned to each of the three fiscal years in the measurement period. The number of PSUs that will be earned for a fiscal year in the measurement period will be determined based on the Company’s achievement of adjusted return on equity goals for the applicable fiscal year. A PSU earned for a given fiscal year shall vest if the participant remains in service to the Company through the end of the measurement period (subject to the exceptions described below). Each PSU earned and vested will be settled in one share of the Company’s common stock. The Compensation Committee will certify performance following the measurement period no later than March 15, 2027.
If the participant dies while in service with the Company prior to the last day of the measurement period, then the number of PSUs earned for completed fiscal years at the time of death, together with one-third of the target number of PSUs for each fiscal year not completed at the time of death, shall vest and become immediately payable. If the participant’s service with the Company is terminated due to the participant’s disability, retirement, or involuntary termination due to a position elimination or reorganization (each a “qualifying termination”), before the last day of the measurement period, the PSUs will remain outstanding until the last day of the measurement period and the participant will have a fully vested interest in a pro rata number of the earned PSUs as of the last day of the measurement period. If a change in control occurs after a qualifying termination but prior to the end of the measurement period, the measurement period shall end upon the change in control, and the participant will have a vested interest in a pro rata number of the earned PSUs as of the last day of the measurement period (using the target number of PSUs for any fiscal year not completed as of the change in control). If a change in control occurs while the participant is in service to the Company, the PSUs earned for fiscal years completed as of the change in control, together with one-third of the target number of PSUs for each fiscal year not completed as of the change in control, will be earned and converted into time-based RSUs. If such RSUs are assumed in connection with the change in control, then the RSUs will become fully vested if the participant remains in service with the Company until December 31, 2026, dies while in service, resigns at retirement age, or terminates their employment due to disability or involuntary termination due to position elimination or reorganization. If the participant’s service with the Company is involuntarily terminated without cause or if the participant resigns for good reason within 24 months following a change in control but prior to December 31, 2026, any RSUs that remain unvested will vest in full and become non-forfeitable as of the date of such termination.
The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the PSU Agreement, which is attached as Exhibit 10.17 to this report and is incorporated by reference herein.
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