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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Trean Insurance Group Inc | NASDAQ:TIG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
Delaware | 84-4512647 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Common Stock, $0.01 par value per share | TIG | The Nasdaq Global Select Market |
Large accelerated filer | ☐ | Accelerated filer | ☒ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||||||||||||||||||||||
Emerging growth company | ☒ |
Page | ||||||||||||||
PART IV | ||||||||||||||
Name | Class | Term Year | Age | Position | ||||||||||||||||||||||||||||||||||
Andrew M. O’Brien | II | 2025 | 71 | Executive Chairman and Director | ||||||||||||||||||||||||||||||||||
Julie A. Baron | III | 2023 | 56 | President, Chief Executive Officer and Director | ||||||||||||||||||||||||||||||||||
Mary A. Chaput | I | 2024 | 73 | Director | ||||||||||||||||||||||||||||||||||
Randall D. Jones | III | 2023 | 69 | Director | ||||||||||||||||||||||||||||||||||
Steven B. Lee | II | 2025 | 71 | Director | ||||||||||||||||||||||||||||||||||
Terry P. Mayotte | III | 2023 | 63 | Director | ||||||||||||||||||||||||||||||||||
Philip I. Smith | I | 2024 | 55 | Director | ||||||||||||||||||||||||||||||||||
Daniel G. Tully | I | 2024 | 62 | Director |
Total Number of Directors - 8 | |||||||||||||||||||||||||||||||||||||||||
Part I – Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||||||||||||||||||||||||||||
Directors | 2 | 4 | 0 | 2 | |||||||||||||||||||||||||||||||||||||
Part II – Demographic Background | |||||||||||||||||||||||||||||||||||||||||
African American of Black | 0 | 1 | 0 | 0 | |||||||||||||||||||||||||||||||||||||
Alaskan Native or Native American | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||
Asian | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||
Hispanic or Latinx | 1 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||
White | 2 | 3 | 0 | 0 | |||||||||||||||||||||||||||||||||||||
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||
LGBTQ+ | 0 | ||||||||||||||||||||||||||||||||||||||||
Did Not Disclose Demographic Background | 2 |
Name | Age | Position | ||||||||||||||||||
Andrew M. O’Brien | 71 | Executive Chairman; Director | ||||||||||||||||||
Julie A. Baron | 56 | President and Chief Executive Officer | ||||||||||||||||||
Patricia A. Ryan | 53 | Chief Legal Officer and Corporate Secretary | ||||||||||||||||||
Matthew J. Spencer | 46 | Chief Information and Security Officer | ||||||||||||||||||
Nicholas J. Vassallo | 59 | Chief Financial Officer and Treasurer |
Executive | Position | ||||||||||
Andrew M. O’Brien | Executive Chairman | ||||||||||
Julie A. Baron | President and Chief Executive Officer | ||||||||||
Patricia A. Ryan | Chief Legal Officer & Corporate Secretary | ||||||||||
Nicholas J. Vassallo | Chief Financial Officer and Treasurer |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||||||||||||||||||
Andrew M. O’Brien Executive Chairman | 2022 | 500,000 | 375,000 | — | — | 9,707 | (4) | 884,707 | ||||||||||||||||||||||||||||||||||||||||||
2021 | 501,579 | 250,000 | — | — | 15,603 | 767,182 | ||||||||||||||||||||||||||||||||||||||||||||
Julie A. Baron President and Chief Executive Officer | 2022 | 397,606 | 212,500 | 141,626 | (5) | 16,201 | 21,232 | (6) | 789,165 | |||||||||||||||||||||||||||||||||||||||||
2021 | 325,000 | 175,000 | 467,531 | 123,183 | 18,120 | 1,108,834 | ||||||||||||||||||||||||||||||||||||||||||||
Patricia A. Ryan (7) Chief Legal Officer and Corporate Secretary | 2022 | 275,000 | 150,000 | 84,980 | (5) | 9,720 | 15,475 | (8) | 535,175 | |||||||||||||||||||||||||||||||||||||||||
Nicholas J. Vassallo (9) Chief Financial Officer and Treasurer | 2022 | 292,708 | 150,000 | 113,301 | (5) | 12,963 | 16,603 | (10) | 585,575 | |||||||||||||||||||||||||||||||||||||||||
(1) | Represents base salary paid during fiscal 2022 and fiscal 2021, as described below in the section entitled “Narrative to Summary Compensation Table.” | ||||
(2) | Represents discretionary cash incentive bonuses paid to each of our named executive officers during the fiscal year ended December 31, 2022 and discretionary cash incentive bonuses paid to each of our named executive officers during the fiscal year ended December 31, 2021. | ||||
(3) | Amounts do not reflect compensation actually realized by the named executive officer. Each amount represents the grant date fair value of the stock option award made to each individual during the respective fiscal year as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the value of the option awards granted in fiscal 2022 and fiscal 2021 are set forth in Note 21, Stock Compensation, of the Notes to the Consolidated Financial Statements included in our Annual Reports on Form 10-K filed with the SEC on March 16, 2023 for fiscal year 2022 and filed on March 15, 2022 for fiscal year 2021. | ||||
(4) | Represents $9,150 of 401(k) company match and safe harbor payments and $556 of long-term care payments made during fiscal 2022. | ||||
(5) | Amount shown represents the grant date fair value of restricted stock time-based vesting awards, market-based vesting awards and performance-based vesting awards granted on March 9, 2022 as part of the Company's long-term compensation program. The per share grant date fair values were determined in accordance with FASB ASC Topic 718 and for time-based and performance-based vesting awards was based on the grant date closing price of a share of our common stock. A Monte Carlo valuation model is used to estimate the grant date fair value of for market-based vesting awards. The assumptions used to calculate the fair value of market and performance-based vesting awards are set forth in Note 21, Stock Compensation, of the Notes to Consolidated and Combined Financial Statements included in our 2022 Annual Report on Form 10-K filed with the SEC on March 16, 2023. At grant date, the value of the 2022 performance-based vesting awards, assuming maximum performance, would be $99,110 for Ms. Baron, $59,460 for Ms. Ryan and $79,284 for Mr. Vassallo. The dollar amounts shown do not reflect the value of the restricted shares on the day they vest. | ||||
(6) | Represents $16,775 of 401(k) company match and safe harbor payments, $4,212 of travel fringe benefits and $245 of long-term care payments made during fiscal 2022. | ||||
(7) | Ms. Ryan was not a named executive officer in 2021. | ||||
(8) | Represents $15,125 of 401(k) company match and safe harbor payments and $350 of long-term care payments made during fiscal 2022. | ||||
(9) | Mr. Vassallo was not a named executive officer in 2021. | ||||
(10) | Represents $16,156 of 401(k) company match and safe harbor payments and $447 of long-term care payments made during fiscal 2022. |
Name | Grant Date | Number of Securities Underlying Unexercised Options (#)Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights that Have not Vested | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Option Exercise Price ($) | Option Expiration Date | (#)(1) | Market Value ($)(2) | (#) | Market or Payout Value ($)(2) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Andrew M . O’Brien | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Julie A. Baron | 7/15/2020 | 9,367 | 4,683 | — | $15.00 | 7/15/2030 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
7/16/2020 | — | — | — | — | — | 4,684 | $28,104 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/26/2021 | 2,346 | 4,693 | — | $17.50 | 3/26/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/26/2021 | — | — | — | — | — | 4,693 | $28,158 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/26/2021 | — | — | — | — | — | — | — | 7,039(3) | $42,234 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/26/2021 | — | — | — | — | — | — | — | 7,039(4) | $42,234 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/9/2022 | — | 7,039 | — | $7.04 | 3/9/2032 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/9/2022 | — | — | — | — | — | 7,039 | $42,234 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/9/2022 | — | — | — | — | — | — | — | 7,039(5) | $42,234 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/9/2022 | — | — | — | — | — | — | — | 7,039(6) | $42,234 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Patricia A. Ryan | 3/9/2022 | — | 4,223 | — | $7.04 | 3/9/2032 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
3/9/2022 | — | — | — | — | — | 4,224 | $25,344 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/9/2022 | — | — | — | — | — | — | — | 4,224(7) | $25,344 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/9/2022 | — | — | — | — | — | — | — | 4,223(8) | $25,338 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Nicholas J. Vassallo | 7/15/2020 | 3,747 | 1,873 | — | $15.00 | 7/15/2030 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
7/16/2020 | — | — | — | — | — | 1,874 | $11,244 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/26/2021 | 1,001 | 2,002 | — | $17.50 | 3/26/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/26/2021 | — | — | — | — | — | 2,002 | $12,012 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/26/2021 | — | — | — | — | — | — | — | 3,003(9) | $18,018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/26/2021 | — | — | — | — | — | — | — | 3,003(10) | $18,018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/9/2022 | — | 5,632 | — | $7.04 | 3/9/2032 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/9/2022 | — | — | — | — | — | 5,631 | $33,786 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/9/2022 | — | — | — | — | — | — | — | 5,632(11) | $33,792 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/9/2022 | — | — | — | — | — | — | — | 5,631(12) | $33,786 |
(1) | Options and RSUs vest in three equal annual installments beginning on the first anniversary of the date of grant. | ||||
(2) | Market value of unvested or unearned shares are based on the $6.00 closing price of our stock on December 30, 2022, the last trading day of our 2022 fiscal year. | ||||
(3) | Reflects 7,039 MSUs that are expected to vest on 12/31/2023. The number of MSU shares earned is based on the Company’s cumulative total shareholder return (“TSR”), as defined in the applicable award agreement, over a three-year performance measurement period. If TSR satisfies minimum requirements to result in shares being awarded, the number of shares will be determined between 50% and 200%. | ||||
(4) | Reflects 7,039 PSUs that are expected to vest on 12/31/2023. The number of PSU shares earned is based on the Company’s achievement of pre-established target threshold goals for total gross written premiums over a three-year performance measurement period. The performance goals allow for a payout ranging from 0% to 200% of the target award. | ||||
(5) | Reflects 7,039 MSUs that are expected to vest on 12/31/2024. The number of MSU shares earned is based on the Company’s cumulative TSR, as defined in the applicable award agreement, over a three-year performance measurement period. If TSR satisfies minimum requirements to result in shares being awarded, the number of shares will be determined between 50% and 200%. | ||||
(6) | Reflects 7,039 PSUs that are expected to vest on 12/31/2024. The number of PSU shares earned is based on the Company’s achievement of pre-established target threshold goals for total gross written premiums over a three-year performance measurement period. The performance goals allow for a payout ranging from 0% to 200% of the target award. | ||||
(7) | Reflects 4,224 MSUs that are expected to vest on 12/31/2024. The number of MSU shares earned is based on the Company’s cumulative TSR, as defined in the applicable award agreement, over a three-year performance measurement period. If TSR satisfies minimum requirements to result in shares being awarded, the number of shares will be determined between 50% and 200%. | ||||
(8) | Reflects 4,223 PSUs that are expected to vest on 12/31/2024. The number of PSU shares earned is based on the Company’s achievement of pre-established target threshold goals for total gross written premiums over a three-year performance measurement period. The performance goals allow for a payout ranging from 0% to 200% of the target award. | ||||
(9) | Reflects an award of 3,003 MSUs granted pursuant to the Plan. The number of MSU shares earned is based on the Company’s achievement of pre-established target threshold goals for total gross written premiums over the performance period ending on December 31, 2023. The performance goals allow for a payout ranging from 0% to 200% of the target award. | ||||
(10) | Reflects 3,003 PSUs that are expected to vest on 12/31/2023. The number of PSU shares earned is based on the Company’s achievement of pre-established target threshold goals for total gross written premiums over a three-year performance measurement period. The performance goals allow for a payout ranging from 0% to 200% of the target award. | ||||
(11) | Reflects an award of 5,632 MSUs granted pursuant to the Plan. The number of MSU shares earned is based on the Company’s achievement of pre-established target threshold goals for total gross written premiums over the performance period ending on December 31, 2024. The performance goals allow for a payout ranging from 0% to 200% of the target award. | ||||
(12) | Reflects 5,631 PSUs that are expected to vest on 12/31/2024. The number of PSU shares earned is based on the Company’s achievement of pre-established target threshold goals for total gross written premiums over a three-year performance measurement period. The performance goals allow for a payout ranging from 0% to 200% of the target award. |
Name | Fees Earned Or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Total Compensation ($) | ||||||||||||||||||||||
Mary A. Chaput | 90,000(2) | 24,998 | — | 114,998 | ||||||||||||||||||||||
Randall D. Jones | 167,500(3) | 24,998 | — | 192,498 | ||||||||||||||||||||||
Terry P. Mayotte | 170,000(4) | 24,998 | — | 194,998 | ||||||||||||||||||||||
Steven B. Lee | 75,000(5) | 24,998 | — | 99,998 | ||||||||||||||||||||||
Philip I. Smith(6) | 73,479(6) | 24,998 | — | 98,477 | ||||||||||||||||||||||
Daniel G. Tully(7) | — | — | — | — |
(1) | Amount reported represents 100% of the grant date fair value of the restricted stock grant of 3,720 shares given to each of the directors on May 17, 2022. | ||||
(2) | Consists of $75,000 annual Board retainer and $15,000 for serving on the Audit Committee and the Compensation, Nominating and Corporate Governance Committee. | ||||
(3) | Consists of $75,000 annual Board retainer; $22,500 for serving as Chair of the Compensation, Nominating and Corporate Governance Committee and serving on the Audit Committee; and $70,000 for serving on the Special Committee to the Board in connection with the evaluation of the Merger Agreement and Merger. | ||||
(4) | Consists of $75,000 annual Board retainer, $15,000 for serving as chair of the Audit Committee and $80,000 for serving as chair of the Special Committee to the Board in connection with the evaluation of the Merger Agreement and Merger. | ||||
(5) | Consists of $75,000 annual Board retainer. | ||||
(6) | Consists of $61,233 annual Board retainer and $12,246 for serving on the Audit Committee and the Compensation, Nominating and Corporate Governance Committee, prorated in connection with his appointment to the Board and Committees. | ||||
(7) | As a representative of the Altaris Funds on our Board, Mr. Tully did not receive separate compensation for his services as a director during 2022. |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class(1) | ||||||||||||||||||
5% Stockholders | ||||||||||||||||||||
Altaris Filing Parties 10 East 53rd Street, 31st Floor New York, New York 10022 | 24,023,919(2) | 46.89% | ||||||||||||||||||
Blake Baker Enterprises Entities 25736 Oak Meadow Dr. Valencia, California 91381 | 3,653,640(3) | 7.13% | ||||||||||||||||||
Named executive officers and directors | ||||||||||||||||||||
Andrew M. O’Brien(c) | 3,509,120(4) | 6.85% | ||||||||||||||||||
Julie A. Baron(c) | 42,209(5) | * | ||||||||||||||||||
Mary A. Chaput(a) | 4,152 | * | ||||||||||||||||||
Randall D. Jones(a) | 137,344 | * | ||||||||||||||||||
Steven B. Lee(a) | 1,065,186(6) | 2.08% | ||||||||||||||||||
Terry P. Mayotte(a) | 4,152 | * | ||||||||||||||||||
Patricia A. Ryan(b) | 10,316(7) | * | ||||||||||||||||||
Philip I. Smith(a) | — | — | ||||||||||||||||||
Daniel G. Tully(a) | 24,023,919(2) | 46.89% | ||||||||||||||||||
Nicholas J. Vassallo(b) | 17,980(8) | * | ||||||||||||||||||
All directors and executive officers as a group (11 persons) | 28,837,416(9) | 56.24% |
* | Less than one percent | ||||
(a) | Director of Trean | ||||
(b) | Named Executive Officer | ||||
(c) | Director and Named Executive Officer | ||||
(1) | Pursuant to the rules of the SEC, certain shares of Trean Common Stock that an individual owner set forth in this table has a right to acquire within 60 days after March 13, 2023, pursuant to the exercise or vesting of Options, RSUs, or other securities are deemed to be outstanding for the purpose of computing the ownership of that owner, but are not deemed outstanding for the purpose of computing the ownership of any other individual owner shown in the table. Likewise, the shares subject to Options, RSUs, or other securities held by our other directors and executive officers that are exercisable within 60 days after March 13, 2023, are all deemed outstanding for the purpose of computing the percentage ownership of all executive officers, directors and director nominees as a group. | ||||
(2) | Information with respect to stock ownership is based on a Schedule 13G/A filed on February 13, 2023, with the SEC by Altaris Partners, LLC. The Schedule 13G/A consists of (i) 19,545,133 shares of Trean Common Stock held by AHP-BHC LLC and 270 shares of Trean Common Stock held by AHP-TH LLC and (ii) 4,478,455 shares of Trean Common Stock held by ACP-BH LLC and 61 shares of Trean Common Stock held by ACP-TH LLC. Daniel G. Tully and George E. Aitken-Davies are members of the board of managers of Altaris Partners, LLC, which has investment and voting control over the shares held by the Altaris Stockholders and their affiliates. Mr. Tully may be deemed to beneficially own any shares of Trean Common Stock owned by the Altaris Stockholders because of his affiliation with Altaris Partners and its affiliated entities. | ||||
(3) | Information with respect to stock ownership is based on Schedule a 13G/A filed on February 14, 2023, with the SEC by the Blake Baker Enterprises Entities. The Schedule 13G/A consists of (i) 2,729,521 shares of Trean Common Stock held by Blake Baker Enterprises I, Inc., (ii) 789,292 shares of Trean Common Stock held by Blake Baker Enterprises II, Inc. and (iii) 134,827 shares of Trean Common Stock held by Blake Baker Enterprises III, Inc. (such entities, collectively, the “Blake Baker Enterprises Entities”). The Blake Baker Enterprises Entities are owned by The Baker Family Trust, dated July 8, 2019, of which Blake Baker is the sole settlor and trustee. As trustee, Mr. Baker has sole voting and dispositive power over 4,341,008 shares of Trean Common Stock. | ||||
(4) | Consists of 3,509,120 shares of Trean Common Stock held by the Andrew M. O’Brien Premarital Trust, of which Mr. O’Brien is the trustee. | ||||
(5) | Includes 16,404 shares of Trean Common Stock that, as of March 13, 2023, were issuable upon the exercise of outstanding Options or will become exercisable within 60 days after March 13, 2023. Also includes 2,346 shares of Trean Common Stock issuable upon vesting of Company RSUs within 60 days after March 13, 2023. | ||||
(6) | Consists of 61,235 shares of Trean Common Stock held by Mr. Lee individually, 97,935 shares of Trean Common Stock held by the Steven B. Lee 2020 GRAT, of which Mr. Lee is trustee and 906,016 shares of Trean Common Stock held by the Lee 2020 GST Dynasty Trust, of which Mr. Lee is investment trustee. Also includes 3,720 shares of Trean Common Stock issuable upon vesting of RSUs within 60 days after March 13, 2023. | ||||
(7) | Includes 1,408 shares of Trean Common Stock that, as of March 13, 2023, were issuable upon the exercise of outstanding Options or will become exercisable within 60 days after March 13, 2023. | ||||
(8) | Includes 7,625 shares of Trean Common Stock that, as of March 13, 2023, were issuable upon the exercise of outstanding Options or will become exercisable within 60 days after March 13, 2023. Also includes 1,001 shares of Trean Common Stock issuable upon vesting of Company RSUs within 60 days after March 13, 2023. | ||||
(9) | Includes 35,281 shares of Trean Common Stock that, as of March 13, 2023, were issuable upon the exercise of outstanding Options or will become exercisable within 60 days after March 13, 2023. Also includes 4,755 shares of Trean Common Stock issuable upon vesting of RSUs within 60 days after March 13, 2023. |
(a) | (b) | (c) | |||||||||||||||||||||||||||
Plan Category | Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2) | Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Shares Reflected in Column (a)) | ||||||||||||||||||||||||||
Equity compensation plans approved by stockholders | 567,537 | $12.68 | 4,410,920 | ||||||||||||||||||||||||||
Equity compensation plans not approved by stockholders | — | — | — | ||||||||||||||||||||||||||
Total | 567,537 | $12.68 | 4,410,920 |
Type of Service | Fiscal Year Ended December 31, 2022 | Fiscal Year Ended December 31, 2021 | ||||||||||||
Audit Fees(1) | $ | 810,000 | $ | 815,000 | ||||||||||
Audit-Related Fees(2) | — | — | ||||||||||||
Tax Fees (3) | 289,000 | 539,000 | ||||||||||||
All Other Fees (4) | — | — | ||||||||||||
Total | $ | 1,099,000 | $ | 1,354,000 |
(1) | Audit fees include (a) the audit of the Company’s financial statements, including statutory audits of certain subsidiaries as required and (b) the reviews of the Company’s unaudited condensed interim financial statements (quarterly financial statements). | ||||
(2) | Audit-related fees include fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements, and which are not reported under “Audit Fees.” | ||||
(3) | Tax fees include professional services in connection with tax compliance, planning and advice. | ||||
(4) | All other fees include all other fees for services performed by Deloitte. |
Exhibit Number | Description | |||||||
Agreement and Plan of Merger, dated as of December 15, 2022, by and among Trean Insurance Group, Inc., Treadstone Parent Inc., and Treadstone Merger Sub Inc. (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 19, 2022 and incorporated by reference herein) | ||||||||
Amended and Restated Certificate of Incorporation of Trean Insurance Group, Inc. (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein) | ||||||||
Amended and Restated By-Laws of Trean Insurance Group, Inc. (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein) | ||||||||
Description of Securities | ||||||||
Registration Rights Agreement, dated as of July 20, 2020, among Trean Insurance Group, Inc. and the parties named therein (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein) | ||||||||
Reorganization Agreement, dated as of July 16, 2020, among Trean Insurance Group, Inc. and the parties named therein (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein) | ||||||||
Contribution Agreement, dated as of July 16, 2020, among Trean Insurance Group, Inc., BIC Holdings LLC and Trean Holdings LLC (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein) | ||||||||
Contribution Agreement, dated as of July 16, 2020, between Trean Insurance Group, Inc. and Trean Compstar Holdings LLC (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein) | ||||||||
Director Nomination Agreement, dated as of July 16, 2020, among Trean Insurance Group, Inc., AHP-BHC LLC, AHP-TH LLC, ACP-BHC LLC and ACP-TH LLC (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein) | ||||||||
10.6* | Trean Insurance Group, Inc. 2020 Omnibus Incentive Plan (filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein) | |||||||
Termination Agreement, dated as of July 16, 2020, among Altaris Capital Partners, LLC, BIC Holdings LLC, Trean Holdings LLC and Trean Insurance Group, Inc. (filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein) | ||||||||
Agreement, dated as of June 3, 2020, among Blake Baker Enterprises I, Inc., Blake Baker Enterprises II, Inc., Blake Baker Enterprises III, Inc., Blake Baker, Compstar Holding Company LLC, Trean Holdings LLC and Trean Compstar Holdings LLC (filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed on June 19, 2020 and incorporated by reference herein) | ||||||||
Amendment No. 1 to Agreement, dated as of July 6, 2020, among Blake Baker Enterprises I, Inc., Blake Baker Enterprises II, Inc., Blake Baker Enterprises III, Inc., Blake Baker, Compstar Holding Company LLC, Trean Holdings LLC and Trean Compstar Holdings LLC (filed as Exhibit 10.5b to the Registrant’s Registration Statement on Form S-1A filed on July 9, 2020 and incorporated by reference herein) |
Director Nomination Agreement among Trean Insurance Group, Inc. and the Altaris Funds (filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed on June 19, 2020 and incorporated by reference herein) | ||||||||
Restricted Stock Unit Award Agreement (filed as Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1A filed on July 9, 2020 and incorporated by reference herein) | ||||||||
Non-Qualified Stock Option Award Agreement (filed as Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1A filed on July 9, 2020 and incorporated by reference herein) | ||||||||
Form of Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 13, 2021) | ||||||||
Form of Market Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 13, 2021) | ||||||||
Indemnification Agreement between Trean Insurance Group, Inc. and each of its directors and executive officers (filed as Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 filed on June 19, 2020 and incorporated by reference herein) | ||||||||
Voting and Support Agreement, dated as of December 15, 2022, by and among Trean Insurance Group, Inc., AHP-BHC LLC, AHP-TH LLC, ACP-BHC LLC, ACP-TH LLC and Altaris Partners, LLC (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 19, 2022 and incorporated by reference herein) | ||||||||
Fiscal Agency Agreement, dated as of August 24, 2022, by and between Benchmark Insurance Company and The Bank of New York Mellon (filed as exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on August 30, 2022 and incorporated by reference herein) | ||||||||
Amended and Restated Credit Agreement, dated as of May 26, 2020, among Trean Holdings LLC, Trean Corporation, Trean Compstar Holdings LLC, Benchmark Administrators, LLC and First Horizon Bank, N.A. (filed as Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 filed on June 19, 2020 and incorporated by reference herein) | ||||||||
Second Amended and Restated Credit Agreement, dated as of July 16, 2020, among Trean Insurance Group, Inc., Trean Corporation, Trean Compstar Holdings LLC, Benchmark Administrators, LLC and First Horizon Bank, N.A. (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K filed March 26, 2021) | ||||||||
First Amendment to Second Amended and Restated Credit Agreement by and among Trean Insurance Group, Inc., Trean Corporation, Trean Compstar Holdings LLC, Benchmark Administrators, LLC, the lenders party thereto and First Horizon Bank, N.A., as administrative agent, dated May 6, 2022 (filed as exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 4, 2022 and incorporated by reference herein) | ||||||||
Second Amendment to Second Amended and Restated Credit Agreement by and among Trean Insurance Group, Inc., Trean Corporation, Benchmark Administrators, LLC, the lenders party thereto and First Horizon Bank, N.A., as administrative agent, dated September 28, 2022 (filed as exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on October 4, 2022 and incorporated by reference herein) | ||||||||
Third Amendment to Second Amended and Restated Credit Agreement by and among Trean Insurance Group, Inc., Trean Corporation, Benchmark Administrators, LLC, the lenders party thereto and First Horizon Bank, as administrative agent, dated December 15, 2022 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 19, 2022 and incorporated by reference herein) | ||||||||
21.1+ | Subsidiaries of Trean Insurance Group, Inc. | |||||||
23.1+ | Consent of Independent Registered Public Accounting Firm | |||||||
31.1+ | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
31.2+ | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
31.3** | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended | |||||||
31.4** | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended | |||||||
32.1+ | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
32.2+ | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
TREAN INSURANCE GROUP, INC. | ||||||||||||||||||||
By: | /s/ Julie A. Baron | |||||||||||||||||||
Julie A. Baron Chief Executive Officer and President |
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