![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Name | Symbol | Market | Type |
---|---|---|---|
Maiden Holdings, Ltd. Pref Shs Ser A (Bermuda) | NYSE:MHPA | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Bermuda
|
98-0570192
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Shares, par value $0.01 per share
|
|
NASDAQ Global Select Market
|
Series A Preference Shares, par value $0.01 per share
|
|
New York Stock Exchange, Inc.
|
Series C Preference Shares, par value $0.01 per share
|
|
New York Stock Exchange, Inc.
|
Series D Preference Shares, par value $0.01 per share
|
|
New York Stock Exchange, Inc.
|
Large Accelerated Filer
x
|
Accelerated Filer
o
|
Non-Accelerated Filer
o
|
(Do not check if a smaller reporting company)
|
|
Smaller Reporting Company
o
|
|
Emerging growth company
o
|
|
|
|
Page
|
|
PART III
|
|
|
PART IV
|
|
|
||
|
|
|
|
|
|
•
|
review and approve all related party transactions, as well as any subsequent modifications thereto, for actual or potential conflict of interest situations on an ongoing basis;
|
•
|
review and discuss with appropriate members of our management and the independent auditors our audited financial statements, related accounting and auditing principles, practices and disclosures;
|
•
|
review and discuss our audited annual and unaudited quarterly financial statements prior to the filing of such statements;
|
•
|
establish procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding our financial statements or accounting policies;
|
•
|
review reports from the independent auditors on all critical accounting policies and practices to be used for our financial statements and discuss with the independent auditor the critical accounting policies and practices used in the financial statements;
|
•
|
assist the Enterprise Risk Management Committee in its responsibility for oversight of risk management, including cybersecurity;
|
•
|
obtain reports from our management and internal auditors that we and our subsidiaries are in compliance with the applicable legal requirements and our Code of Business Conduct and Ethics, and advise our Board of Directors about these matters; and
|
•
|
monitor the adequacy of our operating and internal controls as reported by management and the independent or internal auditors.
|
•
|
reviewing and approving corporate and individual goals and objectives relevant to the compensation of our Chief Executive Officer and other named executive officers;
|
•
|
evaluating the performance of our Chief Executive Officer and other executive officers in light of such corporate and individual goals and objectives and, based on that evaluation, together with the other independent directors if directed by the Board of Directors, determining the base salary and bonus of the Chief Executive Officer and other executive officers and reviewing the same on an ongoing basis;
|
•
|
reviewing all related party transactions involving compensatory matters;
|
•
|
establishing and administering equity-based compensation under the Amended and Restated 2007 Share Incentive Plan (the “Plan”) and any other incentive plans and approving all grants made pursuant to such plans; and
|
•
|
making recommendations to our Board of Directors regarding non-employee director compensation and any equity-based compensation plans.
|
•
|
establishing the criteria for membership on our Board of Directors and certain subsidiaries;
|
•
|
reviewing periodically the structure, size and composition of our Board of Directors and making recommendations to the board as to any necessary adjustments;
|
•
|
identifying individuals qualified to become directors for recommendation to our Board of Directors;
|
•
|
identifying and recommending for appointment to our Board of Directors, directors qualified to fill vacancies on any committee of our Board of Directors;
|
•
|
having sole authority to select, retain and terminate any consultant or search firm to identify director candidates and having sole authority to approve the consultant or search firm’s fees and other retention terms;
|
•
|
considering matters of corporate governance, developing and recommending to the board a set of corporate governance principles and our Code of Business Conduct and Ethics, as well as recommending to the board any modifications thereto;
|
•
|
considering questions of actual or possible conflicts of interest, including related party transactions, of members of our Board of Directors and of senior executives of our Company;
|
•
|
developing and recommending to our Board of Directors for its approval an annual board and committee self-evaluation process to determine the effectiveness of their functioning; and
|
•
|
exercising oversight of the evaluation of the board, its committees and management.
|
Name
|
|
Age
|
|
Position(s)
|
Lawrence F. Metz
|
|
46
|
|
President and Chief Executive Officer
|
Patrick J. Haveron
|
|
57
|
|
Executive Vice President, Chief Financial Officer and Chief Operating Officer
|
William Jarman
|
|
44
|
|
Senior Vice President, Chief Actuary
|
Denis M. Butkovic
|
|
46
|
|
Senior Vice President, General Counsel and Secretary
|
Michael Haines
|
|
63
|
|
Senior Vice President - Finance
|
•
|
Competitive market data derived from our compensation peer group and compensation surveys;
|
•
|
Past individual performance;
|
•
|
Past Company performance;
|
•
|
Internal pay equity;
|
•
|
Recommendations of Messrs. Metz and Haveron;
|
•
|
Feedback from each independent director on the Board of Directors; and
|
•
|
Advice from our independent compensation consultant.
|
•
|
Managing the Company's overall business and operating strategy;
|
•
|
Successfully leading the Strategic Review process via a series of the following transformational transactions to improve the solvency of the Company, simplify the organizational structure of the Company and cure the ECR breach and position the Company for improved results in 2019 and beyond including the following:
|
◦
|
Renewal Rights Agreement with Transatlantic Reinsurance Company;
|
◦
|
Sale of Maiden Reinsurance North America, Inc. to Enstar Holdings (US) LLC;
|
◦
|
Sale of U.S. casualty facultative reinsurance team to Sompo Group;
|
◦
|
Sale of AVS Automotive Versicherungs Service GmbH and related European subsidiaries to Allianz Partners, including a three-year quota share reinsurance agreement with Allianz;
|
◦
|
Sale of Maiden Russia;
|
◦
|
Negotiating the partial termination of the AmTrust Quota Share Reinsurance Agreement on a cut-off basis effective January 1, 2019 and then negotiating the ultimate termination of both the remaining AmTrust Quota Share Reinsurance Agreement and European Hospital Liability Quota Share Agreement on a run-off basis effective January 1, 2019; and
|
◦
|
Negotiating Master Transaction Agreements with Enstar to protect the Company’s loss reserve position and strengthen and stabilize its capital position and solvency ratios.
|
•
|
Maintaining an effective working relationship and improving communication with the Board of Directors;
|
•
|
Reducing operating expenses by more than $50 million on an annualized basis; and
|
•
|
Enhancing the risk management framework for the Company.
|
Business Performance Metric
|
|
Weight
|
|
2018-20 Target
|
|
2018-20 Actual as % of Target (1 year performance)
|
|
2018-20 Calculated Payout
|
||||
OROE
|
|
40.00
|
%
|
|
15.00
|
%
|
|
—
|
%
|
|
—
|
%
|
Combined Ratio
|
|
30.00
|
%
|
|
99.00
|
%
|
|
—
|
%
|
|
—
|
%
|
Revenue Growth
|
|
20.00
|
%
|
|
10.00
|
%
|
|
—
|
%
|
|
—
|
%
|
Operating Expenses
|
|
10.00
|
%
|
|
2.81
|
%
|
|
76.63
|
%
|
|
7.66
|
%
|
Total
|
|
100.00
|
%
|
|
|
|
|
|
7.66
|
%
|
Business Performance Metric
|
|
Weight
|
|
2017-19 Target
|
|
2017-19 Actual as % of Target (average 2 year performance)
|
|
2017-19 Calculated Payout
|
||||
OROE
|
|
40.00
|
%
|
|
14.50
|
%
|
|
—
|
%
|
|
—
|
%
|
Combined Ratio
|
|
30.00
|
%
|
|
99.00
|
%
|
|
—
|
%
|
|
—
|
%
|
Revenue Growth
|
|
20.00
|
%
|
|
10.00
|
%
|
|
29.50
|
%
|
|
5.90
|
%
|
Operating Expenses
|
|
10.00
|
%
|
|
2.75
|
%
|
|
91.51
|
%
|
|
9.15
|
%
|
Total
|
|
100.00
|
%
|
|
|
|
|
|
15.05
|
%
|
Business Performance Metric
|
|
Weight
|
|
2016-18 Target
|
|
2016-18 Actual as % of Target
|
|
2016-18 Calculated Payout
|
||||
OROE
|
|
40.00
|
%
|
|
13.00
|
%
|
|
4.10
|
%
|
|
1.64
|
%
|
Combined Ratio
|
|
30.00
|
%
|
|
97.50
|
%
|
|
—
|
%
|
|
—
|
%
|
Revenue Growth
|
|
20.00
|
%
|
|
10.00
|
%
|
|
40.67
|
%
|
|
8.13
|
%
|
Operating Expenses
|
|
10.00
|
%
|
|
2.65
|
%
|
|
92.24
|
%
|
|
9.22
|
%
|
Total
|
|
100.00
|
%
|
|
|
|
|
|
18.99
|
%
|
•
|
On August 8, 2018, the grant of restricted shares, with a grant date fair value of
$1,000,000
, to Mr. Metz in recognition of his appointment to the position of President and CEO. These restricted shares vest one-third on each anniversary of the grant date.
|
•
|
On November 6, 2018, the grant of restricted shares, with a grant date fair value of
$405,965
, to Mr. Haveron in recognition of his appointment to the position of CFO/COO. These restricted shares vest one-third on each anniversary of the grant date.
|
Steven H. Nigro, Chairman
|
Simcha G. Lyons
|
Raymond M. Neff
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus(1)
|
|
Stock Awards
|
|
|
Option Awards
|
|
Non-Equity Incentive Plan Compensation(2)
|
|
All Other Compensation
|
|
|
Total
|
||||||||||||||||
Lawrence F. Metz President and Chief Executive, Maiden Holdings, Ltd.
|
|
2018
|
|
$
|
547,913
|
|
|
$
|
250,000
|
|
|
$
|
1,230,950
|
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,158
|
|
(4
|
)
|
|
$
|
2,051,021
|
|
|
2017
|
|
$
|
461,900
|
|
|
$
|
—
|
|
|
$
|
230,950
|
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
150,000
|
|
|
$
|
14,500
|
|
(4
|
)
|
|
$
|
857,350
|
|
|
|
2016
|
|
$
|
461,900
|
|
|
$
|
—
|
|
|
$
|
230,950
|
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
83,165
|
|
|
$
|
14,202
|
|
(4
|
)
|
|
$
|
790,217
|
|
|
Patrick J. Haveron Chief Financial Officer & Chief Operating Officer, Maiden Holdings, Ltd. and President, Maiden Reinsurance Ltd.
|
|
2018
|
|
$
|
543,600
|
|
|
$
|
250,000
|
|
|
$
|
665,965
|
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
284,101
|
|
(6
|
)
|
|
$
|
1,743,666
|
|
|
2017
|
|
$
|
501,600
|
|
|
$
|
—
|
|
|
$
|
250,800
|
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
117,563
|
|
|
$
|
241,120
|
|
(8
|
)
|
|
$
|
1,111,083
|
|
|
|
2016
|
|
$
|
501,600
|
|
|
$
|
—
|
|
|
$
|
250,800
|
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
104,207
|
|
|
$
|
268,390
|
|
(8
|
)
|
|
$
|
1,124,997
|
|
|
Arturo M. Raschbaum Former President and Chief Executive Officer, Maiden Holdings, Ltd.
|
|
2018
|
|
$
|
670,833
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,333,661
|
|
(9
|
)
|
|
$
|
3,254,494
|
|
|
|
2017
|
|
$
|
1,000,000
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
201,754
|
|
(10
|
)
|
|
$
|
1,451,754
|
|
||
|
2016
|
|
$
|
1,000,000
|
|
|
$
|
460,000
|
|
|
$
|
1,000,000
|
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
217,423
|
|
(10
|
)
|
|
$
|
2,677,423
|
|
|
Karen L. Schmitt Executive Vice President - Finance and Former Chief Financial Officer, Maiden Holdings, Ltd.
|
|
2018
|
|
$
|
600,000
|
|
|
$
|
—
|
|
|
$
|
390,000
|
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,314,764
|
|
(13
|
)
|
|
$
|
3,304,764
|
|
|
2017
|
|
$
|
600,000
|
|
|
$
|
—
|
|
|
$
|
390,000
|
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
187,500
|
|
|
$
|
329,237
|
|
(8
|
)
|
|
$
|
1,506,737
|
|
|
|
2016
|
|
$
|
600,000
|
|
|
$
|
—
|
|
|
$
|
390,000
|
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
174,510
|
|
|
$
|
338,560
|
|
(8
|
)
|
|
$
|
1,503,070
|
|
|
Thomas H. Highet
Former President, Maiden Reinsurance North America (formerly owned subsidiary) |
|
2018
|
|
$
|
309,423
|
|
|
$
|
—
|
|
|
$
|
235,000
|
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,375
|
|
(14
|
)
|
|
$
|
555,798
|
|
|
2017
|
|
$
|
450,000
|
|
|
$
|
—
|
|
|
$
|
225,000
|
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
84,375
|
|
|
$
|
12,391
|
|
(15
|
)
|
|
$
|
771,766
|
|
|
|
2016
|
|
$
|
450,000
|
|
|
$
|
—
|
|
|
$
|
225,000
|
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
70,116
|
|
|
$
|
12,391
|
|
(15
|
)
|
|
$
|
757,507
|
|
(1)
|
Amount shown reflects discretionary cash awards for Executive's performance during that year granted in the first quarter of the following year.
|
(2)
|
Represents cash awards earned for performance in accordance with the Annual Incentive Plan and reported in the Compensation and Management Discussion.
|
(3)
|
Represents the aggregate grant date fair market value of performance based restricted share unit awards granted to the named executive officer as determined in accordance with Accounting Standards Codification Topic No. 718, "Compensation Stock Discussion," using the assumptions described in Note 14 to the Financial Statements included in our Annual Report on Form 10-K filed with the SEC. The value of the performance based restricted shares at grant date fair market value in February 2018 was $230,950, but this grant was partially paid out in March 2019 and was retired. At the discretion of the Compensation Committee in August 2018, Mr. Metz was granted 135,135 restricted shares subject to a three year vesting with one third vested on the first anniversary of the grant date, one third on the second anniversary of the grant date and the remaining on the third anniversary of the grant date. The restricted shares were awarded with voting and dividend rights. The value of the restricted shares at grant date fair market value for Mr. Metz was $1,000,000.
|
(4)
|
Amount shown reflects payments related to life insurance, car allowance and executive physical.
|
(5)
|
Represents the aggregate grant date fair market value of performance based restricted share unit awards granted to the named executive officer as determined in accordance with Accounting Standards Codification Topic No. 718, "Compensation Stock Discussion," using the assumptions described in Note 15 to the Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 15, 2019. The value of the performance based restricted shares at grant date fair market value for Ms. Schmitt was $390,000, Mr. Haveron was $250,800, Mr. Metz was $230,950 and Mr. Highet was $225,000. At maximum plan performance, the performance based restricted share units would be estimated at 200% value of the grant date fair market value variable to the fair market value of common shares as of the settlement date. For the February 2017 grant, Messrs. Metz and Haveron received partial payouts and more fully described in this Amended Filing and was retired. For the February 2016 grant, Messrs. Metz and Haveron received payouts and more fully described in this Amended Filing.
|
(6)
|
Amount shown reflects the costs related to commuting to our office in Bermuda and related lodging expenses, car allowance, tax equalization, life insurance, and Bermuda Social Insurance.
|
(7)
|
Represents the aggregate grant date fair market value of performance based restricted share unit awards granted to the named executive officer as determined in accordance with Accounting Standards Codification Topic No. 718, "Compensation Stock Discussion," using the assumptions described in Note 15 to the Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 15, 2019. The value of the performance based restricted shares at grant date fair market value in February 2018 was $260,000, but this grant was partially paid out in March 2019 and was retired. At maximum plan performance, the performance based restricted share units would be estimated at 200% value of the grant date fair market value variable to the fair market value of common shares as of the settlement date. At the discretion of the Compensation Committee in November 2018, Mr. Haveron was granted 111,836 restricted shares subject to a three year vesting with one third vested on the first anniversary of the grant date, one third on the second anniversary of the grant date and the remaining on the third anniversary of the grant date. The restricted shares were awarded with voting and dividend rights. The value of the restricted shares at grant date fair market value for Mr. Haveron was $405,965.
|
(8)
|
Amount shown reflects the costs related to commuting to our office in Bermuda and related lodging expenses, car allowance, tax equalization, life insurance and Bermuda social insurance.
|
(9)
|
Mr. Raschbaum retired from his position as President and Chief Executive Officer on September 1, 2018. On September 30, 2018, Mr. Raschbaum signed a separation agreement with Maiden Holdings, Ltd, agreeing to forfeit any of his remaining outstanding equity in exchange for a release payment of $2,200,000 which he received in the fourth quarter of 2018. Amount shown reflects this payment as well as costs related to commuting to our office in Bermuda and associated lodging expenses, tax equalization, life insurance, and Bermuda social insurance.
|
(10)
|
Amount shown reflects payments related to the costs of commuting to our office in Bermuda and associated lodging expenses, tax equalization, life insurance, and Bermuda social insurance.
|
(11)
|
Amount shown reflects the grant date fair market value of restricted share units granted to Mr. Raschbaum. The restricted share units vest one third on the first anniversary of the grant date, one third on the second anniversary of the grant date and one third on the third anniversary of the grant date. See footnote 9 above.
|
(12)
|
Represents the aggregate grant date fair market value of performance based restricted share unit awards granted to the named executive officer as determined in accordance with Accounting Standards Codification Topic No. 718, "Compensation Stock Discussion," using the assumptions described in Note 15 to the Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 15, 2019. The value of the performance based restricted shares at grant date fair market value for Ms. Schmitt was $390,000 and Mr. Highet was $235,000. At maximum plan performance, the performance based restricted share units would be estimated at 200% value of the grant date fair market value variable to the fair market value of common shares as of the settlement date. Per her settlement agreement, Ms. Schmitt forfeited her outstanding grants of restricted share units. Mr. Highet resigned from the Company on August 29, 2018 and thus forfeited his outstanding grants of restricted share units.
|
(13)
|
Ms. Schmitt retired from her position as Chief Financial Officer effective September 1, 2018 with a retirement date of March 1, 2019 under her new position as Executive Vice President - Finance. Ms. Schmitt signed a separation agreement with Maiden Holdings, Ltd. for which she received a payment of $2,000,000 on August 31, 2018 and another payment for $1,325,000 in March 2019 subsequent to her retirement from the Company on March 1, 2019. Amount shown reflects the third quarter 2018 payment only as well as payments related to commuting to our office in Bermuda and related lodging expenses, car allowance, tax equalization, life insurance and Bermuda social insurance.
|
(14)
|
Amount shown reflects payments related to life insurance, car allowance and executive physical.
|
(15)
|
Amount shown reflects payments related to life insurance and car allowance.
|
|
|
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|
All Other Stock Awards:
|
|
|
||||||
Name
|
|
Grant Date
|
|
Target
(1) |
Maximum (#)
|
|
Number of Shares of Stock Units and Restricted Shares (#)
|
|
Grant Date Fair Value of Stock Awards (2)
|
|||||
Lawrence F. Metz
|
|
February 19, 2018
|
|
32,076
|
|
64,152
|
|
|
135,135
|
|
|
$
|
1,230,950
|
|
Patrick J. Haveron
|
|
February 19, 2018
|
|
36,111
|
|
72,222
|
|
|
111,836
|
|
|
$
|
665,965
|
|
Arturo M. Raschbaum
|
|
February 19, 2018
|
|
—
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Karen L. Schmitt
|
|
February 19, 2018
|
|
54,167
|
|
108,334
|
|
|
—
|
|
|
$
|
390,000
|
|
Thomas H. Highet
|
|
February 19, 2018
|
|
32,639
|
|
65,278
|
|
|
—
|
|
|
$
|
235,000
|
|
(1)
|
Represents target grant of performance restricted share units for the 2018-2020 Long Term Incentive Plan (LTIP). The LTIP was retired at the end of 2018 and this grant, in addition to the 2017-2019 cycle performance restricted share unit grants were vested for settlement in 2019 based on the pro-rated performance through 2018 and a partial portion of the original target for Mr. Metz and Mr. Haveron. Mr. Highet, who resigned on August 27, 2018, and Ms. Schmitt who retired on March 1, 2019 have forfeited their grants. For Mr. Metz, this represents $230,950 granted under the LTIP, for Mr. Haveron this represents $260,000 granted under the LTIP though these were partially paid out as more fully described in this Amended Filing.
|
(2)
|
Represents the aggregate grant date fair value of option awards, restricted shares and performance restricted share unit awards granted to our named executive officers as determined in accordance with ASC 718 using the assumptions described in the
"Notes to the Consolidated Financial Statements
Note 15. Share Compensation and Pension Plans"
included under
Item 8. Financial Statements and Supplementary Data
included in our Annual Report on Form 10-K for the year ended December 31, 2018.
|
|
|
Option Awards
|
|
Share Awards
|
|||||||||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable (1)
|
|
Option Exercise Price
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested Unexercised
|
|
Market Value of Shares or Units of Stock That Have Not Vested
(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (3)
|
||||||||||||
Lawrence F. Metz
|
|
8,000
|
|
|
$
|
5.11
|
|
|
6/1/2019
|
|
135,135
|
|
|
$
|
1,000,000
|
|
|
17,549
|
|
(4
|
)
|
|
$
|
28,956
|
|
||
|
50,000
|
|
|
$
|
7.25
|
|
|
3/4/2020
|
|
|
|
|
|
13,788
|
|
(4
|
)
|
|
$
|
22,750
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
32,076
|
|
(4
|
)
|
|
$
|
52,925
|
|
|||||||||
Patrick J. Haveron
|
|
30,000
|
|
|
$
|
7.25
|
|
|
3/4/2020
|
|
111,836
|
|
|
$
|
405,965
|
|
|
19,058
|
|
(4
|
)
|
|
$
|
31,446
|
|
||
|
|
|
|
|
|
|
|
|
|
|
14,973
|
|
(4
|
)
|
|
$
|
24,705
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
36,111
|
|
(4
|
)
|
|
$
|
59,583
|
|
|||||||||
Arturo M. Raschbaum
|
|
—
|
|
(5
|
)
|
$
|
—
|
|
|
|
|
—
|
|
(6
|
)
|
|
|
|
|
|
|
||||||
Karen L. Schmitt
|
|
32,200
|
|
|
$
|
4.45
|
|
|
2/24/2019
|
|
|
|
|
|
|
(7
|
)
|
|
|
||||||||
|
50,000
|
|
|
$
|
7.25
|
|
|
3/4/2020
|
|
|
|
|
|
|
(7
|
)
|
|
|
|||||||||
Thomas H. Highet
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
(1)
|
Under the Plan, 25% of the options will become exercisable on the first anniversary of the grant date, with an additional 6.25% of the options vesting each quarter thereafter based on the executive's continued employment over a four-year period.
|
(2)
|
These restricted shares granted shall vest one-third annually on the each anniversary of the grant date over a three-year period. The restricted shares have both dividend and voting rights.
|
(3)
|
To calculate the value in this column, the closing price of the Company's stock as per NASDAQ on
December 31, 2018
of
$1.65
was used.
|
(4)
|
These restricted share units shall vest based upon the achievement of certain performance criteria relating to return on equity, combined ratio, revenue growth and operating expense during the respective performance period assigned to such grants (usually three years). The target award listed in this column represents 100% of the target award, and 0% to 200% of such target award may vest depending upon the degree to which the performance targets are met. The LTIP was retired at the end of 2018 and this grant, in addition to the 2017-2019 and 2018-2020 cycle performance restricted share unit grants were vested for settlement in 2019 based on the pro-rated performance through 2018 and a partial portion of the original target for Mr. Metz and Mr. Haveron. Mr. Highet, who resigned on August 27, 2019, and Ms. Schmitt who retired on March 1, 2019 have forfeited their grants under the LTIP. For Mr. Metz, this represents $230,950 granted under the LTIP and for Mr. Haveron this represents $260,000 granted under the LTIP.
|
(5)
|
Mr. Raschbaum retired from his position as President and Chief Executive Officer effective September 1, 2018. On September 30, 2018, Mr. Raschbaum signed a separation agreement with Maiden Holdings, Ltd, in which he agreed to forfeit his remaining outstanding equity in exchange for a release payment of $2,200,000 that he received in the fourth quarter 2018. Mr. Raschbaum’s remaining outstanding equity that he forfeited included: 229,514 vested unexercised share options granted at $3.28 with an expiration date of November 12, 2018; 333,333 vested unexercised share options granted at $7.25 with an expiration date of November 12, 2019; and 333,333 vested unexercised share options granted at $7.85 with an expiration date of November 12, 2020.
|
(6)
|
In accordance with Mr. Raschbaum’s separation agreement entered into on September 30, 2018, he forfeited 25,330 non-performance restricted stock units that were scheduled to vest on February 15, 2019.
|
(7)
|
Ms. Schmitt retired from the Company on March 1, 2019. Upon her retirement, Ms. Schmitt forfeited the following three target grants of restricted share units: 29,635, 23,284 and 54,167. These restricted share units were to vest based upon the achievement of certain performance criteria relating to return on equity, combined ratio, revenue growth and operating expense during the respective performance period assigned to such grant (usually three years). The target grants listed above represent 100% of the target award, and 0% to 200% of such target awards could have vested depending upon the degree to which the performance targets were met.
|
(8)
|
Mr. Highet resigned from the Company on August 29, 2018 upon the completion of the renewal rights transaction with TransAtlantic Reinsurance. Upon his resignation, Mr. Highet forfeited the following three target grants of restricted share units: 17,097, 13,433 and 32,639. These restricted share units were to vest based upon the achievement of certain performance criteria relating to return on equity, combined ratio, revenue growth and operating expense during the respective performance period assigned to such grants (usually three years). The target grants listed above represent 100% of the target award, and 0% to 200% of such target awards could have vested depending upon the degree to which the performance targets were met.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||
Name
|
|
Number of Shares Acquired on Exercise
|
|
Value Realized on Exercise
|
|
Number of Shares Acquired on Vesting
|
|
Value Realized on Vesting
|
|||||
Lawrence F. Metz
|
|
—
|
|
|
$
|
—
|
|
|
6,191
|
|
(1)
|
|
|
Arturo M. Raschbaum
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
Karen L. Schmitt
|
|
—
|
|
|
$
|
—
|
|
|
24,704
|
|
|
|
|
Patrick J. Haveron
|
|
—
|
|
|
$
|
—
|
|
|
15,793
|
|
|
|
|
Thomas H. Highet
|
|
—
|
|
|
$
|
—
|
|
|
7,484
|
|
(2)
|
|
|
•
|
the median of the annual total compensation of all employees of our company (other than our CEO) was $154,156, and
|
•
|
the annual total compensation of our CEO, as reported in the Summary Compensation Table included on page 14 of this Amended Filing, was
$2,051,021
.
|
Name
|
|
Fees Earned or Paid in Cash
(1)
|
|
Restricted Share Units (2)
|
|
Total
|
||||||
Barry D. Zyskind
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Raymond M. Neff
|
|
100,000
|
|
|
52,500
|
|
|
152,500
|
|
|||
Simcha G. Lyons
|
|
100,000
|
|
|
52,500
|
|
|
152,500
|
|
|||
Yehuda L. Neuberger
|
|
100,000
|
|
|
52,500
|
|
|
152,500
|
|
|||
Steven H. Nigro
|
|
120,000
|
|
|
61,250
|
|
|
181,250
|
|
(1)
|
The amounts represent annual cash retainer for board service and, as applicable, retainers for board committee service or service as chairman of a board committee and fees for attendance at board meetings and, as applicable, committee meetings.
|
(2)
|
Represents the aggregate grant date fair value of restricted share units held by the director determined in accordance with ASC 718, using the assumptions described in "
Notes to Consolidated Financial Statements Note 15. Share Compensation and Pension Plans"
included under
Item 8. Financial Statements and Supplementary Data
included in our Annual Report on Form 10-K filed with the SEC for the fiscal year 2018 on March 15, 2019.
|
Name
|
|
Grant Date Fair Value
|
|
Stock Awards
|
|
Options Outstanding at December 31, 2018
|
||||
Barry D. Zyskind
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
Raymond M. Neff
|
|
$
|
8.75
|
|
|
6,000
|
|
|
48,000
|
|
Simcha G. Lyons
|
|
$
|
8.75
|
|
|
6,000
|
|
|
24,000
|
|
Yehuda L. Neuberger
|
|
$
|
8.75
|
|
|
6,000
|
|
|
48,000
|
|
Steven H. Nigro
|
|
$
|
8.75
|
|
|
7,000
|
|
|
18,000
|
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights (b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
|
|||||
Equity compensation plans approved by security holders
|
|
1,117,910
|
|
(1
|
)
|
$
|
4.66
|
|
|
6,360,986
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
1,117,910
|
|
|
$
|
4.66
|
|
|
6,360,986
|
|
(1)
|
The performance based restricted share units included in this number were calculated as if such units vested at 100% at the end of the performance period.
|
Name and Address of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
||
Barry D. Zyskind, c/o Maiden Holdings, Ltd.
Ideation House, 2nd Floor, 94 Pitts Bay Road, Pembroke HM08, Bermuda
|
|
6,374,292
|
|
(1)
|
7.5
|
%
|
Leah Karfunkel c/o Maiden Holdings, Ltd.
Ideation House, 2nd Floor, 94 Pitts Bay Road, Pembroke HM08, Bermuda |
|
6,792,600
|
|
(2)
|
8.0
|
%
|
683 Capital Partners, LP
3 Columbus Circle, Suite 2205, New York, NY 10019
|
|
7,876,964
|
|
(3)
|
9.3
|
%
|
Dimensional Fund Advisors LP
Building One, 6300 Bee Cave Road, Austin, TX 78746
|
|
6,588,465
|
|
(4)
|
7.8
|
%
|
Catalina Holdings (Bermuda) Ltd.
Cumberland House, 1 Victoria Street (7th floor), Hamilton HM11, Bermuda
|
|
6,643,981
|
|
(5)
|
7.8
|
%
|
(1)
|
Based on Amendment No. 2 to Schedule 13D filed with the SEC on June 23, 2016, and Form 4 filed with the SEC on March 31, 2017. Mr. Zyskind holds 220,000 of these common shares as a custodian for his children under the Uniform Transfers to Minors Act.
|
(2)
|
Based on Amendment No. 6 to Schedule 13D of Leah Karfunkel filed with the SEC on June 23, 2016, Leah Karfunkel beneficially owns 5,500,470 common shares held indirectly as a trustee of the Michael Karfunkel 2005 Family Trust. Leah Karfunkel is the wife of Michael Karfunkel. Leah Karfunkel disclaims beneficial ownership of these shares held by the HOD Foundation, a charitable foundation.
|
(3)
|
Based on Schedule 13D filed with the SEC on March 22, 2019; 683 Capital Partners, LP (“683 Capital”) jointly filed with 3 other Reporting Persons: 683 Capital GP, LLC (“683 GP” the General Partner of 683 Capital), 683 Capital Management, LLC (“683 Management” the investment manager of 683 GP) and Ari Zweiman, the managing member of 683 GP and 683 Management.
|
(4)
|
Based on Amendment No. 5 to Schedule 13G filed with the SEC on February 8, 2019.
|
(5)
|
Based on Amendment No. 1 to Schedule 13D filed with the SEC on September 14, 2018.
|
Name of Beneficial Owner**
|
|
Amount & Nature of Beneficial Ownership
|
|
Percent of Class(1)
|
|
Barry D. Zyskind
|
|
6,374,292
|
|
(2)
|
7.5%
|
Arturo M. Raschbaum
|
|
433,171
|
|
(3)
|
*
|
Karen L. Schmitt
|
|
355,948
|
|
(4)
|
*
|
Patrick J. Haveron
|
|
1,242,458
|
|
(5)
|
1.5%
|
Thomas H. Highet
|
|
47,799
|
|
(6)
|
*
|
Lawrence F. Metz
|
|
885,076
|
|
(7)
|
1.0%
|
Simcha G. Lyons
|
|
76,505
|
|
(8)
|
*
|
Raymond M. Neff
|
|
420,500
|
|
(9)
|
*
|
Yehuda L. Neuberger
|
|
319,000
|
|
(10)
|
*
|
Steven H. Nigro
|
|
47,000
|
|
(11)
|
*
|
All executive officers and directors as a group (10 persons)
|
|
10,201,749
|
|
|
12.0%
|
*
|
Less than one percent.
|
**
|
The address of each beneficial owner listed in the table is c/o Maiden Holdings, Ltd., Ideation House, 2nd Floor, 94 Pitts Bay Road, Pembroke HM08, Bermuda.
|
(1)
|
Based on
84,957,096
common shares outstanding at April 12, 2019 plus shares that the beneficial owner has the right to acquire within 60 days of April 12, 2019 upon exercise of share options.
|
(2)
|
Mr. Zyskind holds 220,000 of these common shares as a custodian for his children under the Uniform Transfers to Minors Act.
|
(3)
|
Mr. Raschbaum is no longer a named executive officer of the Company and no longer makes public filings regarding his common share holdings of the Company, thus this is based on the most recent public filings. Mr. Raschbaum retired from his position as President and Chief Executive Officer on September 1, 2018. On September 30, 2018, Mr. Raschbaum signed a separation agreement with Maiden Holdings, Ltd, in which he agreed to forfeit any of his remaining outstanding equity in exchange for a release payment of $2,200,000 which he received during the fourth quarter of 2018. He forfeited 896,180 vested share options which were granted on November 12, 2008, November 12, 2009 and November 12, 2010 and 25,330 restricted share units which were scheduled to vest into common shares in February 2019.
|
(4)
|
Ms. Schmitt is no longer a named executive officer of the Company and no longer makes public filings regarding her common share holdings of the Company, thus this is based on the most recent public filings. The amount shown above includes vested options to acquire
82,200
common shares granted on February 24, 2009 and March 4, 2010. Ms. Schmitt announced her retirement in the third quarter 2018 with a planned retirement date of March 1, 2019. As part of a signed separation agreement with Maiden Holdings, Ltd, Ms. Schmitt agreed to forfeit any of her remaining unvested performance restricted share units in exchange for a release payment for which she received a payment of $2,000,000 on August 31, 2018 and another payment for $1,325,000 in March 2019. She forfeited unvested performance restricted share units of 29,635, 23,284 and 54,167 granted on February 15, 2016, February 21, 2017 and February 19, 2018, respectively.
|
(5)
|
The amount shown above includes vested options to acquire
30,000
common shares granted to Mr. Haveron on March 4, 2010. It also includes
111,836
restricted shares vesting one third annually on the anniversary of the grant date into common shares on November 6, 2019, November 6, 2020 and November 6, 2021, respectively, and 967,742 restricted shares vesting 50% on March 20, 2020 and 50% on March 20, 2021 which Mr. Haveron has the ability to vote, but is restricted from transferring until their respective vesting dates.
|
(6)
|
Mr. Highet is no longer a named executive officer of the Company and no longer makes public filings regarding his common share holdings of the Company, thus this is based on the most recent public filings. Mr. Highet resigned from the Company on August 29, 2018 upon completion of the renewal rights transaction with TransAtlantic Re.
|
(7)
|
The amount shown above includes vested options to acquire
58,000
common shares granted on June 1, 2009 and March 4, 2010. It also includes
135,135
restricted shares vesting one third annually on the anniversary of the grant date into common shares on August 8, 2019, August 8, 2020 and August 8, 2021, respectively, and 645,161 restricted shares vesting 50% on March 20, 2020 and 50% on March 20, 2021 which Mr. Metz has the ability to vote, but is restricted from transferring until their respective vesting dates.
|
(8)
|
The amount shown above includes vested options to acquire
24,000
common shares granted on June 1, 2013, June 1, 2014, June 1, 2015 and June 1, 2016. It does not include
6,000
restricted share units which vest into common shares on June 1, 2019.
|
(9)
|
The amount shown above includes vested options to acquire
48,000
common shares granted on June 1, 2009, June 1, 2010, June 1, 2011, June 1, 2012, June 1, 2013, June 1, 2014, June 1, 2015 and June 1, 2016. It does not include
6,000
restricted share units which vest into common shares on June 1, 2019.
|
(10)
|
The amount shown above includes vested options to acquire
48,000
common shares granted on June 1, 2009, June 1, 2010, June 1, 2011, June 1, 2012, June 1, 2013, June 1, 2014 June 1, 2015 and June 1, 2016. It does not include
6,000
restricted share units which vest into common shares on June 1, 2019.
|
(11)
|
The amount shown above includes vested options to acquire
18,000
common shares granted on June 1, 2014, June 1, 2015 and June 1, 2016. It does not include
7,000
restricted share units which vest into common shares on June 1, 2019.
|
•
|
by lending funds in the amount of $167,975,000 at December 31, 2018 pursuant to a loan agreement entered into between those parties. Advances under the loan are secured by promissory notes. This loan was assigned by AII to AmTrust effective December 31, 2014 and is carried at cost. Effective December 18, 2017, interest is payable at a rate equivalent to the Federal Funds Effective Rate ("Fed Funds") plus 200 basis points per annum. Prior to that date, the interest was payable at a rate equivalent to one-month LIBOR plus 90 basis points per annum. On January 30, 2019, in connection with the termination of the reinsurance agreements described above, the Company and AmTrust entered into an amendment to the Loan Agreement between Maiden Bermuda, AmTrust and AII, originally entered into on November 16, 2007. The Amendment to the Loan Agreement provides for the extension of the maturity date to January 1, 2025 and acknowledges that due to the termination of the Reinsurance Agreement that no further loans or advances may be made pursuant to the Loan Agreement; and
|
•
|
effective December 1, 2008, Maiden Bermuda entered into a Reinsurer Trust Assets Collateral agreement to provide to AII sufficient collateral to secure its proportional share of AII's obligations to the U.S. AmTrust subsidiaries. The amount of the collateral, at December 31, 2018 was approximately $3,650,418,000 and the accrued interest was $23,283,000.
|
•
|
None of our directors served as a member of the compensation committee of another entity;
|
•
|
None of our executive officers served as a director of another entity; and
|
•
|
None of our executive officers served as a member of the compensation committee of another entity.
|
|
|
2018
|
|
2017
|
||||
Audit Fees
(1)
|
|
$
|
2,719,944
|
|
|
$
|
2,678,732
|
|
Audit-Related Fees
(2)
|
|
46,000
|
|
|
148,999
|
|
||
Tax Fees
(3)
|
|
62,400
|
|
|
5,750
|
|
||
Total
(4)(5)
|
|
$
|
2,828,344
|
|
|
$
|
2,833,481
|
|
(1)
|
Audit fees relate to professional services rendered in connection with: (i) the integrated audit of our annual financial statements and internal controls over financial reporting; (ii) the reviews of our quarterly consolidated financial statements included in our Form 10-Q quarterly reports and (iii) services performed in connection with filings of registration statements and comfort letters.
|
(2)
|
Audit-related fees relate to assurance and related services rendered to us that are not classified as audit fees.
|
(3)
|
Tax fees relate to services rendered to us for tax compliance, tax planning and advice.
|
(4)
|
Total fees for
2018
consist of Deloitte fees of
$2,428,344
and BDO fees of
$400,000
.
|
(5)
|
Total fees for
2017
consist of Deloitte fees of
$2,352,227
and BDO fees of
$481,254
.
|
Exhibit
No.
|
|
Description
|
|
Reference
|
31.1
|
|
|
†
|
|
31.2
|
|
|
†
|
|
32.1
|
|
|
†
|
|
32.2
|
|
|
†
|
|
MAIDEN HOLDINGS, LTD.
|
|
|
By:
|
|
April 30, 2019
|
|
/s/ Lawrence F. Metz
|
|
|
Lawrence F. Metz
President and Chief Executive Officer
|
|
|
|
1 Year Maiden Holdings, Ltd. Pref Shs Ser A (Bermuda) Chart |
1 Month Maiden Holdings, Ltd. Pref Shs Ser A (Bermuda) Chart |
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions