UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 27, 2025 (March 21, 2025)
Argo Group International Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-15259 | 98-0214719 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
501 7th Avenue
7th Floor
New York, New York 10018
(Address, Including Zip Code,
of Principal Executive Offices)
Registrant’s telephone number, including area code: (210) 321-8400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
6.500% Senior Notes due 2042 issued by Argo Group US, Inc. and the Guarantee with respect thereto | ARGD | New York Stock Exchange | ||
Share |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 21, 2025, Jessica Buss notified Argo Group International Holdings, Inc. (the “Company”) of her resignation as Chief Executive Officer of the Company, effective immediately (the “Resignation”). Ms. Buss’ decision is not due to any disagreement with the Company or the Board of Directors of the Company (the “Board”) on any matter relating to the Company’s operations, policies or practices.
In connection with the Resignation and effective immediately, Christopher Donahue, the Company’s Chief Financial Officer, was appointed as the Chief Executive Officer of the Company, and David Chan, the Company’s Chief Accounting Officer, was appointed as the Chief Financial Officer of the Company (collectively, the “Appointments”).
In connection with Mr. Chan’s new role, the Company has entered into an offer letter with Mr. Chan, dated as of March 24, 2025 (the “CFO Offer Letter”), pursuant to which Mr. Chan is entitled to receive an annual base salary of $425,000 and a target annual bonus opportunity of 60% of his base salary. In addition, the CFO Offer Letter provides that Mr. Chan will receive, subject to approval by the Board, a long-term incentive award with a target grant date value of $2,500,000 under the Company’s executive long-term incentive compensation plan. There is no change to the material terms of the Company’s current employment agreements with Mr. Donahue.
Mr. Donahue, 38, joined the Company as Chief Financial Officer in December 2023. Prior to joining the Company, Mr. Donahue served as Vice President and Senior Vice President at Brookfield Wealth Solutions Ltd. (“Brookfield”) since February 2023. Prior to joining Brookfield, Mr. Donahue was Vice President in the Financial Institutions Group of Lazard, from April 2018 to September 2021, and an Investment Banking Associate in the Financial Institutions Group of Morgan Stanley, from August 2015 to March 2018. There are no arrangements or understandings between Mr. Donahue and any other persons pursuant to which Mr. Donahue was selected as Chief Executive Officer of the Company. Mr. Donahue does not have any family relationships with any of the Company’s directors or executive officers. Mr. Donahue does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Chan, 44, joined the Company as Chief Accounting Officer in February 2022. Prior to joining the Company, Mr. Chan was the North American Controller and Vice President, Finance at AmTrust Financial Services from May 2017 to February 2022, where he was responsible for the overall accounting and financial reporting function and also led SOX remediation work. Earlier in his career, Mr. Chan worked at Moody’s in the Accounting Specialist Group as Vice President and Senior Accounting Analyst, supporting the global insurance practice from April 2015 to May 2017, served as a Director and Accounting Specialist at S&P Ratings Services from July 2013 to April 2015, and was employed at PricewaterhouseCoopers LLC in accounting roles of increasing responsibility from August 2004 to July 2013, where he spent over nine years in the assurance sector focused primarily on large public insurance companies. There are no arrangements or understandings between Mr. Chan and any other persons pursuant to which Mr. Chan was selected as Chief Financial Officer of the Company. Mr. Chan does not have any family relationships with any of the Company’s directors or executive officers. Mr. Chan does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the CFO Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the CFO Offer Letter, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure
On March 24, 2025, the Company issued a press release announcing certain management changes, including the Resignation and the Appointments, as described above. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
This Item 7.01 and Exhibit 99.1 are furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
No. | Exhibit | |
10.1 | Offer Letter, by and between Argo Group International Holdings, Inc. and David Chan, dated March 24, 2025. | |
99.1 | Press Release issued by Argo Group International Holdings, Inc., dated March 24, 2025. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
SIGNATURE
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.
Dated: March 27, 2025 | ARGO GROUP INTERNATIONAL HOLDINGS, INC. | ||
By: | /s/ Michael Tiliakos | ||
Name: | Michael Tiliakos | ||
Title: | General Counsel and Secretary |
3
Exhibit 10.1
March 24, 2025
David Chan
c/o david.chan@agrogroupus.com
Dear David,
Congratulations on your promotion to Chief Financial Officer of Argo Group International Holdings, Inc. (“Argo” or the “Company”). In your role, you will report to Christopher Donahue, Chief Executive Officer and will work out of the Company’s offices in New York, New York.
Effective Date
This offer and your role as Chief Executive Officer of the Company will become effective on the date of this Letter (“Effective Date”). Your employer will continue to be the Company’s subsidiary, BP&C Shared Services, Inc.
Compensation
During your employment as Chief Financial Officer of the Company, you will be paid an annual base salary of $425,000, payable in accordance with the Company’s standard payroll practices and subject to all withholdings and deductions as required or permitted by applicable law. As a Chief Financial Officer, your position will be classified as exempt and therefore not eligible for overtime pay.
You are eligible to participate in Argo’s Annual Incentive Compensation Plan (“AIP”) at a target participation rate equal to 60% of your annual base salary. Awards pursuant to the AIP are based on achievement of financial, operational, and individual goals, and are therefore not guaranteed, and any such discretionary award may be lower or higher than your target amount. These awards, if any, are based on the terms and conditions of the AIP as in effect from time to time and are subject to all withholdings and deductions as required by applicable law. For avoidance of doubt, in respect of the 2025 performance year, any award under the AIP will be calculated based on the base salary and target participation rate set forth above in respect of the period from and after the Effective Date and based on your prior base salary and target participation rate in respect of the period prior to the Effective Date. You must be actively employed with the expectation of continued employment at the time the award is paid in order to receive payment under the AIP.
In addition, you are eligible to participate in Argo’s Executive Long-Term Incentive Compensation Plan, subject to the eligibility and other provisions of the applicable agreement. Awards under the plan are subject to approval by the Board of Directors of Argo and are made on a discretionary basis and are typically awarded in March. We expect your grant to be $2,500,000, which represents an annual grant of $500,000 over the next five years. You should refer to the applicable agreement(s) for more information, including controlling terms and conditions.
Address: | Telephone: | Web: |
501 7th Avenue, 7th Floor | 210.321.8400 | www.argogroup.com |
New York, NY 10018 | 800.422.9120 toll free |
Benefits
You will continue to be eligible to participate in the Company’s benefits program. Your eligibility for these benefits continues to be subject to specific eligibility requirements and other terms, conditions, and restrictions in the applicable policy and/or plan.
Your participation in the Argo Group US 401(k) Retirement Savings Plan, also remains unchanged.
Our executives are expected to manage time off appropriately, while meeting business objectives timely. Your entitlement to paid and unpaid leave under applicable Company policies and procedures will remain unchanged.
Please note that the Company reserves the right to prospectively modify, reduce, amend, or terminate, without prior notice, any and all benefits, compensation, and/or bonus or award offerings, policies and/or plans in effect from time to time, to the extent permitted by applicable law.
Employment
Your employment with the Company is “at-will” and may be terminated at any time with or without cause by either the Company or yourself. Furthermore, although terms and conditions of employment with the Company may change, such changes will not affect the “at-will” employment relationship. This statement of the circumstances under which employment can be terminated constitutes the complete understanding between yourself and the Company. No other promises or statements are binding unless in writing and signed by you and an Officer of the Company with the approval of a member of the Company’s Board of Directors.
As a reminder, you have been provided with a company issued mobile phone which is configured with all necessary Argo applications. Personal applications, photos, music and text messages are not supported by the DTS Service Desk; installation and setup are your responsibility.
It has always been the policy of the Company that its employees conduct business honestly, ethically and in full accordance with the law. The manner in which the Company carries on its business, and the perception of such conduct by our customers and the general public, is a critical element in achieving that purpose. Thus, during your employment with the Company, you will continue to be subject to the terms and conditions of the Company’s employee handbook, which summarizes many of the Company’s criteria regarding proper business practices to assist each employee in understanding and complying with the Company’s policies, standards and expectations, including its Code of Business Ethics & Conduct, the Confidentiality and Proprietary Rights Agreement, and policies regarding insider trading, and you will continue to be subject to a Dispute Resolution Agreement with the Company.
Address: | Telephone: | Web: |
501 7th Avenue, 7th Floor | 210.321.8400 | www.argogroup.com |
New York, NY 10018 | 800.422.9120 toll free |
We believe you share the same values as we do, as well as the competencies and skills required for this job. We believe you will find working here an exciting and challenging opportunity and look forward to your continued contributions. After signing below indicating 1) your acceptance of this offer, and 2) your agreement that Facsimile, Scanned, PDF or Email copies of this Letter shall be considered as a legal original and signatures thereon shall be legal and binding. Please send your signed letter indicating your acceptance of our offer (keep a copy for your records) to the expiration date of five (5) business days from date of letter. If you have any further questions, please contact me. Congratulations again!
Sincerely, | |
/s/ Christopher Donahue | |
Christopher Donahue |
Enclosures
cc: | Monica Dallio, Human Resources Personnel file |
Accepted and Agreed: | /s/ David Chan | Date: | 3/26/2025 |
(David Chan) |
Address: | Telephone: | Web: |
501 7th Avenue, 7th Floor | 210.321.8400 | www.argogroup.com |
New York, NY 10018 | 800.422.9120 toll free |
Exhibit 99.1
Argo Group Announces Leadership Changes
New York – March 24, 2025 – Argo Group International Holdings, Inc. (“Argo” or “the company”), an underwriter of specialty insurance products, today announced the appointment of Chris Donahue as Chief Executive Officer. Mr. Donahue joined the company in November 2023 as Chief Financial Officer.
“Chris has been integral to the transformation of Argo into a U.S.-focused specialty property & casualty company,” said Jonathan Bayer, Chair of Argo’s Board of Directors. “Argo has a focused strategy for its products and partners and is well positioned for future growth as Chris and the executive team continue to lead Argo.”
Mr. Donahue succeeds Jessica Buss, who has served as the Argo’s Chief Executive Officer since November 2023.
David Chan has been named as the company’s Chief Financial Officer, having served as Argo’s Chief Accounting Officer since 2022. Mr. Chan previously held senior roles at AmTrust Financial Services, Inc., Moody’s Investor services, and PwC.
“We greatly appreciate Jessica’s leadership through Argo’s transformation and her many valuable contributions,” said Mr. Bayer. “We wish her all the best in her next pursuit.”
About Argo Group:
Argo Group International Holdings, Inc. is an underwriter of specialty insurance products in the property and casualty market. Argo offers a full line of products and services designed to meet the unique coverage and claims-handling needs of businesses. The company is a wholly owned subsidiary of Brookfield Wealth Solutions. Argo and its insurance subsidiaries are rated ‛A-’ by Standard and Poor’s. Argo’s insurance subsidiaries are rated ‛A-’ by A.M. Best. More information about Argo is available at www.argogroup.com.
Contact:
David Snowden
Tel: (210) 321-2104
Email: david.snowden@argogroupus.com