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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 10, 2022

 

 

TREAN INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39392   84-4512647

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

150 Lake Street West

Wayzata, Minnesota

   55391
(Address of principal executive offices)   (Zip Code)

(952) 974-2200

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

 

☐

Pre-commencement communications 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

  

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   TIG   The Nasdaq Global Select Market

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

CEO Succession; Executive Chairman

On March 9, 2022, Trean Insurance Group, Inc. (the “Company”) issued a press release announcing that Andrew M. O’Brien, the Company’s founder and current Chief Executive Officer, will step down as Chief Executive Officer effective July 1, 2022, and will be succeeded as Chief Executive Officer and the Company’s principal executive officer by Julie A. Baron, current President and Chief Operating Officer. Mr. O’Brien will remain on the Company’s Board of Directors (the “Board”) and will serve as its Executive Chairman. The Board has appointed Ms Baron to the Board effective simultaneously with her appointment as Chief Executive Officer as of July 1, 2022.

Ms. Baron, age 55, has 30 years of finance and executive management experience and has been with the Company since 2007. Prior to assuming her current role as President and Chief Operating Officer in July 2021, Ms. Baron held the role of Chief Financial Officer beginning in April 2015 and Treasurer and Secretary beginning in February 2020. Prior to becoming Chief Financial Officer of the Company, Ms. Baron served as the Controller for Benchmark Insurance Company, the Company’s largest wholly-owned subsidiary beginning in 2007. Ms. Baron holds a B.S. in Accounting from Arizona State University and is a Certified Public Accountant (inactive).

Effective July 1, 2022, in connection with Ms. Baron’s appointment as Chief Executive Officer, her base salary will be increased to $425,000 per year, and her annual target bonus opportunity will remain at 50% of her base salary. Ms. Baron is expected to continue to receive annual equity incentive awards pursuant to the Company’s annual long-term incentive program but did not otherwise receive an equity award in connection with her appointment.

Addition of Independent Director

On March 9, 2022, the Board appointed Philip I. Smith as a new independent director to the Board, effective immediately. Mr. Smith brings to the Board over 25 years of experience in finance and executive management. Mr. Smith is currently a managing director of Duff & Phelps, an investment banking firm that provides valuation, corporate finance and other services, where he provides mergers and acquisitions advisory services. His appointment increases the size of the Board to seven members (not including Ms. Baron), five of whom the Board has determined to be independent under applicable SEC and Nasdaq guidelines. When Ms. Baron joins the Board effective July 1, the Board’s size will increase further to eight members.

Neither the selection of Ms. Baron to serve as the Chief Executive Officer, the principal executive officer and a director of the Company nor the selection of Mr. Smith to serve as a director was pursuant to any arrangements or understandings with respect to any other person. In addition, there are no family relationships between Ms. Baron or Mr. Smith and any director or executive officer of the Company. Neither Ms. Baron nor Mr. Smith have not been a party to any transaction with the Company or its subsidiaries of the type required to be disclosed pursuant to Item 404(a) of Regulation S-K, and no such transaction is currently contemplated.

 

Item 7.01

Regulation FD Disclosure.

On March 9, 2022, the Company issued a press release regarding the transition of Mr. O’Brien from Chief Executive Officer to Executive Chairman and the appointments of Ms. Baron as Chief Executive Officer and a director. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On March 10, 2022, the Company issued a press release regarding Mr. Smith’s appointment. A copy of this press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information, including the press releases, furnished under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)

    Exhibits.

 

Exhibit
No.

   

Description

99.1    Press Release issued by Trean Insurance Group, Inc., dated March 9, 2022
99.2    Press Release issued by Trean Insurance Group, Inc., dated March 10, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 10, 2022

 

TREAN INSURANCE GROUP, INC.
By:  

/s/ Nicholas J. Vassallo

Name:   Nicholas J. Vassallo
Title:   Chief Financial Officer

Exhibit 99.1

 

LOGO

TREAN INSURACE GROUP ANNOUNCES SENIOR MANAGEMENT CHANGES

Wayzata, MN, March 9, 2022 – Trean Insurance Group, Inc. (Nasdaq: TIG) (“Trean” or the “Company”), a leading provider of products and services to the specialty insurance market, announced today that its Board of Directors has appointed current CEO Andrew O’Brien as Executive Chairman of the Board and appointed current President and Chief Operating Officer Julie Baron as CEO, both effective July 1, 2022. Ms. Baron will also join the Board of Directors of Trean effective July 1, 2022.

“I have served as Trean’s CEO since its formation in 1996,” said Mr. O’Brien. “During that time, we have grown from an underfunded start-up into the market leader we are today. There are countless people who have contributed to our success, and I am grateful for all of them. Today we have a strong and deep bench equipped with the culture, tools and practices that can be the foundation for decades of future success. As for me, I have reached the age when it is time for someone else to take on the CEO role. We are blessed to have Julie Baron on board who, effective July 1, 2022, will become Trean’s new CEO. I will remain on Trean’s board as its Executive Chairman and will continue to stay closely involved with the team’s efforts in evaluating and strengthening our programs. Julie is an exceptional leader with a deep knowledge of the insurance business, the ‘secret sauce’ that drives our company and the support of an exceptional management team. I am confident she and Trean will continue to succeed, and I look forward to working with them in my new role.”

“I am honored to take the baton from Andy and lead the amazing Trean team into the future,” said Ms. Baron. “I appreciate and am excited for this opportunity and want to thank the Board, our supportive team, and especially Andy for entrusting me to lead the next phase of this great company that he has successfully built. I look forward to continuing our current growth strategy and further enhancing it through the addition of new, profitable specialty program partners to our first-class roster.”    

About Julie Baron

Ms. Baron has 30 years of diverse experience and has been with Trean since 2007, currently serving as President and Chief Operating Officer. Previous to her current role, Julie held the role of Chief Financial Officer, as well as Treasurer and Secretary. Prior to becoming CFO of Trean, Ms. Baron served as the Controller for Benchmark Insurance Company, Trean’s largest wholly-owned subsidiary. She also previously served as a controller for a mortgage broker and title company in the Twin Cities as well as an auditor at a Minneapolis-based CPA firm. Ms. Baron holds a B.S. in Accounting from Arizona State University and is a Certified Public Accountant (inactive).

 

LOGO

 

About Trean Insurance Group, Inc.

Trean Insurance Group, Inc. (NASDAQ: TIG) provides products and services to the specialty insurance market. Trean underwrites specialty casualty insurance products both through its program partners and its own managing general agencies. Trean also provides its program partners with a variety of services including issuing carrier services, claims administration and reinsurance brokerage. Trean is licensed to write business across 49 states and the District of Columbia. For more information, please visit www.trean.com.

Forward-Looking Statements

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are not historical or current facts. These statements may discuss the Company’s net income, cash flow, financial condition, impairments, expenditures, growth, strategies, plans, achievements, capital structure, organizational structure, market opportunities and general market and industry conditions. Such forward-looking statements can be identified by words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “predict,” “project,” “believe,” “seek,” “outlook,” “future,” “will,” “would,” “should,” “could,” “may,” “can have,” “likely” and similar terms. Forward-looking statements are based on management’s current expectations and assumptions about future events. These statements are only predictions and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements if the underlying assumptions prove to be incorrect or as a result of risks, uncertainties, and other factors, including the impact of the COVID-19 pandemic on the business and operations of the Company, our program partners and other business relations. Other factors that may cause such differences include the risks described in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. These forward-looking statements speak only as of the date on which they are made. Except as required by applicable securities laws, the Company disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments, changes in assumptions or otherwise. Investors are cautioned not to place undue reliance on the forward-looking statements contained in this press release or in other filings and public statements of the Company.

Contacts

Investor Relations

investor.relations@trean.com

(952) 974-2260

Source: Trean Insurance Group, Inc.

 

2

Exhibit 99.2

 

LOGO

TREAN INSURANCE GROUP APPOINTS PHILIP I. SMITH TO BOARD OF DIRECTORS

Wayzata, MN, March 10, 2022 – Trean Insurance Group, Inc. (Nasdaq: TIG) (“Trean” or the “Company”), a leading provider of products and services to the specialty insurance market, announced today that its Board of Directors has appointed a new independent director, Philip I. Smith, to its Board of Directors, effective immediately.

Mr. Smith brings to the Board over 25 years of experience in finance and executive management. He is currently a managing director of Duff & Phelps, an investment banking firm that provides valuation, corporate finance and other services, where he provides mergers and acquisitions advisory services. His appointment increases the size of the Board to seven members, five of whom are independent under applicable SEC and Nasdaq guidelines.

“Phil’s wealth of expertise in corporate finance and executive management – particularly his experience with public companies – will further enhance our Board and add considerable value,” said Andy O’Brien, Chief Executive Officer of Trean. “We warmly welcome Phil and look forward to working with him as we continue to grow profitably.”

Prior to joining Duff & Phelps in 2017, Mr. Smith was a Managing Director with BMO Capital Markets (formerly Greene Holcomb and Fisher) where he focused on healthcare mergers and acquisitions. Before that, he was a member of the medical device investment banking team at Piper Jaffray in Minneapolis. Early in his career, Mr. Smith served as an executive officer for a number of medical technology companies, including DGIMED Ortho, Vital Images, Thermonix and Image-Guided Neurologics. He has also served on the board of directors of Delta Dental of Minnesota, MGC Diagnostics (formerly Angeion Corp) and Intricon Corp. Mr. Smith received an MBA from the Wharton School of the University of Pennsylvania and a BS in electrical engineering from the University of Florida.

About Trean Insurance Group, Inc.

Trean Insurance Group, Inc. (NASDAQ: TIG) provides products and services to the specialty insurance market. Trean underwrites specialty casualty insurance products both through its program partners and its own managing general agencies. Trean also provides its program partners with a variety of services including issuing carrier services, claims administration and reinsurance brokerage. Trean is licensed to write business across 49 states and the District of Columbia. For more information, please visit www.trean.com.

LOGO

 

Forward-Looking Statements

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are not historical or current facts. These statements may discuss the Company’s net income, cash flow, financial condition, impairments, expenditures, growth, strategies, plans, achievements, capital structure, organizational structure, market opportunities and general market and industry conditions. Such forward-looking statements can be identified by words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “predict,” “project,” “believe,” “seek,” “outlook,” “future,” “will,” “would,” “should,” “could,” “may,” “can have,” “likely” and similar terms. Forward-looking statements are based on management’s current expectations and assumptions about future events. These statements are only predictions and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements if the underlying assumptions prove to be incorrect or as a result of risks, uncertainties, and other factors, including the impact of the COVID-19 pandemic on the business and operations of the Company, our program partners and other business relations. Other factors that may cause such differences include the risks described in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. These forward-looking statements speak only as of the date on which they are made. Except as required by applicable securities laws, the Company disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments, changes in assumptions or otherwise. Investors are cautioned not to place undue reliance on the forward-looking statements contained in this press release or in other filings and public statements of the Company.

Contacts

Investor Relations

investor.relations@trean.com

(952) 974-2260

Source: Trean Insurance Group, Inc.

 

2