Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On March 24,2022, Frederic H. Lindeberg, a member of the Company's Board of
Directors, informed the Board of his intention to retire from the Board of the
Directors, effective immediately. Mr. Lindeberg has been a member of the
Company's Board of Directors since 2004.
(d) On March 24, 2022, the Board of Directors (the "Board") of Safety Insurance
Group, Inc. (the "Company"), on the recommendation of the Nominating and
Governance Committee of the Board, elected John D. Farina, 58, to the Board as a
Class III director of the Company, to serve in such capacity until the Company's
2023 annual meeting of stockholders and until his successor is duly elected and
qualified or until his earlier resignation, death or removal.
Mr. Farina recently retired from PricewaterhouseCoopers ("PwC") as a Northeast
Managing Partner and as a member of PwC's Global Board of Directors, where he
was a member of the Risk & Quality and Operations Committees. He has 35 years of
experience advising both domestic and multinational Fortune 500 companies on
financial accounting, regulatory, and tax matters, with a deep expertise in the
insurance industry.
Mr. Farina also led PwC's US Insurance Tax practice and has deep insurance
industry expertise. During his time at PwC, Mr. Farina held a variety of senior
leadership roles including Managing Partner of the Northeast Region, where he
was responsible for approximately 3,800 partners and staff in five offices. In
this role, he oversaw strategic planning, operations, finance, risk management,
human capital, and marketing functions. Mr. Farina was elected by his fellow
partners for two terms on both PwC's US and Global Boards, providing 10 years of
governance oversight to the firm.
After retiring from PwC in 2021, Mr. Farina was elected to join the National
Committee of St. Jude Children's Research Hospital in Memphis, Tennessee, where
he serves on the Audit & Compliance Committee. Mr. Farina has also served on
several non-profit boards, including the Greater Boston Chamber of Commerce. Mr.
Farina received his BBA in Accounting from Evangel University and is a CPA in
Massachusetts and Texas. Mr. Farina qualifies as an "Audit Committee Financial
Expert" as defined by the U.S. Securities and Exchange Committee rules.
In accordance with the Company's non-employee director compensation policy, Mr.
Farina will receive an annual cash retainer of $95,000 for his service on the
Board. The Company will also reimburse Mr. Farina for all reasonable
out-of-pocket expenses incurred in connection with attending meetings of the
Board and its committees. On March 24, 2022, Mr. Farina was granted 1,000
shares of restricted stock. Board of Director members must maintain stock
ownership equal to at least four times their annual retainer. This requirement
must be met within five years of becoming a director.
There are no arrangements or understandings between Mr. Farina and any other
persons pursuant to which she was selected as a director. There have been no
transactions involving Mr. Farina that would require disclosure under Item
404(a) of Regulation S-K.
(d) On March 24, 2022, the Board of Directors (the "Board") of Safety Insurance
Group, Inc. (the "Company"), on the recommendation of the Nominating and
Governance Committee of the Board, elected Deborah E. Gray, 58, to the Board as
a Class II director of the Company, to serve in such capacity until the
Company's 2022 annual meeting of stockholders and until her successor is duly
elected and qualified or until her earlier resignation, death or removal.
Ms. Gray joins the Board with over 30 years of experience as a corporate
attorney and General Counsel for both publicly traded and private entities in a
diverse range of industries, including high tech, ed tech, Software-as-a-Service
(SaaS), professional services and life sciences. Her legal and business
expertise with high-growth companies, ranging from start-ups to publicly traded
multibillion-dollar corporations, are beneficial to Safety, particularly in
relation to risk management, compliance, data privacy and security, and
corporate governance matters.
Ms. Gray has served in various General Counsel roles over her 30-year career,
including most recently providing her expertise to non-profit and start-up
organizations. Currently, she is providing General Counsel services to the
Achievement Network, a private, non-profit education organization where she
leads all day-to-day legal, data privacy and security, and compliance
initiatives. Prior to this role, Ms. Gray served as Vice President, General
Counsel and Secretary at Acquia, Inc., a Software-as-a-Service (SaaS) company,
from October 2011 to December 2013, where she led the creation and build out of
its global legal, data security and corporate compliance functions including
M&A, commercial contracts, licensing, real estate, employment, corporate and
Board governance. From 2002 to 2011, Ms.
Gray was with Charles River Laboratories International, Inc., a U.S. life
sciences company providing pre-clinical/clinical lab services for pharma,
medical devices and biotech companies. At Charles River Laboratories, she was
responsible for corporate, licensing, employment law, SEC and NYSE reporting and
compliance, corporate governance, M&A, and general commercial contracts. In
2006, she took on the role of chief employment counsel for offices in 19 states
and various locations in Canada, Japan, China, India and Europe. Previous to
this, Ms. Gray was a member of the Executive Team at Sapient Corporation, a
publicly traded professional services tech company, as Vice President, General
Counsel, and Assistant Secretary and with Harcourt General, a publicly traded
holding company, as Senior Corporate & SEC Counsel. Ms. Gray began her legal
career at WilmerHale in Boston where she was a Junior Partner specializing in
mergers and acquisitions, initial public offerings, and SEC compliance matters.
Ms. Gray has served on various non-profit boards including, The Home For Little
Wanderers, the largest child welfare organization in the country, where she
co-chaired the Nominating & Governance Committee and chaired the Risk Management
Committee for many years. Previously, she was also a Trustee of Colby College
and an Overseer of the Boston Symphony Orchestra. Ms. Gray graduated with a B.A.
from Colby College and a J.D. from Boston College Law School.
In accordance with the Company's non-employee director compensation policy, Ms.
Gray will receive an annual cash retainer of $95,000 for her service on the
Board. The Company will also reimburse Ms. Gray for all reasonable out-of-pocket
expenses incurred in connection with attending meetings of the Board and its
committees. On March 24, 2022, Ms. Gray was granted 1,000 shares of restricted
stock. Board of Director members must maintain stock ownership equal to at least
four times their annual retainer. This requirement must be met within five years
of becoming a director.
There are no arrangements or understandings between Ms. Gray and any other
persons pursuant to which she was selected as a director. There have been no
transactions involving Ms. Gray that would require disclosure under Item 404(a)
of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibit is furnished herewith:
Exhibit NumberDescription
99.1 Text of press release issued by the Company dated March 25, 2022.
104 The cover page from this Current Report on form 8-K, formatted in Inline
XBRL
© Edgar Online, source Glimpses