ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 1, 2022, Liam P. Caffrey, 49, will become Executive Vice President and
Chief Financial Officer of White Mountains Insurance Group, Ltd. (the
"Company"). Mr. Caffrey is a seasoned leader with over 20 years of experience.
Mr. Caffrey served as Chief Executive Officer of Aon Affinity from 2018 to 2020.
He served as global Chief Financial Officer of Aon Risk Solutions from 2015
until 2018 and as Chief Financial Officer of Aon Risk Solutions Americas from
2012 until 2015. Prior to joining Aon, Mr. Caffrey was a partner with McKinsey &
Company. Mr. Caffrey currently serves as a consultant to a subsidiary of the
Company.
Reid T. Campbell, the current Executive Vice President and Chief Financial
Officer of the Company, will become President of the Company on March 1, 2022
and will serve in that role until his retirement in February 2024. In his role
as President, Mr. Campbell will maintain all his current executive duties other
than his responsibilities as Chief Financial Officer. In addition, Mr. Campbell
will continue to serve as a director of Build America Mutual Assurance Company
and Ark Insurance Holdings Limited.
There are no arrangements or understandings between Mr. Caffrey and any other
persons pursuant to which he was selected as Executive Vice President and Chief
Financial Officer. There are also no family relationships between Mr. Caffrey
and any director or executive officer of the Company. He has no direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
On November 29, 2021, Mr. Caffrey signed an offer letter (the "Offer Letter"),
which was approved by the Compensation/ Nominating and Governance Committee of
the Board of Directors of the Company. Mr. Caffrey will receive a base salary of
$500,000. He is eligible to participate in the Company's annual and long-term
incentive plans. His annual bonus target will be 75% of his base salary. His
long-term incentive grant for the 2022-2024 cycle will be 1,250 restricted
shares and 1,250 performance shares. Mr. Caffrey will also receive a signing
bonus of $975,000, payable in three equal annual installments. In the event that
Mr. Caffrey voluntarily terminates his employment prior to March 15, 2024, he
must reimburse the Company for any portion of the signing bonus he has received.
In the event the Company terminates Mr. Caffrey's employment, other than for
cause, prior to March 15, 2024, Mr. Caffrey will be entitled to a payment of
$875,000 and will continue to vest in any then outstanding long-term incentives.
The foregoing description is a summary of the material terms of Mr. Caffrey's
employment, does not purport to be complete, and is qualified in its entirety by
reference to the Offer Letter, which is filed as an exhibit to this Current
Report on Form 8-K.
On November 1, 2021, Mr. Caffrey entered into a consulting agreement with White
Mountains Capital LLC (the "Consulting Agreement") pursuant to which Mr. Caffrey
receives $100,000 per month in consideration for acting as a consultant through
February 28, 2022. In the event that Mr. Caffrey does not join the Company as
anticipated, he must reimburse all amounts paid under the Consulting Agreement.
Were the Company not to hire Mr. Caffrey as its Executive Vice President and
Chief Financial Officer by March 15, 2022, subject to certain exceptions, Mr.
Caffrey would receive an additional $1,000,000. The foregoing description is a
summary of the material terms of Mr. Caffrey's consulting arrangement, does not
purport to be complete, and is qualified in its entirety by reference to the
Consulting Agreement, which is filed as an exhibit to this Current Report on
Form 8-K.
Our press release regarding these matters is attached as Exhibit 99.1 and
incorporated by reference herein.
The foregoing discussion contains "forward-looking statements" such as those
that state what individuals will do or what roles they will serve in. The
Company intends such statements to be covered by the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The Company cannot promise
that its expectations in such forward-looking statements will turn out to be
correct because they are subject to factors beyond its control, including
competitive labor markets and the conduct of individuals.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Offer Letter, dated as of November 29, 2021, between the Company and
Mr. Caffrey
10.2 Consulting Agreement, dated as of November 1, 2021, between White
Mountains Capital LLC and Mr. Caffrey
99.1 Press Release, dated December 2, 2021
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WHITE MOUNTAINS INSURANCE GROUP, LTD. 
