| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Adoption of SiriusPoint Ltd. Executive Severance Plan
On July 30, 2025, SiriusPoint Ltd. (the “Company”) adopted an Executive Severance Plan (the “Plan”), which will provide severance payments and benefits to eligible employees of the Company (“Participants”) in connection with certain terminations of employment. The Plan was approved by the Company’s board of directors on July 30, 2025 and has an effective date of August 1, 2025.
The Plan provides severance benefits to two different groups: a group of executives listed by title in the Plan, which includes the Company’s officers and executive officers, and a group of eligible employees selected by the Company to participate in the Plan.
Executive Benefits. Under the Plan, if a specified executive Participant is terminated by the Company without cause or if the Participant voluntarily resigns from the Company for Good Reason (as defined in the Plan), signs a release agreement, returns all Company property, and abides by all applicable restrictive covenants, the Participant would be entitled to the following benefits: (i) a lump sum payment equal to fifty two (52) weeks of base pay (the “Basic Severance”); (ii) either a lump sum payment equal to the prior year’s short-term incentive plan payout (based on annual incentive target) if the Participant is terminated on or before March 31st (the “Prior Year Incentive”), or a lump sum payment equal to a pro-rated portion of the current year’s projected annual incentive target based on the number of days worked during the year if the Participant is terminated on or after April 1st; (iii) full vesting of any cash bonus unless the terms of the award provide otherwise; (iv) and a lump sum payment equal to the amount of premiums the Company would have paid for medical, dental and vision benefits for the Participant given the Participant’s current elections for the 52-week severance period. If a Participant is entitled to greater severance benefits in the aggregate under an employment or severance agreement, the Participant will be entitled to receive those benefits in lieu of benefits under the Plan, considering only the Participant’s severance payments related to base pay, short-term incentive payments, cash bonus payments, COBRA benefits and the value of any vesting of equity compensation.
Enhanced Change in Control Benefits. If the separation described in the preceding paragraph occurs within a twelve-month period following a change in control, the Participant would be entitled to enhanced severance consisting of 150% of the Participant’s Basic Severance and 150% of the Prior Year Incentive set forth in the preceding paragraph. If a Participant is entitled to greater severance benefits in the aggregate under an employment or severance agreement, the Participant will be entitled to receive those benefits in lieu of benefits under the Plan, considering only the Participant’s severance payments related to base pay, short-term incentive payments, cash bonus payments, COBRA benefits and the value of any vesting of equity compensation.
For purposes of the Plan, a change in control includes: (i) the acquisition by a third party of more than 50% of the Company’s voting securities; (ii) the sale, transfer, or other disposition of all or substantially all of the assets of the Company and any subsidiaries to a third party that is not an affiliate immediately prior to such sale, transfer, or other disposition; or (iii) the replacement of a majority of the Company’s board of directors during any 24-month period.
Benefits for Other Eligible Participants. Other eligible Participants who are terminated by the Company without cause or who voluntarily resign from the Company for Good Reason, sign a release agreement, return all Company property, and abide by all applicable restrictive covenants, are entitled to the following benefits: (i) a lump sum payment equal to two weeks of base pay for each year of service, with a minimum of 6 months and a maximum of 52 weeks of base pay; (ii) either a lump sum payment equal to the prior year’s short-term incentive plan payout (based on annual incentive target) if the Participant is terminated on or before March 31st or a lump sum payment equal to a pro-rated portion of the current year’s projected annual incentive target based on the number of days worked during the year if the Participant is terminated on or after April 1st; (iii) full vesting of any cash bonus unless the terms of the award provide otherwise; (iv) and a lump sum payment equal to the amount of premiums the Company would have paid for medical, dental and vision benefits for the Participant given the Participant’s current elections during the severance period (between 6 months and 52 weeks). If a Participant is entitled to greater severance benefits in the aggregate under an employment or severance agreement, the Participant will be entitled to receive those benefits in lieu of benefits under the Plan, considering only the Participant’s severance payments related to base pay, short-term incentive payments, cash bonus payments, COBRA benefits and the value of any vesting of equity compensation.
