Heritage Insurance Reports Officer/Director Changes, Comp Arrangements

TL;DR

**Heritage Insurance just announced leadership changes and new pay deals for execs.**

AI Summary

Heritage Insurance Holdings, Inc. filed an 8-K on January 11, 2024, reporting an event that occurred on January 5, 2024. The filing indicates changes related to the departure or election of directors or officers and their compensatory arrangements, as well as financial statements and exhibits. This matters to investors because changes in leadership and executive compensation can signal shifts in company strategy, financial health, or governance, potentially impacting future stock performance.

Why It Matters

Changes in executive leadership and compensation can influence a company's strategic direction and financial stability, directly affecting investor confidence and stock valuation.

Risk Assessment

Risk Level: medium — Changes in leadership can introduce uncertainty, but the specific details of the changes and compensation are not fully disclosed in this summary, making the risk level moderate.

Analyst Insight

A smart investor would monitor subsequent filings or press releases from Heritage Insurance Holdings, Inc. for specific details regarding the personnel changes and compensation arrangements to assess their potential impact on the company's future performance and strategy.

Key Players & Entities

• Heritage Insurance Holdings, Inc. (company) — registrant
• January 5, 2024 (date) — date of earliest event reported
• January 11, 2024 (date) — filing date
• HRTG (company) — trading symbol on New York Stock Exchange
• New York Stock Exchange (company) — exchange where common stock is registered

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share HRTG New York Stock Excha
• $1,000,000 — eix, (i) his base salary decreased from $1,000,000 to $850,000, a 15% decrease from his pr
• $850,000 — ase salary decreased from $1,000,000 to $850,000, a 15% decrease from his prior employme
• $950,000 — usk, (i) his base salary decreased from $950,000 to $800,000, a 16% decrease from his pr
• $800,000 — base salary decreased from $950,000 to $800,000, a 16% decrease from his prior employme
• $650,000 — base salary decreased from $950,000 to $650,000, a 34% decrease from his prior employme
• $525,000 — i) her base salary remained the same at $525,000, (ii) her target annual cash incentive

Filing Documents

• d710971d8k.htm (8-K) — 35KB
• d710971dex101.htm (EX-10.1) — 70KB
• d710971dex102.htm (EX-10.2) — 70KB
• d710971dex103.htm (EX-10.3) — 70KB
• d710971dex104.htm (EX-10.4) — 69KB
• 0001193125-24-006610.txt ( ) — 521KB
• hrtg-20240105.xsd (EX-101.SCH) — 3KB
• hrtg-20240105_lab.xml (EX-101.LAB) — 17KB
• hrtg-20240105_pre.xml (EX-101.PRE) — 11KB
• d710971d8k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 5, 2024, Heritage Insurance Holdings, Inc. (the "Company") amended and restated its employment agreements (collectively, the "2024 Employment Agreements") with each of (i) Ernie Garateix, Chief Executive Officer of the Company (the "CEO"), (ii) Kirk Lusk, Chief Financial Officer of the Company (the "CFO"), (iii) Tim Moura, President, NBIC, (the "President, NBIC"), and (iv) Sharon Binnun, Chief Accounting Officer (the "CAO" and together with the CEO, CFO, and President, NBIC, the "Executives"). The 2024 Employment Agreements are effective as of December 31, 2023 and continue until December 31, 2024, at which point each 2024 Employment Agreement will automatically renew for successive twelve-month periods unless the Company or an Executive gives 90 days' written notice of the intent not to renew prior to the expiration of the then existing Executive's employment term or the employment is otherwise earlier terminated pursuant to the terms of the respective 2024 Employment Agreement. Pursuant to the terms of the 2024 Employment Agreements, each Executive's annual base salary, with the exception of the CAO, cash incentive and annual equity award values were amended, as further described below, to shift more of the Executives' compensation from annual base salary to performance-based compensation and better align the Executives' compensation with shareholder interests. Under the 2024 Employment Agreements, upon an Executive's termination without Cause or for Good Reason (each as defined in the 2024 Employment Agreements), such Executive is entitled to a lump-sum cash payment equal to 1 times, or in the case of the CEO, 1.5 times, the sum of (x) such Executive's annual base salary as in effect immediately preceding such termination, and (y) such Executive's target annual cash incentive amount (such

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibit is being furnished as part of this Current Report on Form 8-K. No. Exhibit 10.1 Amended and Restated Employment Agreement dated January 5, 2024 by and between Heritage Insurance Holdings, Inc. and Ernie Garateix. 10.2 Amended and Restated Employment Agreement dated January 5, 2024 by and between Heritage Insurance Holdings, Inc. and Kirk Lusk. 10.3 Amended and Restated Employment Agreement dated January 5, 2024 by and between Heritage Insurance Holdings, Inc. and Tim Moura. 10.4 Amended and Restated Employment Agreement dated January 5, 2024 by and between Heritage Insurance Holdings, Inc. and Sharon Binnun. 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). 3

SIGNATURES

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. HERITAGE INSURANCE HOLDINGS, INC. Date: January 11, 2024 By: /s/ Kirk Lusk Kirk Lusk Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR