Accelerant (ARX) Registration Filing summary

Management team and governance

• Amended and restated employment agreements for Christopher Lee-Smith (Head of Distribution) and Frank O'Neill (Chief Underwriting Officer) are effective upon the IPO, replacing prior agreements.

• Both executives are employed on an at-will basis, with principal place of employment in Guernsey, and report directly to the Board.

• Base salary for each is £777,433.70 per year, payable monthly, with eligibility for annual increases based on performance and company pay philosophy.

• Each is eligible for an annual bonus targeted at 100% of base salary, determined by the Compensation Committee based on performance goals.

• Both are eligible to participate in the company’s equity incentive program, with terms set annually by the Compensation Committee.

• Benefits and perquisites are provided on par with other senior executives, subject to eligibility and company policy.

• Legal fees up to $50,000 for negotiation of the agreements are reimbursed.

• Both agreements include provisions for reimbursement of business expenses and indemnification consistent with other senior executives.

• Termination provisions: upon death or disability, payment of accrued rights and pro rata bonus; for termination without cause or resignation for good reason, payment of accrued rights plus two times base salary and target bonus, paid over 12 months, and up to 18 months of COBRA premium reimbursement.

• Severance is contingent on execution of a separation and release agreement; no other severance is provided.

• Definitions of “Cause,” “Good Reason,” and “Change in Control” are specified, with cure periods and notice requirements.

• Payments are subject to Section 280G and 409A of the Internal Revenue Code, with provisions to avoid excise taxes and ensure compliance.

• Both executives are subject to company clawback policies, restrictive covenants, and additional company policies, including those on securities trading.

• Agreements are governed by Delaware law, with exclusive jurisdiction in Delaware courts.

• Indemnification and D&O insurance are provided to the same extent as for other senior executives and board members.

Key takeaways

• The company has formalized executive employment terms for its Head of Distribution and Chief Underwriting Officer, aligning compensation, severance, and incentive structures with public company standards.

• Agreements provide for robust severance, equity participation, and legal protections, with clear definitions and compliance with U.S. tax law.

• Executives are subject to restrictive covenants, clawbacks, and company policies, ensuring alignment with shareholder interests and regulatory requirements.