Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Departure of Steven M. Mariano as President, Chief Executive Officer, Chairman, and
Director
On July 10, 2017, Steven M. Mariano tendered his resignation as President, Chief Executive Officer, director and
Chairman of the Board of Directors (the Board) of Patriot National, Inc. (the Company). On July 12, 2017, the Board accepted his resignation, effective immediately.
In connection with his separation from the Company, the Company and Mr. Mariano entered into a Confidential Separation and Severance
Agreement and General Release (the Separation Agreement) on July 12, 2017, effective immediately, that specifies the terms of, and the benefits he is eligible to receive in connection with, his departure from the Company. Subject to
his compliance with the terms and conditions of the Separation Agreement, Mr. Mariano (i) received a payment of $6.0 million and will receive $4.0 million to be paid over four annual payments beginning August 1, 2018, which
payments shall accelerate upon a change of control (the $6.0 million payment and $4.0 million payment are collectively referred to as the Severance Payment) and (ii) will receive a continuation of group health plan
coverage until the earlier of July 13, 2019 or the time he obtains group health plan coverage with a new employer. The Severance Payment is subject to clawback by the Company.
At the option of the Company, Mr. Mariano will serve in a consulting role where he will assist the Company as reasonably requested by the
Board or Chief Executive Officer, and be available upon request to the Special Committee of independent directors to explore and review a range of strategic alternatives for the Company.
Under the Separation Agreement, Mr. Mariano provided a general waiver and release of claims against the Company and is subject to certain
cooperation and restrictive covenants, including confidentiality,
non-disparagement,
non-solicitation,
and
non-competition.
Appointment of John J. Rearer as Chief Executive Officer
On July 13, 2017, the Board appointed John J. Rearer as Chief Executive Officer of the Company, to serve until his respective successor is
duly elected and qualified, or until the earlier of his death, resignation, or removal. Mr. Rearer has served as CEO of Patriot Underwriters, Inc., a subsidiary of the Company, since 2017, where he was responsible for all underwriting and sales
and marketing for Patriot Underwriters, Inc. Mr. Rearer joined the Company in 2005 and has served in various positions from Vice President of Underwriting to President of Patriot Underwriters, Inc. in 2014. Prior to his employment with the
Company, he served as Vice President of Preferred Employers Group, a managing general agency in Miami. Mr. Rearer has been in the insurance industry for 25 years and is a graduate of Auburn University and Notre Dame (MBA).
Appointment of Glenn Hibler as Chairman of the Board
On July 14, 2017, the Board elected Glenn Hibler as Chairman of the Board, effective immediately. Mr. Hibler is also chairman of the
Compensation Committee and a member of the Audit Committee.