Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On October 19, 2021, the Board of Directors of Unico American Corporation (the “Company”) approved the appointment of Jennifer E. Ziegler to Executive Vice President, Chief Financial Officer and Treasurer of the Company, Crusader Insurance Company (“Crusader”), a wholly-owned subsidiary of the Company, and the Company’s other subsidiaries (collectively, “Unico”), effective October 15, 2021. Ms. Ziegler will succeed Renai J. Effarah, who resigned as the Company’s Treasurer and Chief Financial Officer, effective October 15, 2021.
Ms. Ziegler, age 55, serves as a Managing Director and Office Director at Berkeley Research Group (“BRG”), a global consulting group, where she has held various positions since 2013 . In addition to her responsibilities at BRG, from February 2016 to January 2017, Ms. Ziegler served as the interim Chief Financial Officer for Mental Health Systems, Inc., a not-for-profit health provider. Ms. Ziegler is a Certified Public Accountant who regularly provides accounting expertise in forensic accounting, SEC reporting, litigation support, expert witness testimony and fraud investigations in a wide range of industries. Earlier in her career, Ms. Ziegler acted as an external auditor to public insurance companies. Ms. Ziegler also holds the Certified in Financial Forensics and Certified Fraud Examiner designations. She earned a B.S. Degree in Business Administration Emphasis in Accounting from California State University, Northridge.
The selection of Ms. Ziegler to serve as Executive Vice President, Chief Financial Officer and Treasurer of Unico was not made pursuant to any arrangement or understanding with any other person. Ms. Ziegler has no familial relationships with any executive officer or director of the Company. Other than her consultancy with the Company, there have been no transactions in which the Company has participated and in which Ms. Ziegler had a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
In connection with Ms. Ziegler’s appointment, on October 19, 2021, the Company and Crusader entered into (i) a Memorandum of Understanding with Ms. Ziegler and BRG (the “MOU”) and (ii) an Engagement Letter with BRG (the “Engagement Letter”, and together with the MOU, the “Agreements”).
Pursuant to the Agreements, Ms. Ziegler will be responsible for the Company’s accounting and finance functions and will serve as the Company’s principal financial officer and principal accounting officer.
In connection with the fulfillment of the services to Unico, Ms. Ziegler will report to the audit committee and board of directors of the Company and Crusader. Ms. Ziegler will provide services to Unico under the Agreements as an independent contractor. The terms of the Agreements will continue until Ms. Ziegler’s service to Unico is terminated by either the Company or BRG with seven days advance written notice. As compensation for the services provided by Ms. Ziegler, the Agreements provide that BRG will receive a monthly fixed fee payment of $20,833 and payment for certain direct out-of-pocket expenses from the Company. Ms. Ziegler will remain an employee of BRG and will not become an employee of Unico. Ms. Ziegler will not receive any additional employee benefits from Unico.
Pursuant to the terms of the Agreements, the Company has agreed to indemnify Ms. Ziegler, BRG and their affiliates, partners, directors, officers, employees and agents against certain liabilities arising out of the engagement of Ms. Ziegler and BRG under the Agreements. The Company and Crusader have also agreed to enter into indemnification agreements with Ms. Ziegler, subject, in the case of Crusader, to the prior approval of the Supervising Examiner of Crusader under the Administrative Supervision Agreement, dated September 7, 2021, between the California Department of Insurance and Crusader.
The foregoing summary of the MOU and Engagement Letter do not purport to be complete and are qualified in their entirety by reference to the full text of the MOU and Engagement Letter, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.