Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Resignation
of Mario Bonaccorso as Interim Chief Executive Officer
On March 24, 2016,
Mario Bonaccorso resigned as interim Chief Executive Officer of PartnerRe Ltd. (the “Company”), effective immediately.
Appointment
of John Elkann as Chairman and Emmanuel Clarke as Chief Executive Officer
On March
24, 2016, the Company issued a press release announcing the appointment of, effective March 24, 2016, John Elkann as the
Chairman of the Company’s Board of Directors and Emmanuel Clarke, President of the Company, as the President and
Chief Executive Officer of the Company.
Formerly CEO of PartnerRe Global and a
member of the executive management team since 2010, Mr. Clarke, 46, has had a 19-year career at PartnerRe, during which time he
was instrumental in building the Company’s Global reinsurance business. He was appointed Head of Credit and Surety, Global
in 2001, becoming Deputy Head of Specialty Lines, Global in 2002, Head of Property and Casualty, Global in 2006 and Head of Specialty
Lines, Global in 2008. Mr. Clarke holds a Master’s Degree in Business Administration from the University Paris, IX
– Dauphine, specializing in Finance and Controlling and an MBA in International Business from Baruch College of CUNY.
Board
of Directors
On March 24,
2016, the sole common shareholder of the Company appointed Emmanuel Clarke as a director of the Company. Mr. Clarke, as
President and Chief Executive Officer of the Company, will not be separately compensated in his role as a director of the
Company.
In his role as
Chairman of the Company’s Board of Directors, Mr. Elkann will receive annual cash compensation of US$250,000 and an
annual deferred cash award of US$250,000. The other directors of the Company, namely Mario Bonaccorso,
Brian Dowd,
Patrick Thiele, and Enrico Vellano, will receive annual cash compensation of US$100,000 and an annual deferred cash award of
US$100,000. Mr. Dowd and Mr. Thiele will receive an additional US$50,000 cash compensation for their role as members of the
Audit Committee. In addition, all directors of the Company (other than Mr. Clarke) will enter into indemnification
agreements with the Company. The form of indemnification agreement will be attached as an exhibit to the Company’s Form
10-Q.
There is no arrangement
or understanding between Mr. Clarke and any other persons pursuant to which he was appointed as a director of the Company. There
are no transactions in which Mr. Clarke has an interest requiring disclosure under Item 404(a) of Regulation S-K.