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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(b) On December 7, 2020, Triple-S Management Corporation (the “Company”) issued a press release announcing that Mr. Juan José Román-Jiménez, Executive Vice President and
Chief Financial Officer of the Company, would retire at the conclusion of a planned transition. As explained below, effective May 10, 2021, he will be succeeded by Mr. Victor J. Haddock-Morales. Mr. Román-Jiménez will assist with the transition of
his duties.
(c) On March 25, 2021, the Company announced the appointment of Mr. Victor J. Haddock-Morales as successor to the office of Chief Financial Officer and as Executive Vice
President of the Company, effective May 10, 2021. Mr. Haddock, age 43, was, from 2018 to 2021, Senior Vice President and Chief Financial Officer at Magellan Health, Inc’s Magellan Rx Management division, a full-service pharmacy benefit manager. From
2011 to 2018, he was Senior Vice President and Chief Audit Executive at Magellan Health, Inc. From 2006 to 2011, he was Senior Director and Director of Internal Audit at Express Scripts. Mr. Haddock received his BSBA in Accounting from the University
of Puerto Rico, and his MBA from Washington University in St. Louis Olin Business School.
As Executive Vice President and Chief Financial Officer of the Company, Mr. Haddock will
receive a base salary of $450,000 per year and fringe benefits, including health and dental care, life insurance and disability benefits, at the same level as the Company’s other senior executive officers. Mr. Haddock will be eligible to receive
the following: (i) an annual short-term bonus with a target amount of 70% of his annual base salary, at the discretion of the Compensation and Talent Development Committee of the Company’s Board of Directors (the “Committee”) and subject to
achievement of his performance objectives and to the Company’s financial results; and (ii) long-term incentive compensation with a target amount of 150% of his annual base salary (25% of the equity award value is granted in the form of time-based
restricted stock and 75% in the form of performance shares), subject to the discretion of the Committee, and pursuant to the Company’s 2017 Incentive Plan, as amended, and applicable Company guidelines. In addition, Mr. Haddock will also receive
reimbursement of relocation costs, a one-time sign-on bonus of $50,000, and a one-time grant of restricted shares of the Company’s shares with a value of
$280,000, vesting in equal installments over a three-year period,
There are no arrangements or understandings between Mr. Haddock and any other persons pursuant to which he was appointed as Chief Financial Officer. There are no family
relationships between Mr. Haddock and any director or executive officer of the Company, and Mr. Haddock does not have any related-party transactions that are required to be disclosed under Item 404(a) of Regulation S-K.