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HCC > SEC Filings for HCC > Form 8-K on 14-Mar-2014All Recent SEC Filings

Show all filings for HCC INSURANCE HOLDINGS INC/DE/

Form 8-K for HCC INSURANCE HOLDINGS INC/DE/


14-Mar-2014

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 11, 2014, the Compensation Committee (the "Committee") of the Board of Directors of HCC Insurance Holdings, Inc. (the "Company") adopted the following compensation-related decisions regarding the Company's named executive officers (i.e., those executive officers for whom disclosure was required in the Company's 2013 Proxy Statement):

2013 Annual Incentive Awards

The Committee approved the actual amounts to be paid to certain executive officers, including our named executive officers, for annual incentive awards made in 2013 under the Company's 2008 Flexible Incentive Plan (the "2008 FIP"), as follows:

Named Executive Officer      2013 Annual Incentive Award

Christopher J.B. Williams   $                   4,600,000
Brad T. Irick               $                     610,000
William N. Burke            $                   1,100,000
Barry J. Cook               $                   1,001,400 (1)
Craig J. Kelbel             $                   1,600,000

2014 Annual Incentive Award Targets



The Committee designated named executive officers as participants, and
established targets and maximums, for annual incentive awards for 2014 under the
2008 FIP, as follows:



                              2014 Annual Incentive    2014 Annual Incentive    2014 Annual Incentive
                               Award Target (% of        Award Maximum (%         Award Maximum (%
Named Executive Officer           Base Salary)            of Base Salary)         of Pretax Income)

Christopher J.B. Williams                       150 %                    300 %                   1.00 %
Brad T. Irick                                    60 %                    120 %                   0.25 %
William N. Burke                                 60 %                    120 %                   0.50 %
Barry J. Cook                                    60 %                    120 %                   0.25 %
Craig J. Kelbel                                 100 %                    200 %                   0.30 %

Target annual incentive awards are generally expressed as a percentage of a named executive officer's base salary. The actual annual incentive award received by a named executive officer may vary between 0% and 200% of the target award based (i) 70% upon the Company's achievement of certain levels of operating return on equity, growth in book value per share (excluding accumulated other comprehensive income) and GAAP combined ratio, and (ii) 30% upon the named executive officer's achievement of pre-established individual goals. No annual incentive awards will be granted in a given year if the Company's pretax income for such year is less than 50% of the Company's pretax income for the preceding year and in no case will a named executive officer receive an actual annual incentive award payment in excess of the lesser of
(i) 200% of the target annual incentive award or (ii) a designated percentage of the Company's pretax income.

2014 Annual Equity Awards



The Committee granted named executive officers annual awards of time-vesting and
performance-vesting restricted stock under the 2008 FIP, as follows:



                               Time-Vesting Restricted Stock        Performance-vesting Restricted
                                           Award                       Stock Award (at Target)
                              (% of Base                           (% of Base
Named Executive Officer         Salary)        (# of Shares)         Salary)         (# of Shares)

Christopher J.B. Williams              100 %            22,169              150 %             33,253
Brad T. Irick                           20 %             2,439               40 %              4,877
William N. Burke                         -                   -               20 %              4,434



(1) Converted from British pounds sterling using an exchange rate of 1.669.


An award of time-vesting restricted stock will vest, assuming continued employment, ratably over a 3-year period beginning on the grant date. Dividends are payable on the time-vesting restricted stock during the vesting period. Between 0% and 200% of the target award of performance-vesting restricted stock will vest, assuming continued employment, on the third anniversary of the grant date based (i) 50% upon the Company's achievement of specified levels of operating return on equity over a 3-year performance period beginning on January 1, 2014 and (ii) 50% upon the Company's total shareholder return as compared to the Company's peer group over the same 3-year performance period. No dividends are payable on the performance-vesting restricted stock prior to vesting.

In addition, the Committee granted additional, discretionary awards of time-vesting and performance-vesting restricted stock under the 2008 FIP, as follows:

                                       Time-Vesting Restricted Stock         Performance-vesting Restricted
                                                   Award                         Stock Award (at Target)
Named Executive Officer                (Value)         (# of Shares)          (Value)         (# of Shares)

Christopher J.B. Williams           $     500,000                11,089                -                     -
Brad T. Irick                       $      20,000                   443    $      40,000                   797
William N. Burke                                -                     -    $     100,000                 2,217

The discretionary awards of time-vesting and performance-vesting restricted stock have the same terms and conditions as the annual awards of time-vesting and performance-vesting restricted stock, respectively.


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