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EX-31.1 - Maiden Holdings, Ltd. | v198952_ex31-1.htm |
EX-31.2 - Maiden Holdings, Ltd. | v198952_ex31-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
(Mark
One)
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the Fiscal Year Ended December 31, 2009
OR
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the Transition Period from ____________ to ____________.
Commission
File Number: 001-34042
MAIDEN
HOLDINGS, LTD.
(Exact
Name of Registrant As Specified in Its Charter)
Bermuda
|
98-0570192
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
No.)
|
131
Front Street
Hamilton
HM 12, Bermuda
(Address
of Principal Executive Offices and Zip Code)
(441)
292-7090
(Registrant’s
Telephone Number, Including Area Code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
|
Name
of Each Exchange on Which Registered
|
Common
Shares, par value $0.01 per share
|
The
NASDAQ Stock Market, LLC
|
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes ¨ No x
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act. Yes ¨ No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No
¨
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).Yes
¨ No ¨
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the registrant’s knowledge, in
the definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
¨
|
Accelerated Filer x
|
Non-Accelerated
Filer ¨
|
Smaller Reporting Company
¨
|
||||
(Do
not check if a smaller reporting company)
|
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
¨ No x
The
aggregate market value of voting and non-voting common shares held by
non-affiliates of the registrant as of June 30, 2009 (the last business day of
the registrant’s most recently completed second fiscal quarter) was
approximately $337.2 million based on the closing sale price of the registrant’s
common shares on the NASDAQ Global Select Market on that date.
As of
March 15, 2010, 70,291,757 common shares were outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the registrant’s definitive proxy statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A with respect to the annual
general meeting of the shareholders of the registrant scheduled to be held on
May 4, 2010 are incorporated by reference into Part III of this Form
10-K.
EXPLANATORY
NOTE
We are
filing this Amendment No. 1 (this “Amendment”) to our Annual Report on Form
10-K for the year ended December 31, 2009 (the “Original Filing”) in
response to comments we received from the staff of the Securities and Exchange
Commission (the “SEC”) in letters dated July 20, 2010
and September 30, 2010. Specifically, we are
amending the disclosure contained in our “Compensation Discussion &
Analysis” that was incorporated into Part III of the Original Filing by
reference to our Proxy Statement for the 2010 Annual Meeting of Shareholders
that we filed with the SEC on May 14, 2010 (the “2010 Proxy
Statement”).
For
purposes of this Amendment, and in accordance with Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, we are amending and restating “Item
11. Executive Compensation” of our Original Filing in its entirety, even though
the amendments only affect our “Compensation Discussion & Analysis.” In
addition, we are filing currently dated certifications by our principal
executive officer and principal financial officer as exhibits to this Amendment
under Item 15 of Part IV.
Except as
described above, no other amendments have been made to the Original Filing. This
Amendment continues to speak as of the date of the Original Filing, and we have
not updated the disclosures contained therein to reflect events that have
occurred since the date of the Original Filing. Accordingly, this Amendment
should be read in conjunction with our other filings made with the SEC
subsequent to the filing of the Original Filing, including any amendments to
those filings.
2
MAIDEN
HOLDINGS, LTD.
TABLE
OF CONTENTS
PART
III
|
||||
Item
11. Executive Compensation
|
3 | |||
PART
VI
|
||||
Item
15. Exhibits, Financial Statement Schedules
|
16 | |||
Signatures
|
17 | |||
Exhibits
|
||||
Ex-31.1:
Section 302 Certification of CEO
|
||||
Ex-31.2:
Section 302 Certification of CFO
|
3
PART
III
Item
11. Executive Compensation
Information
with respect to executive compensation included in the 2010 Proxy Statement and
incorporated by reference into the Original Filing is hereby superseded and
replaced by the below information. This information should be read in
conjunction with the Original Filing and the 2010 Proxy Statement.
COMPENSATION
DISCUSSION AND ANALYSIS
The
material elements of our compensation philosophy, strategy and plans are
discussed below. The Compensation Committee is responsible for establishing,
implementing and monitoring our compensation programs, philosophy and
objectives.
Overview
At this
stage in our history, the objectives of our executive compensation policy will
be to retain those executives whom we believe will be essential to our growth,
to attract other talented and dedicated executives and to motivate each of our
executives to develop our overall profitability. To achieve these goals, we
intend to offer each executive an overall compensation package that is simple
but competitive, and a substantial portion of which will be tied to the
achievement of specific performance objectives. Our overall strategy is to
compensate our named executive officers with a simple mix of cash compensation,
in the form of base salary and bonus, and equity compensation, in the form of
stock options and restricted share awards.
On
October 31, 2008, we acquired the reinsurance operations of GMAC Insurance from
GMACI Holdings, LLC, which included the following components, the sum of which
are referred to as the “GMAC Acquisition”:
|
·
|
GMAC
RE LLC (“GMAC RE”), a reinsurance managing general agent writing business
on behalf of Motors Insurance Corporation (“Motors”) and the renewal
rights for the business written through GMAC RE (which was subsequently
renamed Maiden Re Insurance Services, LLC (“Maiden
Re”));
|
|
·
|
GMAC
Direct Insurance Company (which closed on December 23, 2008 and was
subsequently renamed “Maiden Reinsurance Company”);
and
|
|
·
|
Integon
Specialty Insurance Company (which closed on September 1, 2009 and was
subsequently renamed “Maiden Specialty Insurance
Company”).
|
With the
GMAC Acquisition, we hired Mr. Raschbaum as our President and Chief Executive
Officer, Mr. Marshaleck, who now serves as Chief Financial Officer, and Ms.
Schmitt, who serves as President of Maiden Reinsurance Company and Maiden
Specialty Insurance Company.
The
Company utilized Mercer, a compensation consultant, in 2009, to (1) assist our
review of executive compensation, (2) research competitive long term incentive
market data and provide recommendations for a long term plan, (3) provide
competitive research data on chief executive officer pay, and (4) provide
information on employee stock purchase plans. Compensation decisions, including
those relating to the employment agreements to be offered to certain of our
named executive officers, will be made by our Board of Directors upon the
recommendation of the Compensation Committee. Mr. Raschbaum will be involved in
making recommendations to the Board of Directors regarding the compensation
arrangements for other executives. Mercer’s research directly assisted the
Compensation Committee to determine fair compensation for the Chief Executive
Officer.
We have
entered into employment agreements with Messrs. Raschbaum, Marshaleck and
Schmitt.
4
Executive
Compensation
We
believe that the Company’s compensation packages provide a reasonable
arrangement of pay elements that align executive incentives with the creation of
shareholder value, and bonuses and stock option awards that are dependent on,
and strictly tied to, the Company’s performance and only paid upon the
achievement of business goals and key business metrics. Our executive
compensation policy includes the following fixed and variable
elements:
Fixed
Compensation
Salary. The
base salaries provided to our named executive officers are designed to deliver
an annual salary at a level consistent with individual experience, skills and
contributions to the Company, and is consistent with levels paid by direct and
indirect competitors in the reinsurance marketplace. The Compensation
Committee generally establishes executive officer base salaries at base
compensation levels consistent with benchmark compensation levels for executives
with similar job responsibilities at our peer group companies (ACE Group, Argo
Group, Caitlin, Inc., Everest Reinsurance, General Reinsurance Corporation,
Munich Re-America, Odyssey Reinsurance, Partner Reinsurance Company of the US,
Platinum Underwriters Reinsurance, Inc., QBE, Reinsurance Group of America, SCOR
Reinsurance Company, Swiss Reinsurance, Transatlantic Holdings, White Mountains
Re Services and XL Reinsurance). The annual base salary of each of
the named executive officers except for Mr. Haveron is set in each of their
employment agreements and is reviewed on an annual basis. The Compensation
Committee determines the CEO’s compensation after consultation with each
director on the Board as well as the Company’s outside compensation consultant,
and reviews the recommendations of the CEO concerning the compensation of the
other named executive officers and makes determinations with respect
thereto. In March 2010, at the recommendation of the CEO, the
Compensation Committee raised Ms. Schmitt’s salary from $550,000 to $566,500,
Mr. Haveron’s salary from $300,000 to $350,000, and chose to maintain the base
salary of Messrs. Raschbaum and Marshaleck at $1,000,000 and $600,000,
respectively.
Benefits.
The Company seeks to provide benefit plans, such as health and welfare programs
to provide life, 401(k), health and disability benefits to our employees, in
line with applicable market conditions. These health and welfare plans help
ensure that the Company has a productive and focused workforce through reliable
and competitive health and other benefits. The named executive officers are
eligible for the same benefit plans provided to all other
employees.
The
Company provides certain of our named executive officers with other benefits
that the Company and the Compensation Committee believe are reasonable and
consistent with its overall compensation program to better enable the Company to
attract and retain key employees. These benefits are specified in our named
executive officers’ employment agreements. Many of these benefits
relate to those executives, such as Messrs. Raschbaum and Marshaleck, who reside
and/or work in Bermuda and are typical of such benefits provided to expatriates
in Bermuda. Examples of these benefits for Bermuda-based expatriates include
housing and housing gross up allowances. These benefits are described
under “Summary Compensation Table” and “Employment Agreements”
below.
Variable
Compensation
Summary of Bonus
Determinations. At the beginning of each year, our
Compensation Committee sets an aggregate target bonus pool for all employees for
the upcoming year, which constitutes the sum of the individual bonuses at target
performance for each employee. Individual bonus targets for named
executive officers are set by the Compensation Committee and reflect both the
judgments of the Compensation Committee and industry
benchmarking. For the balance of eligible employees, these targets
are established by management using similar benchmarking along with management
judgment. The Compensation Committee also sets targets for each of
the key company performance metrics that will guide its determination of what
percentage of the aggregate target bonus pool it will fund at the end of the
year, which ranges from 0% of 200% of the aggregate target depending upon
results. The Compensation Committee retains discretion to adjust the
performance metrics at the end of the year based on developments in the industry
and at the Company. After the year is completed, the Compensation
Committee determines the aggregate size of the company bonus pool for the
preceding year based on the Company’s performance, and then determines the
manner in which the pool will be divided among the named executive officers and
other employees, based on the methodology described below, which includes
discretion to recognize subjective elements of individual performance and
contributions.
5
Our bonus
policy awards each named executive officer (except for the chief executive
officer whose bonus is determined as described below) for his or her individual
contribution to our profits for the fiscal year via our annual incentive pool
(“AIP”). The AIP targets are determined by the Compensation Committee
and reward the achievement of certain objective measurable company-wide
performance metrics, which the Compensation Committee maintains discretion to
adjust. We believe that the policy of paying a bonus helps us attract
qualified employees and provides an additional incentive for them to join a
company with a limited track record.
During
2009, each of the named executive officers in particular were instrumental in
the integration of GMAC RE (acquired in November 2008) with and into the
Company, as well as development and implementation of the business strategy and
the establishment of an effective risk management framework for the combined
Company. In addition, the Company’s financial results in 2009
resulted in $61.06 million net income on gross premiums written of $1.05 billion
in challenging market conditions, while substantially increasing in the
Company’s book value per share from $8.70 to $9.62. For these
reasons, the Compensation Committee unanimously decided to award annual
incentive grants to the named executive officers and all employees within the
framework of the Company’s CEO annual incentive award and the AIP.
CEO annual
incentive award. The Compensation Committee determined that
the CEO’s target bonus would be contingent on the achievement of objective and
subjective standards weighted as follows: 65% of the annual incentive
was based on the objective performance metrics established for the corporate
AIP. These performance metrics were achieved as described
below. The Compensation Committee determined that the Company’s
performance supported the award of the full portion of the 65% of the CEO’s
target bonus tied to objective standards. The remaining 35% of the
target bonus was based on a subjective standard via the Compensation Committee’s
assessment of the CEO’s critical management and leadership
accomplishments. For 2009, the Committee considered the CEO’s
effectiveness in developing and implementing:
1. the
Maiden business strategy;
2. the
integration of GMAC RE with and into the Company;
3. an
effective risk management framework for the Company;
4. a
Maiden leadership team; and
5. working
with the Board of Directors and the shareholders.
Based on
the Committee’s review and discussion with the Company’s outside compensation
consultant and internal parties (including the Chairman of the Board), the
Committee unanimously agreed that the CEO’s performance supported the awarding
of the remaining 35% of the CEO’s target bonus attributable to subjective
factors.
To
confirm its conclusions, the Committee requested and received a top level
benchmarking analysis of CEO compensation from its outside compensation
consultant, focusing in particular on other Bermuda reinsurance
companies. Such analysis concluded that Mr. Raschbaum’s compensation
was within the range of cash compensation to similarly situated
CEOs. As a result of the foregoing, the Committee awarded Mr.
Raschbaum an annual incentive award of 100% of his base salary, or
$1,000,000.
Annual incentive
pool. The AIP is designed to reward our employees, including
our non-CEO named executive officers, based on achieving targets in the four
performance areas:
|
·
|
targeted
return on equity
|
6
|
·
|
achievement
of combined ratio objectives
|
|
·
|
growth
in written premium, and
|
|
·
|
controlling
expenses.
|
All of
our employees are eligible to earn annual incentive compensation. Our
annual incentive compensation is paid in February or March for the prior year’s
performance, and approval by the Compensation Committee is
required. An aggregate bonus pool target is established each year,
based on the sum of all of the individual employee target bonus
amounts. Employee targeted bonus amounts are determined by the
employee’s position and benchmarked with other reinsurance companies’ positions
based on information from various independent annual surveys and
services.
The
actual amount of the annual incentive pool is determined by the Compensation
Committee and was based in fiscal 2009 on achieving the following performance
metrics: return on equity (40% of the annual incentive calculation),
combined ratio target (30%), revenue growth (20%) and operating expense targets
(10%). The Compensation Committee maintains discretion to modify the
performance metrics based on developments in the industry, in the market and the
Company during the year. At a performance level of 75% of the target
performance metrics, 50% of the targeted annual incentive pool would be
awarded. For performance levels below the 75% performance level, no
annual incentive compensation would be paid. For performance levels
at 150% and above target performance, the annual incentive bonus pool would be
capped at 200% of the targeted annual incentive pool.
Return on
equity. Return on equity (or ROE) as a measure of performance
is highly correlated to market value and ultimately the creation of shareholder
value. As a measurement, it is a proxy for the relationship between
net income and the book value of the Company. The Board in
consultation with the CEO establishes annual bonus target levels that are
consistent with the objective of ultimately achieving a medium term goal of 15%
annual ROE. Recognizing the impact on ROE from both the current low
yield investment environment and the significant increase in the Company’s book
value, the Board of Directors chose to modify the ROE metric when deciding to
fund the 2009 AIP.
Combined
ratio. Underwriting profit is a critical component of
operating performance and the combined ratio reflects the margin by which
insurance earned revenues exceed operating costs and reinsured
losses. The Company utilizes this metric to evaluate its underwriting
effectiveness at a contract and aggregate portfolio basis. This
metric is also measured at the underwriting team level and ultimately impacts
individual compensation. For Maiden, the group’s target metric is a
96% or lower combined ratio.
Revenue growth
rate. While the reinsurance sector is a mature market with
pronounced underwriting cycles that reflect the competitive nature of the
market, over time, Maiden management believes that its competitive advantages
should enable the Company to grow at a level in excess of the broader industry
growth trends. While this metric is an important measure of the
effectiveness of the Company’s business model and market acceptance, it receives
a significantly lower weighting that ROE and combined ratio in recognition of
the fact that in a cyclically mature market, competition in the reinsurance
sector may at times reach a level where growth opportunities at acceptable
margins are limited.
Operating
expense. Reflecting the mature market dynamics of the
reinsurance sector, a critical element of Maiden’s business model is operating
efficiency. Maiden targets the maintenance of operating expense
relativities (operating expenses measured against net earned premium) within the
most efficient quartile among industry participants of operating efficiency on
an annual basis. It is believed that loss costs being equal, the
relative operational efficiency of Maiden can further differentiate the Company
in both profit margin and cost competitiveness. The Board of
Directors establishes this metric on an annual basis based on the business plan
developed by management.
7
The
targets for the 2009 fiscal year, adopted by the Compensation Committee in
February 2009, were a 15% return on equity, 96% combined ratio, 10% revenue
growth and an achievement of targeted operating expense levels of $48
million. The following chart compares the target and the actual
figures attained by the Company and the resulting aggregate employee bonus pool
funded in fiscal 2009:
Business Performance
|
2009
|
2009
|
2009 AIP Payout
|
|||||||||||||
Metric
|
Weight
|
Target
|
Actual
|
%
|
||||||||||||
Return
On Equity*
|
40 | % | 15 | % | 11.4 | %* | 20.8 | % | ||||||||
Combined
Ratio
|
30 | % | 96 | % | 96 | % | 30 | % | ||||||||
Revenue
Growth**
|
20 | % | 10 | % | 44.2 | % | 40 | % | ||||||||
Operating
Expenses
|
10 | % |
$
|
48
million
|
$
|
48
million
|
10 | % | ||||||||
Total
|
100 | % |
* The
original, non-adjusted, pre-tax ROE calculation produced a total metric
percentage of under 100%. However, the Compensation Committee
considered the sizable book value growth of the Company in 2009, as well as the
unprecedented low yields on the assets deployed and the trust preferred
securities adjustment as negatively affecting the ROE calculation. As
a result, the Compensation Committee adjusted the ROE calculation to be based on
average equity adjusted for the trust preferred securities equity increase of
$45 million, which results in an adjusted ROE percentage to produce a total
metric percentage of over 100%.
**
Revenue growth calculation based on calculating (2009 total premium minus 2008
total premium)/2008 total premium = 44.2%
The
aggregate bonus pool maximum target established for the 2009 fiscal year was
$5.8 million, which was fully accrued for in the Company’s fiscal 2009 financial
statements. For employees other than the named executive officers,
executive management has discretion to determine the actual incentive
compensation paid, which can range from 0% to 200% of the employees’ targeted
annual incentive compensation based on the employees’ individual performance for
the year. The total annual incentive compensation paid cannot exceed
the aggregate pool approved by the Compensation Committee.
The
Compensation Committee determines the actual annual incentive compensation for
the named executive officers based on the performance metrics used to determine
the annual incentive compensation pool and their individual contribution to
achieving the performance metrics. The Committee relied upon the
benchmarking survey from our outside compensation consultant, as well as the
recommendations from the entire Board of Directors and the chief executive
officer, when determining and approving the targeted annual incentive grants of
the non-CEO named executive officers. Such targeted annual incentive
grants are a percentage of base salary. The Compensation Committee
considered the following specific factors when considering the annual incentive
awards to the non-CEO named executive officers:
|
·
|
benchmarking
of similarly situated officers in the peer group described
above;
|
|
·
|
strategic
support of business objectives, such as the GMAC RE
integration;
|
|
·
|
building
the Sarbanes-Oxley and GAAP compliance
activities;
|
|
·
|
maintaining
active client interaction and
support;
|
|
·
|
progress
in expanding the underwriting portfolio and maintaining strong
underwriting performance;
|
8
|
·
|
accelerating
the transition of clients from the GMAC RE platform to Maiden Re, and
re-underwriting the Maiden Specialty business by successfully reducing
catastrophe aggregates;
|
|
·
|
efforts
to strengthen the Company’s finance and accounting capabilities,
procedures and processes;
|
|
·
|
leading
the enterprise risk management effort and Sarbanes-Oxley certification;
and
|
|
·
|
significant
progress in SEC reporting.
|
The
Compensation Committee determined that Mr. Marshaleck contributed to these
factors with strong performance in expanding the capabilities of the finance
team, overseeing the successful integration of the GMAC RE and Maiden finance
organizations, providing active and strategic finance-function support of
business objectives, leading the strengthening of the Sarbanes-Oxley and GAAP
compliance activities, and maintaining active client interaction and
support.
The
Compensation Committee determined that Ms. Schmitt contributed to these factors
by leading the U.S. platform to exceed operating targets, driving significant
progress in expanding the underwriting portfolio and achieving strong
underwriting performance, maintaining a high level of performance accountability
in managing the U.S. business, creating strong team alignment after the GMAC RE
acquisition, effectively transitioning clients from the GMAC RE platform to
Maiden, and directing the re-underwriting of the Maiden Specialty business by
successfully reducing catastrophe aggregates.
The
Compensation Committee determined that Mr. Haveron contributed to these factors
through his efforts to strengthen Maiden’s finance and accounting capabilities,
enhance operational and financial procedures and processes, provide strong
strategic support of the business, develop and drive the implementation of an
enterprise risk management activity and Sarbanes-Oxley certification, realize
significant progress in improving SEC reporting, and provide effective
leadership of Maiden Global Servicing.
Based on
the foregoing and the CEO’s overall assessment of their performance, (1) Mr.
Marshaleck, who was targeted to receive 100% of his base compensation, was
granted an annual incentive grant of 100%, of his base compensation, or
$600,000; (2) Ms. Schmitt, who was targeted to receive 75% of her base
compensation, was granted an annual incentive grant of 78.75% of her base
compensation, or $433,175; and (3) Mr. Haveron, who was targeted to receive 55%
of his base compensation, was granted a prorated, annual incentive grant of 67%
of his base compensation, or $50,000 (Mr. Haveron joined the Company in
September 2009).
In March
2010, based on the aforementioned accomplishments of the Company in 2009 and the
other factors described above, the Compensation Committee authorized the funding
of the annual incentive compensation pool for 2009 at 100% for all
employees. Further in March 2010, the Compensation Committee
unanimously approved the metrics for the 2010 AIP, which are the same as 2009
with one exception: the ROE target was altered to 12.5%, which is consistent
with other similarly situated reinsurance companies, as well as for the reasons
stated above (i.e. changes in the operating environment, the current investment
yield environment and maintaining a conservative investment
portfolio).
Long-Term
Incentive Program. We believe that the use of common shares
and share-based awards offers the best approach to achieving our compensation
goals as equity ownership ties a considerable portion of a named executive
officer’s compensation to the performance of our common shares. We intend to
increase our emphasis on long-term variable compensation at the senior executive
levels because of our desire to reward effective long-term management decision
making and provide the named executive officers with a future interest in the
Company. While we intend to in the future, we have not as of yet adopted share
ownership guidelines for our named executive officers. We have
adopted the amended 2007 Share Incentive Plan, as described in this Report,
which provides the principal method for our named executive officers to acquire
equity interests in the Company.
9
2007 Share
Incentive Plan. We believe stock options align employee
incentives with shareholders because options have value only if the share price
increases over time. The Plan is intended to award our employees and
named executive officers with proprietary interests in the Company and to
provide an additional incentive to promote our success and to remain in our
service. The Plan authorizes us to grant incentive stock options, non-qualified
stock options and restricted share awards to our employees, officers, directors
and consultants. Our Compensation Committee oversees the administration of the
Plan. 10,000,000 or our common shares are reserved for issuance under the Plan,
of which no more than 2,500,000 (25% of the total number of share currently
authorized for issuance under the Plan) may be used for restricted share awards.
The Compensation Committee may in the future elect to make grants of restricted
shares to our named executive officers but has not done so at this
time. As of September 30, 2010, we have granted stock options to
purchase 2,407,230 shares in the aggregate to our senior executives,
non-employee directors, employees and other persons. The Compensation
Committee awards stock options based on its evaluation of an individual’s
contribution to the Company’s overall success.
As for
the named executive officers, Mr. Raschbaum as required by his employment
agreement was granted 333,334 options in November 2008 and 333,333 options in
November 2009. Mr. Marshaleck was granted 25,000 options in November 2008,
75,000 options in February 2009, and 50,000 options in March 2010. Ms. Schmitt
was granted 25,000 options in November 2008, 75,000 options in February 2009,
and 50,000 options in March 2010. Mr. Haveron was granted 40,000 options in
March 2010. The stock options granted to Mr. Marshaleck, Ms. Schmitt
and Mr. Haveron, along with the rest of the employees, are at the complete
discretion of the Compensation Committee. Until we create a formal
long term incentive plan, the only form of long term compensation presently
awarded to the named executive officers are via stock options and are well
within the benchmarked long term awards granted to similarly situated
executives.
Retirement
Plan. We do not provide either a qualified or non-qualified
pension plan for our named executive officers. However, it is intended that all
of our employees will be eligible to participate in pension plans which have
been or will be established on their behalf.
Change in Control
and Severance Arrangements. We do not maintain change in
control agreements with any of our named executive officers. We do not provide
any other severance benefits, other than as may be provided from time to time in
an executive’s employment agreement. Currently, none of the employment
agreements with our named executive officers provide for a change in control or
severance payments.
Perquisites and
Other Benefits
. As a general matter, we limit the use of perquisites in
compensating our senior management. We maintain health and welfare programs to
provide life, 401(k), health and disability benefits to our employees. Our named
executive officers participate in these plans on the same terms as other
employees. Under the terms of the employment agreements, we reimburse Messrs.
Raschbaum, Marshaleck and Schmitt for reasonable travel and out-of-pocket
expenses that they incur in the performance of their functions, duties and
responsibilities.
Compensation
Committee Report
The
Compensation Committee has reviewed and discussed the Compensation Discussion
and Analysis with management. Based on its review, the Compensation Committee
recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this Report.
Steven
H. Nigro, Chairman
|
Simcha
Lyons
|
Raymond
M. Neff
|
10
2009
SUMMARY COMPENSATION TABLE
Name and Principal Position
|
Year
|
Salary
|
Bonus(2)
|
Option
Awards(1)
|
All Other
Compensation
|
Total
|
||||||||||||||||
Arturo
M. Raschbaum, President and
Chief
Executive Officer
|
2009
|
$ | 1,000,000 | $ | 1,000,000 | 95,075 | 136,887 | (3) | 2,231,962 | |||||||||||||
2008
|
$ | 134,615 | $ | — | 9,167 | 1,008,450 | (4) | 1,152,232 | ||||||||||||||
John
Marshaleck,
Chief
Financial Officer
|
2009
|
$ | 600,000 | $ | 600,000 | 18,108 | $ | 127,537 | (3) | $ | 1,345,645 | |||||||||||
2008
|
92,308 | $ | 52,360 | 688 | $ | 3,443 | (5) | 148,799 | ||||||||||||||
Karen
Schmitt, President of Major
Subsidiaries
|
2009
|
$ | 550,000 | $ | 433,125 | 18,108 | $ | 13,620 | (5) | $ | 1,014,853 | |||||||||||
Patrick
J. Haveron,
Executive
Vice President
|
2009
|
$ | 79,500 | $ | 50,000 | — | $ | 4,905 | (6) | $ | 134,405 | |||||||||||
Michael
J. Tait, former Chief Financial
Officer
|
2009
|
$ | 230,000 | $ | 120,000 | 45,538 | $ | 98,400 | (7) | $ | 493,938 | |||||||||||
2008
|
200,000 | $ | 80,000 | 44,297 | — | 324,297 | ||||||||||||||||
2007
|
30,365 | 37,500 | 6,626 | — | 74,491 |
(1)
|
Represents
the aggregate grant date fair value of option awards held by the named
executive officer determined in accordance with Accounting Standards
Codification Topic No. 718, “Compensation — Stock Compensation”
(“ASC 718”), using the assumptions described in Note 15 to the Financial
Statements included in our Annual Report on Form 10-K filed with the
Securities and Exchange Commission for the respective
year.
|
(2)
|
Amount
shown reflects bonus payments accrued for in the relevant year and
actually paid in March of the following
year.
|
(3)
|
Amount
shown reflects payments related to the costs of commuting to our office in
Bermuda and associated lodging expenses, as well as medical, dental and
life insurance.
|
(4)
|
Amount
shown reflects payments intended to compensate Mr. Raschbaum for the loss
of certain forfeited variable compensation and benefit payments resulting
from the GMAC Acquisition, as well as medical and life insurance and car
payments.
|
(5)
|
Amount
shown reflects payments related to life insurance and a car
allowance.
|
(6)
|
Mr.
Haveron joined the Company in September 2009. Amount shown reflects
payments related to life insurance and a car
allowance.
|
(7)
|
Mr.
Tait served as Chief Financial Officer of Maiden Holdings through August
2009 and now serves as Chief Financial Officer of Maiden Insurance. Amount
shown reflects payments related to housing allowance and employer pension
contributions.
|
11
GRANTS
OF PLAN-BASED AWARDS IN 2009
Name
|
Grant Date
|
Number of Securities
Underlying Options
|
Exercise or Base
Price of Option
Awards (per Share)
|
Grant Date Fair Value of
Stock and Option Awards (1)
|
|||||||||||
Arturo
M. Raschbaum
|
November
12, 2009
|
333,333 | $ | 7.25 | $ | 796,665 | |||||||||
John
Marshaleck
|
February
24, 2009
|
75,000 | $ | 4.45 | $ | 61,500 | |||||||||
Karen
Schmitt
|
February
24, 2009
|
75,000 | $ | 4.45 | $ | 61,500 | |||||||||
Patrick
J. Haveron
|
—
|
— | — | — | |||||||||||
Michael
J. Tait
|
—
|
— | — | — |
(1)
|
These
awards were made under the 2007 Share Incentive Plan. The values of the
stock options granted on February 24, 2009 and November 12, 2009 were
based on a projected Black-Scholes value of $0.82 per share and $2.39 per
share, respectively.
|
Employment
Agreements
Below is
a summary of the employment agreements we have entered into with certain of our
named executive officers. We do not currently maintain key man life insurance
policies with respect to any of our senior management.
Arturo
M. Raschbaum
We have
entered into an employment agreement with Mr. Raschbaum under which he has
agreed to serve as our President and Chief Executive Officer. The term of the
employment agreement will end on October 31, 2011 unless terminated earlier
pursuant to the terms of the employment agreement. The employment agreement will
automatically renew for successive three year periods unless the Company or the
employee provides adequate notice of its or his intention not to renew the
employment agreement. Mr. Raschbaum’s annual base salary is $1,000,000, which is
subject to annual review by the Board of Directors.
Under his
employment agreement, we are able to terminate Mr. Raschbaum’s employment at any
time for “cause” and, upon such an event, we will have no further compensation
or benefit obligation to Mr. Raschbaum after the date of termination. Cause is
defined in the agreement as (i) a material breach of the employment agreement by
the executive, but only if such breach is not cured within 30 days following
written notice by the Company to the executive of such breach, assuming such
breach may be cured; (ii) conviction of any act or course of conduct involving
moral turpitude; or (iii) engagement in any willful act or willful course of
conduct constituting an abuse of office or authority that significantly and
adversely affects our business or reputation. No act, failure to act or course
of conduct on the executive’s part will be considered willful unless done, or
omitted to be done, by him not in good faith and without reasonable belief that
his action, omission or course of conduct was in our best
interests.
Under his
employment agreement, Mr. Raschbaum has agreed to keep confidential all
information regarding the Company that he receives during the term of his
employment and thereafter. Mr. Raschbaum also agreed that during his employment
and for a three-year period beginning upon termination of his employment he will
not solicit any of our customers with whom he had dealings or senior employees
or solicit any entity that he knows has been contacted by us regarding a
possible acquisition by us for purposes of acquiring that entity.
John
Marshaleck
We have
entered into an employment agreement with Mr. Marshaleck under which he
originally agreed to serve as the President of our subsidiary Maiden Re. Mr.
Marshaleck has subsequently relinquished that role and is now our Chief
Financial Officer. The term of the employment agreement will end on October 31,
2011 unless terminated earlier pursuant to the terms of the employment
agreement. The employment agreement will automatically renew for successive
three year periods unless the Company or the employee provides adequate notice
of its or his intention not to renew the employment agreement. Mr. Marshaleck’s
annual base salary is $600,000, which is subject to annual review by the Chief
Executive Officer (and the Compensation Committee).
12
Under his
employment agreement, we are able to terminate Mr. Marshaleck’s employment at
any time for “cause” and, upon such an event, we will have no further
compensation or benefit obligation to Mr. Marshaleck after the date of
termination. Cause is defined in the agreement as (i) a material breach of the
employment agreement by the executive, but only if such breach is not cured
within 30 days following written notice by the Company to the executive of such
breach, assuming such breach may be cured; (ii) conviction of any act or course
of conduct involving moral turpitude; or (iii) engagement in any willful act or
willful course of conduct constituting an abuse of office or authority that
significantly and adversely affects our business or reputation. No act, failure
to act or course of conduct on the executive’s part will be considered willful
unless done, or omitted to be done, by him not in good faith and without
reasonable belief that his action, omission or course of conduct was in our best
interests.
Under his
employment agreement, Mr. Marshaleck has agreed to keep confidential all
information regarding the Company that he receives during the term of his
employment and thereafter. Mr. Marshaleck also agreed that during his employment
and for a three-year period beginning upon termination of his employment he will
not solicit any of our customers with whom he had dealings or senior employees
or solicit any entity that he knows has been contacted by us regarding a
possible acquisition by us for purposes of acquiring that entity.
Karen
Schmitt
We have
entered into an employment agreement with Ms. Schmitt under which he has agreed
to serve as the President of our subsidiaries Maiden Reinsurance Company and
Maiden Specialty Insurance Company. The term of the employment agreement will
end on October 31, 2011 unless terminated earlier pursuant to the terms of the
employment agreement. The employment agreement will automatically renew for
successive three year periods unless the Company or the employee provides
adequate notice of its or his intention not to renew the employment agreement.
After receiving a 3% raise in March 2010, Ms. Schmitt’s annual base salary is
$566,500, which is subject to annual review by the Chief Executive Officer and
the Compensation Committee.
Under her
employment agreement, we are able to terminate Ms. Schmitt’s employment at any
time for “cause” and, upon such an event, we will have no further compensation
or benefit obligation to Ms. Schmitt after the date of termination. Cause is
defined in the agreement as (i) a material breach of the employment agreement by
the executive, but only if such breach is not cured within 30 days following
written notice by the Company to the executive of such breach, assuming such
breach may be cured; (ii) conviction of any act or course of conduct involving
moral turpitude; or (iii) engagement in any willful act or willful course of
conduct constituting an abuse of office or authority that significantly and
adversely affects our business or reputation. No act, failure to act or course
of conduct on the executive’s part will be considered willful unless done, or
omitted to be done, by him not in good faith and without reasonable belief that
his action, omission or course of conduct was in our best
interests.
Under her
employment agreement, Ms. Schmitt has agreed to keep confidential all
information regarding the Company that she receives during the term of her
employment and thereafter. Ms. Schmitt also agreed that during her employment
and for a three-year period beginning upon termination of his employment she
will not solicit any of our customers with whom she had dealings or senior
employees or solicit any entity that she knows has been contacted by us
regarding a possible acquisition by us for purposes of acquiring that
entity.
Michael
J. Tait
We have
entered into an employment agreement with Mr. Tait under which he originally
agreed to serve as our Chief Financial Officer, and now is the Chief Financial
Officer of Maiden Insurance. The initial term of the employment agreement ended
on October 23, 2009, and it has automatically renewed for two years through
October 23, 2011. The employment agreement will automatically renew for
successive two year periods unless the Company or the employee provides adequate
notice of its or his intention not to renew the employment agreement. Mr. Tait’s
annual base salary is $230,000, which is subject to annual review by the by the
Chief Executive Officer of Maiden Insurance.
13
Under his
employment agreement, we are able to terminate Mr. Tait’s employment at any time
for “cause” and, upon such an event, we will have no further compensation or
benefit obligation to Mr. Tait after the date of termination. Cause is defined
in the agreement as (i) a material breach of the employment agreement by the
executive, but only if such breach is not cured within 30 days following written
notice by the Company to the executive of such breach, assuming such breach may
be cured; (ii) conviction of any act or course of conduct involving moral
turpitude; or (iii) engagement in any willful act or willful course of conduct
constituting an abuse of office or authority that significantly and adversely
affects our business or reputation. No act, failure to act or course of conduct
on the executive’s part will be considered willful unless done, or omitted to be
done, by him not in good faith and without reasonable belief that his action,
omission or course of conduct was in our best interests.
Under his
employment agreement, Mr. Tait has agreed to keep confidential all information
regarding the Company that he receives during the term of his employment and
thereafter. Mr. Tait also agreed that during his employment and for a two-year
period beginning upon termination of his employment he will not solicit any of
our customers with whom he had dealings or senior employees or solicit any
entity that he know has been contacted by us regarding a possible acquisition by
us for purposes of acquiring that entity.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END 2009
The
following table sets forth the options held by the named executive officers as
of December 31, 2009 (there were no restricted stock awards as of December 31,
2009):
Option Awards(1)
|
||||||||||||||||||||
Name
|
Number of Securities
Underlying
Unexercised Options
(#) Exercisable
|
Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
|
Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised Unearned
Options (#)
|
Option
Exercise Price
($)
|
Option
Expiration
Date
|
|||||||||||||||
Arturo
M. Raschbaum
|
83,333 | 250,001 | — | $ | 3.28 |
11/12/2018
|
||||||||||||||
— | 333,333 | $ | 7.25 |
11/12/2019
|
||||||||||||||||
John
Marshaleck
|
6,250 | 18,750 | — | $ | 3.28 |
11/12/2018
|
||||||||||||||
|
— | 75,000 | — | $ | 4.45 |
2/24/2019
|
||||||||||||||
Karen
Schmitt
|
6,250 | 18,750 | — | $ | 3.28 |
11/12/2018
|
||||||||||||||
|
— | 75,000 | — | $ | 4.45 |
2/24/2019
|
||||||||||||||
Patrick
J. Haveron
|
— | — | — | — |
—
|
|||||||||||||||
Michael
J. Tait
|
25,000 | 25,000 | — | $ | 10.00 |
11/6/2017
|
||||||||||||||
|
1,875 | 5,625 | — | $ | 3.28 |
11/12/2018
|
(1)
|
Under
the 2007 Share Incentive Plan, 25% of the options will become exercisable
on the first anniversary of the grant, with an additional 6.25% of the
options vesting each quarter thereafter based on the executive’s continued
employment over a four-year period.
|
None of
our named executive officers exercised any options in 2009.
DIRECTOR
COMPENSATION FOR 2009
We pay an
annual retainer of $55,000 to each non-employee director of the Company. In
addition, each non-employee director receives a fee of $2,000 for each meeting
of the Board of Directors attended in person. Each non-employee director who
chairs a committee also receives an annual retainer of $5,000, as well as $1,000
for each meeting of such committee of the board chaired. Each non-employee
director receives a fee of $1,000 for attendance at each meeting of a committee
of the Board of Directors on which he or she sits. We also reimburse our
directors for reasonable expenses they incur in attending meetings of the Board
of Directors or committees. Directors may also be eligible in the future for
awards under the 2007 Share Incentive Plan. A director does not receive a fee
for any Board of Directors meeting or committee meeting he or she does not
attend in person or for any committee meeting he or she attends as a
non-committee member. Employee directors receive no compensation for service on
the Board of Directors or any board committee.
14
At the
closing of the private offering in 2007, each non-employee director received an
initial grant of 12,000 options under the Plan described above, to purchase our
common shares with an exercise price equal to $10.00 per share, which the Board
of Directors determined to be the fair market value of our shares on the date of
grant based on the share price of our private offering, which closed on that
date. On January 8, 2008, the date Mr. Neuberger joined our Board of Directors,
Mr. Neuberger received a grant of 12,000 options under the Plan to purchase our
common shares with an exercise price equal to $10.00 per share. Each director
received a grant of 6,000 options in June 2008 and a grant of 6,000 options in
June 2009. These options will vest on the first anniversary of the grant. In the
future, on or around June 1 of each year, each non-employee director will
receive an annual grant of 6,000 options to purchase our common shares with an
exercise price equal to the fair market value on the grant date, which will vest
on the first anniversary of the grant.
Mr.
Zyskind has not accepted a retainer, any Board of Directors or committee fees or
any options for his service as Chairman of our Board of Directors.
The
following table provides the amount of compensation paid to the non-employee
directors of the Company for 2009:
Fees Earned or Paid
in Cash ($) (1)
|
Option Awards ($)
(2)(4)
|
Total ($)
|
||||||||||
Barry
D. Zyskind
|
— | — | — | |||||||||
Raymond
M. Neff
|
86,000 | 6,720 | 92,720 | |||||||||
Simcha
Lyons
|
74,079 | 6,720 | 80,799 | |||||||||
Yehuda
L. Neuberger
|
62,000 | 6,720 | 68,720 | |||||||||
Steven
H. Nigro
|
84,000 | 6,720 | 90,720 | |||||||||
Max
Caviet(3)
|
22,917 | — | 22,917 |
(1)
|
The
amounts represent annual cash retainer for board service and, as
applicable, retainers for board committee service or service as chairman
of a board committee and fees for attendance at board meetings and, as
applicable, committee meetings.
|
(2)
|
Represents
the aggregate grant date fair value of option awards held by the director
determined in accordance with ASC 718, using the assumptions described in
Note 15 to the Financial Statements included in our Annual Report on Form
10-K filed with the Securities and Exchange Commission for the respective
year.
|
(3)
|
Mr.
Caviet was not nominated for reelection in 2009, thus was a director only
through April 30, 2009.
|
(4)
|
The
following table represents options awarded in 2009 and outstanding at
December 31, 2009 for each
director:
|
Options Awarded
|
Options Outstanding at
December 31, 2009
|
|||||||
Barry
D. Zyskind
|
0 | 0 | ||||||
Raymond
M. Neff
|
6,000 | 24,000 | ||||||
Simcha
Lyons
|
6,000 | 24,000 | ||||||
Yehuda
L. Neuberger
|
6,000 | 24,000 | ||||||
Steven
H. Nigro
|
6,000 | 24,000 |
All
options granted in 2009 will vest on the first anniversary of June 1, 2009, the
date of grant.
Compensation
Committee Interlocks and Insider Participation
Mr. Nigro
is the chairman of our Compensation Committee and the other members of our
Compensation Committee are Messrs. Lyons and Neff. None of the members of our
Compensation Committee has been an officer or employee of the Company or had a
relationship during 2009 requiring disclosure under Item 404 of Regulation
S-K.
15
During
2009:
|
·
|
None
of our executive officers served as a member of the compensation committee
of another entity, one of whose executive officers served on our
Compensation Committee;
|
|
·
|
None
of our executive officers served as a director of another entity, one of
whose executive offices served on our Compensation Committee;
and
|
|
·
|
None
of our executive officers served as a member of the compensation committee
of another entity, one of whose executive officers served as a director of
Maiden Holdings.
|
PART
IV
Item
15. Exhibits, Financial Statement Schedules.
(a) Financial
statement schedules
Financial
statement schedules for which provision is made in the applicable regulations of
the SEC have been omitted because the information is disclosed in the
Consolidated Financial Statements presented in our original Annual Report on
Form 10-K for the fiscal year ended December 31, 2009, filed with the SEC on
March 16, 2010, or because such schedules are not required or not
applicable.
(b) Exhibits
The
exhibits listed in the Exhibit Index starting on page E-1 following the
signature page are filed herewith, which Exhibit Index is incorporated herein by
reference.
16
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized, in Hamilton, Bermuda on October 15,
2010.
MAIDEN
HOLDINGS, LTD
|
||
/s/ ARTURO M.
RASCHBAUM
|
||
Name:
|
Arturo
M. Raschbaum
|
|
Title:
|
President
and Chief Executive Officer
(Principal
Executive Officer)
|
17
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
Reference
|
||
2.1
|
Stock
Purchase Agreement by and between Maiden Holdings North America, Ltd. and
GMAC Insurance Management Corporation, dated as of October 31,
2008
|
(1)
|
||
2.2
|
Stock
Purchase Agreement by and between Maiden Holdings North America, Ltd. and
Motors Insurance Corporation, dated as of October 31, 2008
|
(1)
|
||
2.3
|
Securities
Purchase Agreement by and between Maiden Holdings, Ltd., Maiden Holdings
North America, Ltd. and GMACI Holdings LLC, dated as of October 31,
2008
|
(1)
|
||
2.4
|
Portfolio
Transfer and Quota Share Reinsurance Agreement by and between Maiden
Insurance Company, Ltd. and Motors Insurance Corporation, dated as of
October 31, 2008
|
(1)
|
||
3.1
|
Memorandum
of Association
|
(2)
|
||
3.2
|
Bye-Laws
|
(2)
|
||
4.1
|
Form
of Common Share Certificate
|
(2)
|
||
4.2
|
Warrant
granted by Maiden Holdings, Ltd. to George Karfunkel, effective June 7,
2007
|
(2)
|
||
4.3
|
Warrant
granted by Maiden Holdings, Ltd. to Michael Karfunkel, effective June 7,
2007
|
(2)
|
||
4.4
|
Warrant
granted by Maiden Holdings, Ltd. to Barry D. Zyskind, effective June 7,
2007
|
(2)
|
||
4.5
|
Registration
Rights Agreement by and between Maiden Holdings, Ltd. and Friedman,
Billings, Ramsey & Co., Inc., dated as of July 3, 2007
|
(2)
|
||
4.6
|
Registration
Rights Agreement by and between Maiden Holdings, Ltd. and George
Karfunkel, Michael Karfunkel and Barry D. Zyskind, dated as of July 3,
2007
|
(2)
|
||
4.7
|
Amended
and Restated Declaration of Trust by and among Wilmington Trust Company,
as Institutional Trustee and as Delaware Trustee, Maiden Holdings North
America, Ltd., as Sponsor, and the Administrators (as named therein),
dated as of January 20, 2009
|
(3)
|
||
4.8
|
Indenture
by and between Maiden Holdings North America, Ltd. and Wilmington Trust
Company, as Trustee, relating to Fixed Rate Subordinated Deferrable
Interest Debentures Due 2039 (including the form of debenture), dated
January 20, 2009
|
(3)
|
||
4.9
|
Guarantee
Agreement by and between Maiden Holdings, Ltd., as Guarantor, and
Wilmington Trust Company, as Trustee, dated as of January 20,
2009
|
(3)
|
18
4.10
|
Guarantee
Agreement by and between Maiden Holdings North America, Ltd., as
Guarantor, and Wilmington Trust Company, as Trustee, dated as of January
20, 2009
|
(3)
|
||
10.1*
|
2007
Share Incentive Plan
|
(2)
|
||
10.2*
|
Form
of Share Option Agreement for Employee Recipients of Options under 2007
Share Incentive Plan
|
(2)
|
||
10.3*
|
Form
of Share Option Agreement for Non-Employee Recipients of Options under
2007 Share Incentive Plan
|
(2)
|
||
10.4*
|
Employment
Agreement by and between Maiden Holdings, Ltd. and Max G. Caviet, dated as
of July 3, 2007
|
(2)
|
||
10.5*
|
Employment
Agreement by and between Maiden Re and Karen Schmitt, dated as of October
31, 2008
|
(5)
|
||
10.6*
|
Employment
Agreement by and between Maiden Re. and John Marshaleck, dated as of
October 31, 2008
|
(5)
|
||
10.7*
|
Employment
Agreement by and between Maiden Holdings, Ltd. and Arturo Raschbaum, dated
as of October 31, 2008
|
(5)
|
||
10.8*
|
Employment
Agreement by and between Maiden Insurance Company Ltd. and James A. Bolz,
dated as of October 23, 2007
|
(6)
|
||
10.9*
|
Employment
Agreement by and between Maiden Holdings, Ltd. and Michael J. Tait, dated
as of November 6, 2007
|
(6)
|
||
10.10*
|
Master
Agreement by and between Maiden Holdings, Ltd. and AmTrust Financial
Services, Inc., dated as of July 3, 2007
|
(2)
|
||
10.11
|
Amendment
No. 1 to the Master Agreement by and between Maiden Holdings, Ltd. and
AmTrust Financial Services, Inc., dated as of September 17,
2007
|
(2)
|
||
10.12
|
Quota
Share Reinsurance Agreement by and between Maiden Insurance Company, Ltd.
and AmTrust International Insurance, Ltd., entered into as of September
17, 2007 and effective as of July 1, 2007
|
(2)
|
||
10.13
|
Addendum
No. 1 to the Quota Share Reinsurance Agreement by and between Maiden
Insurance Company, Ltd. and AmTrust International Insurance, Ltd., dated
as of January 15, 2008
|
(4)
|
||
10.14
|
Addendum
No. 2 to Quota Share Reinsurance Agreement by and between Maiden Insurance
Company, Ltd. and AmTrust International Insurance, Ltd. and dated as of
June 1, 2008
|
(7)
|
||
10.15
|
Amended
and Restated Quota Share Reinsurance Agreement by and between Maiden
Insurance Company, Ltd. and AmTrust International Insurance, Ltd. and
dated as of June 1, 2008
|
(9)
|
19
10.16
|
Loan
Agreement by and between AmTrust International Insurance, Ltd. and Maiden
Insurance Company, Ltd., dated as of November 16, 2007
|
(4)
|
||
10.17
|
Amendment
No. 1 to the Loan Agreement by and between AmTrust International
Insurance, Ltd. and Maiden Insurance Company, Ltd., dated as of February
15, 2008
|
(4)
|
||
10.18
|
Asset
Management Agreement by and between AII Insurance Management Limited and
Maiden Insurance Company, Ltd., dated as of July 3, 2007
|
(2)
|
||
10.19
|
Reinsurance
Brokerage Agreement by and between Maiden Insurance Company, Ltd. and AII
Reinsurance Broker Ltd., dated as of July 3, 2007
|
(2)
|
||
10.20
|
Brokerage
Services Agreement between Maiden Insurance Company, Ltd. and IGI
Intermediaries Limited, dated as of January 1, 2008
|
(4)
|
||
10.21
|
Reinsurance
Brokerage Services Agreement between Maiden Insurance Company, Ltd. and
IGI Intermediaries, Inc., dated as of April 3, 2008
|
(8)
|
||
10.22
|
Form
of Indemnification Agreement between Maiden Holdings, Ltd. and its
officers and directors
|
(4)
|
||
10.23*
|
Form
of Purchase Agreement by and among Maiden Holdings, Ltd., Maiden Capital
Financing Trust, Maiden Holdings North America, Ltd. and various
institutional investors, dated as of January 14, 2009
|
(3)
|
||
21.1
|
Subsidiaries
of the registrant
|
††
|
||
23.1
|
Consent
of BDO Seidman, LLP
|
††
|
||
31.1
|
Section
302 Certification of CEO
|
†
|
||
31.2
|
Section
302 Certification of CFO
|
†
|
||
32.1
|
Section
906 Certification of CEO
|
††
|
||
32.2
|
Section
906 Certification of CFO
|
††
|
20
(1)
|
Incorporated
by reference to the filing of such exhibit with the registrant’s Current
Report on Form 8-K filed with the SEC on November 7, 2008 (File No.
001-34042).
|
(2)
|
Incorporated
by reference to the filing of such exhibit with the registrant’s S-1, as
initially filed with the SEC on September 17, 2007, subsequently amended
and declared effective May 6, 2008 (File No.
333-146137).
|
(3)
|
Incorporated
by reference to the filing of such exhibit with the registrant’s Current
Report on Form 8-K filed with the SEC on January 26, 2009 (File No.
001-34042).
|
(4)
|
Incorporated
by reference to the filing of such exhibit with Amendment No. 2 to the
registrant’s S-1 filed with the SEC on March 28, 2008 (No.
333-146137).
|
(5)
|
Incorporated
by reference to the filing of such exhibit with the registrant’s Current
Report on Form 8-K filed with the SEC on November 14, 2008 (File No.
001-34042).
|
(6)
|
Incorporated
by reference to the filing of such exhibit with Amendment No. 1 to the
registrant’s S-1 filed with the SEC on November 7, 2007 (No.
333-146137).
|
(7)
|
Incorporated
by reference to the filing of such exhibit with the registrant’s Current
Report on Form 8-K filed with the SEC on June 13, 2008 (File No.
001-34042).
|
(8)
|
Incorporated
by reference to the filing of such exhibit with Amendment No. 3 to the
registrant’s S-1 filed with the SEC on April 24, 2008 (No.
333-146137).
|
(9)
|
Incorporated
by reference to the filing of such exhibit with the registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2008 filed with
the SEC on March 31, 2009 (File No.
001-34042).
|
†
|
Filed
herewith.
|
††
|
Filed
with the original Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, filed on March 16,
2010.
|
*
|
Management
contract or compensatory plan or
arrangement.
|
21