8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:  August 22, 2020

(Date of earliest event reported)

FEDNAT HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Florida	000-25001	65-0248866
(State or other jurisdiction of incorporation)	(Commission  File Number)	(IRS Employer Identification No.)

14050 N.W. 14th Street, Suite 180 Sunrise, FL
	33323
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (800) 293-2532

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	FNHC	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

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

On August 22, 2020, FedNat Holding Company (the “Company”) appointed Patrick S. McCahill as the Company’s Chief Operating Officer.

Prior to joining the Company, Mr. McCahill, age 38, served since January 2017 as the president of American Platinum Property and Casualty Insurance Company, a wholly owned subsidiary of Universal Insurance Holdings, Inc. (“UIH”). Mr. McCahill also served as UIH’s vice president of product development from July 2015 until his departure and as assistant vice president of Blue Atlantic Reinsurance Corporation, also a wholly owned subsidiary of UIH, from April 2014 to January 2017. Before joining UIH, Mr. McCahill was a reinsurance broker with TigerRisk Partners, LLC from January 2011 to April 2014. Mr. McCahill served in the United States Marine Corps from October 2005 until January 2011, where he rose to the rank of Major.

Mr. McCahill will receive an annual base salary of $350,000 and a sign-on bonus of $100,000, and is entitled to minimum annual bonuses of $150,000 for his first two years of employment subject to his continued employment with the Company. Mr. McCahill entered into an employment agreement with the Company effective August 22, 2020 (the “Employment Agreement”) with a two-year term (the “Term”). Pursuant to the Employment Agreement, he is entitled to receive benefits consistent with other similarly situated Company employees. He is also entitled to severance of one year’s base salary, together with any accrued but unpaid bonus, incentive compensation or other benefits (the “Termination Severance”), if his employment is terminated without cause during the Term. Mr. McCahill is also entitled to receive the Termination Severance (less any amounts paid to him under the Company’s long-term disability plan) if he becomes disabled during the Term, and his estate is entitled to receive the Termination Severance if he dies during the Term. If Mr. McCahill is employed by the Company on the date a “Change of Control” (as defined in the Employment Agreement) occurs, and his employment is subsequently terminated without cause or by Mr. McCahill for “Good Reason” (as defined in the Employment Agreement), then he is entitled to receive severance equal to his annual base salary as in effect at the time of termination plus the average of his incentive bonuses awarded for the prior two fiscal years (the “Change of Control Severance”). Mr. McCahill is also entitled to the Change of Control Severance (less the amount of Termination Severance received) if a Change of Control of the Company occurs within six months following a termination of his employment by the Company without cause.

Mr. McCahill also entered into a Confidential Information, Non-Solicitation and Non-Competition Agreement effective August 22, 2020 with the Company pursuant to which he agreed to abide by certain restrictive covenants, including a non-competition covenant that prohibits him from engaging in certain competitive activities during the term of his employment and for one year after termination of his employment.

There are no (i) arrangements or understandings between Mr. McCahill and any other person in connection with his appointment as the Company’s Chief Operating Officer, (ii) family relationships between Mr. McCahill and any of the Company’s directors or other executive officers, and (iii) transactions requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release announcing Mr. McCahill’s appointment is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
99.1	FedNat Holding Company Press Release dated August 24, 2020.
104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FEDNAT HOLDING COMPANY
Date: August 24, 2020	By:	/s/ Ronald A. Jordan

Name:	Ronald A. Jordan
Title:	Chief Financial Officer
	(Principal Financial Officer)

EX-99.1

PATRICK McCAHILL APPOINTED FEDNAT’S NEW CHIEF OPERATING OFFICER Sunrise, Florida, August 24, 2020 – FedNat Holding Company (Nasdaq: FNHC), a regional insurance holding company, announced that Patrick S. McCahill has been appointed Chief Operating Officer. In this newly- created position reporting to Michael H. Braun, FedNat’s Chief Executive Officer, McCahill will have primary oversight of operations including underwriting, claims and information technology. He most recently served as President of American Platinum Property and Casualty Insurance Company, a wholly- owned subsidiary of Universal Insurance Holdings, Inc. In that role, he was responsible for all operations and corporate strategy including product line and geographic expansion. Michael H. Braun, FedNat’s Chief Executive Officer, said, “We are excited to welcome Patrick to the FedNat management team. FedNat has grown substantially over the past several years as we pursue our strategy of expanding profitably in homeowners markets outside of Florida. We look forward to utilizing Patrick’s broad industry experience across property insurance and reinsurance, and his management and leadership qualities, to drive increased efficiency in our operations and continue creating long-term value for our shareholders.” McCahill began his career at Universal with Blue Atlantic Reinsurance Corporation, the company’s in-house reinsurance intermediary, and later served as Vice President of Product Development for Universal Property and Casualty Insurance Company, where he was responsible for product line profitability and rate adequacy and leading Universal’s organic growth and geographic expansion efforts outside of Florida. Previously, he was a reinsurance broker at TigerRisk Partners, working on Florida property accounts, focusing on the placement of several large catastrophe reinsurance programs. McCahill served as an Officer in the United State Marine Corps, rising to the rank of Major. He spent the majority of his service in the Marine Reconnaissance and Special Operations community, deploying multiple times to Iraq and Afghanistan as a Platoon Commander, Company Executive Officer, and Company Commander. He received a BS degree in Business and Economics from Lehigh University and an MBA from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill. About the Company FedNat is a regional insurance holding company that controls substantially all aspects of the insurance underwriting, distribution and claims processes through our subsidiaries and contractual relationships with independent agents and general agents. The Company, through our wholly owned subsidiaries including FedNat Insurance Company, Maison Insurance Company, and Monarch National Insurance Company, is focused on providing homeowners insurance in Florida, Texas, Louisiana, Alabama, South Carolina and Mississippi. We market, distribute and service our own and third-party insurers’ products and other services through a network of independent and general agents. Contacts Michael H. Braun, CEO (954) 308-1322 Ronald Jordan, CFO (954) 308-1363 Bernard Kilkelly, Investor Relations (954) 308-1409, or investorrelations@fednat.com ###

XML

Cover	Aug. 22, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 22, 2020
Entity Registrant Name	FEDNAT HOLDING COMPANY
Entity Incorporation, State or Country Code	FL
Entity File Number	000-25001
Entity Tax Identification Number	65-0248866
Entity Address, Address Line One	14050 N.W. 14th Street
Entity Address, Address Line Two	Suite 180
Entity Address, City or Town	Sunrise
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33323
City Area Code	800
Local Phone Number	293-2532
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FNHC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001069996
Amendment Flag	false