UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
MBIA Inc. (the “Company”) announced today that on March 7, 2024 the Company (together with its subsidiaries) entered into a Separation Agreement with its Executive Vice President and Chief Financial Officer, Mr. Anthony McKiernan (the “Separation Agreement”). Under the Separation Agreement, effective April 30, 2024 Mr. McKiernan will step down from his position as Chief Financial Officer and will resign from all of his other positions with the Company. Bill Fallon, MBIA’s Chief Executive Officer stated, “We will miss Anthony and wish him great success in his future pursuits. Anthony has made tremendous contributions to MBIA and his leadership has been integral to the company successfully navigating its key challenges.”
Mr. Joseph Schachinger, currently the Company’s Controller, will replace Mr. McKiernan as Chief Financial Officer effective April 30, 2024. Prior to being named Controller in May of 2017, Mr. Schachinger served as Deputy Controller since 2009. Mr. Schachinger joined the Company in 2000 as a Vice President in the Controller’s Group.
Under the Separation Agreement, Mr. McKiernan will receive, subject to the execution of an acceptable general release, a one-time severance payment, consistent with the Company’s severance practices for employees, following his last day of employment. For the 2023 performance year, following his last day of employment, Mr. McKiernan will be entitled to receive a cash payment in lieu of the long term incentive (“LTI”) restricted stock award for the year at the target LTI amount. For the 2024 performance year, following his last day of employment, Mr. McKiernan will be entitled to receive a cash performance bonus at his pro-rata target bonus amount for the year, and, in lieu of the LTI restricted stock award for the year, a cash payment at the pro-rata target LTI amount. In addition, no earlier than ten months from his last day of employment, Mr. McKiernan will receive a cash payment in lieu of the pension contribution the Company would have made in respect of the eligible compensation that will be paid to him in 2024. Finally, in connection with Mr. McKiernan’s separation, Mr. McKiernan’s unvested time-vesting restricted stock and unvested earned performance restricted stock will become vested, and his outstanding performance restricted stock that are subject to uncompleted performance periods will remain outstanding through the end of the applicable performance periods, and any earned shares in respect of such performance periods will be settled as provided in the applicable restricted stock agreement, and will be fully-vested on settlement. The Separation Agreement contains certain customary covenants regarding confidentiality and a non-disparagement covenant.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Separation Agreement that is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| 99.1 | Separation Agreement, dated as of March 7, 2024, by and between Anthony McKiernan and the Company | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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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.
| MBIA INC. | ||
| By: | /s/ William J. Rizzo | |
| William J. Rizzo | ||
| Co-General Counsel | ||
Date: March 7, 2024
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