Now that the initial enrollment period for health care is over, it's time to sift through the data and get ready for the next enrollment period.
On February 15, 2013, the Board of Directors of National Interstate Corporation appointed Donald W. Schwegman as a member of the Board, effective immediately, and designated Mr. Schwegman as a Class I director. Mr. Schwegman was a member of the AICPA's Insurance Experts Panel from 2008 to 2012. Mr. Schwegman has substantial background with SEC registrants'...
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Election of Director
On February 15, 2013, the Board of Directors of National Interstate Corporation
appointed Donald W. Schwegman as a member of the Board, effective immediately,
and designated Mr. Schwegman as a Class I director. The Board also appointed
Mr. Schwegman to serve as the Chairman of the Audit Committee of the Board
replacing Joseph E. (Jeff) Consolino. Mr. Consolino has resigned from the Audit
Committee because he no longer satisfies the independence standards set forth in
the rules and regulations of the Securities and Exchange Commission ("SEC") and
the applicable listing standards of the Nasdaq Stock Market ("Nasdaq Rules") as
a result of his election as Executive Vice President and Chief Financial Officer
of American Financial Group, Inc., ("AFG") the parent company of the Company's
Mr. Schwegman, who retired from Deloitte & Touche LLP ("Deloitte") in 2012, was
the lead client service partner for various complex insurance organizations for
20 years. Most recently, Mr. Schwegman served as the Insurance Industry
Profession Practice Director for Deloitte with responsibility for formulating
the U.S. firm's position on insurance accounting and auditing issues, developing
internal insurance training programs and overseeing risk management.
Mr. Schwegman was a member of the AICPA's Insurance Experts Panel from 2008 to
2012. Mr. Schwegman has substantial background with SEC registrants' filings,
has directed merger and acquisition services for several large insurance
transactions and has coordinated the audits of large multinational insurance
The Board has determined that Mr. Schwegman qualifies as an independent director
under the director independence standards set forth in the rules and regulations
of the SEC and the Nasdaq Rules and satisfies the financial literacy and other
requirements for audit committee members under the rules and regulations of the
SEC and applicable Nasdaq Rules. The Board also determined that Mr. Schwegman is
an "audit committee financial expert" as such term is defined by the rules and
regulations of the SEC. There have been no transactions nor are there any
proposed transactions between the Company and Mr. Schwegman that would require
disclosure pursuant to Item 404(a) of Regulation S-K.
Mr. Schwegman will participate in the compensation arrangements for non-employee
directors as described on page 28 of the Company's proxy statement for its
Annual Meeting of Shareholders held on April 26, 2012.
Chairman of the Board
Also on February 15, 2013, the Board of Directors of the Company appointed
Joseph E. (Jeff) Consolino as Chairman of the Board. Mr. Consolino replaces
Mr. Alan R. Spachman. Mr. Spachman will continue to serve as a member of the
Board of Directors.
Jeff Consolino, age 46, joined AFG as Executive Vice President and Chief
Financial Officer effective February 16, 2013. Prior to joining AFG,
Mr. Consolino served as president and chief financial officer of Validus
Holdings, Ltd., a Bermuda-based property and casualty reinsurance company. Prior
to joining Validus in 2006, Mr. Consolino served as a managing director in
Merrill Lynch's investment banking division. While at Merrill Lynch,
Mr. Consolino specialized in insurance company advisory and financing
transactions and led the underwriting of the Company's initial public offering.
Mr. Consolino also currently serves on the boards of directors of AFG, Validus
and AmWINS Group, Inc., a wholesale insurance brokerage based in Charlotte,