American Integrity Insurance Group, Inc. 8-K

What Happened

• American Integrity Insurance Group filed an 8-K reporting that CFO Ben Lurie voluntarily resigned effective April 6, 2026. Mr. Lurie will transition to a consulting role and will remain a director of the company’s insurance subsidiary (American Integrity Insurance Company) and co-chair its investment committee.
• The Board appointed Brian Foley as the Company’s Chief Financial Officer (appointed April 3, 2026; effective April 6, 2026). Mr. Foley (age 35) has over a decade of experience at Keefe, Bruyette & Woods and roles at Balyasny Asset Management and PwC.
• The Company entered into a three-year employment agreement with Foley (automatic one-year renewals). Foley’s compensation includes a $600,000 base salary, up to $400,000 annual cash bonus, annual equity awards (target grant date fair value $250,000 for 2026), and a $120,000 sign-on cash bonus paid after the transition date.

Key Details

• Dates: Lurie notice delivered Mar 31, 2026; resignation and transition date Apr 6, 2026; Foley appointment effective Apr 6, 2026; Lurie consulting period runs through Apr 6, 2027.
• Foley pay and awards: $600,000 base salary; up to $400,000 annual bonus; 2026 equity awards (RSUs and PSUs) targeted at $250,000; $120,000 sign-on bonus.
• Foley severance: If terminated without Cause or for Good Reason, Foley is entitled to 12 months’ base salary + target bonus (paid over 12 months), 12 months COBRA premium coverage reimbursement, and any unpaid prior-year bonus (subject to release).
• Lurie consulting: $300,000 annual consulting fee ($25,000/month), $800,000 one-time IPO success bonus contingent on signing a release, and treatment of unvested equity (6,682 RSUs and 12,665 PSUs remain eligible to vest per their award terms; RSUs to accelerate and vest in full at consulting period end).

Why It Matters

• Leadership continuity: The company secured an experienced finance executive and structured a transition with the outgoing CFO remaining involved as a paid consultant and as a board member of the insurance subsidiary, which may ease operational and investor-relations continuity.
• Financial and governance impact: Foley’s compensation and sign-on/long-term equity awards create near-term cash and future equity dilution considerations; Lurie’s consulting fees and potential $800,000 IPO success bonus are additional near-term cash commitments disclosed by the company.
• Risk mitigation: Foley’s severance provisions and restrictive covenants (confidentiality, non-compete, non-solicitation, non-disparagement) and Lurie’s continuing restrictive covenants are designed to protect the company’s interests during and after the transition.

Keywords: CFO resignation, CFO appointment, employment agreement, consulting agreement, equity awards, severance, IPO bonus.