Brian Foley joins American Integrity (NYSE: AII) as new CFO
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
American Integrity Insurance Group, Inc. appoints Brian Foley as Chief Financial Officer, effective April 6, 2026, succeeding Ben Lurie, who voluntarily resigns as CFO and transitions to a one-year consulting role.
Foley’s employment agreement provides a $600,000 annual base salary, eligibility for an annual cash bonus of up to $400,000, and annual long-term equity awards under the 2025 Long-Term Incentive Plan. He also receives a 2026 long-term equity grant with a target value of $250,000 in time-based and performance-based restricted stock units, plus a $120,000 sign-on cash bonus.
Lurie’s consulting agreement runs through April 6, 2027 and pays an annual consulting fee of $300,000. He is also eligible for a one-time $800,000 initial public offering success cash bonus and continued vesting of 6,682 time-based and 12,665 performance-based restricted stock units, subject to existing award terms.
Positive
- None.
Negative
- None.
Insights
CFO transition appears structured and compensated, with continuity via a consulting role.
American Integrity Insurance Group, Inc. is implementing an orderly CFO transition. Ben Lurie resigns as CFO but stays engaged for a year as a paid consultant, while Brian Foley steps in as principal financial officer with a multi-year employment agreement.
Foley’s package—$600,000 base salary, up to $400,000 annual bonus, and equity awards—aligns a meaningful portion of compensation with performance through time-based and performance-based restricted stock units. Severance terms tied to "Cause" and "Good Reason" are typical for senior roles.
Lurie’s consulting fee of $300,000 per year and potential $800,000 IPO success bonus, along with continued equity vesting, emphasize continuity and reward for prior contributions. Future disclosures in company reports can show how this leadership change influences financial strategy and capital markets activity.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Brian Foley base salary: $600,000 per year
Brian Foley target annual bonus: up to $400,000
Brian Foley 2026 equity award: $250,000 grant date fair value
+5 more
8 metrics
Brian Foley base salary
$600,000 per year
Chief Financial Officer annual base salary under employment agreement
Brian Foley target annual bonus
up to $400,000
Maximum annual cash bonus based on performance metrics
Brian Foley 2026 equity award
$250,000 grant date fair value
Time-based and performance-based RSUs under 2025 LTIP for 2026
Brian Foley sign-on bonus
$120,000
Lump sum cash payment after Transition Date
Ben Lurie consulting fee
$300,000 per year
Annual consulting fee, paid $25,000 monthly, during consulting period
Ben Lurie IPO success bonus
$800,000
One-time initial public offering success cash bonus
Ben Lurie unvested time-based RSUs
6,682 units
Remain outstanding and vest at end of consulting period
Ben Lurie unvested performance RSUs
12,665 units
Remain outstanding and vest per original performance periods
Key Terms
performance-based restricted stock units, Good Reason, Consolidated Omnibus Budget Reconciliation Act, emerging growth company, +2 more
6 terms
performance-based restricted stock units financial
"time-based restricted stock units (the “Foley RSUs”) and performance-based restricted stock units (the “Foley PSUs”"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Good Reason financial
"if Mr. Foley is terminated by the Company without “Cause” or by Mr. Foley for “Good Reason”"
Consolidated Omnibus Budget Reconciliation Act regulatory
"a lump sum payment equal to 12 months of the cost of Mr. Foley’s and his eligible dependents’ Consolidated Omnibus Budget Reconciliation Act continuation coverage"
emerging growth company regulatory
"Emerging growth company x o"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
non-competition financial
"contains customary provisions relating to, among other things, confidentiality, non-competition, non-solicitation, non-disparagement"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
Long-Term Incentive Plan financial
"annual long-term equity awards pursuant to the American Integrity Insurance Group, Inc. 2025 Long-Term Incentive Plan (the “LTIP”)"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
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 (Date of earliest event reported) March 31, 2026
__________________________
(Exact name of registrant as specified in its charter)
__________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (813 ) 880-7000
5426 Bay Center Drive, Suite 600
Tampa, Florida 33609
Tampa, Florida 33609
(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:
| 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(s) | Name of each exchange on which registered | ||||||||||||
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 x
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
On March 31, 2026, Ben Lurie, the Chief Financial Officer of American Integrity Insurance Group, Inc. (the “Company”), delivered notice to the Board of Directors of the Company (the “Board”) of his voluntary resignation, effective as of April 6, 2026 (the “Transition Date”), from all officer, director and manager positions with the Company and its subsidiaries, as applicable, with the exception of maintaining his titles and positions as a member of the board of directors of the Company’s insurance subsidiary, American Integrity Insurance Company (“AIIC”), and as a co-chair of the investment committee of the board of directors of AIIC. Following his resignation, Mr. Lurie will transition to a consulting role with the Company (as further described below) and return to his role as chief financial officer of Sowell & Co., the founding investor of the Company.
Appointment of New Chief Financial Officer
On April 3, 2026, the Board appointed Brian Foley to serve as Chief Financial Officer of the Company, effective immediately following Mr. Lurie’s resignation on the Transition Date. In such capacity, Mr. Foley will serve as the Company’s principal financial officer.
Mr. Foley, 35, served for more than 10 years at Keefe, Bruyette & Woods, Inc. in a variety of roles where he was responsible for public and private capital raising, mergers and acquisitions, and other investment banking services for the insurance and financial services industry, including serving as a director from March 2024 to April 2026 and a vice president from March 2021 to March 2024. Mr. Foley also served as an associate and analyst for Balyasny Asset Management L.P. from July 2019 to March 2021 where he invested in public equity securities of property and casualty insurance companies. From March 2014 to July 2019, Mr. Foley served as an analyst and associate at Keefe, Bruyette & Woods, Inc. working on the same types of assignments with insurance clients as his most recent stint with the company. Mr. Foley also served as an associate at PwC in its assurance practice from September 2012 to March 2014. Mr. Foley has a Bachelor of Science in Accounting and Finance from the University of Delaware.
Other than the Foley Employment Agreement (as defined below), there are no arrangements or understandings between Mr. Foley and any other person pursuant to which Mr. Foley was named Chief Financial Officer of the Company. Mr. Foley does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to become a director or executive officer. Mr. Foley does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Chief Financial Officer Employment Agreement
In connection with Mr. Foley’s appointment as Chief Financial Officer, the Company and Mr. Foley entered into an employment agreement, dated April 6, 2026 (the “Foley Employment Agreement”), effective as of the Transition Date, pursuant to which Mr. Foley will serve as the Chief Financial Officer of the Company for an initial three-year term with automatic successive one-year renewal terms, unless earlier terminated in accordance with the terms of the Foley Employment Agreement.
The Foley Employment Agreement provides that Mr. Foley’s annual base salary will be $600,000, which will be reviewed on an annual basis. Further, Mr. Foley will be eligible to receive (i) an annual cash bonus of up to $400,000 based on annual performance metrics to be established by the compensation committee of the Board (the “Compensation Committee”), (ii) annual long-term equity awards pursuant to the American Integrity Insurance Group, Inc. 2025 Long-Term Incentive Plan (the “LTIP”) on such terms and conditions as the Board or the Compensation Committee shall determine in their sole discretion, (iii) customary benefits provided by the Company to senior executives and (iv) reimbursement for reasonable business expenses.
On the Transition Date and pursuant to the Foley Employment Agreement, Mr. Foley was granted his annual long-term equity award for the 2026 calendar year with a target grant date fair value of $250,000, which consisted of time-based restricted stock units (the “Foley RSUs”) and performance-based restricted stock units (the “Foley PSUs,” and, together with the Foley RSUs, the “Foley Awards”). The Foley RSUs vest, if at all, in equal installments on each of the first three anniversaries of the date of grant, and the Foley PSUs vest, if at all, over a three-year performance period with one-third of the Foley PSUs allocated to each performance year. The Foley PSUs are subject to the same performance criteria and
thresholds as the Compensation Committee previously set for the Company’s executive officers for the 2026 performance period. The Foley Awards were granted pursuant to the LTIP and the Company’s standard form of award agreements.
In connection with Mr. Foley’s appointment, the Company agreed to pay Mr. Foley a sign-on bonus in a lump sum cash payment of $120,000, which is payable on the first payroll date following the Transition Date.
Pursuant to the Foley Employment Agreement, if Mr. Foley is terminated by the Company without “Cause” or by Mr. Foley for “Good Reason” (each, as defined in the Foley Employment Agreement), Mr. Foley will be entitled to receive: (i) an amount equal to the sum of (x) 12 months of his base salary as of immediately prior to such termination of employment and (y) his target annual bonus for the year of termination, payable in equal installments over the 12-month period following the termination date, (ii) a lump sum payment equal to 12 months of the cost of Mr. Foley’s and his eligible dependents’ Consolidated Omnibus Budget Reconciliation Act continuation coverage premiums for the coverage level in effect immediately prior to such termination and (iii) the annual bonus paid to Mr. Foley for the calendar year immediately preceding the calendar year of such termination, to the extent unpaid prior to such termination of employment and to be paid at the same time as if no such termination of employment had occurred; provided, that Mr. Foley timely executes and does not revoke a general release of claims in favor of the Company.
In the event Mr. Foley’s employment is terminated due to his death or disability (as defined in the Foley Employment Agreement), Mr. Foley (or his estate) will be entitled to receive (i) the Accrued Obligations (as defined in the Foley Employment Agreement), (ii) the annual bonus payable with respect to the calendar year immediately preceding the calendar year in which such termination occurs, to the extent unpaid and (iii) accelerated vesting and settlement of all equity and equity-based awards (with any performance-based awards settled at the target level of performance, unless a higher level of performance has been certified by the Compensation Committee prior to such termination, in which case settlement shall occur at such higher level of achievement).
The Foley Employment Agreement also contains customary provisions relating to, among other things, confidentiality, non-competition, non-solicitation, non-disparagement and work product assignment.
The foregoing description of the Foley Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Foley Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”).
Consulting Agreement
In connection with Mr. Lurie’s transition to a consulting role with the Company, the Company and Mr. Lurie entered into a General Release and Consulting Agreement, effective April 6, 2026 (the “Lurie Consulting Agreement”), with the consulting period commencing on the Transition Date. Pursuant to the Lurie Consulting Agreement, from the Transition Date to April 6, 2027 or its earlier termination (the “Consulting Period”), Mr. Lurie will (i) provide general consulting services to the Company, including strategic and operational guidance as reasonably requested by the Board and the Chief Executive Officer of the Company, (ii) assist in onboarding Mr. Foley, including assisting with transitioning responsibilities, providing institutional knowledge and assisting in maintaining key relationships to Mr. Foley in a manner consistent with the Company’s business objectives and (iii) perform any other consulting or transition-related services reasonably requested by the Board or Chief Executive Officer of the Company (the “Consulting Services”).
In exchange for providing the Consulting Services, Mr. Lurie will receive an annual consulting fee of $300,000, to be paid to Mr. Lurie in equal monthly installments of $25,000 in arrears during the Consulting Period. Pursuant to the Lurie Consulting Agreement, Mr. Lurie also will receive a one-time initial public offering success bonus of $800,000 in cash, payable in a single lump sum through the Company’s regular payroll process; provided, that Mr. Lurie timely executes and does not revoke a general release of claims in favor of the Company.
Pursuant to the Lurie Consulting Agreement, all of Mr. Lurie’s 6,682 unvested time-based restricted stock units (the “Lurie RSUs”) and 12,665 unvested performance-based restricted stock units (the “Lurie PSUs”) will remain outstanding and eligible to vest through the end of the Consulting Period, and at the end of the Consulting Period, all of such (i) unvested Lurie RSUs that remain outstanding will accelerate and vest in full and (ii) unvested Lurie PSUs will remain outstanding and eligible to vest at the end of the applicable performance period set forth in the applicable award agreement, in each case subject to the terms and conditions of the applicable award agreement.
The Lurie Consulting Agreement provides that the confidentiality, non-competition, non-solicitation, non-disparagement, and work product restrictive covenants from Mr. Lurie’s existing employment agreement with the Company will continue and survive the termination of Mr. Lurie’s employment agreement.
The foregoing description of the Lurie Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lurie Consulting Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report.
Item 7.01 Regulation FD Disclosure.
On April 6, 2026, the Company issued a press release announcing Mr. Foley’s appointment as Chief Financial Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in Item 7.01 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section. Further, the information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1* | Employment Agreement, dated April 6, 2026, by and between the Company and Brian Foley. | |||||||
| 10.2 | General Release and Consulting Agreement, dated April 6, 2026, by and between the Company and Ben Lurie. | |||||||
| 99.1 | Press Release, issued April 6, 2026 (furnished pursuant to Item 7.01). | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
* Certain exhibits and schedules to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. American Integrity Insurance Group, Inc. agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission or its staff upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN INTEGRITY INSURANCE GROUP, INC. | ||||||||
| Date: April 6, 2026 | By: | /s/ Robert Ritchie | ||||||
| Name: | Robert Ritchie | |||||||
| Title: | Chief Executive Officer | |||||||
American Integrity Insurance Group, Inc. Appoints Brian Foley as Chief Financial Officer
TAMPA, Fla., April 6, 2026 (GLOBE NEWSWIRE) — American Integrity Insurance Group, Inc. (NYSE: AII) (“American Integrity,” “we,” “us,” “our” or the “Company”), a Tampa-based property and casualty insurance holding company and one of Florida’s leading providers of residential property insurance, today announced the appointment of Brian Foley as Chief Financial Officer, effective April 6, 2026.
Mr. Foley succeeds Ben Lurie, who will transition to a consulting role and continue to serve on the board of directors of the Company’s insurance subsidiary, as well as co-chairman of its investment committee. Mr. Lurie is returning to his role as Chief Financial Officer of Sowell & Co., the founding investor of American Integrity.
Mr. Foley joins American Integrity at a defining point in the Company’s evolution—following its successful public listing and amid sustained profitable growth, expanding market presence, and increasing operating scale.
Mr. Foley brings more than a decade of experience at the intersection of capital markets and the insurance industry, with a demonstrated track record in capital formation, mergers and acquisitions, and strategic financial leadership.
Most recently, Mr. Foley served as an investment banker at Keefe, Bruyette & Woods, A Stifel Company (“KBW”), where he advised insurance companies on a broad range of capital raising and strategic transactions. Over his 11-year tenure within KBW’s Insurance and Asset Management group, he advanced from analyst to Director and served as a trusted advisor on numerous high-profile transactions, including American Integrity’s 2025 initial public offering and subsequent follow-on offering.
Earlier in his career, Mr. Foley was an equity analyst at Balyasny Asset Management, where he focused on the property and casualty insurance sector and contributed to investment strategy within a long/short market-neutral portfolio. He began his career at PricewaterhouseCoopers as an Audit Associate in the firm’s financial institutions practice.
Mr. Foley holds a Bachelor of Science in Finance and Accounting from the University of Delaware.
“Brian is an exceptional addition to our leadership team at a defining moment in our Company’s journey,” said Robert Ritchie, Chief Executive Officer. “He combines deep capital markets expertise with a clear understanding of our business, our industry, and the long-term opportunity ahead. As we look to continue to scale with discipline and purpose, Brian will play a central role in our goals to strengthen our financial strategy, deepen investor engagement, and drive sustained stockholder value.”
Jon Ritchie, President, added, “Brian brings a level of rigor, perspective, and alignment that is rare. He has been close to our story, understands the mechanics of our business, and appreciates the discipline
required to win in this market. As we continue to grow, his leadership will be instrumental in how we allocate capital, execute with consistency, and deliver on our long-term objectives.”
Robert Ritchie added, “I also want to thank Ben Lurie for his outstanding leadership during one of the most important chapters in our Company’s history. Ben helped guide American Integrity through its transition to a public company with discipline, integrity, and excellence. We are grateful that he will continue to contribute his insight and experience in his ongoing roles with the Company.”
About American Integrity Insurance Group, Inc.
American Integrity Insurance Group, Inc. (NYSE: AII) is a leading provider of residential property insurance, focused on delivering innovative, reliable coverage to homeowners throughout the Southeast. Built on a foundation of integrity, resilience, and service, the Company’s mission is to be the most trusted and responsive insurance solution in the markets it serves.
Founded in 2006 and headquartered in Tampa, Florida, American Integrity is committed to protecting policyholders with strength and purpose—today and for generations to come. For more information, visit www.aii.com.
Company Contact
Toni Logan
American Integrity Insurance Group, Inc
Tel: (813) 512-6672
Tlogan@aii.com
FAQ
Who is the new CFO of American Integrity Insurance Group (AII)?
American Integrity Insurance Group appointed Brian Foley as Chief Financial Officer effective April 6, 2026. Foley brings more than a decade of insurance-focused capital markets and advisory experience, including leadership roles at Keefe, Bruyette & Woods and prior work on American Integrity’s 2025 initial public offering.
What are the key compensation terms for AII’s new CFO Brian Foley?
Brian Foley’s agreement includes a $600,000 annual base salary, eligibility for an annual cash bonus of up to $400,000, and annual long-term equity awards targeting $250,000 in restricted stock units for 2026, plus a $120,000 sign-on cash bonus, subject to standard plan terms.
What happens to outgoing CFO Ben Lurie at American Integrity Insurance Group (AII)?
Ben Lurie voluntarily resigns as CFO effective April 6, 2026 and becomes a consultant through April 6, 2027. He earns a $300,000 annual consulting fee, may receive an $800,000 IPO success bonus, and continues to serve on the insurance subsidiary’s board and investment committee.
How are Ben Lurie’s unvested equity awards treated under his consulting agreement with AII?
Under the consulting agreement, all 6,682 unvested time-based RSUs and 12,665 unvested performance-based RSUs remain outstanding during the consulting period. Time-based RSUs fully vest at its end, while performance-based RSUs continue to vest per their original performance schedules and criteria.
Does Brian Foley receive severance protection in his CFO contract at AII?
Yes. If terminated without “Cause” or he resigns for “Good Reason,” Foley is entitled to 12 months of base salary, his target annual bonus, a lump sum equal to 12 months of COBRA premiums, and any prior-year bonus not yet paid, contingent on signing a release of claims.
What restrictive covenants apply to AII’s former CFO Ben Lurie after his transition?
The consulting agreement provides that confidentiality, non-competition, non-solicitation, non-disparagement, and work product covenants from Lurie’s prior employment agreement continue in effect. These restrictions survive his employment termination and apply during his consulting period and as specified in the original agreement.