MDWT Midwest Holding Inc

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

On July 1, 2022, the Company appointed Daniel S. Maloney as its Principal Accounting Officer (“PAO”). As previously reported, Debra Havranek retired as our previous PAO on June 30, 2022. Mr. Maloney began his employment with the Company on May 23, 2022, in the position of Executive Vice President of Accounting and Finance.

Mr. Maloney’s employment is at-will and not subject to an employment agreement. Mr. Maloney’s initial annual base salary is $225,000 and he is eligible for an annual discretionary targeted bonus of 50% of his base salary with a prorated guaranteed bonus of $10,000 (payable in December 2022) and $65,625 (payable in March 2023) for the 2022 performance year.

In connection with his employment, Mr. Maloney was granted a stock option for 10,000 shares of the Company’s voting common stock with an exercise price of $11.20 which was the fair market value as of the date of grant. The option vests in equal installments on the second and fourth anniversaries of the start date of his employment and is subject to his continuous employment with the Company and expires 10 years from the date of grant.

Mr. Maloney also receives other benefits as are customarily provided to similarly situated employees of the Company, including paid vacation, coverage under the Company’s medical, life, disability and other insurance plans, and reimbursement for all reasonable business expenses in accordance with the Company’s expense reimbursement policy. Mr. Maloney also received $17,500 in connection with his relocation and moving expenses.

Immediately prior to joining the Company, Mr. Maloney was Head of Accounting at Players Health, Inc., Minneapolis, Minnesota, an organization providing safety and insurance services and products to athletes. From 2021 through part of 2022, Mr. Maloney was Controller for AM Re Syndicate, Inc., Dallas, Texas, a reinsurance provider for cyber, marine, transportation and general liability programs. From 2015 into 2021, Mr. Maloney was Vice President, Controller for American Fidelity Assurance Company, Oklahoma City, Oklahoma, a company that provided supplemental health insurance benefits and financial services. Prior to this, Mr. Maloney held various accounting positions in the insurance industry and also worked for a public accounting firm, starting as a Staff Accountant and finishing as an Audit Manager. Mr. Maloney is a Certified Public Accountant and earned a B.S. in Business (Major in Accounting) from Eastern Illinois University and an MBA from the University of Illinois.