Concept Mockup
Tuesday · 5 May · Cleveland

Good morning,
Sarah.

A possible ransomware event was flagged at Precision Components overnight. The team is on it — we have one decision waiting for you. Everything else is running clean.

Total Cost of Risk · YTD
$9.4M
↓ 6.1% vs. plan
Annual Premium
$5.21M
23 policies · 9 carriers
Open Claims
14
3 reportable · 11 routine
Coverage Health
91/100
1 active incident
Confidence
Board-ready clarity on what's covered, what's not, and where the gaps are.
99 · your Q1 rating
Guidance
A team that knows your business — not a 1-800 number when it counts.
100 · your Q1 rating
Ease
Renewals, COIs, audits — handled in the background. Your time, back.
96 · your Q1 rating
Quantifiable Value
Recovered claims, renegotiated premium, mitigation credits — in dollars.
$4.2M · recovered '24–'26
At a glance

Vandermark Industries

Open footprint
Revenue · LTM$684M
Headcount2,418
Facilities11 · 3 countries
Divisions3
Operating modelManufacturing
Strongsville, OH · 4 facilities
Precision Components
1,142 employees · medical / aerospace$312M
Cyber incident in progress · awaiting your decision
Akron, OH · 3 facilities · Mexico
Specialty Chemicals
728 employees · industrial coatings$248M
Cleveland, OH · Poland
Logistics & Distribution
548 employees · 3PL & warehousing$124M
Cleveland, OH
Corporate · HQ
Executive, finance, IT, legal, HR—
Cleveland HQ Precision · alert Akron Querétaro Wrocław 11 facilities · 3 countries · 2,418 employees
Active matter Headquarters Major facility Steady
Live · Updated 6 min ago

Risk Weather

All signals
Precision Components · Strongsville Plant 2. Possible ransomware detected 02:47 ET. 3 systems isolated, production unaffected. Beazley breach response open; counsel and DFIR engaged.› Decision required: negotiation engagement
8h
Tier-1 supplier · Hartwell Alloys. Reuters reporting a fire at Hartwell's Alabama mill. CBI exposure to Precision through Q3 contract.› Risk Engineering preparing impact memo
3h
Workforce. EEOC reasonable-cause filing in the Specialty Chemicals matter (referenced in last quarter's briefing). Counsel coordinated; EPLI carrier on notice.
1d
Regulatory. SEC final rule on cyber incident disclosure published. Materiality threshold review scheduled with counsel and CFO 14 May.
2d
Carrier panel. All carriers AM Best A or better. Beazley reaffirmed A in March.
3d
Live matters

Open files

All
IT-2026-0173Cyber incident · Precision Plant 2
Ransomware suspected. Mullen Coughlin · Mandiant · Beazley engaged. Decision pending.
Active
EPL-25-0089EEOC · Specialty Chemicals · Akron
Reasonable cause finding. Outside counsel responding. AIG EPL on notice; reserve $850k.
Review
CBI-26-0012Hartwell Alloys · supplier fire
Tier-1 supplier disruption. Risk Engineering scoping CBI exposure under property-CBI extension.
Tracking
PL-25-0214Product liability · medical device customer
Notice received from device OEM regarding allegation of latent component failure. Investigation phase.
Tracking
Tower preview

Coverage position

Open tower
Property & BI11 facilities · BI 18mo
$240M
FM Global
Cyber & privacy$50M tower · 2 layers
$50M
Beazley · Coalition
D&O · Side A DICPE-backed structure
$50M
Chubb · Berkshire
Product liabilityincl. medical/aero excess
$25M
AIG · Liberty
Workers' compensationretention $500k · 4 jurisdictions
Statutory
Travelers
Umbrella / excess casualty$75M tower
$75M
3-carrier stack
Your bench · today

Five on the team. Forty-two specialists on call.

DR
David Reinhardt
Lead on your account · Oswald
Mon
SL
Sarah Lin
Cyber & Privacy · Oswald
Now
MK
Marcus Kowalski
Risk Engineer · RCM&D
Thu
JT
Janelle Torres
Claims Advocate · Oswald
14 min
YTD claims activity

Loss experience

Loss runs
Reported
38
YTD across all lines
Incurred
$1.84M
−18% vs. prior YTD
Loss ratio
42%
trailing 12 mo · all lines
Cyber · Precision Plant 2IT-2026-0173 · open
Cyber
Reserve $4.2M
EEOC · Akron facilityEPL-25-0089 · open
EPLI
Reserve $850k
Slip-and-fall · 3PL WarsawWC-26-0044 · open
WC · Intl
Reserve $145k
Vehicle collision · sales fleetAUT-26-0118 · closed
Auto
Paid $42k
Renewal calendar

On the schedule

01
Jul

Property & BI · FM Global

Strategy session 12 May. Engineering survey complete. Pursuing 5% rate reduction.

15
Sep

D&O / Side A · Chubb-led

PE structure update; Side A DIC market check with Berkshire and Allied World.

01
Oct

Cyber tower · Beazley + Coalition

Mid-year incident may shift market view. Begin pre-renewal positioning by 1 July.

Anticipated

In view

14
May

SEC cyber-disclosure rule briefing

Materiality threshold workshop with outside counsel and the CISO. Briefing memo for the audit committee.

Open agenda →
22
May

Captive feasibility · executive review

Initial economics modeled. RCM&D captive practice presenting to the finance committee.

10
Jun

Q2 Risk Briefing · Board

Bound briefings delivered to board members one week prior.

Quarterly · prepared for the board

The Q1 2026 Risk Briefing.

A documented record of the quarter's risk position, claims activity, key events, and decisions for the board. Bound copies are delivered to each director one week before the meeting; a digital edition lives in the Vault under access-logged share.

Open the digital edition →
Q1 2026
Risk Briefing
Vandermark Industries
Oswald 360
Q1 2026
Enterprise  ›  Active matters  ›  IT-2026-0173 · Cyber incident

Cyber response.
Precision Plant 2.

Possible ransomware detected on the Precision Components network at 02:47 ET. Three systems are isolated; production is unaffected; backups verified clean. The breach response panel is fully engaged. A negotiation engagement decision is needed by 15:00 ET.

Active · Decision required by 15:00 ET.
Coveware retainer authorization to begin negotiation diligence.
Affected systems
3 of 47
file server, ERP node, DMS
Operational impact
Limited
production unaffected
Cyber tower
$50M
Beazley + Coalition · $250k retention
Initial reserve
$4.2M
subject to DFIR findings
Incident profile
TypeRansomware (suspected)
Threat actorUnder analysis
Detected02:47 ET · 5 May
Initial vectorPhishing (suspected)
Demand$4.2M BTC
Backup statusVerified clean
ProductionUnaffected
PHI / regulated dataUnder assessment
Response panel · engaged
Mullen CoughlinBreach coach · panel-approved
Engaged
MandiantDFIR · forensic investigation
Engaged
Beazley Breach ResponseCarrier · 24/7 hotline
Engaged
CovewareNegotiation · panel-approved
Standby
Edelman SmithfieldCrisis communications
Contacted
FBI Cleveland Field OfficeVoluntary engagement
Notified
Stakeholders briefed
M. Chen, CFO06:00 ET
R. Patel, GC06:00 ET
A. Brennan, CISO02:54 ET
James Vandermark, CEO07:15 ET
Audit committee chairPending · 14:30
Today · Tuesday 5 May

Response timeline

Full log
02:47 ET

EDR alert · unusual encryption activity

SentinelOne detected anomalous mass-encryption behavior on the Precision file server. Automated isolation triggered for the affected host within 6 seconds. Alert routed to Oswald Cyber Response Desk.

02:51 ET

Reviewed and corroborated by Sarah Lin

Sarah Lin (Cyber Practice, Oswald) confirmed indicators of compromise consistent with known TTP. Two additional systems exhibited suspicious lateral movement; isolation extended.

02:54 ET

CISO engaged · A. Brennan

CISO authorized full network segmentation of the Precision domain. Production systems on physically separate OT network; unaffected. Backup systems isolated and integrity-verified.

02:58 ET

Beazley breach hotline notified · file opened

Carrier file opened. Breach coach panel activated. Beazley senior claims handler D. Foster assigned.

03:05 ET

Mullen Coughlin engaged as breach coach

Privilege established. K. Mullen as lead. Communications and documentation flowing through counsel. Initial preservation order to IT.

03:18 ET

Mandiant DFIR deployed

Remote DFIR engagement. On-site team en route to Strongsville Plant 2; expected by 11:00 ET. Initial scoping focused on entry vector and extent of staging.

Mandiant SOW · executed
04:32 ET

Ransom note received · $4.2M BTC

Note dropped on the affected file server with 72-hour countdown. Threat actor claiming exfiltration of 280GB of data. Mandiant analyzing claim against egress logs; no exfiltration corroborated as of 13:45 ET.

06:00 ET

CFO and GC briefed · Edelman engaged

You and R. Patel briefed simultaneously. Edelman Smithfield engaged on standby for crisis communications; no public-facing communication recommended pending Mandiant findings.

07:15 ET

CEO briefed · audit committee chair next

CEO James Vandermark briefed. Audit committee chair to be briefed at 14:30 ET. Board notice to follow if SEC materiality threshold is reached, per outside counsel guidance.

10:42 ET

Backup integrity verified · restoration runway exists

Mandiant confirmed pre-incident backups (snapshot 04 May 22:30 ET) are clean and restorable. Estimated 14-hour restoration window if elected. Production unaffected throughout.

13:45 ET

Coveware retainer presented · standby

Negotiation diligence retainer of $25,000. Recommended whether or not payment is contemplated, to surface threat-actor history and exfiltration veracity. Decision required by 15:00 ET.

NOW · 14:12 ET

Awaiting your authorization · Coveware engagement

Beazley supports the diligence engagement; cost is reimbursable under the breach-response sublimit. Engagement does not commit to ransom payment.

Network telemetry · live
Affected hosts
3/47
Isolated since 02:54
Lateral movement
None
Last 9h
Data egress
0GB
Mandiant verified
Backup integrity
Clean
Snapshot 22:30 ET
Production OT network
Online
Air-gapped
Threat actor TTP
Pending
Mandiant analysis
Decisions awaiting you
Authorize Coveware engagement$25,000

Negotiation diligence retainer. Surfaces threat-actor history, validates exfiltration claim, opens negotiation channel without committing to payment. Reimbursable under breach-response sublimit. Decision required by 15:00 ET.

Proceed with system restoration~14 hr

Restore from clean backup (22:30 ET, 4 May). Production unaffected; ERP and DMS would be back online within the day. Recommended path; Mandiant supports.

SEC materiality determination8-K · 4 days

Counsel preparing materiality memo. Current view: not yet material under final rule. Reassessment after Mandiant scoping (expected 14:30 ET briefing).

Customer & supplier noticeCRM-managed

Edelman has drafted scenarios. No public-facing communication recommended at this hour. Customer-by-customer outreach plan ready if exfiltration is confirmed.

Cyber tower
$50M
Beazley primary $25M · Coalition excess $25M
Retention
$250k
Reduced 50% via panel use · pre-incident
Breach response sublimit
$5M
Outside cyber tower limit · panel-only
Cyber maturity rating
B+
Last scored Sep 2025 · MFA, EDR, backups verified
The 2026 program

The Tower.

Twenty-three policies across nine carriers. $5.21M in premium, $9.4M in total cost of risk year-to-date. The program is structured around a $250M property tower, a $50M cyber tower, and a $50M D&O architecture — with an $18M captive offsetting workers' compensation and general liability retention.

Total Cost of Risk · YTD
$9.4M
↓ 6.1% vs. plan · ↓ 4.2% vs. PY
Annual Premium
$5.21M
23 policies · 9 carriers
Limits in place
$565M
aggregate, all lines
Captive contribution
$1.8M
offsetting WC & GL retention
Layered structure

Coverage tower

As-of 5 May
Primary
$25M CyberBeazley · primary
$485kA · 2014
$25M xs $25M
Cyber excessCoalition · excess layer
$215kA− · 2023
Primary
$15M Side ABC D&OChubb · primary
$210kA++ · 2018
$10M xs $15M
D&O excess
$140kXL · A+
$25M Side A DIC
Side A difference-in-conditionsBerkshire · DIC for individual liability
$140kA++ · 2022
Primary
$240M Property & BIFM Global · single carrier · 18mo BI
$1.42MA · 2007
Primary
$25M Product liabilityAIG · medical/aero excess
$520kA · 2011
$25M xs $1M
Umbrella · Liberty Mutual
$310kA · 2019
$25M xs $26M
Excess casualty · Berkshire
$210kA++ · 2019
$25M xs $51M
Excess casualty · Markel
$165kA · 2024
Statutory · $500k retention
Workers' compensationTravelers · 4 jurisdictions + intl
$680kA++ · 1998
Primary · $25M
EPLI · $25M towerAIG primary · ICW excess
$185kA · 2016
Aggregate limits
$565M
Premium · annual
$5.21M
Captive · WC & GL
$18M
Counterparty

Carrier panel

All carriers
FM GlobalProperty · single-carrier · 19-yr
A$240MRenew 1 Jul
BeazleyCyber primary · 12-yr
A$25MRenew 1 Oct
CoalitionCyber excess
A−$25MRenew 1 Oct
ChubbD&O primary · 8-yr
A++$15MRenew 15 Sep
Berkshire / NICOD&O Side A DIC + casualty excess
A++$50M15 Sep · 1 Mar
AIGProduct liability + EPLI
A$50M1 Mar
Liberty MutualPrimary umbrella
A$25MRenew 1 Mar
MarkelExcess casualty
A$25MRenew 1 Mar
TravelersWorkers' compensation · 28-yr
A++StatutoryRenew 1 Jan
Premium · annual

Spend by line

Five-year trend
Property & BI · FM Global
$1.42M
−2.1%
Cyber · primary + excess
$700k
+18.4%
Workers' compensation
$680k
−3.8%
Product liability
$520k
flat
D&O · all layers
$490k
−4.2%
Umbrella + excess casualty
$685k
−2.0%
EPLI
$185k
+6.8%
Auto · fleet
$172k
−1.0%
Marine cargo · international
$140k
flat
Environmental + other
$208k
−1.4%
Renewal calendar

The year ahead

Strategy calendar
Q3 2026
Jul · Aug · Sep
Property + BI1 Jul
D&O tower15 Sep
Marine cargo30 Sep
Q4 2026
Oct · Nov · Dec
Cyber tower1 Oct
Environmental15 Nov
International EL1 Dec
Q1 2027
Jan · Feb · Mar
Workers' comp1 Jan
Auto fleet15 Feb
Casualty + EPLI1 Mar
Q2 2027
Apr · May · Jun
Product liability15 Apr
Captive review30 Apr
Aviation · NEWtbd
Vandermark scorecard · 2026

How are we doing?

Once a year we ask. The four things we measure — Confidence, Guidance, Ease, Quantifiable Value — because they're the four things that actually matter when you're running a business. Your last scorecard came in at 98 out of 100. We're not done yet.

98.6/100
Average Oswald Score
87% of our clients rate us 98.6 out of 100. We're not going to round up.
40%
Response Rate
Two-fifths of our clients fill this out every year. That's roughly 4× the industry average.
$4.2M
Recovered for Vandermark · '24–'26
Claims, mitigation credits, captive premium savings, and renegotiated coverage that landed back on Vandermark's P&L.

Your turn — rate us, briefly.

Four questions. Two minutes. Your audit committee chair sees this when she logs in too.

Confidence

Do you know what's covered, what's not, and where the gaps are — in board-ready terms?
99

Guidance

When the call comes in at 2am, does the team know your business?
100

Ease

Renewals, COIs, audits, schedule additions — is the friction out of your way?
96

Quantifiable Value

Can you defend the spend to the board with dollars, not promises?
97
Vandermark scorecard history

Four years with Oswald.

2023
95
First year
2024
97
↑ 2 pts
2025
97
— flat
2026
98
↑ 1 pt · most recent
What other CFOs, GCs, and operations leaders are telling us

You're in good company.

"The cyber team picked up at 2:51am and was running an incident bridge by 3:15. Our prior broker would have called us back at 8am. That's not the same product."
— GC, mid-cap manufacturer · 2025 scorecard
"Renewal used to consume two weeks of CFO time. Now I sign once and they hand me a one-pager for the board. That's worth the fee on its own."
— CFO, family-held distributor · 2025 scorecard
"They flagged a coverage gap in our M&A target's tower three days before close. We negotiated a price reduction. The math more than paid for the broker."
— Head of Corporate Development · 2026 scorecard
"My audit committee asks me to defend the broker fee every year. With Oswald I have a one-page answer in dollars. Not a sales pitch."
— CFO, PE-backed services platform · 2026 scorecard
Your most recent briefing · Q1 2026

A quarter, in your hands.

Every quarter we pull together a board-ready risk briefing — the quarter's claims activity, key events, recommendations, and what's coming. It's delivered one week before the board meeting on 10 June.

A quarterly briefing for

Vandermark Industries, Inc.

Q1 2026 · Audit committee edition · Prepared by your Oswald team
A quarterly risk briefing, prepared for
Vandermark Industries, Inc.
Oswald · Q1 2026
No. 0001 of nine · Audit committee edition
A note for the committee

Sarah, and the committee —

This is your Q1 2026 risk briefing. The headline: one active matter, three closed claims, zero materiality threshold breaches in the quarter.

The Precision Plant 2 ransomware event detected at 02:47 ET on 2 May is contained. Backups verified clean, production unaffected, three of forty-seven systems isolated. Mandiant is on the DFIR; Beazley breach response is engaged. The materiality assessment is in progress and the full scope follows in the supplemental memo.

The carrier panel held. We renegotiated cyber primary effective 1 May — a 6.4% rate reduction with tightened ransomware sublimit language. The captive contribution covered our planned share of the Strongsville workers' comp severity.

A few items worth your attention ahead of the 10 June meeting.

— David Reinhardt

Lead on your account · On behalf of your Oswald team

3
Q1 2026, in numbers

The quarter, on a page.

Annual premium$5.21Mflat vs. renewal
Total Cost of Risk · YTD$9.4M↓ 6.1% vs. plan
Coverage tower$565Maggregate
Captive contribution$1.8M
Recovered · YTD$1.2M
Open claims143 reportable
Coverage health91 / 100
Materiality breaches0
8
Q1 events of note

What happened.

February · Akron
EEOC charge · Specialty Chemicals
Reasonable cause finding. Outside counsel responding under EPLI panel; reserve $850k. AIG on notice. Pursuing 5% rate reduction at next renewal.
March · Strongsville
WC severity · Plant 1
Return-to-work coordination reduced loss reserve 22%. Closed under retention. Captive covered the planned share.
April · Carrier panel
Cyber primary renegotiated
Beazley $25M primary, Coalition $25M excess. 6.4% rate reduction effective 1 May. Tightened ransomware sublimit language at our request.
May · Precision Plant 2
Active · ransomware contained
Detected 02:47 ET, 2 May. Three systems isolated; production unaffected. Mandiant on DFIR; Beazley breach response open. Materiality assessment in progress.
9
Total Cost of Risk · Q1 2026 breakdown

The full picture.

Insurance premium · net 55% $5.21M
Retained losses · YTD 21% $2.00M
Captive contribution 19% $1.80M
Risk engineering & control 3% $0.30M
Brokerage & advisory 2% $0.20M

Total Cost of Risk Q1: $9.51M · 6.1% under plan.

14
Four quarters, against plan

Trending the right direction.

$3.0M $2.6M $2.2M $1.8M Q2 '25 Q3 '25 Q4 '25 Q1 '26 $2.3M
Actual TCoR
Plan

Four quarters of steady improvement against plan. Q1 came in 6.1% under, driven by the Strongsville WC severity recovery and the cyber primary renegotiation effective 1 May.

15
Watching for Q2 2026

What's on the horizon.

10 June 2026
Board meeting
Bound briefings delivered to each director 3 June. Risk Engineering walk-through scheduled for the 10 June meeting.
July 2026
Property & BI renewal · FM Global
Strategy session 12 May; engineering survey complete. Pursuing 5% rate reduction at renewal.
September 2026
D&O Side A renewal
Mid-year market view ahead of mid-year quote. Pre-renewal positioning begins 1 July.
Q3 2026
Captive feasibility · executive review
Independent actuary engaged. Reviewing whether to bring first-dollar WC into the captive structure.
22

Your full briefing runs nine sections, including the carrier panel, the claims register, the materiality memo, and the captive structure narrative.

Bound copies are delivered to each director one week ahead of the 10 June board meeting. A digital copy lives in your Vault, watermarked and access-logged.

— Your Oswald team
Oswald · Q1 2026
28
Spread 1 of 3
In Good Company

The right person. The right introduction. From a network you can trust.

Insurance is what we do. The rest of it — the board candidates, the M&A advisors, the specialist counsel, the peer CFO at a similar-size manufacturer — is the part nobody talks about. We do. When you need someone, we know someone.

What can we help you find?

An independent director
Board candidates, advisory board members, audit committee chairs from our network of operators.
Specialist counsel
M&A, restructuring, regulatory, employment, IP — lawyers who do this every day, not occasionally.
A peer CFO or GC
Another Oswald client at similar scale, in a similar sector — navigating something you're navigating. With both sides' permission, always.
Executive talent
Search firms, fractional executives, interim CFOs, division presidents — sourced from operators we know.
Banking & capital
Commercial bankers, capital sources, debt advisors, family offices — relationship-led, not transactional.
Something else entirely
Tell us. Odds are we know someone — and if we don't, we'll find someone worth your time.
Recent introductions

Who we've connected Vandermark with this year.

PL
Patricia Lin, Independent Director
For: Audit committee chair candidate · Manufacturing & industrials background, former Big Four partner · Introduced: February 2026
Connected
MT
Marcus Thorne, M&A Advisor
For: The Q3 add-on transaction for Specialty Chemicals · Has closed 14 deals in your sector · Introduced: March 2026
Connected
HR
Dr. Helena Ramos, Cybersecurity Specialist
For: Post-incident review of Precision Components ransomware event · 22 years incident response · Introduced: May 2026
Intro made
TW
Tom Whitaker, peer CFO
For: Peer to compare notes on captive structures · $720M revenue precision manufacturer, also Cleveland-area · Introduced: June 2026
Awaiting your reply
SB
Sarah Becker, Banking Relationships
For: Adding a second banking relationship ahead of the 2027 revolver renewal · Lead at a regional commercial bank · Introduced: July 2026
Intro made
From the podcast · Latest episode

In Good Company · Episode 14

Three Cleveland-area CFOs on what they wish they'd known about cyber, captive structures, and board reporting at $500M revenue. Hosted by Jessica Jung. 42 minutes.
Your team · today

Your Oswald team.

Five named people work on Vandermark every day. Forty-two specialists across eleven Oswald practices are on the bench, available within hours when the work calls for depth. The list below is yours; their phones are answered, their calendars accessible.

The core team

Five people · together for an average of 4.2 years on this account
DR
David Reinhardt
Lead Account Executive
Oswald · 19 yrs

Owns the relationship and the program strategy. Sits on Vandermark's annual risk committee. Has run your account since 2018; led the captive feasibility work in 2024.

Last engaged · Mon 11:42 ET · captive feasibility prep
SL
Sarah Lin
Cyber & Privacy Practice Lead
Oswald · 11 yrs

Cyber technical and program lead. CISSP, JD. Spent six years before Oswald at a national breach-response firm. Active on the live Plant 2 incident — led the 02:51 corroboration call.

Active · today · IT-2026-0173
MK
Marcus Kowalski
Senior Risk Engineer
RCM&D · 14 yrs

Property and operational risk engineer. Surveys all 11 facilities annually. Manufacturing background; spent eight years at FM Global before crossing to brokerage. Strongest single voice in property renewal.

Last engaged · Thu · Q2 facility survey
JT
Janelle Torres
Senior Claims Advocate
Oswald · 8 yrs

Owns the claims experience end-to-end across all lines. Quietly the most-thanked person on the account. Reduced WC severity 22% over four years through aggressive return-to-work coordination.

Active · today · WC-26-0044 + 2 others
RG
Rebecca Greene
Account Manager · Day-to-day
Oswald · 6 yrs

The first call for COIs, contract reviews, fleet additions, headcount changes. Knows everyone in your insurance department by first name. Manages the document flow through the Vault.

Last engaged · Mon · COI for Tier-1 supplier
AT
Aaron Thurston
Data & Analytics Lead
Oswald Platform · 4 yrs

Builds and maintains the analytics layer beneath the Cockpit. Owns the loss-forecast model, the captive contribution analysis, and the quarterly briefing data set. Quiet but indispensable.

Last engaged · Fri · Q1 briefing data

The extended bench

42 specialists across 11 Oswald practices · drawn on when the work calls for depth
Cyber & Privacy
Sarah Lin · Practice LeadOswald · 6 specialists
Engaged today · IT-2026-0173
Captives
Marcus Webb · Practice LeadRCM&D · 4 specialists
Last engaged · Apr · feasibility
M&A · Reps & Warranties
Daniel Carter · Practice LeadAvondale · MGU bench
Last engaged · Q4 2024 · acquisition
Executive Risk · D&O / EPLI
Patrick Whelan · Practice LeadRCM&D · 5 specialists
Active · EPL-25-0089
Surety & Bonds
Theresa Park · Practice LeadOswald · 3 specialists
Last engaged · Jan · bid bond
Environmental
Henry Osei · Practice LeadRCM&D · 3 specialists
Quiet · last review Sep 2025
Marine Cargo · Intl
Lin Tao · Practice LeadRCM&D · 2 specialists
Active · Wrocław shipping lanes
Employee Benefits
Karen Lim · Practice LeadOswald · 7 specialists
Active · 2026 plan year
International Programs
Marco Esposito · Practice LeadRCM&D · 4 specialists
Active · Mexico, Poland
Construction · Builder's Risk
Robert Hayes · Practice LeadEnders · 4 specialists
Last engaged · Akron expansion 2024
Aviation · UAS
Stephen Galt · Practice LeadNSI · 2 specialists
Tracking · facility-inspection drones
Loss Control · OSH
Patricia Devlin · Practice LeadGibson · 2 specialists
Active · WC severity program

"The platform structure is invisible to the client by design — but visible to those who want to see it. Eleven practices. One team. One number to call."

Quarterly · Q1 2026

The Vandermark
Q1 Risk Briefing.

Prepared for the Vandermark board of directors. The quarter's risk position, claims activity, key events, and recommendations for committee review. Bound copies are delivered one week before the board meeting on 10 June.

Cover Letter from the Lead The Quarter in Numbers Events of Note Recommendations Forward Look
A Quarterly Risk Briefing
Prepared for the Board of

Vandermark
Industries, Inc.

Q1 2026 · COPY № 0001 OF 9
Oswald 360Cleveland · 2026
From the Lead

A note before the quarter's record.

A quiet quarter on the surface, with one matter that mattered. The discipline of the program held.

This briefing accompanies the Q1 board materials. It is meant to be read, not skimmed: the quarter's risk position, the matters that asked for our attention, the recommendations we are bringing forward for the board's consideration.

The defining matter of the quarter is the Specialty Chemicals EEOC filing, which moved from charge to reasonable-cause finding in February. The reserve held; counsel is responding; the carrier is on notice. We expect resolution before year-end and have priced an appropriate range into the captive's Q2 contribution.

Total cost of risk is tracking 6.1% under plan, principally from favorable workers' compensation development and a 2.1% reduction at the property renewal. Cyber premium increased 18.4% at last renewal, which we anticipated and which the live cyber matter at Plant 2 — which will be the defining matter of Q2 — may revisit.

We recommend three actions for the board's review on page eight.

David Reinhardt Lead on your account · On behalf of your Oswald team
— II —
The Quarter in Numbers

The quarter, quantified.

The figures behind the quarter. Where they vary from plan, we have noted the reason.

Total Cost of Risk · Q1 actual$2.31M
Total Cost of Risk · Q1 plan$2.46M
Variance to plan−$148k · −6.0%
Premium · Q1$1.31M
Claims incurred · Q1$612k
Loss ratio · Q139%
Loss ratio · trailing 12 mo42%
New claims · Q111
— of which reportable2
Captive contribution · Q1$420k
Risk Weather signals raised38
— of which required action3
Concierge engagements · Q187
· · ·
— IV —
Events of Note

The matters that asked for attention.

Three events shaped the quarter. Each is held in the file with the full record.

FEB · EPL-25-0089

EEOC reasonable-cause finding · Specialty Chemicals · Akron

The Q4 2025 charge was elevated to a reasonable-cause finding. Outside counsel (Frantz Ward) responding; AIG EPL on notice; reserve held at $850k. Counsel and the EPL practice estimate resolution before year-end within the reserved range.

MAR · CAP-26-FEAS

Captive feasibility · Phase II completion

RCM&D's captive practice completed the Phase II economic modeling. Projected $1.8M annual contribution offsetting WC and GL retention. Bermuda domicile recommended. Materials prepared for the May 22 finance committee review.

MAR · REG-26-0004

SEC cyber-disclosure rule · finalized

The SEC published the final form of the cyber-incident disclosure rule. Materiality threshold workshop scheduled with counsel and CISO for May 14. Applicable to any material incident on a four-day window from determination of materiality.

MAR · WC-26-0044

Workers' compensation · Wrocław facility

A slip-and-fall at the Wrocław 3PL facility resulted in a soft-tissue injury claim. Reserve $145k. Polish counsel coordinated; international EL endorsement responding. Return-to-work plan in place, anticipated full recovery within 90 days.

— V —
Recommendations · for the Board

Three matters for the board's review.

Each recommendation is supported by the analysis on the referenced pages. We will be prepared to discuss in committee.

1 · Approve captive formation · Bermuda domicile

Phase II analysis supports formation. Annual contribution offsetting WC and GL retention projected at $1.8M, with a five-year payback. Recommended action: authorize finance committee to proceed with formation, pending tax review.

Decision · See pp. 12–14
2 · Restructure D&O Side A architecture · September renewal

Current $25M Side A DIC is unchanged for three years. PE structure has matured; market conditions favor restructure with potential 8–12% premium reduction. Recommended action: authorize team to market broadly for September renewal.

Approval · See p. 16
3 · Adopt SEC cyber-disclosure materiality framework

The final rule requires a documented materiality determination process. We have drafted a framework with outside counsel and the CISO. Recommended action: audit committee to adopt the framework at the June meeting, ahead of the next reportable incident.

Adoption · See p. 18
· · ·
— VIII —
Forward Look

What we are watching for.

A look across Q2 and into the second half. Where we expect events to ask for the board's attention, we have noted them.

Q2 2026 · ACTIVE

Plant 2 cyber incident

The 5 May incident will be the defining matter of Q2. Resolution within Beazley's $50M tower is expected; impact on Q2 cyber loss ratio is being scoped. A supplemental briefing will be prepared if the matter is determined to be SEC-reportable.

JUL 2026

Property & BI renewal · FM Global

Engineering survey complete. Single-carrier relationship at 19 years. Pursuing a 5% rate reduction; FM positioning is favorable. We will brief in advance if the market shifts.

SEP 2026

D&O tower renewal

Per recommendation 2, we will market the Side A DIC and excess layers. Initial market reads are favorable. Expect to bring the structure recommendation to the September meeting.

OCT 2026

Cyber tower renewal · post-incident

The Plant 2 incident will inform the renewal. Pre-renewal positioning begins 1 July. Expect to discuss whether to expand the tower above $50M given threat-actor activity in the manufacturing sector.

Q3 · ANTICIPATED

Acquisition pipeline · two LOIs in diligence

The M&A practice (Avondale specialty bench) is engaged on two reps & warranties placements. We anticipate adding R&W coverage in Q3 if either transaction closes. Will advise the board at the relevant meeting.

— IX —
Bound by hand · printed in Cleveland · delivered one week before the meeting

A complete edition runs twenty-four pages, including the loss-run appendix and the carrier-strength annex. Nine numbered copies have been printed for the board, the CFO, the GC, and the audit committee chair. A digital edition is available in the Vault, watermarked and access-logged.

Oswald 360 · A conceptual mockup Privacy by design Audit-logged · access-controlled
Session encrypted · M. Chen · Just now