DEF 14A of Cincinnati Financial Corp, Mar 19, 2025

DEF 14A of Cincinnati Financial Corp

Filed Mar 19, 2025 · FY20240000020286-25-000019

Open on EDGAR

  1. Director Nominees

    Director Nominees The following table provides summary information about each director nominee. Complete information about each director’s background and experience begins on Page 11. Each director stands for election annually.

  2. Director Nominees

    | Name | Age | Primary Occupation | Independent | Committee Memberships | Other Public Company Boards | | Nancy C. Benacci | 69 | Head of Equity Research (Retired), KeyBanc Capital Markets | ü | A, I | 1 | | Linda W. Clement-Holmes | 62 | Chief Information Officer (Retired), The Procter & Gamble Company | ü | A, C, N | 1 | | Dirk J. Debbink* | 69 | Chairman, MSI General Corporation | ü | A, E, I, N (Chair) | 0 | | Steven J. Johnston | 65 | Executive Chairman of the Board, Cincinnati Financial Corporation | | E (Chair), I (Chair) | 0 | | Jill P. Meyer | 53 | Chief Operating and Relationships Officer and Founding Managing Director - Cincinnati, The O.H.I.O. Fund | ü | N | 0 | | David P. Osborn | 64 | President, Osborn Williams & Donohoe LLC | ü | A, C (Chair), I | 0 | | Gretchen W. Schar | 70 | Executive Vice President, Chief Financial and Administrative Officer (Retired), Arbonne International LLC | ü | A (Chair), C, N | 1 | | Charles O. Schiff | 55 | Executive Vice President, Secretary and Treasurer, John J. & Thomas R. Schiff & Co. Inc. | | I | 0 | | Douglas S. Skidmore | 62 | Chief Executive Officer, Skidmore Sales & Distributing Company Inc. | ü | E, N | 0 | | Stephen M. Spray | 58 | President and Chief Executive Officer, Cincinnati Financial Corporation | | E, I | 0 | | John F. Steele, Jr. | 71 | Chairman and Chief Executive Officer, Hilltop Basic Resources Inc. | ü | E | 0 | | Larry R. Webb | 69 | President (Retired), Webb Insurance Agency Inc. | | E, I | 0 | | Cheng-sheng Peter Wu | 63 | External Advisor, Boston Consulting Group | ü | A | 0 |

  3. Director Nominees

    * Lead Independent Director A Audit Committee C Compensation Committee E Executive Committee I Investment Committee N Nominating Committee

  4. 2024 Executive Compensation Highlights

    | Name and Principal Position | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non- Equity Incentive Plan Compensa- tion ($) | Change in Pension Value and Non- Qualified Deferred Compensa- tion Earnings ($) | All Other Compensa- tion ($) | Total Compensa- tion ($) | | Stephen M. Spray | 1,061,264 | — | 1,667,532 | 1,573,366 | 4,195,608 | 234,019 | 52,411 | 8,784,200 | | President and Chief Executive Officer | | | | | | | | | | Michael J. Sewell | 1,038,235 | — | 1,130,849 | 979,160 | 2,611,038 | — | 233,804 | 5,993,086 | | Chief Financial Officer | | | | | | | | | | Steven J. Johnston | 753,716 | — | 1,994,070 | 1,881,613 | 5,017,594 | — | 237,727 | 9,884,720 | | Executive Chairman of the Board | | | | | | | | | | John S. Kellington | 723,961 | — | 789,051 | 682,769 | 1,820,674 | — | 123,218 | 4,139,673 | | Chief Information Officer | | | | | | | | | | Teresa C. Cracas | 659,192 | — | 718,563 | 621,696 | 1,657,789 | — | 140,997 | 3,798,237 | | Chief Risk Officer | | | | | | | | | | Steven A. Soloria | 561,231 | — | 624,340 | 540,022 | 1,440,000 | 146,700 | 49,491 | 3,361,784 | | Chief Investment Officer | | | | | | | | |

  5. Information About the Board of Directors

    Information About the Board of Directors The mission of the board is to encourage, facilitate and foster the long-term success of Cincinnati Financial Corporation. The board oversees management in the performance of the company’s obligations to our independent agents, policyholders, associates, communities and suppliers in a manner consistent with the company’s mission and with the board’s responsibility to shareholders to deliver superior, sustainable shareholder value over the long term.

  6. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors Directors are elected annually. The board of directors currently consists of 13 directors, 9 of whom are determined to be independent by the board, according to the definition of independence specified in the Nasdaq listing requirements. On November 15, 2024, the board, upon the recommendation of its nominating committee, unanimously nominated the 13 directors listed below for re-election to the board at the 2025 Annual Meeting of Shareholders. The directors elected at the Annual Meeting will hold office until the 2026 Annual Meeting and until their successors are duly elected and qualified. Unless otherwise instructed, the persons named in the proxy card (the proxy holders) attached to this proxy statement, as filed with the SEC, intend to vote the proxies held by them for the election of the 13 nominees named below. The board of directors knows of no reason why these nominees should be unable or unwilling to serve, but if that should be the case, proxies received will be voted for the election of such other persons, if any, as the board of directors may designate.

  7. Nominees for Directors for Terms of Office Continuing until 2026

    Nominees for Directors for Terms of Office Continuing until 2026 Each of our directors brings to our board extensive management and leadership experience gained through their service as executives and, in several cases, chief executive officers of diverse businesses. In these executive roles, they have taken hands-on, day-to-day responsibility for strategy and operations, including management of capital, risk and business cycles. In addition, many of our directors bring public company board experience – either significant experience on other boards or long service on our board – that broadens their knowledge of board policies and processes, rules and regulations, and issues and solutions. Further, each director has civic and community involvement that mirrors our company’s values emphasizing personal service, relationships and local decision making.

  8. Board Skills Matrix

    Board Skills Matrix

  9. Board Skills Matrix

    | | Benacci | Clement-Holmes | Debbink | Johnston | Meyer | Osborn | Schar | Schiff | Skidmore | Spray | Steele | Webb | Wu | | Business Management | X | X | X | X | X | X | X | X | X | X | X | X | X | | Leadership | X | X | X | X | X | X | X | X | X | X | X | X | X | | Financial Expertise | X | | | X | | X | X | | | | | | | | Insurance | X | | | X | | | | X | | X | | X | X | | Investment | X | | | X | | X | | | | | | | | | Legal | | | | | X | | | | | | | | | | Accounting and Auditing | | | | X | | | X | | | | | | | | Technology and Information Security | | X | | X | | | | | | | | | | | Cybersecurity Certification | X | X | | | | | | | | | | | | | Innovation | | X | | X | X | | | | | | | | X | | Civic and Community Involvement | X | X | X | X | X | X | X | X | X | X | X | X | X | | Independence | X | X | X | | X | X | X | | X | | X | | X | | Diversity | X | X | | | X | | X | | | | | | X |

  10. Board Skills Matrix

    The nominating committee’s process to recommend qualified director candidates is described on Page 26 under Director Nomination Considerations and Process. The biographies of our director nominees, including their names, ages, the year first elected as a director, their present positions, principal occupations and public company directorships held in the past five or more years begin on Page 13. For each director, we also describe specific individual qualifications and skills that contribute to the overall effectiveness of our board and its committees.

  11. Biographical Information About Our Director Nominees

    Biographical Information About Our Director Nominees (Data as of March 5, 2025)

  12. Nancy C. Benacci

    Nancy C. Benacci

  13. CFA, NACD.DC

    CFA, NACD.DC Age: 69 Director since 2020 Committee: Audit, Investment U.S. Insurance Subsidiary Director Ms. Benacci served as head of equity research from 2004 until her retirement in 2019 of KeyBanc Capital Markets, a subsidiary of KeyCorp, one of the nation’s largest bank-based financial services companies. She directed a sell-side equity research group of more than 100 individuals covering 600 companies in a variety of industries. For more than a decade earlier in her career, she provided research coverage on companies in the property casualty and life insurance sectors.

  14. Director Qualifications

    Director Qualifications üBrings to the board extensive leadership skills, including strategy development; revenue and market share growth; and business transformation üContributes valuable perspective on the investment analyst community and capital markets based on financial expertise and experience in governance and compliance üCertified in Cybersecurity Oversight by Carnegie Mellon University's Software Engineering Institute

  15. Other Public Company Directorships

    Other Public Company Directorships Regis Corporation (2023-present)

  16. Selected Directorships and Memberships

    Selected Directorships and Memberships Trustee, The Payden & Rygel Investment Group (2023-present) Board Member, John Carroll University (2006-2017; 2019-present) Nonprofit boards providing education and scholarships and benefiting cancer patients

  17. Linda W. Clement-Holmes

    Linda W. Clement-Holmes Age: 62 Director since 2010 Committees: Audit, Compensation, Nominating Ms. Clement-Holmes was chief information officer of publicly traded The Procter & Gamble Company from 2015 to 2017. She retired from Procter & Gamble in 2018, following a 35-year career. As Procter & Gamble’s chief information officer, Ms. Clement-Holmes led the entire global information technology organization (2,500 IT professionals), set strategic direction and drove technology innovation. From 2010 to 2014, she was senior vice president of Global Business Services and also served as chief diversity officer from 2010 to 2012.

  18. Director Qualifications

    Director Qualifications üBrings to the board expertise in leveraging emerging business technologies to support speed and innovation and align with strategic goals üCertified in Cybersecurity Oversight by Carnegie Mellon University's Software Engineering Institute

  19. Other Public Company Directorships

    Other Public Company Directorships Fifth Third Bancorp (2020- present)

  20. Selected Directorships and Memberships

    Selected Directorships and Memberships Member, IT Senior Management Forum Nonprofit boards benefiting women, families and childcare, educational and civic organizations, professional IT organizations and the American Heart Association

  21. Dirk J. Debbink

    Dirk J. Debbink Director since 2012 Lead Independent Director Committees: Audit, Executive, Investment, Nominating (chair) U.S. Insurance Subsidiary Director Mr. Debbink is chairman since 2007 of MSI General Corporation, a privately owned design/build construction firm. He joined MSI General in 1983, holding various positions of increasing responsibility and serving as the company’s president from 1991 to 2007. Mr. Debbink has served as Reserve Deputy Commander, U.S. Pacific Fleet and Commander, Navy Reserve Force. While on active duty with the U.S. Navy, he was as a senior member of the staff of the Chief of Naval Operations in the Pentagon.

  22. Director Qualifications

    Director Qualifications üBrings to the board extensive experience in strategic planning and execution; sales and marketing; information technology for a worldwide dispersed workforce; human resources, including pension and profit-sharing plans; and government relationships at the federal level üContributes valuable perspective based on leadership of small firms typical of the company’s commercial policyholders to extremely large organizations

  23. Selected Directorships and Memberships

    Selected Directorships and Memberships Board Member, Discovery World Science & Technology Center (2017-present)

  24. Steven J. Johnston

    Steven J. Johnston

  25. FCAS, MAAA, CFA, CERA

    FCAS, MAAA, CFA, CERA Age: 65 Director since 2011 Executive Chairman of the Board Committees: Executive (chair), Investment (chair) U.S. Subsidiary Director Since 2020, Mr. Johnston has served as executive chairman of the board. Serving as president of the company and its U.S. subsidiaries from 2011 to 2022, and as chief executive officer from 2011 to May 2024, he continues to facilitate the business of the board and supports management by working with agencies, investors, shareholders and other industry and business organizations. From 2008 to 2011, he was chief financial officer, senior vice president and secretary for both the company and The Cincinnati Insurance Company, and treasurer of the company.

  26. Director Qualifications

    Director Qualifications üBrings to the board expertise gained from management of our operations and identifying challenges and opportunities üContributes accounting and actuarial expertise; experience driving technology and efficiency improvements; and strong communication skills to aid in his role as liaison between the board and senior management

  27. Selected Directorships and Memberships

    Selected Directorships and Memberships Member, American Academy of Actuaries (1987-present) Fellow, Casualty Actuarial Society (1990-present) Chartered Financial Analyst (1997-present) Chartered Enterprise Risk Analyst (2013-present) Board Member, American Property Casualty Insurance Association (2021-present) Executive Committee, Ohio Business Roundtable (2023-present) Executive Committee and Past Chair, Cincinnati Business Committee (2011-present) Jill P. Meyer, Esq. Director since 2019 Committees: Nominating U.S. Property Casualty Insurance Subsidiary Director Ms. Meyer is the chief operating and relationships officer, and founding managing director-Cincinnati, for The O.H.I.O. Fund, a unique investment fund launched in 2024, focused on growth investments across multi-asset classes in Ohio. Ms. Meyer served as president and chief executive officer from 2015 to 2023 of the Cincinnati USA Regional Chamber, one of the largest metro chambers in the nation. She was responsible for the overall execution of the Chamber’s strategic plan, annual goals, financial performance and team development. Prior to joining the Chamber, Ms. Meyer was an attorney with Frost Brown Todd LLC, serving as partner-in-charge for the Cincinnati office from 2009 to 2015. Her legal practice was focused on a wide spectrum of business matters, including counseling and litigating advertising and media law issues.

  28. Director Qualifications

    Director Qualifications üBrings to the board strong business acumen, legal experience and community perspective üEnhances the board’s ability to foster the company’s focus on long-term strategies that can benefit shareholders and other key constituents

  29. Selected Directorships and Memberships

    Selected Directorships and Memberships Board Member, Queen City Club (2016-present) Board Member, United Way of Greater Cincinnati (2021-present) Chair, Cincinnati Branch of the Federal Reserve Bank of Cleveland (elected 2025)

  30. David P. Osborn

    David P. Osborn

  31. CFA

    CFA Age: 64 Director since 2013 Committees: Audit, Compensation (chair), Investment U.S. Insurance Subsidiary Director Since 2012, Mr. Osborn has been president of Osborn Williams & Donohoe LLC, a Cincinnati-based independent investment advisory firm. He joined its predecessor firm in 1993, becoming a partner in 2010.

  32. Director Qualifications

    Director Qualifications üBrings to the board experience with dividend growth investment strategy to support investment committee decisions üLeverages deep experience building relationships and setting long-term, strategic business plans to enhance board discussions of the company's long-term outlook and strategic planning activities

  33. Selected Directorships and Memberships

    Selected Directorships and Memberships Board Member, Cincinnati Children’s Hospital (2016-present) Vice Chair (since 2024), Greater Cincinnati Foundation (2017-present) Nonprofit boards benefiting arts, education, youth services and the care of adults with neurological disorders

  34. Gretchen W. Schar

    Gretchen W. Schar Director since 2002 Committees: Audit (chair), Compensation, Nominating Ms. Schar retired in 2018 from Arbonne International LLC, a beauty and nutritional product company headquartered in Irvine, California. As executive vice president and chief financial and administrative officer of the firm since 2011, she led the firm’s financial, accounting, strategy and business planning, operations, information technology, human resources and international functions. She was executive vice president and chief financial officer from 2008 to 2011 of Philosophy Inc., an international, prestige beauty brand based in Phoenix, Arizona.

  35. Director Qualifications

    Director Qualifications üBrings to the board leadership skills in key areas, including accounting, auditing and financial reporting, investor relations, capital management, human resources, information technology, strategic planning and business planning üDraws on knowledge of customer relationship management and distribution chains to benefit board discussions and decisions

  36. Other Public Company Directorships

    Other Public Company Directorships Carter's Inc. (2019-present)

  37. Selected Directorships and Memberships

    Selected Directorships and Memberships Nonprofit boards benefiting fine and performing arts, arts education, a hospital, children's dental services and general philanthropy

  38. Charles O. Schiff

    Charles O. Schiff Age: 55 Director since 2020 Committee: Investment U.S. Insurance Subsidiary Director Mr. Schiff is executive vice president, secretary and treasurer of John J. & Thomas R. Schiff & Co. Inc., a privately owned, Cincinnati-based independent insurance agency. Working in the insurance industry since 2002, he excels in learning his clients’ businesses and recommending appropriate risk management strategies, including insurance products and services that help his clients achieve their goals. In addition to maintaining a profitable insurance book of business, he oversees the agency’s financial management and governance activities.

  39. Director Qualifications

    Director Qualifications üBrings to the board extensive knowledge of the insurance marketplace, consumer buying habits and trends in competition üProvides ongoing insight into how we are serving our primary customers, helping evaluate the impact of our decisions on agency operations üContributes the perspective of a large shareholder to board discussions and decisions Nonprofit boards benefiting performing arts, children’s dental services and general philanthropy

  40. Douglas S. Skidmore

    Douglas S. Skidmore Director since 2004 Committees: Executive, Nominating Mr. Skidmore has been chief executive officer since 2003 and director since 1994 of Skidmore Sales & Distributing Company Inc., a privately owned, Cincinnati-based, full-service independent distributor and broker of quality industrial food ingredients. He was president from 1994 to 2013 and marketing manager from 1990 to 1994.

  41. Director Qualifications

    Director Qualifications üBrings to the board the benefits of experience gained from executive roles in strategic planning, marketing, human resources and overall growth and performance of his second-generation family business, which shares many characteristics with our typical commercial policyholders üProvides a policyholder view of our products and services and draws on management experience to contribute to the board’s oversight of business processes and technology initiatives

  42. Selected Directorships and Memberships

    Selected Directorships and Memberships Member, Institute of Food Technologists (1990-present) Board Member, Athletes in Action (2013-present) Board Member, Cincinnati Opera (2018-present) Trustee, Food Ingredient Distributors Association (2005-2015; 2021-present)

  43. Stephen M. Spray

    Stephen M. Spray Age: 58 Director since 2024 President and Chief Executive Officer Committees: Executive, Investment U.S. Subsidiary Director Mr. Spray is chief executive officer of Cincinnati Financial Corporation and its U.S.-based subsidiaries since May 2024, and president since 2022. After joining Cincinnati Insurance in 1991, he held various positions with the company, each increasing in scope and responsibilities. Mr. Spray was instrumental in the formation of The Cincinnati Specialty Underwriters Insurance Company in 2007. From 2011 to 2016, he was responsible for sales and marketing, including management of field underwriters and independent agency relationships. He led the company’s commercial lines operations from 2016 until 2019 and served as chief insurance officer of the property casualty subsidiaries from 2019 until 2022.

  44. Director Qualifications

    Director Qualifications üBrings to the board an extensive understanding of the insurance industry, how to maintain the company’s industry-leading profitability and growth and of the value of its agency-centered business model üDraws on experience gained from his time as an independent agent and day-to-day management of the company’s operations to develop and drive long-term strategies that advance key advantages with agents and produce value for shareholders Bowling Green State University, Insurance and Risk Management Advisory Board, (2015-present) John F. Steele, Jr. Director since 2005 Committees: Executive U.S. Property Casualty Insurance Subsidiary Director Mr. Steele is chairman since 2004, chief executive officer since 1994 and a director since 1985 of Hilltop Basic Resources Inc., a privately owned, Cincinnati-based aggregates and ready-mix concrete supplier to the construction industry.

  45. Director Qualifications

    Director Qualifications üBrings to the board his deep experience in all aspects of business ownership, operations and customer relationships üProvides a policyholder perspective, including intimate knowledge of family-run corporations and the construction industry, which is the source of approximately 40% of our commercial general liability insurance premiums

  46. Selected Directorships and Memberships

    Selected Directorships and Memberships Board Member, National Stone, Sand & Gravel Association (2001-2010; 2013-present) Board Member, The Wm. Powell Company (2023-present)

  47. Larry R. Webb

    Larry R. Webb

  48. CPCU

    CPCU Age: 69 Director since 1979 Committees: Executive, Investment U.S. Insurance Subsidiary Director Mr. Webb was president since 1994 and a director since 1980 of Webb Insurance Agency Inc., a privately owned, independent insurance agency based in Lima, Ohio. He retired from both positions in January 2023. Prior to becoming president, he was treasurer of the agency from 1981 to 1994. He has been a licensed insurance agent since 1977.

  49. Director Qualifications

    Director Qualifications üBrings to the board insights gained as a principal owner of an independent insurance agency, with duties that included financial management and accounting oversight, information technology, human resources, sales and marketing, risk management and relationship development with insurance companies and clients üDraws on his long tenure on our board and as a large shareholder, as well as his agency’s representation of our products and services since 1951 to contribute deep institutional knowledge, promoting continuity of the agent-centered mission and values essential to our business model

  50. Selected Directorships and Memberships

    Selected Directorships and Memberships Board Member, SWD Corporation (2010-present) Nonprofit boards benefiting cancer research, an airport authority, hospital and cultural organizations

  51. Cheng-sheng Peter Wu

    Cheng-sheng Peter Wu

  52. FCAS, ASA, MAAA, CSPA

    FCAS, ASA, MAAA, CSPA Age: 63 Director since 2024 Committee: Audit U.S. Property Casualty Insurance Subsidiary Director Mr. Wu currently serves as an external advisor for Boston Consulting Group providing expert insight in the areas of insurance analytics, data science and artificial intelligence with a focus on emerging technologies and their impact on the insurance industry. From 1995 to 2020, he was managing director and chief actuarial analytics practice leader for Deloitte Consulting LLP where he co-founded and managed a team that pioneered the development and implementation of cutting-edge analytics and data science solutions for insurers.

  53. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors In 2024, non-employee directors were compensated for their board service as follows:

  54. Compensation of Non-Employee Directors

    | Annual Cash Retainer | $75,000 | | Annual Stock Retainer | $75,000 | | Chairman Annual Cash Retainer* | $50,000 | | Lead Director Annual Cash Retainer | $50,000 | | Independent Committee Chair Cash Retainer | $25,000 | | Meeting Fees - Cash | $4,500 per board meeting $1,500 per committee meeting (except investment committee) $6,000 per investment committee meeting $7,500 maximum per day $60,000 minimum per calendar year | | Meeting Fees - Stock | Matches cash meeting fees up to maximum of $60,000 per year |

  55. Compensation of Non-Employee Directors

    *When the chairman is not an executive of the company. The compensation committee grants the stock awards for each director’s prior year’s board service at its first scheduled meeting each calendar year. See Stock-Based Award Grant Practices, Page 48. Amounts shown in the Stock Awards column of the 2024 Director Compensation table reflect grants awarded under the Cincinnati Financial Corporation Non-Employee Directors' Stock Plan of 2018 (Directors' Stock Plan of 2018) at the committee’s meeting on January 30, 2025, for board service in 2024. In order to attract and retain skilled and effective directors, the compensation committee periodically reviews the level of compensation paid to our non-employee directors. It conducted such a review in 2023, which included a study of the elements of compensation, such as cash and stock-based compensation in the form of meeting fees and retainers for all non-employee directors and retainers for the independent lead director and chairs of the board's independent committees. The committee also considered the market capitalization and the level and elements of director compensation paid by companies in our peer group. The 2023 review revealed that the average of the compensation paid to our non-employee directors was significantly below that paid by companies in our peer group of similar size. In early 2024, the committee adjusted the cash and stock retainers paid to our non-employee directors to $75,000 and adjusted cash retainers paid to the lead independent director and the chairs of the independent committees to $50,000 and $25,000, respectively, with the intent of raising the average level of compensation paid to our non-employee directors to be within a reasonable range of the compensation paid by companies in our peer group of similar size. These adjustments to director compensation were effective beginning in 2024. The company also provides outside directors with life insurance, personal umbrella liability insurance and spouse travel and meals for certain business events. See Perquisites and Other Personal Benefits, Page 49, for details about these benefits. Amounts contained in the All Other Compensation column of the 2024 Director Compensation table reflect the aggregate cost of these individual benefits. Other than providing outside directors with the opportunity to defer compensation under the Cincinnati Financial Corporation Nonemployee Director Deferred Compensation Plan, the company does not provide outside directors with retirement benefits, benefits under health and welfare plans or compensation in any form not described above, nor does it have any agreement with any director to make charitable donations in the director’s name.

  56. 2024 Director Compensation (1)

    2024 Director Compensation (1)

  57. 2024 Director Compensation (1)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Thomas J. Aaron | 125,421 | 125,486 | 6,742 | 257,649 | | Nancy C. Benacci | 144,000 | 135,086 | 15,423 | 294,509 | | Linda Clement-Holmes | 135,000 | 135,086 | 2,989 | 273,075 | | Dirk J. Debbink | 232,500 | 135,086 | 18,609 | 386,195 | | Jill P. Meyer | 135,000 | 135,086 | 1,567 | 271,653 | | David P. Osborn | 169,000 | 135,086 | 2,271 | 306,357 | | Gretchen W. Schar | 160,000 | 135,086 | 1,643 | 296,729 | | Charles O. Schiff | 138,000 | 135,086 | 20,031 | 293,117 | | Douglas S. Skidmore | 135,000 | 135,086 | 17,423 | 287,509 | | John F. Steele, Jr. | 135,000 | 135,086 | 16,414 | 286,500 | | Larry R. Webb | 141,000 | 135,086 | 9,506 | 285,592 | | Cheng-sheng Peter Wu | 129,849 | 129,938 | 3,417 | 263,204 |

  58. 2024 Director Compensation (1)

    (1) Mr. Johnston is executive chairman of the board of the company and Mr. Spray is the president and chief executive officer of the company. Compensation for Messrs. Johnston and Spray are shown in the Summary Compensation Table and supporting disclosure beginning on Page 55. Messrs. Johnston and Spray receive no additional compensation for service as a director. Mr. Aaron resigned from the board on November 12, 2024. (2) Stock awards for nonemployee directors under the Directors' Stock Plan of 2018 were valued at fair market value determined by the average of the high and low sales price on Nasdaq on January 30, 2025, the date of grant, times the number of shares awarded. The per share fair market value on January 30, 2025, was $139.12. The number of shares underlying the stock awards reported in this column was 971 for each nonemployee director who completed a full year of service. Mr. Aaron was granted 902 shares and Mr. Wu was granted 934 shares. (3) For Messrs. Aaron, Osborn, Webb and Wu and Mses. Clement-Holmes, Meyer and Schar, includes premiums paid for personal umbrella liability insurance and life insurance for the benefit of the director and perquisites in an aggregate amount less than $10,000 for one or more of the types described in Perquisites and Other Personal Benefits, Page 49. For Mr. Debbink, includes perquisites in the aggregate amount of $18,609, which includes the incremental additional cost of $14,564 for travel and meals for business events to which spouses or guests are invited; $3,928 for premiums paid for a personal umbrella liability policy; and premiums paid for life insurance for the benefit of the director. For Mr. Schiff, includes perquisites in the aggregate amount of $20,031, which includes the incremental additional cost of $16,666 for travel and meals for business events to which spouses or guests are invited; $3,248 for premiums paid for a personal umbrella liability policy; and premiums paid for life insurance for the benefit of the director. For Mr. Skidmore, includes perquisites in the aggregate amount of $17,423, which includes the incremental additional cost of $13,859 for travel and meals for business events to which spouses or guests are invited; $3,447 for premiums paid for a personal umbrella liability policy; and premiums paid for life insurance for the benefit of a director. For Mr. Steele, includes perquisites in the aggregate amount of $16,414, which includes the incremental additional cost of $13,753 for travel and meals for business events to which spouses or guests are invited; and for premiums paid for a personal umbrella liability policy, and premiums paid for life insurance for the benefit of the director.

  59. 2024 Business and Financial Highlights

    2024 Business and Financial Highlights In 2024, your company continued its focus on helping the independent agents who represent us to grow profitably, even as it continued to meet the challenges presented by persistently elevated levels of inflation, disruption in the insurance market, large weather catastrophe events and volatile equity markets that affected the overall economy and the insurance industry. Your company delivered financial and operating results that benefited shareholders with a three-year total shareholder return of 36.5% and an 8.0% increase in regular cash dividends declared. This performance generated payouts of annual incentive cash compensation at the maximum level and payouts of performance-based restricted stock units for our named executive officers at the threshold level. Highlights of your company's performance in 2024 included: •A 15% increase in consolidated property casualty net written premiums to over $9.2 billion, eclipsing the industry average increase of 11%. The increase in premiums includes contributions from our growth initiatives, higher average price increases for most lines of business, and a higher level of insured exposures. •A property casualty pretax underwriting profit of $580 million, and a combined ratio of 93.4%, marking 13 consecutive years of underwriting profit. In 2024, our efforts to deepen our relationships with our independent insurance agent partners and further segment our renewal and new business opportunities with better pricing precision and risk-selection decisions continued to benefit core underwriting performance, before considering losses from weather catastrophe events. •A record-level of consolidated property casualty new business written premiums at $1.541 billion, up 31% and surpassing the $1.5 billion mark for the first time. •A 21% increase to $91 million of net income produced by our life insurance subsidiary, primarily due to more favorable impacts from the unlocking of interest rate and other actuarial adjustments and more favorable mortality experience. •A 12% increase in consolidated cash and invested assets to $29.361 billion. •A 15% increase in pretax investment income to a record $1.025 billion, net of expenses, driven by 22% growth in interest income. •A 64th consecutive year of shareholder dividend increases with an 8% increase in 2024 ordinary cash dividends declared. •A value creation ratio (VCR) of 19.8%, above our announced goal of producing a VCR of 10% to 13% on a five-year average basis. We consider VCR to be our primary performance metric for two reasons. First, we believe this measure captures the contribution of our insurance operations, the success of our investment strategy and the importance we place on paying cash dividends to shareholders. Second, as demonstrated in the chart below, the VCR has historically been directly correlated to the returns experienced by our shareholders for their investment in our common stock over the long term. Start with $1 Invested in 1988... We believe that when we operate our business to achieve a VCR consistently within our targeted range, we create value for shareholders over time, by book value appreciation and by dividends paid to shareholders that have increased for 64 consecutive years. Through cash dividends paid and share repurchases, we returned $616 million to shareholders in 2024, and $1.97 billion during the three years ended December 31, 2024.

  60. CEO Pay for Performance(1)

    (1)Amounts shown as SCT Total Compensation and Realized Total Compensation are attributed to the CEO as of December 31, which was Mr. Johnston in 2022 and 2023, and Mr. Spray in 2024. (2)Realized total compensation is the sum of salary and annual incentive cash compensation reported in the Summary Compensation Table (SCT) for the year plus the value realized from the exercise of stock options and vesting of time-vesting or performance-based restricted stock units, if any, reported in the Option Exercises and Stock Vested table for the year. (3)Three-year TSR is total shareholder return for the three-year performance period ending December 31 of a given year, as calculated by and displayed on Bloomberg Finance L.P. Over the last three years, compensation for our CEO varied in line with overall company performance, even as the Committee adjusted base annual salary and targets for performance-based compensation for performance periods beginning in 2022. Payouts of annual incentive and long-term performance-based awards throughout the period also directionally align with company performance.

  61. CEO Pay for Performance(1)

    | | Annual Incentive Compensation (VCR) | | | | Long-Term Performance-Equity Compensation (3-Year Total Shareholder Return) | | | | Baseline Award Placement Relative VCR | Adjustments for Growth and Profitability | Final Relative Award Placement* | Performance Level Earned | Performance Relative to Peer Companies | Performance Level Earned | | 2024 | > 6 Peers | +2 | > 8 Peers | Maximum | > 3 Peers | Threshold | | 2023 | > 4 Peers | +2 | > 6 Peers | Target | > 2 Peers | None | | 2022 | > 5 Peers | None | > 5 Peers | Target | > 1 Peer | None |

  62. CEO Pay for Performance(1)

    * For the annual performance period ending December 31, 2024, the company's VCR exceeded that of six of the nine peer group companies. The additional performance goals for net written premium growth and combined ratio also were met, increasing the final placement by two and improving final award placement and payout to maximum. For the annual performance period ending December 31, 2023, the company's VCR exceeded that of four of the nine peer group companies. The additional performance goals for net written premium growth and combined ratio also were met, increasing the final placement by two and improving final award placement and payout to target. For the annual performance period ending December 31, 2022, the company's VCR exceeded that of five of the nine peer group companies. The additional performance goals for net written premium growth and combined ratio were not met and did not affect final award placement or payout. Our performance over the last three years exceeded three of the nine companies in our peer group as measured by three-year total shareholder return(1). As suggested by the Three-Year Relative Pay for Performance graph below, total realizable compensation(2) for our CEO(3) remains comparatively low, ranking near the 31st percentile of the peer group, while the total realizable compensation of our NEOs improved to a ranking near the 51st percentile. Although we do not benchmark executive compensation to the peer group, we do compare our performance against those companies, regardless of their size, because we compete against them for each insurance policy we write.

  63. Three-Year Relative Pay for Performance

    Three-Year Relative Pay for Performance (2022-2024) ________________________ (1) Three-year total shareholder return is total shareholder return for the three-year performance period ending December 31, 2024, as calculated by and displayed on Bloomberg Finance L.P. (2) Three-year total realizable compensation is the sum of the following components of compensation as reported and calculated by Equilar: salary paid, discretionary cash bonus, nonequity incentive compensation paid, amounts realized from the exercise of stock options or vesting of stock awards, the intrinsic value of exercisable “in the money” stock options and the grant date fair value of time vesting and target-level performance-based restricted stock or restricted stock unit awards, for the three years ending December 31, 2023, the most recent year for which such data is available. (3) CEO compensation is attributable to the CEO as of December 31, which was Mr. Johnston in 2022 and 2023, and Mr. Spray in 2024.

  64. Annual Incentive Compensation

    Annual Incentive Compensation We use annual incentive compensation to encourage achievement of key short-term performance objectives believed to be important for achievement of longer-term strategic goals. Under the shareholder-approved Annual Incentive Compensation Plan of 2009, as amended in 2022 (2009 Annual Incentive Plan), each executive officer is eligible to annually receive an award of incentive cash compensation of up to 10 times their base annual salary based on achievement of specific performance-based criteria. The 2009 Annual Incentive Plan offers a wide range of performance objectives from which the Committee may choose. The specific performance objectives, hurdles and targets for each year are contained in the award agreements delivered to the individual officer. The 2009 Annual Incentive Plan also features a forfeiture and recoupment provision, and compensation paid pursuant to the Plan is subject to recovery under the Policy For The Recovery Of Erroneously Awarded Compensation, enabling the company to recover payments under this Plan when circumstances warrant. Awards of incentive compensation tie vesting of a portion of annual cash compensation to performance goals.

  65. Performance Objectives

    Performance Objectives The Committee uses a multi-metric formula that incorporates three performance objectives. The primary performance objective is our one-year VCR relative to our peer group. We believe this measure captures the contribution of our insurance operations, the success of our investment strategy and the importance we place on paying cash dividends to shareholders. The value creation ratio is a two-part metric: 1) our rate of growth in book value per share, plus 2) the ratio of dividends declared per share to beginning book value per share. We are targeting an annual VCR averaging 10% to 13% over any five-year period. Two company-specific performance objectives also are used by the Committee to emphasize the importance of consistent profitable growth. These company-specific performance objectives are: 1) revenue as measured by property casualty net written premium growth (premium growth goal), and 2) underwriting profitability as measured by the combined ratio (combined ratio goal). When both operating goals of premium growth and combined ratio are achieved, the company's relative placement among the peer group companies may be improved by up to four placements to determine the final award placement.

  66. Determining Final Award Placement

    Determining Final Award Placement Determination of the final award placement is a three-step process: •Step 1 - The Committee determines the company's baseline award placement among the peer group companies based on relative VCR. As in prior years, when the company's VCR exceeds the VCR of one or more of the companies in the peer group, the company's baseline award placement increases by one for each peer group company exceeded. •Step 2 - The Committee determines whether the company achieved the preestablished premium growth goal. For 2024, the growth goal was 3.0% or more. If the company does not achieve the growth goal, then the final award placement is the baseline award placement determined in Step 1. If the growth goal is achieved, then the final award placement is determined by Step 3. •Step 3 - The Committee determines the achievement of the final award placement based on achievement of the combined ratio goal. The combined ratio goal for 2024 awards is as follows: ◦When the combined ratio is 97.0% or better, the company's baseline award placement improves by one placement. ◦When the combined ratio is 95.0% or better, the company's baseline award placement improves by two placements. ◦When the combined ratio is 93.0% or better, the company's baseline award placement improves by three placements. ◦When the combined ratio is 91.0% or better, the company's baseline award placement improves by four placements. If the company does not achieve the combined ratio goal, then the final award placement is the baseline award placement determined in Step 1.

  67. Calculating the Annual Incentive Award Earned

    Calculating the Annual Incentive Award Earned

  68. Step 1: Determining the Baseline Award Placement Using Relative VCR

    Step 1: Determining the Baseline Award Placement Using Relative VCR As shown in the following chart, for 2024, the company achieved a VCR of 19.8%, which exceeded the VCR achieved by six of the nine peer group companies. This established the baseline award placement of exceeding six peer companies.

  69. Step 4: Determining the Final Award Placement

    Step 4: Determining the Final Award Placement For 2024, the company achieved the net written premium growth of 3% or greater and the combined ratio goal at 95.0% or better, earning enhanced placements to improve the baseline award placement by two, for a final award placement of exceeding the VCR for eight of the nine peer companies. The final award placement for exceeding the VCR for eight of nine peer group companies satisfies the performance hurdle for a maximum-level award payout of 200% of target. The following formula is used to calculate the annual incentive award earned: Base Annual Salary X Tier Target % X Performance Factor (0 - 200%) The following table shows how the formula was applied and the actual amounts earned for 2024.

  70. Step 4: Determining the Final Award Placement

    | Name | Base Annual Salary ($) (1) | Tier Target % of Base Annual Salary | 2024 Performance Factor (Target) (%) | 2024 Annual Incentive Cash Compensation ($) | | Stephen M. Spray | 1,048,902 | 200 | 200 | 4,195,608 | | Michael J. Sewell | 1,044,415 | 125 | 200 | 2,611,038 | | Steven J. Johnston | 1,254,399 | 200 | 200 | 5,017,596 | | John S. Kellington | 728,270 | 125 | 200 | 1,820,675 | | Teresa C. Cracas | 663,116 | 125 | 200 | 1,657,790 | | Steven A. Soloria | 576,000 | 125 | 200 | 1,440,000 |

  71. Long-Term Stock-Based Compensation

    Long-Term Stock-Based Compensation

  72. Types of Stock-Based Awards

    Types of Stock-Based Awards The Committee grants three types of stock-based awards to the NEOs: nonqualified stock options, performance-based restricted stock units (PSUs) and service-vesting restricted stock units (RSUs). The Committee finds these awards effective because stock options have value only if there is a corresponding increase in value recognized by shareholders, while PSUs focus executives on the sustained long-term performance of the company regardless of short-term stock price fluctuations. RSUs further emphasize the long-term focus and strengthen the alignment of financial interests shared by executives and shareholders, and support retention of executive talent. Stock options granted prior to November 2, 2017, were intended to qualify as performance-based, tax-deductible executive compensation. The NEOs also are eligible to receive shares under the Holiday Stock Plan. We do not pay dividends or dividend equivalents on unvested stock-based awards. Stock Options - For the NEOs, the Committee uses nonqualified stock options that vest and become exercisable in equal amounts over the three years following the grant date. We consider stock options to be performance-based compensation, because the associate recognizes value only if the market value of our stock appreciates over time. Stock options tie the compensation realized from such awards, if any, to changes in the stock price experienced by shareholders. When the stock price does not increase, the stock options do not have value. We do not, and have not, backdated, repriced or exchanged stock options. PSUs - For the NEOs, the Committee uses PSUs that cliff vest after three years if performance targets are achieved. PSUs tie vesting of a portion of stock-based compensation to performance goals, and the three-year performance period for awards of PSUs reinforces the company’s long-term focus and matches the period after which stock option awards are fully vested and exercisable. If performance hurdles are achieved and an award of PSUs vests, the award is paid in shares of common stock, one share for each PSU. For PSUs, the Committee expects to set targets that it considers achievable, but that require some stretch, based on market conditions and the current insurance industry environment at the time of grant. Since November 2008, the performance objective for PSUs has been three-year total shareholder return relative to the companies in the peer group. The Committee selected this measure because total shareholder return combines share price appreciation and dividends paid. It measures the total return achieved for the shareholder and the relative position reflects the market perception of overall performance relative to the peer group. PSUs are subject to recovery under our Policy For The Recovery Of Erroneously Awarded Compensation and other recoupment provisions contained in stock-based compensation plans and grant agreements to enable the company to recover payments under this plan when circumstances warrant. RSUs - For the NEOs, the Committee uses RSUs that ratably vest in thirds over three years. The Committee uses RSUs as a regular component of compensation for the NEOs to place additional emphasis on long-term compensation, aid retention and strengthen the alignment of executive officer and shareholder financial interests. When RSUs vest, the award is paid in shares of common stock, one share for each RSU.

  73. Setting Target Amounts for Stock-Based Awards

    Setting Target Amounts for Stock-Based Awards Target amounts for performance-based stock compensation (nonqualified stock options and PSUs) are set by the Committee as a percentage of the named executive officer’s salary. For 2024, the percentage of salary ranged from 187.5% to 300% based on the NEO’s tier. Assignment to a particular tier was based on level of responsibility. In 2024, Messrs. Spray and Johnston were assigned to the CEO’s tier for which the target level award was 300% of base annual salary. The remaining NEOs were assigned to Tier I for which target level awards were 187.5% of base annual salary. The target dollar amount is then allocated between stock options and PSUs. The number of stock options granted is determined by dividing the target dollar amount by the intrinsic value of the stock option on the date of grant. That intrinsic value represents an estimate of fair value of each stock option granted, based on a modeled future market price of our stock less the exercise price applicable to that stock option. For option grants issued in February 2024, that intrinsic value was $32.94 per share. Assumptions related to that value are disclosed in the footnote that describes share-based associate compensation plans to our financial statements contained in our 2024 Annual Report on Form 10-K. The number of PSUs granted is determined by dividing the target dollar amount by the grant date fair value of the company’s stock, which is determined by the average of the high and low sales price on Nasdaq on the date of grant. For performance-based stock awards granted in February 2024, the target value was allocated 50% to PSUs and 50% to stock options. The following formulas were used to calculate the number of shares underlying the grants of performance-based stock compensation: For nonqualified stock options:

  74. Setting Target Amounts for Stock-Based Awards

    | Base Annual Salary X Tier Target % X Award Allocation % | = | Target # of Shares Underlying Award | | Intrinsic Value of Stock Option on Date of Grant | | |

  75. Setting Target Amounts for Stock-Based Awards

    Similarly, the Committee sets amounts for RSUs as a percentage of the NEO’s salary. In 2024, the Committee used 25% of base annual salary in its calculation of the number of shares underlying grants of RSU awards. The following formula is used to calculate the number of shares underlying each grant of RSUs:

  76. 2024 Stock-Based Grants

    | Name | # Nonqualified Stock Options | # PSUs | # RSUs | | Stephen M. Spray | 47,505 | 14,003 | 2,334 | | Michael J. Sewell | 29,564 | 8,715 | 2,324 | | Steven J. Johnston | 56,812 | 16,747 | 2,792 | | John S. Kellington | 20,615 | 6,077 | 1,621 | | Teresa C. Cracas | 18,771 | 5,533 | 1,476 | | Steven A. Soloria | 16,305 | 4,806 | 1,282 |

  77. Compensation Realized From PSUs Granted in Prior Years

    Compensation Realized From PSUs Granted in Prior Years The company’s three-year TSR for the three-year performance period ended December 31, 2024, was 36.5%, exceeding that metric for three of the nine companies in the peer group and earning payout at the threshold level of 30% of the target number of shares.

  78. Compensation Realized From PSUs Granted in Prior Years

    | Name | Performance Period | Target PSUs (#) | Achievement Level | PSUs Vested (#) | Value of PSUs Vested ($) (1) | | Stephen M. Spray | 2022-2024 | 6,000 | Threshold | 1,800 | 258,660 | | | 2021-2023 | 4,289 | Below Threshold | — | — | | | 2020-2022 | 3,179 | Below Threshold | — | — | | Michael J. Sewell | 2022-2024 | 7,167 | Threshold | 2,151 | 309,099 | | | 2021-2023 | 5,372 | Below Threshold | — | — | | | 2020-2022 | 3,981 | Below Threshold | — | — | | Steven J. Johnston | 2022-2024 | 13,772 | Threshold | 4,132 | 593,768 | | | 2021-2023 | 10,753 | Below Threshold | — | — | | | 2020-2022 | 8,091 | Below Threshold | — | — | | John S. Kellington | 2022-2024 | 4,998 | Threshold | 1,500 | 215,550 | | | 2021-2023 | 3,746 | Below Threshold | — | — | | | 2020-2022 | 2,722 | Below Threshold | — | — | | Teresa C. Cracas | 2022-2024 | 4,550 | Threshold | 1,365 | 196,151 | | | 2021-2023 | 3,411 | Below Threshold | — | — | | | 2020-2022 | 2,503 | Below Threshold | — | — | | Steven A. Soloria(2) | 2022-2024 | — | — | — | — |

  79. Compensation Realized From PSUs Granted in Prior Years

    (1) Based on the closing price on Nasdaq as of the last trading day of the performance period as follows: $143.70 for the performance period ending December 31, 2024 $103.46 for the performance period ending December 31, 2023 $102.39 for the performance period ending December 31, 2022 (2) Mr. Soloria was not an executive officer in 2022 and, therefore, was not eligible for PSUs granted in 2022

  80. Stock-Based Award Grant Practices

    Stock-Based Award Grant Practices In awarding stock options and other forms of stock-based compensation, the Committee follows certain general practices: Timing - Since 2010, the Committee has established its February meeting as the date for granting stock-based compensation to company associates each year. This meeting is purposely scheduled to occur shortly after the company announces its financial results for the preceding quarter and year, and therefore occurs when it does not expect to be in possession of material nonpublic information. The Committee makes its grants of restricted stock to directors under the Directors’ Stock Plan of 2018 at its first regularly scheduled meeting of the year which has historically occurred in the last week of January or the first week of February. The Committee believes the consistency of these practices eliminates concerns over timing. When grants are made at any other time of the year, the Committee ensures that such grants are made outside of any regular trading blackout associated with the company’s disclosure of financial results and when the company is not otherwise in possession of material nonpublic information. In 2024, the Committee did not grant any stock-based compensation during the four business days prior to or the one business day following the filing of a periodic report or the filing or furnishing of a Form 8-K that discloses material, nonpublic information. The Committee did not time the disclosure of material, nonpublic information for the purpose of affecting the value of stock-based compensation grants in 2024. Option Exercise Price - All stock-based compensation is granted at fair market value on the date of grant. Under all stock-based compensation plans, fair market value is defined as the average of the high and low sale price on Nasdaq on the grant date. Unless a future date is specified, the grant date is the date of the Committee meeting at which the grant is made. The Committee does not delegate timing or pricing of these stock-based awards to management.

  81. Defined Contribution Plans

    Defined Contribution Plans The named executive officers can participate in a tax-qualified 401(k) savings plan as well as the Cincinnati Financial Corporation Top Hat Savings Plan, a nonqualified deferred compensation plan for a select group of management or certain highly compensated associates. The company matches contributions to the 401(k) plan made by associates who are not members of the Retirement Plan, including Messrs. Johnston, Sewell, Kellington, and Ms. Cracas up to a maximum of 6% of the associate’s annual cash compensation (salary and annual incentive compensation). The company also matches contributions by Messrs. Johnston, Sewell, Kellington, and Ms. Cracas to the Top Hat Savings Plan of up to 6% of their annual cash compensation that exceeds the maximum recognizable compensation under Section 401(a)(17) of the Internal Revenue Code, which for 2024 was $345,000. For information about the amount of company matching contributions and specific information about the defined contribution plans, see the 2024 Nonqualified Deferred Compensation Plan table and the discussion following, beginning on Page 65. In 2008, the company transitioned away from providing associates with a defined benefit pension plan, instead choosing to assist associates with building savings for retirement by providing a company match of associate contributions to a tax-qualified 401(k) plan. This change was primarily in response to requests from associates who wanted control over their retirement benefit accounts. Participation in the defined benefit pension plan terminated for associates under the age of 40, and they transitioned to the new tax-qualified 401(k) plan with a company matching contribution. None of the NEOs were under age 40 at the time of the transition. Associates age 40 and over as of August 31, 2008, were given a one-time election to remain in the defined benefit pension plan or to leave the plan and participate in the 401(k) plan with a company match. Those associates leaving the pension plan received distributions of their accumulated pension benefit from the defined benefit plan that they could choose to receive in cash, roll over to the company’s 401(k) plan or roll over to an Individual Retirement Account. Messrs. Spray and Soloria elected to remain in the pension plan. Ms. Cracas elected to leave the defined benefit plan in connection with the 2008 transition. Messrs. Johnston, Kellington and Sewell, hired after entry to the pension plan was closed, also participate in the 401(k) plan with the company match.

  82. Annual Compensation Setting Process

    Annual Compensation Setting Process The Committee evaluates and sets compensation for the named executive officers annually. In doing so, it considers: •Its judgment about the effectiveness of the executive compensation program generally; •The effect of any changes to the program; •The result of the most recent shareholder advisory vote to approve executive compensation and feedback about the executive compensation program received from shareholders during annual outreach calls; •The compensation risk assessment conducted by the company’s chief risk officer; •Current and historical compensation and performance data supplied by the CEO for each NEO, excluding himself; •Reports generated through Equilar on the amounts and components of compensation paid to the named executive officers of the companies in the peer group; •Reports generated through Equilar on the financial performance of the companies in the peer group; •Each officer’s individual performance, experience, expertise and functional responsibilities; and •Company performance, both financial and nonfinancial. The Committee meets in February each year to set base annual salaries, grant stock-based and incentive cash compensation awards and consider the payment of any performance-based compensation earned upon satisfaction of performance goals established in prior years’ award grants. The Committee also may meet during the year to set or adjust compensation appropriately if management changes or new executive officers join the company or to consider potential prospective changes to the structure of the executive compensation program.

  83. Benchmarking and Peer Group

    Benchmarking and Peer Group We do not benchmark compensation to ensure compensation for our named executive officers achieves a benchmark at or above the median of our peers. We believe that our NEOs should have the opportunity to earn compensation above the median of our peers when they deliver superior performance. Our approach is to consider competitive compensation practices and relevant factors about executive compensation program structures and award types used by the companies in our peer group to maintain an awareness of pay levels and practices, which as one of many factors considered each year by the Committee may influence appropriate changes to our executive compensation structure and levels over time. This approach provides us with flexibility in maintaining and enhancing our executive officers’ focus, motivation and enthusiasm for our future while controlling overall compensation expense. We believe our levels of compensation are competitively reasonable and appropriate for our business needs and circumstances. We do use the peer group to compare our performance to those companies against whom we compete, regardless of the size of any peer company. We believe that it is important to link performance-based compensation to company performance compared with peers. Accordingly, the primary performance targets for our annual incentive compensation and PSUs are relative targets compared with our peer group. We also believe that linking the level of performance-based awards to a percentage of base annual salary that is paid out according to a predetermined formula based upon achievement of performance goals for all of our executive officers unites the personal financial interests of the executive team, focusing its attention on achievement of performance goals designed to increase shareholder value over the long term. The Committee reviews performance and compensation data of the peer group to gain a sense of whether we are providing generally competitive compensation for our NEOs individually and as a group. For 2024, the nine peer companies were:

  84. Benchmarking and Peer Group

    | The Allstate Corporation CNA Financial Corporation Hanover Insurance Group Inc. Hartford Financial Services Group Inc. Markel Corporation | Selective Insurance Group Inc. The Travelers Companies Inc. United Fire Group Inc. W.R. Berkley Corporation |

  85. Benchmarking and Peer Group

    These nine U.S.-domiciled companies were selected because they generally market their products through the same types of independent insurance agencies that represent our company, and they provide both commercial lines and personal lines of insurance, as we do. We also included companies in the peer group that historically have followed an equity investment strategy similar to ours, or that offer life insurance products or excess and surplus lines coverages. The Committee annually reviews the composition of the peer group and acts to set the peer group for short- and long-term performance-based awards for each performance period. Comparative performance and compensation data reviewed by the Committee suggests that the company’s executive compensation is not excessive as compared with performance and compensation levels of the peer group. As reported by Equilar, total direct compensation of $21,850,948 awarded to our NEOs as a group in 2023, the last year for which peer data is available, was approximately 76% of the average total direct compensation of $28,729,639 awarded by companies in the peer group to their named executive officers as a group in the same year. The following table ranks the company and the nine companies in the peer group according to market capitalization at December 31, 2024, and ranks three-year value creation ratio, three-year total shareholder returns as of December 31, 2024, as reported by Bloomberg LP, and compensation data compiled by Equilar from the 2024 proxy statements filed by the peer group, the most recent year for which such data is available.

  86. Benchmarking and Peer Group

    | Rank | Market Capitalization | Three-Year Value Creation Ratio | Three-Year Total Shareholder Return | Total Direct Compensation (from 2024 Proxy Statements) | | 1 | Travelers | Markel | Allstate | Travelers | | 2 | Allstate | Cincinnati | W.R. Berkley | W.R. Berkley | | 3 | Hartford | Hartford | Hartford | Allstate | | 4 | Cincinnati | Travelers | Travelers | Markel | | 5 | W.R. Berkley | Selective | Markel | Hartford | | 6 | Markel | CNA Financial | CNA | CNA Financial | | 7 | CNA Financial | Allstate | Cincinnati | Cincinnati | | 8 | Selective | W.R. Berkley | United Fire | Hanover | | 9 | Hanover | Hanover | Hanover | Selective | | 10 | United Fire | United Fire | Selective | United Fire |

  87. Compensation Consultants

    Compensation Consultants The Committee does not employ compensation consultants for recommendations concerning executive compensation. Our compensation programs are not complex and, because we do not benchmark compensation to peers, the Committee does not believe it requires the services of a compensation consultant to assist with either administration of current plans or the determination of appropriate levels of compensation. The Committee will continue to monitor our compensation structure to ensure that the compensation it wishes to deliver to the executive team is delivered as appropriate and make program adjustments as it deems appropriate, as it did in 2021 with program changes effective beginning in 2022. The Committee does review and consider peer group performance and compensation data collected from the Equilar service and publicly available proxy statements and Form 10-K filings.

  88. Employment Agreements, Change in Control Provisions and Post-Retirement Benefits

    Employment Agreements, Change in Control Provisions and Post-Retirement Benefits We do not have employment agreements with any of our named executive officers that specify a term of employment or guarantee minimum levels of bonuses or stock-based awards. All of our named executive officers are at-will employees. Our long-standing corporate perspective has been that employment contracts do not provide the company with any significant advantage. We believe our corporate culture, current compensation practices and levels of stock ownership have resulted in stability in our 17-member group of executive officers, who average 25.6 years with the company. Change in control provisions are included in our 2024 and 2016 Stock Compensation Plans and our 2009 Annual Incentive Plan, and those provisions apply to all associates receiving awards under the plans, not just to executive officers. The change in control provisions in these plans contain a “double trigger,” which requires both a change in control event, as defined in the plans, and termination of the associate’s employment due to the change in control within a specified time period. The double trigger ensures that we will become obligated to accelerate vesting of prior awards only if the associate is actually or constructively discharged because of the change in control event. We occasionally provide post-retirement benefits to long-tenured executive officer level associates who provide services to the company after retirement from their executive positions. These post-retirement benefits are intended to compensate the associate for ongoing services associated with maintaining continuity of relationships and providing guidance to their successors and other associates. No post-retirement benefits were paid to former executive officers in 2024.

  89. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  90. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) (4) | Option Awards ($) (3) | Nonequity Incentive Plan Compen- sation ($) | Change in Pension Value and Nonqualified Deferred Compen-sation Earnings ($) (5) | All Other Compen-sation ($) (7)(8) | Total Compen-sation ($) | | Stephen M. Spray President and Chief Executive Officer Cincinnati Financial Corporation | 2024 | 1,061,264 | — | 1,667,532 | 1,573,366 | 4,195,608 | 234,019(6) | 52,411 | 8,784,200 | | | 2023 | 893,786 | — | 1,372,772 | 855,096 | 1,140,111 | 398,237(6) | 48,645 | 4,708,647 | | | 2022 | 784,082 | — | 1,033,715 | 743,498 | 991,401 | —(6) | 50,343 | 3,603,039 | | Michael J. Sewell Chief Financial Officer, Executive Vice President and Treasurer Cincinnati Financial Corporation | 2024 | 1,038,235 | — | 1,130,849 | 979,160 | 2,611,038 | — | 233,804(9) | 5,993,086 | | | 2023 | 995,500 | — | 1,511,422 | 941,511 | 1,255,307 | — | 222,681(9) | 4,926,421 | | | 2022 | 943,156 | — | 1,234,675 | 888,144 | 1,184,251 | — | 230,382(9) | 4,480,608 | | Steven J. Johnston Executive Chairman of the Board and former Chief Executive Officer Cincinnati Financial Corporation | 2024 | 753,716 | — | 1,994,070 | 1,881,613 | 5,017,594 | — | 237,727 | 9,884,720 | | | 2023 | 1,195,649 | — | 2,730,976 | 1,809,258 | 2,412,305 | — | 233,323 | 8,381,511 | | | 2022 | 1,132,781 | — | 2,208,212 | 1,706,714 | 2,275,759 | — | 273,044 | 7,596,511 | | John S. Kellington Chief Information Officer and Executive Vice President The Cincinnati Insurance Company | 2024 | 723,961 | — | 789,051 | 682,769 | 1,820,674 | — | 123,218 | 4,139,673 | | | 2023 | 694,161 | — | 1,054,377 | 656,505 | 875,324 | — | 117,272 | 3,397,639 | | | 2022 | 657,662 | — | 861,273 | 619,305 | 825,777 | — | 124,229 | 3,088,246 | | Teresa C. Cracas Chief Risk Officer and Executive Vice President The Cincinnati Insurance Company | 2024 | 659,192 | — | 718,563 | 621,696 | 1,657,789 | — | 140,997 | 3,798,237 | | | 2023 | 632,059 | — | 960,083 | 597,761 | 797,014 | — | 125,175 | 3,112,092 | | | 2022 | 598,825 | — | 784,218 | 563,900 | 751,900 | — | 135,274 | 2,834,117 | | Steven A. Soloria Chief Investment Officer and Executive Vice President Cincinnati Financial Corporation | 2024 | 561,231 | — | 624,340 | 540,022 | 1,440,000 | 146,700(6) | 49,491 | 3,361,784 |

  91. 2024 Summary Compensation Table

    (1) Since 2010, the Committee has eliminated discretionary cash bonuses as a regular component of compensation for the named executive officers. (2) Amounts shown in the Stock Awards column reflect values for grants of PSUs, RSUs and Holiday Stock awards. Amounts for PSUs reflect the full grant date fair values in accordance with FASB ASC 718 and are computed using a Monte Carlo valuation on the date of grant. Amounts for RSUs reflect the full grant date fair value in accordance with FASB ASC 718. These amounts do not represent the actual value, if any, that may be realized in the future by the named executive officers. For assumptions used in determining the values for awards of PSUs and RSUs, see our 2024 Annual Report on Form 10-K, Part II, Item 8, Note 17, Page 173. Awards under the Holiday Stock Plan are valued at fair market value on the date of grant. The per share fair market values were $150.73, $101.07, and $98.65, for the grant dates of November 15, 2024, November 17, 2023, and November 4, 2022, respectively. (3) Amounts in the Option Awards column reflect the value of awards for grants of nonqualified stock options and reflect the full grant date fair values in accordance with FASB ASC 718. These amounts do not represent the actual value, if any, that may be realized in the future by the named executive officers. For assumptions used in calculation of option awards, see our 2024 Annual Report on Form 10-K, Part II, Item 8, Note 17, Page 173. (4) Maximum values of PSUs granted in 2024 are: $2,836,728 for Mr. Spray; $1,765,485 for Mr. Sewell; $3,392,607 for Mr. Johnston;$1,231,079 for Mr. Kellington; $1,120,875 for Ms. Cracas, and $973,599 for Mr. Soloria. Maximum values of PSUs granted in 2023 are: $2,308,590 for Mr. Spray; $2,541,822 for Mr. Sewell; $4,884,651 for Mr. Johnston;$1,772,631 for Mr. Kellington; and $1,613,979 for Ms. Cracas. Maximum values of PSUs granted in 2022 are: $1,686,000 for Mr. Spray; $2,013,927 for Mr. Sewell; $3,869,932 for Mr. Johnston;$1,404,438 for Mr. Kellington; and $1,278,550 for Ms. Cracas. (5) No above-market or preferential earnings were paid on deferred compensation. The amounts shown in this column represent the aggregate change in actuarial present value of accumulated pension benefits for those named executive officers participating in the company’s Retirement Plan and SERP for each of the years presented, using the same pension plan measurement date and assumptions used for financial reporting purposes. In addition to one year of service credit under the Retirement Plan and the SERP for Messrs. Spray and Soloria, the changes in plan balance are primarily due to fluctuations in the applicable interest rate and discount rate used to actuarially calculate the accumulated benefit in each plan. (6) For Mr. Spray, in 2024, an increase of $29,043 in the Retirement Plan and an increase of $204,978 in the SERP; in 2023, an increase of $118,456 in the Retirement Plan and an increase of $279,781 in the SERP; and in 2022, a decrease of $176,646 in the Retirement Plan and a decrease of $57,534 in the SERP. For Mr. Soloria, in 2024, an increase of $57,142 in the Retirement Plan and an increase of $89,559 in the SERP (7) For Mr. Spray, includes perquisites in the aggregate amount of $50,963, which includes $25,257 for employer paid health care premiums;$17,523 for the incremental additional cost of spouse travel and meals for business events to which spouses are invited; premiums paid for a personal umbrella liability policy; executive tax services; personal use of a company car; a safe driver award; and dining room discounts available to all associates. For Mr. Sewell, includes perquisites in the aggregate amount of $50,191 which includes $29,596 for employer paid health care premiums; $9,806 for the incremental additional cost of spouse travel and meals for business events to which spouses are invited; premiums paid for a personal umbrella liability policy; executive tax services; personal use of a company car; a safe driver award; an executive health examination; and dining room discounts available to all associates. For Mr. Johnston, includes perquisites in the aggregate amount of $45,441, which includes $20,919 for employer paid health care premiums; $15,138 for the incremental additional cost of spouse travel and meals for business events to which spouses are invited; $5,217 for personal use of a company car; premiums paid for a personal umbrella liability policy; a safe driver award, an executive health examination; and dining room discounts available to all associates. For Mr. Kellington, includes perquisites in the aggregate amount of $26,060 which includes $20,919 for employer paid health care premiums; $2,797 in premiums paid for a personal umbrella liability insurance policy; personal use of a company car; safe driver award; an executive health examination; and dining room discounts available to all associates. For Ms. Cracas, includes perquisites in the aggregate amount of $52,553, which includes $29,596 for employer paid health care premiums; $9,994 for the incremental additional cost of spouse travel and meals for business events to which spouses are invited; $5,518 for personal use of a company car; premiums paid for a personal umbrella liability policy; executive tax services; a safe driver award; an executive health examination; and dining room discounts available to all associates. For Mr. Soloria, includes perquisites in the aggregate amount of $48,131, which includes $29,596 for employer paid health care premiums; $10,025 for the incremental additional cost of spouse travel and meals for business events to which spouses are invited, premiums paid for a personal umbrella policy; executive tax services; personal use of a company car; safe driver award; and dining room discounts available to all associates. (8) Includes matching contributions to the company’s 401(k) and Top Hat Savings Plans in the amounts of $189,961 for Mr. Johnston; $137,613 for Mr. Sewell; $95,957 for Mr. Kellington; and $87,372 for Ms. Cracas. (9) Includes $44,081 for the annual distribution under the deferred compensation agreement between the company and Mr. Sewell in connection with his hiring in 2011 to approximate the value of retirement benefits forfeited at his former employer. Total compensation for 2024 shown in the Summary Compensation Table, excluding attributions of compensation related to retirement plans, increased from 2023 levels primarily because of higher payouts of annual incentive compensation; at the maximum level of 200% of target for 2024 compared with the target level of 100% of target for 2023. Total compensation for 2023 shown in the Summary Compensation Table, excluding attributions of compensation related to retirement plans, generally increased from 2022 levels because of increases to base annual salaries effective in March 2023, and corresponding increases in the reported values of stock and incentive cash based awards that are tied to a percentage of the NEO's salary. Amounts shown in the Salary column do not exactly match the base annual salaries set by the Committee for the year because of the timing of adjustments to base annual salary made in the respective years. The history of changes to base annual salaries for the NEOs for the reported years is set forth below: In May 2024, the Committee adjusted base annual salaries to $500,000 for Mr. Johnston and $1,100,000 for Mr. Spray. In February 2024, the Committee adjusted base annual salaries to $1,254,399 for Mr. Johnston; to $1,044,415 for Mr. Sewell; to $1,048,902 for Mr. Spray; to $728,270 for Mr. Kellington; to $663,116 for Ms. Cracas; and to $576,000 for Mr. Soloria. In February 2023, the Committee adjusted base annual salaries to $1,206,152 for Mr. Johnston; to $1,004,245 for Mr. Sewell; to $912,089 for Mr. Spray; $700,259 for Mr. Kellington; and to $637,611 for Ms. Cracas.

  92. 2024 Summary Compensation Table

    In February 2022, the Committee adjusted base annual salaries to $1,137,800 for Mr. Johnston; to $947,401 for Mr. Sewell; to $793,121 for Mr. Spray; to $660,622 for Mr. Kellington; and to $601,520 for Ms. Cracas. Amounts shown in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table represent the annual incremental changes in the present values of benefits under the company’s defined benefit and SERP plans. Changes in the balances of the Top Hat accounts of named executive officers due to their contributions, company matching contributions, if any, and investment performance during the year are included in the All Other Compensation column of the Summary Compensation Table. For information about these plans, see Retirement Benefits, Page 48.

  93. 2024 Grant of Plan-Based Awards (1)

    2024 Grant of Plan-Based Awards (1)

  94. 2024 Grant of Plan-Based Awards (1)

    | Name | Grant Date | Estimated Possible Payouts Under Nonequity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (2) | All Other Option Awards: Number of Securities Under-lying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | (#) | ($/Sh) | ($) | | Mr. Spray | 2/19/2024** | | | | | | | | 47,505 | 112.36 | 1,573,366 | | | 2/19/2024* | 629,341 | 2,097,804 | 4,195,608 | | | | | | | | | | 2/19/2024** | | | | 4,201 | 14,003 | 28,006 | | | | 1,418,364 | | | 2/19/2024** | | | | | | | 2,334 | | | 247,661 | | | 11/15/2024*** | | | | | | | 10 | | | 1,507 | | Mr. Sewell | 2/19/2024** | | | | | | | | 29,564 | 112.36 | 979,160 | | | 2/19/2024* | 391,656 | 1,305,519 | 2,611,038 | | | | | | | | | | 2/19/2024** | | | | 2,615 | 8,715 | 17,430 | | | | 882,742 | | | 2/19/2024** | | | | | | | 2,324 | | | 246,600 | | | 11/15/2024*** | | | | | | | 10 | | | 1,507 | | Mr. Johnston | 2/19/2024** | | | | | | | | 56,812 | 112.36 | 1,881,613 | | | 2/19/2024* | 752,639 | 2,508,797 | 5,017,594 | | | | | | | | | | 2/19/2024** | | | | 5,025 | 16,747 | 33,494 | | | | 1,696,304 | | | 2/19/2024** | | | | | | | 2,792 | | | 296,259 | | | 11/15/2024*** | | | | | | | 10 | | | 1,507 | | Mr. Kellington | 2/19/2024** | | | | | | | | 20,615 | 112.36 | 682,769 | | | 2/19/2024* | 273,101 | 910,337 | 1,820,674 | | | | | | | | | | 2/19/2024** | | | | 1,824 | 6,077 | 12,154 | | | | 615,539 | | | 2/19/2024** | | | | | | | 1,621 | | | 172,004 | | | 11/15/2024*** | | | | | | | 10 | | | 1,507 | | Ms. Cracas | 2/19/2024** | | | | | | | | 18,771 | 112.36 | 621,696 | | | 2/19/2024* | 248,668 | 828,895 | 1,657,790 | | | | | | | | | | 2/19/2024** | | | | 1,660 | 5,533 | 11,066 | | | | 560,438 | | | 2/19/2024** | | | | | | | 1,476 | | | 156,618 | | | 11/15/2024*** | | | | | | | 10 | | | 1,507 | | Mr. Soloria | 2/19/2024** | | | | | | | | 16,305 | 112.36 | 540,022 | | | 2/19/2024* | 216,000 | 720,000 | 1,440,000 | | | | | | | | | | 2/19/2024** | | | | 1,442 | 4,806 | 9,612 | | | | 486,800 | | | 2/19/2024** | | | | | | | 1,282 | | | 136,033 | | | 11/15/2024*** | | | | | | | 10 | | | 1,507 |

  95. 2024 Grant of Plan-Based Awards (1)

    * Cincinnati Financial Corporation 2009 Incentive Compensation Plan ** Cincinnati Financial Corporation 2016 Stock Compensation Plan *** Holiday Stock Plan. See Long-Term Stock-Based Compensation, Page 44, for information about awards of shares under the Holiday Stock Plan. (1) No material modifications or repricing occurred with respect to any outstanding option or other stock-based award in 2024. (2) The grant date fair value of shares awarded under the Holiday Stock Plan is 100% of the average of the high and low sales price on Nasdaq on the date of grant, which was $150.73 on November 15, 2024.

  96. Outstanding Equity Awards at 2024 Year End

    Outstanding Equity Awards at 2024 Year End

  97. Outstanding Equity Awards at 2024 Year End

    | | Option Awards (1) | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Mr. Spray | 2,614 | — | | 61.47 | 2/12/2026 | | | | | | | 17,131 | — | | 70.70 | 2/10/2027 | | | | | | | 19,539 | — | | 71.19 | 2/9/2028 | | | | | | | 25,358 | — | | 85.67 | 2/21/2029 | | | | | | | 22,795 | — | | 111.53 | 2/21/2030 | | | | | | | 21,135 | — | | 96.32 | 2/22/2031 | | | | | | | 16,407 | 8,204 | | 123.94 | 2/21/2032 | | | | | | | | | | | | | | 6,000 | 862,200 | | | | | | | | 533 | 76,592 | | | | | 7,458 | 14,915 | | 125.57 | 2/20/2033 | | | | | | | | | | | | | | 6,810 | 978,597 | | | | | | | | 1,211 | 174,021 | | | | | — | 47,505 | | 112.36 | 2/19/2034 | | | | | | | | | | | | | | 14,003 | 2,012,231 | | | | | | | | 2,334 | 335,396 | | | | Mr. Sewell | 6,247 | — | | 61.47 | 2/12/2026 | | | | | | | 36,909 | — | | 70.70 | 2/10/2027 | | | | | | | 41,700 | — | | 71.19 | 2/9/2028 | | | | | | | 35,768 | — | | 85.67 | 2/21/2029 | | | | | | | 28,551 | — | | 111.53 | 2/21/2030 | | | | | | | 26,471 | — | | 96.32 | 2/22/2031 | | | | | | | 19,599 | 9,800 | | 123.94 | 2/21/2032 | | | | | | | | | | | | | | 7,167 | 1,029,898 | | | | | | | | 637 | 91,537 | | | | | 8,211 | 16,423 | | 125.57 | 2/20/2033 | | | | | | | | | | | | | | 7,498 | 1,077,463 | | | | | | | | 1,333 | 191,552 | | | | | — | 29,564 | | 112.36 | 2/19/2034 | | | | | | | | | | | | | | 8,715 | 1,252,346 | | | | | | | | 2,324 | 333,959 | | |

  98. Outstanding Equity Awards at 2024 Year End

    | | Option Awards (1) | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Mr. Johnston | 11,768 | — | | 61.47 | 2/12/2026 | | | | | | | 76,484 | — | | 70.70 | 2/10/2027 | | | | | | | 84,765 | — | | 71.19 | 2/9/2028 | | | | | | | 72,706 | — | | 85.67 | 2/21/2029 | | | | | | | 58,031 | — | | 111.53 | 2/21/2030 | | | | | | | 52,988 | — | | 96.32 | 2/22/2031 | | | | | | | 37,663 | 18,832 | | 123.94 | 2/21/2032 | | | | | | | | | | | | | | 13,772 | 1,979,036 | | | | | | | | 765 | 109,931 | | | | | 15,779 | 31,559 | | 125.57 | 2/20/2033 | | | | | | | | | | | | | | 14,409 | 2,070,573 | | | | | | | | 1,601 | 230,064 | | | | | — | 56,812 | | 112.36 | 2/19/2034 | | | | | | | | | | | | | | 16,747 | 2,406,544 | | | | | | | | 2,792 | 401,210 | | | | Mr. Kellington | 4,205 | — | | 61.47 | 2/12/2026 | | | | | | | 24,921 | — | | 70.70 | 2/10/2027 | | | | | | | 28,156 | — | | 71.19 | 2/9/2028 | | | | | | | 24,221 | — | | 85.67 | 2/21/2029 | | | | | | | 19,522 | — | | 111.53 | 2/21/2030 | | | | | | | 18,458 | — | | 96.32 | 2/22/2031 | | | | | | | 13,667 | 6,833 | | 123.94 | 2/21/2032 | | | | | | | | | | | | | | 4,998 | 718,213 | | | | | | | | 444 | 63,803 | | | | | 5,726 | 11,451 | | 125.57 | 2/20/2033 | | | | | | | | | | | | | | 5,229 | 751,407 | | | | | | | | 930 | 133,641 | | | | | — | 20,615 | | 112.36 | 2/19/2034 | | | | | | | | | | | | | | 6,077 | 873,265 | | | | | | | | 1,621 | 232,938 | | |

  99. Outstanding Equity Awards at 2024 Year End

    | | Option Awards (1) | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ms. Cracas | 15,386 | — | | 70.70 | 2/10/2027 | | | | | | | 18,542 | — | | 71.19 | 2/9/2028 | | | | | | | 22,059 | — | | 85.67 | 2/21/2029 | | | | | | | 17,948 | — | | 111.53 | 2/21/2030 | | | | | | | 16,807 | — | | 96.32 | 2/22/2031 | | | | | | | 12,444 | 6,222 | | 123.94 | 2/21/2032 | | | | | | | | | | | | | | 4,550 | 653,835 | | | | | | | | 405 | 58,199 | | | | | 5,213 | 10,427 | | 125.57 | 2/20/2033 | | | | | | | | | | | | | | 4,761 | 684,156 | | | | | | | | 847 | 121,714 | | | | | — | 18,771 | | 112.36 | 2/19/2034 | | | | | | | | | | | | | | 5,533 | 795,092 | | | | | | | | 1,476 | 212,101 | | | | Mr. Soloria | 774 | — | | 85.67 | 2/21/2029 | | | | | | | 522 | — | | 111.53 | 2/21/2030 | | | | | | | 486 | — | | 96.32 | 2/22/2031 | | | | | | | 252 | 126 | | 123.94 | 2/21/2032 | | | | | | | | | | | | 240 | 34,488 | | | | | 3,925 | 7,849 | | 125.57 | 2/20/2033 | | | | | | | | | | | | | | 3,584 | 515,021 | | | | | | | | 637 | 91,537 | | | | | — | 16,305 | | 112.36 | 2/19/2034 | | | | | | | | | | | | | | 4,806 | 690,622 | | | | | | | | 1,282 | 184,223 | | |

  100. Outstanding Equity Awards at 2024 Year End

    (1)One-third of each option award vests and becomes exercisable on the first, second and third anniversaries of the grant, provided the associate remains continuously employed with the company or its subsidiaries. The vesting date of each option is listed in the table below:

  101. Outstanding Equity Awards at 2024 Year End

    | Grant Date | Vesting Dates | | | Expiration Date | | 2/13/2015 | 2/13/2016 | 2/13/2017 | 2/13/2018 | 2/13/2025 | | 2/12/2016 | 2/12/2017 | 2/12/2018 | 2/12/2019 | 2/12/2026 | | 2/10/2017 | 2/10/2018 | 2/10/2019 | 2/10/2020 | 2/10/2027 | | 2/9/2018 | 2/9/2019 | 2/9/2020 | 2/9/2021 | 2/9/2028 | | 2/21/2019 | 2/21/2020 | 2/21/2021 | 2/21/2022 | 2/21/2029 | | 2/21/2020 | 2/21/2021 | 2/21/2022 | 2/21/2023 | 2/21/2030 | | 2/22/2021 | 2/22/2022 | 2/22/2023 | 2/22/2024 | 2/22/2031 | | 2/21/2022 | 2/21/2023 | 2/21/2024 | 2/21/2025 | 2/21/2032 | | 2/20/2023 | 2/20/2024 | 2/20/2025 | 2/20/2026 | 2/20/2033 | | 2/19/2024 | 2/19/2025 | 2/19/2026 | 2/19/2027 | 2/19/2034 |

  102. Outstanding Equity Awards at 2024 Year End

    (2) One-third of the RSUs granted on February 21, 2022, vested on March 1, 2023, another third vested on March 1, 2024, and the final third vested on March 1, 2025. PSUs granted on February 21, 2022, vested on March 1, 2025 and were paid out at 30% of target. (3) One-third of the RSUs granted on February 20, 2023 vested on March 1, 2024, another third vested on March 1, 2025, and the final third is scheduled to vest on March 1, 2026. PSUs granted on February 20, 2023, are scheduled to vest on March 1, 2026, if company-level performance targets are achieved. (4) One-third of the RSUs granted on February 19, 2024 vested on March 1, 2025, another third vested on March 1, 2025, and the final third is scheduled to vest on March 1, 2027. PSUs granted on February 19, 2024, are scheduled to vest on March 1, 2027, if company-level performance targets are achieved.

  103. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested

  104. 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mr. Spray | 2,986 | 236,790 | 1,775 | 201,214 | | Mr. Sewell | 7,205 | 571,357 | 2,101 | 238,169 | | Mr. Johnston | 13,573 | 1,235,143 | 2,523 | 286,007 | | Mr. Kellington | — | — | 1,465 | 166,072 | | Ms. Cracas | — | — | 1,332 | 150,996 | | Mr. Soloria | 831 | 38,799 | 679 | 75,578 |

  105. 2024 Pension Benefits

    2024 Pension Benefits

  106. 2024 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (1) | Payments During Last Fiscal year | | Mr. Spray | Qualified Pension Plan | 34 | 903,233 | | | | Supplemental Retirement Plan | 34 | 1,398,168 | | | Mr. Sewell (2) | Qualified Pension Plan | n/a | — | | | | Supplemental Retirement Plan | n/a | — | | | Mr. Johnston (2) | Qualified Pension Plan | n/a | — | | | | Supplemental Retirement Plan | n/a | — | | | Mr. Kellington (2) | Qualified Pension Plan | n/a | — | | | | Supplemental Retirement Plan | n/a | — | | | Ms. Cracas (3) | Qualified Pension Plan | n/a | — | | | | Supplemental Retirement Plan | n/a | — | | | Mr. Soloria | Qualified Pension Plan | 34 | 829,703 | | | | Supplemental Retirement Plan | 34 | 146,359 | |

  107. 2024 Pension Benefits

    (1) Amounts listed in the “Present Value of Accumulated Benefit” column were calculated as of December 31, 2024, using the same actuarial assumptions used by the company for GAAP financial reporting purposes and assuming that benefits commence at age 65. The assumptions include a discount rate of 5.68% in the Qualified Pension Plan and 5.66% in the SERP. The lump sum assumption methodology has been refined to now include a yield curve which relies on bond data collected as of December 31, 2024, and would indicate a single equivalent rate of 5.75% for a benchmark plan. (2) Messrs. Johnston, Kellington and Sewell joined the company after entry into the qualified pension plan was closed. (3) Ms. Cracas elected to leave the retirement plans in 2008 in connection with changes to the plans. Tax-qualified defined benefit pension plan - The Cincinnati Financial Corporation Retirement Plan (Retirement Plan) is a tax-qualified defined benefit pension plan available to all full-time associates ages 40 and over on August 31, 2008, who elected to remain in the plan effective September 1, 2008. Members who were actively employed by the company on June 30, 2008, became fully vested in their accrued benefit. The Retirement Plan is closed to new members. Members of the Retirement Plan earn one year of service for each calendar year in which they work at least 1,000 hours. Members also earn service for time that they are paid, or entitled to be paid, but do not actually work. These times include vacation, holidays, illness, military duty and some periods of disability. Generally, the maximum amount of service that may be earned under the Retirement Plan is 40 years. There are no deductions for Social Security or other offset amounts. The Retirement Plan defines earnings for any given plan year as the base rate of salary in effect on the last day of the plan year, subject to the maximum recognizable compensation under Section 401(a)(17) of the Internal Revenue Code. Bonuses, stock-based awards and other forms of compensation do not contribute to earnings under the Retirement Plan. Normal retirement age as defined in the Retirement Plan is age 65. The normal retirement pension is computed as a single life annuity. The normal monthly benefit payment is the greater of the following two calculated amounts: The first calculated amount is the sum of: 1.0.45% of the member’s average monthly earnings plus 1.35% of the member’s average monthly earnings up to $2,916.67; multiplied by years of service up to 15 years, plus 2.0.60% of the member's average monthly earnings plus 1.8% of the member’s average monthly earnings up to $2,916.67; multiplied by years of service between 16 and 40. The second calculated amount is the sum of: 1.0.9% of the member’s final average earnings; multiplied by years of service up to 15 years, plus 2.1.2% of the member’s final average earnings; multiplied by years of service between 16 and 40. The normal form of benefit payment under the terms of the Retirement Plan is a single life annuity for unmarried members and a joint and 50% survivor annuity for married members. The plan permits members to elect to receive payment of benefits in the following forms: •Single life only •Single life only with 60-month or 120-month guarantee •Joint and 50% contingent annuity •Joint and 66.67% contingent annuity •Joint and 75% contingent annuity •Joint and 100% contingent annuity •Lump sum Alternative forms of benefit payment are offered to provide plan members some flexibility in retirement income and estate planning by giving them the option of electing monthly benefits with or without a survivor’s benefit. Generally, the single life annuity alternative provides the largest monthly benefit but does not provide a survivor’s benefit. All other payment forms are the actuarial equivalent of a single life annuity. Alternatives other than the single life annuity provide slightly lower monthly benefits to the plan member, depending on such factors as presence of survivor’s benefit, the member’s age and any contingent annuitant’s age. The lump sum payment permits plan members to roll the present value of their benefit into an Individual Retirement Account and defer income taxes until the member withdraws funds from that account. Supplemental retirement plan - The second retirement plan in which some named executive officers participate is the SERP. The SERP is unfunded and subject to forfeiture in the event of bankruptcy. The SERP is a nontax-qualified defined benefit plan maintained by the company to pay eligible associates the difference between the amount payable under the tax-qualified defined benefit plan and the amount they would have received without the tax-qualified plan’s limit due to Section 401(a)(17) and Section 415 of the Internal Revenue Code. Accordingly, the SERP definitions for service, normal retirement age and annual earnings are the same as those for the Retirement Plan except the SERP’s definition of annual earnings is not limited. The normal retirement benefit under the SERP for the participating named executive officers will be equal to the excess of the member’s monthly benefit under the Retirement Plan as of the member’s retirement date, without regard to the limit on earnings under Section 401(a)(17) of the Internal Revenue Code and without regard to any limit on benefits under Section 415 of the Internal Revenue Code. The pension benefit under the SERP is payable only in the form of a single lump sum. Both retirement plans permit early retirement, provided the member has at least five years of service. Benefits for early retirement are calculated by adjusting for life expectancy and reducing the benefit payable at age 65 by 0.5% per month for each month prior to age 65 that the member elects to begin receiving pension benefits. For example, a member who elects to retire at age 60 would receive 70% (60 months X 0.5% = 30% reduction) of the life-expectancy adjusted benefit payable at age 65. Actuarial work related to both the Retirement Plan and SERP is performed by Willis Towers Watson, which provides human resource strategy, design and management; actuarial and management consulting to the financial services industry; and insurance intermediary services. The Committee engaged Willis Towers Watson to provide actuarial and consultative services related to the design of the company’s retirement and employee benefit plans.

  108. 2024 Nonqualified Deferred Compensation Plan (1) (2)

    2024 Nonqualified Deferred Compensation Plan (1) (2)

  109. 2024 Nonqualified Deferred Compensation Plan (1) (2)

    | Name | Aggregate Balance at 2023 Year-End | Executive Contributions in 2024 | Registrant Contributions in 2024 | Aggregate Earnings in 2024 | Aggregate Balance at 2024 Year-End | | | ($) | ($) (3) | ($) (4) | ($) | ($) (5) | | Mr. Spray | — | — | — | — | — | | Mr. Sewell | 8,492,602 | 301,335 | 116,913 | 1,979,693 | 10,890,543 | | Mr. Johnston | 17,551,050 | 189,961 | 169,261 | 7,563,335 | 25,473,607 | | Mr. Kellington | 2,759,286 | 203,695 | 75,257 | 409,217 | 3,447,455 | | Ms. Cracas | 2,291,379 | 277,252 | 66,672 | 397,591 | 3,032,894 | | Mr. Soloria | — | — | — | — | — |

  110. 2024 Nonqualified Deferred Compensation Plan (1) (2)

    (1) Prior to 2009 the company did not contribute to the Top Hat Savings Plan. (2) No withdrawals or distributions occurred in 2024. (3) The named executive officers’ contributions shown in this column are also reported in the Summary Compensation Table in the Salary column, and included in the amounts shown for total compensation. (4) The amounts shown in this column reflect the company’s match of the eligible named executive officer’s contributions, up to 6% of the portion of their cash compensation that exceeds $345,000 and is reported in the All Other Compensation column of the Summary Compensation Table. (5) Of the amounts shown in this column, $0; 3,471,140; $8,157,206; $778,499; $517,181; and $0 for Messrs. Spray; Sewell; Johnston; Kellington; Ms. Cracas; and Mr. Soloria; respectively, were reported in the Summary Compensation Table in prior years. Defined contribution plans - The company sponsors a tax-qualified 401(k) savings plan for all associates as well as the Cincinnati Financial Corporation Top Hat Savings Plan, a deferred compensation plan for a select group of management or certain highly compensated associates. Fidelity Management Trust Company is the third-party administrator of the company’s defined contribution plans. The company made no cash contributions to the 401(k) or Top Hat plans until September 2008. In connection with Retirement Plan changes effective September 1, 2008, the company began to match contributions to the 401(k) plan made by associates who are not members of the Retirement Plan, up to a maximum of 6% of the associate’s annual cash compensation (salary and annual incentive compensation award). Participants in the Top Hat Savings Plan do not receive a matching contribution from the company unless their compensation level exceeds the maximum recognizable compensation under Section 401(a)(17) of the Internal Revenue Code, which was $345,000 for 2024. Contributions made by associates immediately vest, while company matching contributions vest after three years of service. Messrs. Johnston, Sewell, Kellington and Ms. Cracas participate in these defined contribution plans and receive company matches of contributions made in each up to the 6% maximum. Messrs. Spray and Soloria have not participated in the defined contribution plans. Compensation payable to the named executive officers may be deferred pursuant to the Top Hat Savings Plan. Under the Top Hat Savings Plan, highly compensated individuals as defined by the plan, including the named executive officers, may elect to defer a percentage of salary, any discretionary bonus and any annual incentive compensation, less the required withholding. Deferral elections are made before the plan year for which compensation is to be deferred and are effective for the entire year. These elections generally may not be modified or terminated for that year. Compensation deferred by the named executive officer is credited to the individual’s deferred compensation account maintained by the company. Beginning in 2008, in connection with the company’s redesign of our retirement benefit plans, we amended the Top Hat Savings Plan to eliminate the prior cap on the amount of salary that may be deferred and to permit company matching contributions for certain officers who have contributed to and received the maximum company match allowable in their 401(k) accounts, yet due to tax law limitations, are unable to receive a matching contribution for the compensation that exceeds the limit imposed on tax-qualified 401(k) plans. We do not otherwise contribute to or match contributions to this plan. Participants are prohibited from borrowing or pledging amounts credited to their accounts. Under the defined contribution plans, individuals choose one or more of several specified investment alternatives, including an alternative for Cincinnati Financial Corporation common stock. Earnings credited to the participant’s account are calculated based on the performance of the applicable investment choice(s) selected by the participant. We do not guarantee any level of return on contributions to the Top Hat Savings Plan. Distributions from the Top Hat Savings Plan are made as soon as legally and administratively feasible after retirement, other separation from service or death, or pursuant to a qualified domestic relations order. Distributions to the named executive officers due to retirement or other separation of service are not permitted until the earlier of 180 days after employment terminates or death. Other than distributions pursuant to qualified domestic relations orders, distributions are made in the form of either a single lump-sum payment or monthly installments of not less than 12 months or more than 120 months, depending upon the participant’s prior election. To the extent that a participant chooses to have earnings credited based on the Cincinnati Financial Corporation common stock election, the participant may choose to receive any benefit payments in the form of stock. All other distributions are made in cash.

  111. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control We do not have employment contracts or severance plans applicable to any of our named executive officers. Assuming a termination of employment on December 31, 2024, amounts the named executive officer would receive are governed by the terms of our qualified and nonqualified defined benefit and defined contribution plans, our various stock compensation plans and the 2009 Annual Incentive Plan. Generally, upon termination of employment for any reason, the named executive officer would be entitled to receive the balance of the Top Hat Savings Plan account disclosed in the Aggregated Balance at 2024 Year-End column of the 2024 Nonqualified Deferred Compensation Plan table. Additionally, individual named executive officers would be entitled to receive the amounts set forth in the table below, depending on age and the nature of the termination.

  112. Potential Payments Upon Termination

    Potential Payments Upon Termination

  113. Potential Payments Upon Termination

    | Name | Top Hat Savings Plan | Retirement Plan | SERP | Stock-Based Awards | | | Annual Incentive Compensation | | | | | | | | Retirement | Retirement with Disability | Change in Control | Retirement | Retirement with Disability | Change in Control | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Mr. Spray(2) | — | 930,945 | 1,439,193 | — | 7,315,477 | 7,315,477 | — | 5,017,594 | 5,017,594 | | Mr. Sewell(1) | 10,890,543 | — | — | — | 6,487,388 | 6,487,388 | — | 2,611,038 | 2,611,038 | | Mr. Johnston(1) | 25,473,607 | — | — | 10,744,469 | 11,820,782 | 11,820,782 | — | 5,017,594 | 5,017,594 | | Mr. Kellington(1) | 3,447,455 | — | — | — | 4,523,902 | 4,523,902 | — | 1,820,674 | 1,820,674 | | Ms. Cracas(3) | 3,032,894 | — | — | 3,549,938 | 4,118,990 | 4,118,990 | 1,657,789 | 1,657,789 | 1,657,789 | | Mr. Soloria(2) | — | 855,000 | 150,621 | — | 2,448,581 | 2,448,581 | — | 1,440,000 | 1,440,000 |

  114. Potential Payments Upon Termination

    (1) Messrs. Johnston, Sewell and Kellington were hired after entry into the defined benefit pension plan was closed and, therefore, were never members of the pension plan or the SERP. If any retired due to a disability or terminated employment because of change of control, he would receive accelerated vesting of certain outstanding stock-based awards under the 2012 and 2016 Stock Compensation Plans and outstanding annual incentive compensation awards at levels determined by company performance. The amounts shown for Messrs. Johnston, Sewell and Kellington include the maximum and threshold values for annual incentive compensation and performance-based stock awards, respectively, for performance periods ending December 31, 2024, and target levels for performance-based stock awards with performance periods ending after December 31, 2024. For any other termination of employment, Mr. Johnston would receive accelerated vesting of such awards because he has attained age 65 and would satisfy the definition of normal retirement, but Messrs. Sewell and Kellington would not receive accelerated vesting because they have not attained age 65 and have not been employed with the company for 35 years. (2) Messrs. Spray and Soloria are participants in the Retirement Plan and the SERP. If either retired due to a disability or terminated employment because of a change of control, he would receive accelerated vesting at target levels of outstanding stock-based awards under the 2012 and 2016 Stock Compensation Plans and outstanding awards of annual incentive compensation under the 2009 Annual Incentive Plan. The amounts shown for Messrs. Spray and Soloria include the maximum and threshold values for annual incentive compensation and performance-based stock awards, respectively, for performance periods ending December 31, 2024, and target levels for performance-based stock awards with performance periods ending after December 31, 2024. For any other termination of employment, Messrs. Spray and Soloria would not receive accelerated vesting of such awards because they have not attained age 65 and have not been employed with the company for 35 years. (3) Ms. Cracas elected to leave the defined benefit plan in 2008, in connection with the company’s restructuring of its retirement benefits. If she retired due to a disability or terminated employment because of change of control, she would receive accelerated vesting of certain outstanding stock-based awards under the 2012 and 2016 Stock Compensation Plans and outstanding annual incentive compensation awards at levels determined by company performance. The amount shown for Ms. Cracas includes the maximum and threshold values for annual incentive compensation and performance-based stock awards, respectively, for the performance periods ending December 31, 2024, and target levels for performance-based stock awards with performance periods ending after December 31, 2024. For any other termination of employment, she would also receive accelerated vesting of such awards because she has been employed with the company for 35 years and would satisfy the definition of a normal retirement.

  115. Other Information - CEO Pay Ratio

    Other Information - CEO Pay Ratio We are committed to transparency about our compensation practices. We provide detailed and comprehensive public disclosure about how the Committee structures our executive compensation program and makes individual compensation decisions for the CEO and the other named executive officers each year. Internally, we provide transparency by publishing detailed information about salary bands for all positions. For annual cash incentive bonuses, we internally publish the bonus targets expressed as percentages of base annual compensation and provide a “bonus estimator” for associates to use to model how their annual incentive bonuses are affected by the company’s performance. We align all associate bonuses (from entry-level positions to our senior executives) to the same performance criteria. We also provide every associate with a “Current Compensation” summary that provides a total annual compensation value that is the sum of that associate’s base annual pay, the amount of the last annual incentive bonus paid and the value of the last paid restricted stock unit award. We also provide a full historical summary of all stock compensation awards. We expect that the CEO Pay Ratio disclosure further enhances our transparency about compensation. Our CEO to median employee pay ratio is calculated in accordance with Item 402(u) of Regulation S-K. We employ approximately 5,500 associates in the United States (U.S.) and 100 associates in the United Kingdom (U.K.). As permitted by the de minimis exemption of the rule, all of our associates employed in the U.K. are excluded from the pay ratio calculation because they account for less than 5% of the total number of our U.S. and non-U.S. associates. Every three years we refresh our identification of the median employee that we use to calculate the CEO to median employee pay ratio. There were no significant changes to our compensation programs or employee base in 2024, so we used the same median employee for the 2024 ratio as we used for 2023. In 2023, we identified the median employee by examining the annual total compensation for all of our U.S. associates, excluding our CEO, who were employed by us on December 1, 2023. We included all U.S. associates, whether employed on a full-time, part-time or seasonal basis. To determine the median employee, we calculated the total annual compensation for each of our then 5,452 associates as the sum of the following amounts: •Annual base pay •Increase in the value of the associate’s pension benefit •The company’s contribution to the associate’s health insurance coverage •The company’s matching contributions to the associate’s 401(k) account •The company’s matching contributions to the associate's nonqualified deferred compensation (Top Hat) account •Calendar year cash bonus •Calendar year stock compensation grants (time- and/or performance-vesting restricted stock units) •Calendar year stock option grants (incentive or nonqualified stock options) •Holiday stock compensation We believe the use of these components for all associates is a consistently applied compensation measure that includes all of the compensation elements that are widely distributed throughout our organization, including retirement benefits. After identifying the median employee based on the process described above, we calculated annual total compensation for the median employee using the same methodology we use for our named executive officers as set forth in the 2024 Summary Compensation Table. Because more than one nonconcurrent CEO served during 2024, and in accordance with Item 402(u) of Regulation S-K, we combined the base annual salaries of Messrs. Johnston (calculated from January 1, 2024, through May 3, 2024) and Spray (calculated from May 4, 2024, through December 31, 2024) and added the other components of compensation set forth in the 2024 Summary Compensation Table for Mr. Spray. As part of the transition, Mr. Johnston continued his employment in the role of executive chairman of the board. Using this formula, the total annual compensation calculated for our CEO was $8,845,882, and for our median employee was $133,068. The resulting ratio for our CEO’s pay compared with the pay of our median employee for 2024 is 66.5 to 1.

  116. Other Information - Dodd-Frank Pay Versus Performance Disclosure

    Other Information - Dodd-Frank Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we are providing the following information about executive compensation for our principal executive officer (CEO) and Non-CEO NEOs (Other NEOs) and company performance for the fiscal years listed below. This disclosure is not incorporated by reference into our 2024 Annual Report on Form 10-K. The Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For information about the company's pay-for-performance philosophy and how the Committee aligns executive compensation with the company's performance, refer to Compensation of Named Executive Officers, Compensation Discussion and Analysis beginning on Page 33.

  117. Pay Versus Performance Table

    Pay Versus Performance Table

  118. Pay Versus Performance Table

    | Year | Sum-mary Compen-sation Total for CEO Stephen M. Spray ($) | Summary Compensation Total for former CEO Steven J. Johnston ($) | Compensation actually paid to CEO Stephen M. Spray ($) | Compen-sation actually paid to former CEO Steven J. Johnston ($) | Average Sum-mary Compensa-tion Total for Other NEOs ($) | Average Compen-sation actually paid to Other NEOs ($) | Value of Initial Fixed $100 Investment based on: | | Net Income ($) (in millions) | VCR | 3-Year TSR | | | | | | | | | TSR | S&P Composite 1500 P&C Insurance Index | | | | | 2024 | 8,784,200 | 9,884,720 | 12,671,357 | 16,217,104 | 4,323,195 | 6,741,502 | 156.02 | 208.63 | 2,292 | 19.8% | 36.5% | | 2023 | — | 8,381,511 | — | 6,659,295 | 4,036,200 | 3,232,544 | 109.50 | 156.60 | 1,843 | 19.5% | 27.7% | | 2022 | — | 7,596,511 | — | 4,720,240 | 3,513,165 | 2,250,118 | 105.32 | 141.41 | (487) | (14.6)% | 5.3% | | 2021 | — | 6,490,767 | — | 9,608,066 | 3,181,147 | 4,447,000 | 114.32 | 123.70 | 2,968 | 25.7% | 58.8% | | 2020 | — | 3,839,784 | — | 2,332,489 | 2,092,643 | 1,253,067 | 85.77 | 104.83 | 1,216 | 14.7% | 26.5% |

  119. Pay Versus Performance Table

    (1) For the years presented, Steven J. Johnston was our CEO in 2020, 2021, 2022, 2023, and until May 4, 2024, when Stephen M. Spray assumed the role of CEO. The individuals comprising the Other NEOs for each year presented are listed below.

  120. Pay Versus Performance Table

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Michael J. Sewell | Michael J. Sewell | Michael J. Sewell | Michael J. Sewell | Michael J. Sewell | | Martin F. Hollenbeck | Martin F. Hollenbeck | Stephen M. Spray | Stephen M. Spray | John S. Kellington | | Martin J. Mullen | John S. Kellington | Martin F. Hollenbeck | John S. Kellington | Teresa C. Cracas | | John S. Kellington | Stephen M. Spray | John S. Kellington | Teresa C. Cracas | Steven A. Soloria | | Stephen M. Spray | | Teresa C. Cracas | | |

  121. Pay Versus Performance Table

    (2) The amounts shown for Compensation Actually Paid (CAP) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the company’s CEOs or Other NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below. (3) CAP reflects the exclusions and inclusions of certain amounts for the CEOs and the Other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table for the listed year. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table for the listed year. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.

  122. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Stephen M. Spray ($) | Exclusion of Change in Pension Value for Stephen M. Spray ($) | Exclusion of Stock Awards and Option Awards for Stephen M. Spray ($) | Inclusion of Pension Service Cost for Stephen M. Spray ($) | Inclusion of Equity Values for Stephen M. Spray ($) | Compensation Actually Paid to Stephen M. Spray ($) | | 2024 | 8,784,200 | (234,019) | (3,240,898) | 104,569 | 7,257,505 | 12,671,357 | | 2023 | — | — | — | — | — | — | | 2022 | — | — | — | — | — | — | | 2021 | — | — | — | — | — | — | | 2020 | — | — | — | — | — | — |

  123. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Steven J. Johnston ($) | Exclusion of Change in Pension Value for Steven J. Johnston ($) | Exclusion of Stock Awards and Option Awards for Steven J. Johnston ($) | Inclusion of Pension Service Cost for Steven J. Johnston ($) | Inclusion of Equity Values for Steven J. Johnston ($) | Compensation Actually Paid to Steven J. Johnston ($) | | 2024 | 9,884,720 | — | (3,875,683) | — | 10,208,067 | 16,217,104 | | 2023 | 8,381,511 | — | (4,540,234) | — | 2,818,018 | 6,659,295 | | 2022 | 7,596,511 | — | (3,914,926) | — | 1,038,655 | 4,720,240 | | 2021 | 6,490,767 | — | (2,511,095) | — | 5,628,394 | 9,608,066 | | 2020 | 3,839,784 | — | (2,069,478) | — | 562,183 | 2,332,489 |

  124. Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 4,323,195 | (36,675) | (1,521,613) | 122,795 | 3,853,800 | 6,741,502 | | 2023 | 4,036,200 | (99,559) | (1,987,382) | 20,415 | 1,262,870 | 3,232,544 | | 2022 | 3,513,165 | — | (1,699,967) | 21,559 | 415,361 | 2,250,118 | | 2021 | 3,181,147 | (65,495) | (1,117,955) | 24,446 | 2,424,857 | 4,447,000 | | 2020 | 2,092,643 | (182,623) | (896,434) | 13,047 | 226,434 | 1,253,067 |

  125. Pay Versus Performance Table

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  126. Pay Versus Performance Table

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Stephen M. Spray ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Stephen M. Spray ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Stephen M. Spray ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Stephen M. Spray ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Stephen M. Spray ($) | Total Inclusion of Equity Values for Stephen M. Spray ($) | | 2024 | 5,607,753 | 1,511,571 | — | 138,181 | — | 7,257,505 | | 2023 | | | — | | — | — | | 2022 | | | — | | — | — | | 2021 | | | — | | — | — | | 2020 | | | — | | — | — |

  127. Pay Versus Performance Table

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Steven J. Johnston ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Steven J. Johnston ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Steven J. Johnston ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Steven J. Johnston ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Steven J. Johnston ($) | Total Inclusion of Equity Values for Steven J. Johnston ($) | | 2024 | 6,706,612 | 3,198,808 | — | 302,647 | — | 10,208,067 | | 2023 | 2,856,060 | (939,055) | — | 901,013 | — | 2,818,018 | | 2022 | 2,225,211 | (1,787,489) | — | 600,933 | — | 1,038,655 | | 2021 | 3,544,638 | 1,504,404 | — | 579,352 | — | 5,628,394 | | 2020 | 1,537,273 | (1,305,778) | — | 330,688 | — | 562,183 |

  128. Pay Versus Performance Table

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 2,604,380 | 1,147,217 | — | 102,203 | — | 3,853,800 | | 2023 | 1,265,153 | (370,422) | — | 368,139 | — | 1,262,870 | | 2022 | 835,910 | (698,989) | 95,540 | 197,696 | (14,796) | 415,361 | | 2021 | 1,563,008 | 628,049 | — | 233,800 | — | 2,424,857 | | 2020 | 596,733 | (460,153) | 49,917 | 52,845 | (12,908) | 226,434 |

  129. Pay Versus Performance Table

    (4) The Peer Group TSR set forth in the table above utilizes the S&P Composite 1500 Property & Casualty Insurance Index, which we also use for the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K, for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the company and in the S&P Composite 1500 Property & Casualty Insurance Index, respectively. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies, where applicable, included in the S&P Composite 1500 Property & Casualty Insurance Index. Historical stock performance is not necessarily indicative of future stock performance. This index is not the Peer Group used by the Committee to determine performance-based compensation awards.

  130. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table While the Committee uses several performance measures to align executive compensation with company performance, including VCR and 3-year TSR achievement relative to the companies in the Peer Group, not all of those performance measures are presented in the Pay Versus Performance Table and therefore the company’s performance measures do not necessarily align with CAP as calculated in accordance with Item 402(v) of Regulation S-K for a particular year. In accordance with Item 402(v) of Regulation S-K, the company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table.