DEF 14A of United Fire Group Inc, Apr 2, 2024

DEF 14A of United Fire Group Inc

Filed Apr 2, 2024 · FY20230001104659-24-042584

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board of Directors currently consists of 11 directors. The current membership includes: James W. Noyce (Chairperson), John-Paul E. Besong, Scott L. Carlton, Brenda K. Clancy, Christopher R. Drahozal, Matthew R. Foran, Mark A. Green, Kevin J. Leidwinger, Lura E. McBride, George D. Milligan and Susan E. Voss.

  2. Corporate Governance

    Corporate Governance In order to promote the highest standards of management for the benefit of shareholders, our Board of Directors follows certain governance practices regarding how the Board of Directors conducts its business and fulfills its duties. United Fire Group, Inc.’s Corporate Governance Guidelines may be obtained free of charge by writing to United Fire Group, Inc., Attn: Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909, or on our public website, http://ir.ufginsurance.com, by selecting Overview and then Governance Documents. The following describes the governance practices used by the Board of Directors.

  3. Board Size, Composition and Independence Determination

    Board Size, Composition and Independence Determination Our Board of Directors currently consists of 11 members, divided among three classes (Class A, Class B and Class C). Mr. Noyce serves as the Chairperson. The Board of Directors requires a majority of our directors to be independent, as defined in the listing rules of The Nasdaq Global Select Market (“Nasdaq”). The Board of Directors determines director independence by applying the definition of independence contained in the applicable Nasdaq Listing Rules, both for purposes of Nasdaq’s rule requiring that a majority of the Board of Directors consist of independent directors and its rules requiring the Audit Committee, Nominating and Governance Committee and Compensation and Human Capital Committee (“Compensation Committee”) to be made up entirely of independent directors. The Board of Directors has analyzed the independence of each director who served on the Board of Directors during 2023 and each director nominee and determined that 10 of our 11 existing directors are independent within the meaning of the Nasdaq Listing Rules and Kyle Skogman, who retired from the Board immediately following the 2023 Annual Meeting of Shareholders, was also independent. Mr. Leidwinger, our President and CEO, is the only director deemed not independent.

  4. Qualifications, Skills and Diversity of Directors and Director Nominees

    Qualifications, Skills and Diversity of Directors and Director Nominees Our Nominating and Governance Committee, with input from our Chief Executive Officer, reviews and evaluates all director nominees, including incumbent nominees. The Nominating and Governance Committee and the Board of Directors seek qualified individuals who possess the minimum qualifications and the desirable qualities or skills described under the heading “Director Nomination Process” in this proxy statement. All of our incumbent directors and nominees possess both the specific minimum qualifications and the desirable qualities or skills. The following charts reflect the qualifications, key skillsets and diversity of our nominees and continuing directors.

  5. Qualifications, Skills and Diversity of Directors and Director Nominees

    | Director Qualifications and Experience | John Paul Besong | Scott Carlton | Brenda Clancy | Christopher Drahozal | Matthew Foran | Mark Green | Kevin Leidwinger | Lura McBride | George Milligan | James Noyce | Susan Voss | | Academia & Education | | | | X | | | | | | | | | Accounting | | X | X | | | | | | | X | | | Actuarial | | | | | | | | | | X | | | Senior Administration | X | X | X | | X | X | X | X | X | X | X | | Business Operations | X | X | X | | X | X | X | X | X | X | | | Corporate Governance | X | X | X | X | X | X | X | X | X | X | X | | Finance & Capital | | X | X | | X | X | | X | | X | X | | Industry Service | | | X | | X | X | X | | X | X | X | | Investment | | | | | X | X | X | | X | X | | | Marketing | | | | | X | X | X | X | | | | | Regulatory & Government | | | | X | | | | | | | X | | Risk Management | | X | X | | X | X | X | X | X | X | | | Technology & Systems | X | | X | | X | | X | X | | | |

  6. Qualifications, Skills and Diversity of Directors and Director Nominees

    Our directors provide an effective mix of experience and fresh perspective, as shown on the following charts reflecting information regarding our nominees and continuing directors.

  7. Qualifications, Skills and Diversity of Directors and Director Nominees

    | Age | Tenure | | | | | The average age is 61 as of April 2, 2024. | The average tenure is 10.7 years. | | Independent | Gender | | | |

  8. Director Compensation

    Director Compensation We have designed the compensation of our non-employee directors to attract and retain qualified directors and to align directors’ interests with the interests of our shareholders. See “Director Compensation” in this proxy statement for a description of our directors’ compensation program and the fees paid to our non-employee directors during 2023.

  9. PROPOSAL ONE — ELECTION OF DIRECTORS

    PROPOSAL ONE — ELECTION OF DIRECTORS Our Articles of Incorporation require that our Board of Directors be divided into three classes, A, B and C, with one class elected at each Annual Meeting. The Board of Directors must consist of no more than 15 and no less than nine members, with the exact number fixed by the Board of Directors. The membership of our Board of Directors is currently fixed at 11, divided among three classes (Class A, Class B and Class C). The four individuals identified as continuing Class C directors have, upon the recommendation of the Nominating and Governance Committee, been nominated for election to our Board of Directors at this year’s Annual Meeting.

  10. Director Nominees

    Director Nominees

  11. Directors (Class C) — Terms Expiring in 2024

    Directors (Class C) — Terms Expiring in 2024

  12. Directors (Class C) — Terms Expiring in 2024

    | Mark A. Green Age 56 Director since 2022 | Mr. Green is an Operating Partner at Vistria Group, a private equity firm in Chicago, Illinois. Mr. Green has an extensive background in the insurance sector with business development roles, as well as investment experience. In addition to his role at Vistria Group, Mr. Green was selected to serve as an Executive Board Member at MGT Insurance, an insurance tech startup, in October 2023. Prior to joining Vistria Group in 2021, he served for five years at Kemper Corporation, as Executive Vice President of Business Development and Reinsurance, and Executive Vice President and President of Life and Health. From 2009 to 2016, Mr. Green gained valuable experience in various roles at Allstate Corporation, including as Vice President and Senior Vice President at Allstate Financial, President of Ivantage from 2013 to 2015, President of Allstate Dealer Services from 2014 to 2015, and President of Encompass Insurance Company from 2015 to 2016. Prior to joining Allstate, Mr. Green worked for various other companies in the insurance industry from 1995 to 2009. He holds a bachelor’s degree from Macalester College, and a Master of Business Administration degree from Columbia University. | | Christopher R. Drahozal Age 62 Director since 1997 | Mr. Drahozal is the John M. Rounds Professor of Law at the University of Kansas School of Law in Lawrence, Kansas, where he has taught since 1994. During Fall 2015 and Fall 2018 he was the Mason Ladd Distinguished Visiting Professor of Law at the University of Iowa College of Law. He is on the Board of Directors of The McIntyre Foundation. From 2012 to 2016, Mr. Drahozal served as special advisor to the Consumer Financial Protection Bureau, a government agency headquartered in Washington, D.C., on matters related to the use of arbitration clauses in consumer financial services contracts. Prior to teaching, Mr. Drahozal was in private law practice in Washington, D.C., and served as a law clerk for the Iran-U.S. Claims Tribunal, the United States Court of Appeals for the Fifth Circuit and the United States Supreme Court. Mr. Drahozal is a first cousin by marriage to Mr. Carlton, another director of the Company. Mr. Drahozal is an internationally known scholar whose writing focuses on the law and economics of dispute resolution, particularly arbitration. |

  13. Directors (Class C) — Terms Expiring in 2024

    | Lura E. McBride Age 52 Director since 2021 | Lura E. McBride is the President & CEO at Van Meter Inc. (“Van Meter”), a one-hundred percent employee-owned electrical and automation distributor, a position she has held since 2016. She previously served as Chief Operating Officer at Van Meter since 2010. In this role, she has responsibility for the overall vision, direction, and growth strategy of a 100 percent employee-owned electrical and automation distributor that employs over 800 employee-owners in 25 locations across Iowa, Nebraska, Kansas, Virginia, Alabama, Wisconsin, and Minnesota. She has experience building strong leadership and a high performing culture to create lasting value for customers, supplier partners, communities, and employee-owners. She serves on the Van Meter Board of Directors, the Werner Electric Supply Board of Directors and the National Association of Electrical Distributors (NAED). Prior to joining Van Meter in 2008, she worked for almost 15 years at Accenture, a global management consulting company based out of Chicago, Illinois. Her work experience was in the areas of Systems Integration, Change Management, Human Performance, Knowledge Management, Business Process Design and Program Management. Ms. McBride graduated from the University of Iowa with degrees in Finance and Marketing. In the community, Ms. McBride serves on various boards and committees including The Tippie School of Business Advisory Board, Tanager Place, The Hall-Perrine Foundation, Unity Point St. Luke’s Hospital, Iowa BIG and the Cedar Rapids Police Chief Council. | | George D. Milligan Age 67 Director since 1999 | Mr. Milligan has a strong business background, with service since 1985 as President of The Graham Group, Inc., of Des Moines, Iowa. The Graham Group, Inc. consists of a real estate firm specializing in developing office buildings and a construction firm specializing in constructing hospital facilities. Since 2005, Mr. Milligan has also served as a director of West Bancorporation, Inc. of West Des Moines, Iowa, a bank holding company. Mr. Milligan serves as a director on the loan committee and nominating and governance committee of the West Bancorporation, Inc. Board of Directors. Mr. Milligan previously served as director of Allied Life Insurance Company. Mr. Milligan is a long-time community leader and supporter, being active with the Boy Scouts of America, the Dowling Foundation, and the Variety Club of Iowa. |

  14. Directors (Class C) — Terms Expiring in 2024

    Directors in uncontested elections are elected by a majority vote of the shares, represented either in person or by proxy, and entitled to vote in the election at the Annual Meeting at which a quorum is present. In tabulating the voting results for the election of directors, “FOR” votes are counted in favor of the election of a director, and “AGAINST” votes are counted against the election of a director. Abstentions will have the same effect as a vote against the director. The Board of Directors recommends a vote FOR the election to the Board of each of the four director nominees identified in this proxy statement.

  15. Continuing Directors

    Continuing Directors The following individuals are continuing members of our Board of Directors who are not up for election at the Annual Meeting.

  16. Directors (Class A) — Terms Expiring in 2026

    Directors (Class A) — Terms Expiring in 2026

  17. Directors (Class A) — Terms Expiring in 2026

    | Scott L. Carlton Age 55 Director since 2012 | Mr. Carlton has a strong international business background and extensive experience within the finance and accounting functions in a global public company. He is currently the President of Tokai Carbon GE LLC, the US subsidiary of Tokai Carbon, a global leader in carbon-based materials, a position he has held since 2017. Prior to this position, Mr. Carlton was the President of SGL Carbon LLC (“SGL Carbon”) for 10 years, leading the U.S. companies of SGL Carbon, a leading worldwide manufacturer of carbon-based products. From 2002 until 2007, Mr. Carlton served as Vice President of Finance and Controlling for the largest business unit of SGL Carbon, and in that capacity was responsible for the controlling, finance, and accounting functions. Since beginning his career with SGL Carbon in 1994, Mr. Carlton has worked in a variety of accounting and financial positions at various locations within and outside of the U.S. Mr. Carlton holds a bachelor’s degree in financial management, a Master of Business Administration degree from the University of North Carolina at Charlotte and completed the Senior Executive Education Program at the London Business School. Mr. Carlton also has insurance experience on both a domestic and international scale. He is a Certified Director within the National Association of Corporate Directors (“NACD”) and was previously a director of the Carolina chapter of the NACD. Mr. Carlton serves on the board of E4 Carolinas of Charlotte, North Carolina. Mr. Carlton is a first cousin by marriage to Mr. Drahozal, another director of the Company. | | Brenda K. Clancy Age 69 Director since 2016 | Ms. Clancy has a wealth of valuable experience in the insurance industry, having most recently served as the Global Chief Technology Officer for AEGON N.V. (“AEGON”) (2013-2016), which is a multinational life insurance, pensions and asset management company headquartered in The Hague, Netherlands. AEGON is a parent company of Transamerica Corporation, an American holding company for various life insurance companies and investment firms doing business primarily in the United States, offering life and supplemental health insurance, investments, and retirement services. Throughout her 40-year career with AEGON, Ms. Clancy held numerous financial leadership positions including President of Transamerica Life Insurance Company (2008-2016), Executive Vice President and Chief Operating Officer of Transamerica Life Insurance Company (2004-2008), Senior Vice President, Information & Finance and Treasurer of Life Investors Insurance Co. of America (1997-2004), and Vice President and Controller of Life Investors Insurance Co. of America (1992-1997). She was actively involved in all major acquisitions, strategy development, change initiatives and business integration. Ms. Clancy served as a Director for UnityPoint Health, a nonprofit healthcare organization operating in Iowa, Illinois, and Wisconsin until December 31, 2022. She is also an audit committee financial expert. |

  18. Directors (Class A) — Terms Expiring in 2026

    | Kevin J. Leidwinger Age 60 Director since 2022 | Kevin J. Leidwinger serves as President and Chief Executive Officer of the Company. He joined the Company in August 2022 to lead the Company through its ongoing transformation, bringing 30 years of industry experience to the role. Mr. Leidwinger previously served as President and Chief Operating Officer of CNA Commercial in Chicago, a property and casualty business insurance company, from June 2015 to April 2022. Prior to joining CNA in 2015, he held the role of Global Casualty Manager for Chubb, responsible for the company’s worldwide portfolio of general liability, workers compensation, excess umbrella, auto, environmental and errors and omissions business. Mr. Leidwinger is a graduate of Dickinson College in Carlisle, Pennsylvania. He was named 2021 board chair of the National Council on Compensation Insurance (NCCI). | | Susan E. Voss Age 68 Director since 2014 | Ms. Voss joined American Enterprise Group, Inc. as its Vice President and General Counsel in November 2013. Headquartered in Des Moines, Iowa, American Enterprise Group provides personal and customized health and life insurance solutions for individuals, families and small business owners. In 2019, Voss became VP of Government Relations and retired December 31, 2019. Prior to joining American Enterprise Group, Inc., Ms. Voss founded her own consulting firm in 2013, Voss Consulting, LLC, which provides consulting and expert witness services in the areas of insurance and financial product regulation and compliance issues. Before Voss Consulting, Ms. Voss worked in Iowa state government for 31 years, the last 20 of which were spent with the Iowa Insurance Division. In 2005 she was appointed by then-Governor Tom Vilsack to serve as Iowa Insurance Commissioner, a position she held until 2013. Ms. Voss was elected by her peers as an officer of the National Association of Insurance Commissioners (“NAIC”) in 2007 and served as its President in 2011. During her time as Iowa Insurance Commissioner and her tenure with the NAIC, Ms. Voss served on a number of NAIC committees including: Market Conduct and Regulation Committee (which she chaired from 2005 to 2006), the Principles-Based Reserving Working Group (which she chaired in 2012), International Insurance Committee (which she chaired in 2012), Life and Annuities Committee, Financial Condition Committee and Financial Regulation Standards and Accreditation Committee. Ms. Voss is also a member of the Board of Directors for NCCI-the National Council of Compensation Insurers and Everlake Life Insurance Company. Ms. Voss brings regulatory and compliance expertise to the Board of Directors. |

  19. Directors (Class A) — Terms Expiring in 2025

    Directors (Class A) — Terms Expiring in 2025

  20. Directors (Class A) — Terms Expiring in 2025

    | John-Paul E. Besong Age 70 Director since 2013 | Mr. Besong has a strong technical, business and management background, having previously held the position of Senior Vice President of e-Business and Chief Information Officer for Rockwell Collins, a Fortune 500 company based in Cedar Rapids, Iowa, that provides aviation electronics for both commercial and military aircraft. He was appointed Senior Vice President and Chief Information Officer in 2003, serving until 2015. Since 2015, Mr. Besong has served as a director of QCR Holdings, Inc. of Moline, Illinois, a multi-bank holding company. Mr. Besong is a strong community supporter and member of various industry and community boards. He serves on the board of directors of Lean Aerospace Initiative (LAI), Junior Achievement of Eastern Iowa (Cedar Rapids Area), Mercy Medical Center, Iowa Public Television Foundation and Technology Association of Iowa (“TAI”) CIO Advisory Board, where he serves as a member and former chair of the executive board of TAI. Mr. Besong’s business background provides him with a very strong understanding of technological advances critical to the insurance industry. The Board of Directors believes that Mr. Besong’s qualifications to serve as director include his business acumen and distinguished management career as an officer and information technology expert of a Fortune 500 company. | | Matthew R. Foran Age 43 Director since 2022 | Mr. Foran brings extensive experience in the insurance technology sector and investment experience to the Board of Directors. Mr. Foran is Co-Founder and President of Stoic Lane, Inc., a private equity holding company in Chicago, Illinois, positions he has held since 2021. Mr. Foran is also a Trustee of the American College of Financial Services, a private college focused on professional training for financial practitioners. From 2018 to April of 2021, he was Head of Alternative Distribution at The Hartford Insurance Group, an investment and insurance company. Mr. Foran’s background includes serving as leader of IVANS Marketplace at Applied Systems, an insurance technology and software company, from 2015 to 2018; as a board member of GuideOne Insurance from 2015 to 2018; as Founder and CEO at EvoSure, LLC, an early InsurTech firm that was acquired by Applied Systems, from 2012 to 2015; as Director of Strategy and Operational Planning and Execution at Zurich North America from 2009 to 2012; and in a business development role at Marsh USA, Inc. from 2004 to 2009. Mr. Foran graduated from the University of Illinois with a degree in Economics. |

  21. Directors (Class A) — Terms Expiring in 2025

    | James W. Noyce Age 68 Director since 2009 | Mr. Noyce has a strong business, accounting, and insurance industry background, with extensive public company experience. Before retiring, Mr. Noyce had nearly three decades of experience in the financial services industry, most recently as Chief Executive Officer and Director of FBL Financial Group, Inc. (“FBL”), an insurance holding company headquartered in West Des Moines, Iowa. While at FBL, Mr. Noyce served as Chief Executive Officer and Director (2007-2009), Chief Financial Officer (1996-2007), and Chief Administrative Officer (2002-2007). From January 2000 to July 2002, he was Executive Vice President and General Manager of the property casualty companies managed by FBL. Mr. Noyce began his employment with FBL and its affiliates in 1985. From January to May 2016, Mr. Noyce served as Interim CEO of the Greater Des Moines YMCA while the organization performed a search for a permanent CEO. Since 2009, Mr. Noyce has served as a director of West Bancorporation, Inc. of West Des Moines, Iowa, a bank holding company, and was named Board Chairman in April 2018. Mr. Noyce has held or still holds numerous professional certifications and designations including certified public accountant; Fellow, Casualty Actuarial Society; Associate, Society of Actuaries; Fellow, Life Management Institute; and Member, American Academy of Actuaries. He was named Outstanding CPA in Business and Industry by the Iowa Society of CPAs and was inducted into the American Institute of Certified Public Accountants’ Business and Industry Hall of Fame in 2007. He is also an audit committee financial expert. |

  22. Competitive Market Review

    Competitive Market Review FW Cook, the Compensation Committee’s independent compensation consultant at the time, assisted the Compensation Committee in analyzing our comparison group and evaluating the competitiveness and design of our 2023 compensation program for our named executive officers. The Compensation Committee used FW Cook’s Top Officer Competitive Compensation Analysis (“Market Analysis”) to evaluate the reasonableness of 2023 salary recommendations for our named executive officers. As described below, the Market Analysis used both comparison group data and published survey data. The Compensation Committee identified the 17-company comparison group noted below to evaluate 2023 compensation decisions, after considering the recommendations of FW Cook. Companies included in the comparison group met the following criteria: • Industry group: property and casualty, and multi-line insurance carriers; • Revenues between $100 million and $5 billion; • Market capitalization between $100 million and $5 billion; and • Meets one of the following criteria: (a) prior comparison company; (b) included in the Institutional Shareholder Services (“ISS”) peer group in its 2022 proxy analysis; (c) names United Fire Group, Inc. as a comparison company; or (d) earns a majority of its revenues from direct written premiums rather than from reinsurance. The Compensation Committee included the following 17 companies in the 2023 comparison group used to evaluate its 2023 compensation decisions. This was the same peer group that was used to evaluate 2022 compensation decisions except for (i) the removal of ProSight Global and State Auto Financial Corporation due to their acquisitions in August 2021 and March 2022, respectively, and (ii) the addition of Mercury General Corporation, Palomar Holdings, Inc. and Tiptree Inc. to better position the Company as compared to the composite company size median in the peer group and to maintain the statistical validity of the peer group.

  23. 2023 Comparison Group

    In addition to comparison group data, the Market Analysis also utilized data from Ward Group® Property & Casualty Insurance — US Survey, a published third-party compensation survey in which the Company participates. The Market Analysis compared the total direct compensation of our named executive officers to the average of median market data from the comparison group and the industry survey data. While the Compensation Committee reviewed the Market Analysis to evaluate the market competitiveness of the executive compensation program, the Compensation Committee also considered a number of other factors in evaluating the 2023 overall compensation of our named executive officers. These other factors included: (a) the Company’s recent performance; (b) the executive’s experience, responsibilities, and role in Company culture; (c) our existing compensation structure; and (d) the relationship in compensation between our named executive officers and our other employees. In 2023, the Compensation Committee reviewed the Company’s comparison group with its new consultant, Mercer, to assess the appropriateness of the peer group, including the Company’s alignment with the median of the group. After discussing potential alterations to the current comparison group with Mercer, the Compensation Committee approved modifying the peer group to be used to evaluate 2024 compensation decisions to: (i) remove AMERISAFE, Inc., Palomar Holdings, Inc., Selective Insurance Group, Inc., Stewart Information Services Corporation, and United Insurance Holdings Corporation, and (ii) add White Mountains Insurance Group, Ltd., Kinsale Capital Group, Inc., and American Coastal Insurance Corporation.

  24. Risk Considerations

    Risk Considerations We believe that the design of our compensation program for named executive officers provides an appropriate balance of fixed compensation (base salary) and at-risk compensation (incentives). Total direct compensation of our named executive officers is intended to provide a balanced program that encourages the named executive officers to take appropriate risks aimed at improving Company performance and enhancing long-term shareholder value, while avoiding inappropriate risks. In this regard, our compensation program for our named executive officers is designed to include, among other things, the following features: • a balanced mix of cash-based and equity-based compensation; • a balanced mix of short-term and long-term incentives; • variable compensation based on a variety of performance goals; • threshold performance goals that must be achieved to earn incentives; • time-based vesting requirements for equity-based compensation; and • stock ownership guidelines. After reviewing our Company’s compensation plans applicable to all employees, we have determined that none of these plans create risks that are reasonably likely to have a materially adverse effect on the Company.

  25. Role of Independent Consultants

    Role of Independent Consultants Under its charter, the Compensation Committee, in its sole discretion, has the authority, resources and funds necessary to retain or obtain the advice of outside advisers, including independent compensation advisers, legal counsel and other advisers and experts. Prior to retaining or obtaining advice from such outside advisers, the Compensation Committee evaluates such advisers’ independence by reference to the Nasdaq Listing Rules. Until November 2023, the Compensation Committee engaged FW Cook to advise it on compensation matters for our named executive officers. In November 2023, the Compensation Committee engaged Mercer to act as its independent compensation consultant. FW Cook and Mercer reported directly to the Compensation Committee and provided services related to named executive officer compensation. For 2023, Mercer’s services to the Compensation Committee were limited to reviewing this Compensation Discussion and Analysis and advising with respect to payouts under the AIP. Although particular assignments may vary, compensation consultant engagements by the Compensation Committee have generally included: • reviewing and advising on all principal aspects of compensation for our named executive officers, including base salaries, equity awards and annual incentive plan awards for our named executive officers; • reviewing and advising the Compensation Committee on compensation for our non-employee directors; and • providing advice and input to the Compensation Committee on the identification and selection of appropriate peer companies.

  26. Compensation Consultant Independence

    Compensation Consultant Independence The Compensation Committee carefully considers the independence of the consultants it hires prior to engagement. To maintain the independence of the compensation consultant, the Compensation Committee has the sole authority to retain or terminate the independent compensation consultant. In connection with its engagement of FW Cook and Mercer, the Compensation Committee considers various factors bearing upon their independence including, but not limited to, the amount of fees received by FW Cook and Mercer from the Company as a percentage of their total revenue, their policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship with a member of the Compensation Committee or management that could impact their independence. After reviewing these and other factors, the Compensation Committee determined that FW Cook and Mercer were each independent and that their engagement did not present any conflicts of interest.

  27. Elements of 2023 Target Direct Compensation

    | Element | Type | Form | Period | Purpose | | Annual Base Salary | Fixed | Cash | Ongoing | Attract and retain; recognize individual performance | | Annual Incentive Plan | Variable | Cash | 1 year | Short-term company and individual performance | | Long-Term Incentive Plan (“LTIP”) | Variable | Stock Option time-based | 3-year pro rata | Shareholder alignment, long-term value creation and retention; represents 25% of total award opportunity | | | | RSUs time-based | 3-year cliff | Shareholder alignment, long-term value creation and retention; represents 25% of total award opportunity | | | | PSUs performance-based | 3-year cliff | Long-term company performance, shareholder alignment and retention; represents 50% of total award opportunity |

  28. Annual Incentive Plan

    Annual Incentive Plan Structure & Design We have an Annual Incentive Plan (“AIP”) that provides annual performance-based cash awards to all Company employees, including all our named executive officers. The AIP ties a portion of each employee’s annual compensation directly to our financial performance. Our objective in using the AIP is to provide a strong financial incentive for all employees to achieve corporate and functional area goals. To determine the amount of performance-based cash awards for each named executive officer, we used four corporate performance measures that are defined further below: (1) adjusted return-on-equity; (2) written premium growth; (3) net adjusted loss ratio; and (4) underwriting expense ratio. The Compensation Committee selected these metrics as AIP performance measures in order to encourage management to focus on balanced growth, profitability, and expense discipline. As illustrated in the table below, we weigh each corporate performance measure and establish threshold, target, and maximum performance goals for each corporate performance measure, with increasingly higher awards for achieving increasingly higher performance. Each named executive officer can receive a performance-based cash award for each corporate performance measure. We pay no performance-based cash award for a corporate performance measure if the threshold goal for that measure is not achieved unless the Compensation Committee exercises discretion. For 2023, the Compensation Committee exercised its discretion to adjust the AIP results for the impact of certain strategic actions on our financial results that had not been contemplated at the time performance goals for 2023 were established, as described in more detail below. Beginning in 2023, the Board determined to include an individual performance component to the AIP, pursuant to which each named executive officer’s annual performance-based award could be decreased to 0% or increased to up to 200% subject to the maximum payouts described below depending on their individual performance against goals established for them at the beginning of the fiscal year by Mr. Leidwinger (with respect to the named executive officers other than himself) or by the Board (with respect to Mr. Leidwinger). Performance with respect to each named executive officer’s individual performance goals is certified by the Board and based on Mr. Leidwinger’s evaluation with respect to named executive officers other than himself, in accordance with the table below:

  29. Annual Incentive Plan

    | Individual Performance Factor | Not Achieved | Achieved Some | Achieved All | Exceeded Some | Exceeded All | | Individual Payout (% of Target) | 0% | 0 – 80% | 80 – 105% | 105 – 150% | 150 – 200% |

  30. Annual Incentive Plan

    Potential awards for our named executive officers ranged from 0% to a maximum of 150% (or, in the case of Mr. Leidwinger and Ms. Stephenson, 200% pursuant to the terms of their offers of employment) of target based upon the achievement of certain predetermined goals and the considerations set forth in greater detail below. Awards under the AIP are calculated as follows:

  31. Annual Incentive Plan

    | Base Salary | × | Target Bonus Opportunity (%) | × | Corporate Performance Factor (%) | × | Individual Performance Factor (%) | = | Annual Payout Factor |

  32. AIP Target Bonus Opportunity and Weighting of Corporate Performance Measures — 2023

    AIP Target Bonus Opportunity and Weighting of Corporate Performance Measures — 2023 The following table shows the target bonus opportunity and corporate performance measure weightings for each of our named executive officers for 2023. Ms. Stephenson’s target bonus opportunity was established by the Compensation Committee in connection with the commencement of her employment, and was based on her compensation at her prior employer, the compensation of our former Chief Operating Officer, and internal pay equity. The Compensation Committee approved an increase in Mr. Martin’s target bonus opportunity from 60% of base salary to 75% of base salary in recognition of his promotion to Executive Vice President and success as Chief Financial Officer.

  33. AIP Target Bonus Opportunity and Weighting of Corporate Performance Measures — 2023

    | Named Executive Officer | Target Bonus Opportunity as % of Base Salary | Adjusted ROE | Written Premium Growth | Net Adjusted Loss Ratio | Underwriting Expense Ratio | | Kevin J. Leidwinger | 125% | 25% | 25% | 25% | 25% | | Eric J. Martin | 75% | 25% | 25% | 25% | 25% | | Julie A. Stephenson | 110% | 25% | 25% | 25% | 25% | | Robert F. Cataldo | 50% | 25% | 25% | 25% | 25% | | Micah G. Woolstenhulme | 50% | 25% | 25% | 25% | 25% |

  34. AIP Target Bonus Opportunity and Weighting of Corporate Performance Measures — 2023

    Goal-Setting Process and Achievement The Compensation Committee annually reviews the threshold, target, and maximum goals for each corporate performance measure in order to evaluate whether they remain rigorous and aligned with shareholder interests. Management presents recommendations to the Compensation Committee regarding the goals, but the Compensation Committee retains the ultimate decision-making authority to set the goals. AIP goals are designed to be challenging, but achievable, given the economic and market conditions at the time the goals are set, with achievement of the maximum goals designed to be difficult. Consistent with past practices, the 2023 AIP goals were set in February 2023. The following tables show the 2023 performance goals and achievement for each corporate performance measure and each named executive officer’s certified individual performance factor for 2023.

  35. AIP Goals and Achievement — 2023

    AIP Goals and Achievement — 2023

  36. AIP Goals and Achievement — 2023

    | | 2023 AIP Goals (%) | | | 2023 AIP Achievement (%) | | | Performance Measures | Threshold | Target | Maximum | Results | % of Target | | Adjusted ROE | 5.0% | 6.5% | 8.0% | (4.1)% | 0% | | Written Premium Growth | 1,156 | 1,217 | 1,278 | 1,179 | 68% | | Net Adjusted Loss Ratio | 65.5% | 64.5% | 63.5% | 74.2% | 0% | | Underwriting Expense Ratio | 34.5% | 34.0% | 33.5% | 35.3% | 0% | | | | | | Achievement Level | 17% |

  37. AIP Goals and Achievement — 2023

    | Named Executive Officer | 2023 Individual Performance Factor (%) | | Kevin J. Leidwinger | 100% | | Eric J. Martin | 115% | | Julie A. Stephenson | 115% | | Robert F. Cataldo | 100%(1) | | Micah G. Woolstenhulme | 110% |

  38. AIP Goals and Achievement — 2023

    Pursuant to the terms of the Cataldo Separation Agreement (as defined below), Mr. Cataldo was entitled to a payout under the 2023 AIP based on target performance with respect to the individual performance factor. Individual Performance Factor Modifier Other than for Mr. Leidwinger, each participating NEO’s payout under the 2023 AIP was subject to an individual modifier (as described above) based on the Compensation Committee’s assessment of individual and business unit performance. In making its assessment, the Compensation Committee considered the recommendations of Mr. Leidwinger based on his review of the performance of each participating NEO against the objectives established by the committee at the beginning of the year with respect to the individual performance factor. For 2023, the application of the individual performance factor was determined based on each participating NEO’s performance with respect to: • effort, expertise, initiative, decision making, and commitment during the calendar year; • the need to maintain compensation near market median levels in a competitive market for key talent; and • incentivizing actions that are in the long-term best interests of the Company, even when these actions are likely to adversely affect management’s short-term financial interests. Similarly, Mr. Leidwinger’s 2023 AIP payout was also subject to an individual performance modifier which was determined and evaluated by the Board. The Board considered the same general factors used to evaluate AIP payout for all officers described above. Additionally, with respect to Mr. Leidwinger, the Board’s assessment of his individual performance factor was determined based on his performance of his 2023 CEO goals, which included: • recruitment of a strong team; • decisive execution of key strategic initiatives (including personnel changes and the early retirement plan) during 2023 to address Company performance; and • communication with the Board, and improved collaboration and communication among key business unit leaders — particularly with underwriting, claims, and actuary departments. Historically, the Compensation Committee has relied on its pre-established performance metrics to achieve its compensation philosophy of providing a fair and reasonable compensation program that recognizes performance while also balancing costs. While the Compensation Committee does not have a practice of adjusting the performance results after the original goals are set, the Compensation Committee reserves the discretion to approve adjustments to the formulaic results to reflect items that were not contemplated at the time the goals were established or to recognize performance not fully reflected in the formulaic results. In 2023, which represented the first full calendar year of employment for our Chief Executive Officer and Chief Financial Officer, the Company took a series of actions to better position the Company for future success notwithstanding any initial negative impact on our annual incentive metrics. Those actions included prior period reserve strengthening beginning in the second quarter, offering an early retirement program, amortizing our policy administration system, and recognizing an increase in surety impacts driven by a small number of large surety losses. While each of these actions negatively impacted our annual incentive results, there were deemed necessary by management to position the Company for future growth and profitability. Accordingly, the Compensation Committee exercised discretion to adjust the AIP results to partially consider the impact attributable to each of the above items. Absent the adjustments and as noted above, the formulaic results under the AIP would have been 17%. After considering management’s performance and the items noted above, the Compensation Committee approved an annual incentive award equal to 50% of the target AIP. Payments to named executive officers under our AIP were made in March 2024 for performance during 2023 and are reported in the Summary Compensation Table — 2023 of this proxy statement under the Non-Equity Incentive Plan Compensation column with respect to the formulaic payout under the AIP and the Bonus column with respect to the discretionary adjustment to the AIP results.

  39. Long-Term Incentive Plan

    Long-Term Incentive Plan Design & Structure At the beginning of each year, the Compensation Committee grants equity awards based on its review of the competitive market and individual performance. Once the grant level is determined, the Compensation Committee allocates the grant to the then-serving executive officers to a mix of performance stock units (“PSUs”), restricted stock units (“RSUs”) and stock options, as summarized below.

  40. Long-Term Incentive Plan

    | Grant Type | Allocation (%) | Vesting | | PSUs | 50 | “cliff” vest on the third anniversary of the grant date (assuming achievement of performance goals) | | RSUs | 25 | “cliff” vest on the third anniversary of the grant date (assuming continued employment) | | Stock Options | 25 | one-third of the options vest on each of the first three anniversaries of the grant date |

  41. Grant Type Allocation

    Grant Type Allocation PSUs — The PSUs are: • earned over a three-year performance period, subject to continued employment; • earned only to the extent that goals are achieved among four separate, equally-weighted performance measures; and • settled shares of Company Common Stock with vesting between 0% and 150% of the target award based upon the results achieved. RSUs — The RSUs “cliff” vest on the third anniversary of the grant date and are settled into an equivalent number of shares of Company Common Stock, in each case, generally subject to the executive remaining employed by us through the vesting date. The purposes of the awards are to encourage shareholder alignment, long-term value creation and, by way of the three-year vesting schedule, executive retention. Stock Options — Each option has a ten-year term and, provided the executive remains employed by us through such dates, stock option awards vest in one-third increments on each of the first three anniversaries of the grant date. Stock options directly align with our stock performance since they become valuable only if and to the extent our share price increases after the grant date. Additionally, because stock option awards do not fully vest for three years, they encourage executive retention.

  42. Performance Measure Selection

    Performance Measure Selection The 2023 PSU performance measures are Adjusted ROE, net adjusted loss ratio, underwriting expense ratio and written premium growth, each weighted 25%. Please see the “Annual Incentive Plan” section above for a description of these metrics. These goals were selected because they are viewed as key indicators of our successful operation of our long-term operating plan. PSU performance goals are measured over a three-year performance period. Goal-Setting Process The Compensation Committee annually reviews the threshold, target, and maximum goals for each performance measure of the PSUs to evaluate whether they remain rigorous and aligned with shareholder interests. Management presents recommendations to the Compensation Committee regarding the goals, but the Compensation Committee retains the ultimate decision-making authority to set the goals. The performance goals established for the 2023 PSU grant were designed to be challenging, but achievable, given the economic and market conditions at the time the goals were set, with vesting at the maximum goal designed to be difficult. 2023 Grant The 2023 target award opportunities and allocation to each grant type for our participating named executive officers are summarized below. Ms. Stephenson’s target award opportunity was established by the Compensation Committee in connection with the commencement of her employment and was based on her compensation at her prior employer, the compensation of our former Chief Operating Officer, and internal pay equity. Pursuant to the terms of their Executive Employment Offer Letters that were entered into in 2022, the target award opportunities for Messrs. Leidwinger and Martin were increased to 200% and 75% of base salary, respectively.

  43. LTIP Grant — 2023

    LTIP Grant — 2023

  44. LTIP Grant — 2023

    | Named Executive Officer | Total Stock Award ($) | PSUs ($) | RSUs ($) | Stock Options ($) | | Kevin J. Leidwinger | 1,500,000 | 750,000 | 375,000 | 375,000 | | Eric J. Martin | 363,000 | 181,500 | 90,750 | 90,750 | | Julie A. Stephenson | 632,500(1) | 316,250 | 158,125 | 158,125 | | Robert F. Cataldo | 204,000 | 102,000 | 51,000 | 51,000 | | Micah G. Woolstenhulme | 180,000 | 90,000 | 45,000 | 45,000 |

  45. LTIP Grant — 2023

    (1) Pursuant to the terms of her offer letter, the value of Ms. Stephenson’s 2023 equity awards was prorated based on her start date, resulting in a pro-rated stock award equal to $580,973 for 2023.

  46. Additional Compensation

    Additional Compensation Stephenson Appointment Pursuant to the terms of Ms. Stephenson’s employment, Ms. Stephenson received a guaranteed cash bonus of $537,000 to compensate her for compensation she forfeited upon separating from her prior employer, which was subsequently increased to $596,948 in March 2023, which represents Ms. Stephenson’s foregone cash compensation that she was required to return to her previous employer as a result of joining the Company and a related tax reimbursement. In addition, to compensate Ms. Stephenson for equity compensation that she forfeited upon separating from her prior employer, Ms. Stephenson was granted RSU awards (i) with respect to 8,580 shares, which vested on March 1, 2023, (ii) with respect to 4,932, which vested on March 31, 2024, (iii) with respect to a number of shares equivalent to CHF 125,000 (based on the exchange rate of Swiss francs to U.S. dollars as of November 25, 2022 (i.e., the date on which Ms. Stephenson resigned from her prior employer)), which vested on March 31, 2024, and (iv) with respect to a number of shares equivalent to CHF 500,000 (based on the exchange rate of Swiss francs to U.S. dollars as of November 25, 2022, and increased by 627 shares in March 2023), which are scheduled to vest on March 31, 2025, in each case, subject to Ms. Stephenson’s continued employment through each applicable vesting date. Pursuant to her offer letter, Ms. Stephenson is also eligible for retention bonuses payable in the amounts of $60,400 on May 1, 2025, and $240,000 on May 1, 2026, subject to her remaining our Chief Operating Officer through March 31, 2025, and March 31, 2026, respectively. Cataldo Transition and Separation Agreement In connection with the announcement of his separation, Mr. Cataldo and the Company entered into a Transition and Separation Agreement (the “Cataldo Separation Agreement”), pursuant to which Mr. Cataldo agreed to provide transition services through March 22, 2024 (the period from January 31, 2024, through March 22, 2024, the “Transition Period”). Mr. Cataldo and the Company subsequently entered into an Addendum to the Transition and Separation Agreement (the “Addendum”), pursuant to which Mr. Cataldo agreed to extend the Transition Period to April 30, 2024 (the period from March 22, 2024, through April 30, 2024, the “Amended Transition Period”). During the Transition Period, Mr. Cataldo continued to be paid his base salary and participate in Company benefit plans and his outstanding equity awards continued to vest. He also received a bonus under the 2023 AIP at target individual performance, subject to achievement of the applicable corporate performance metrics. Under the Cataldo Separation Agreement, Mr. Cataldo was also entitled to a transition bonus in the amount of $150,000, subject to his performance during the Transition Period, and an additional $50,000, subject to his performance during the Amended Transition Period, which will be cumulatively paid following the conclusion of the Amended Transition Period. In addition, provided that Mr. Cataldo (i) remains reasonably available to respond to questions concerning Company matters that may arise between April 30, 2024 and his separation; (ii) does not resign from the Company prior to the end of the Amended Transition Period; (iii) abides by the terms set forth in the Cataldo Separation Agreement, and (iv) executes a release of claims in favor of the Company, he will be entitled to receive the following payments and benefits upon his separation from the Company: (a) a lump sum payment equal to 12 weeks of pay; (b) a lump sum payment in respect of his accrued and unused paid time off; (c) the Company will pay the cash replacement value of 3,490 unvested RSUs based on the closing price of the Company’s stock as of market close on Mr. Cataldo’s separation date; (d) subject to Mr. Cataldo electing continuation coverage under COBRA, a lump sum payment to cover six months of such coverage; and (e) up to six months of outplacement services. Any unvested equity awards held by Mr. Cataldo will be forfeited upon his separation from the Company. The benefits provided under the Cataldo Separation Agreement were provided in order to secure Mr. Cataldo’s continued availability given his institutional knowledge, his agreement to the restrictive covenants included in the Cataldo Separation Agreement and a release of claims in favor of the Company. Company-Sponsored Benefit Plans We believe the insurance and retirement benefit plans we sponsor are an important part of fair and reasonable compensation for all of our employees, including our named executive officers. We design these benefit plans to attract and retain a strong employee base, to provide a measure of financial security for our employees and to assist our employees in providing for their own financial security in a manner that recognizes individual needs and preferences. We also provide these programs because we believe that employees who have a plan for health and financial security are better employees. We apply these programs equally to all employees. Our benefit plans consist of an insurance plan that provides health, vision, dental, disability and basic term life insurance coverage and various retirement plans, including a defined-benefit pension plan and a 401(k) plan with a Company match. The pension plan is discussed further under Pension Benefits below. Nonqualified Deferred Compensation The United Fire & Casualty Company Supplemental Executive Retirement and Deferral Plan (“SERP”) permits certain of our executive officers, including Mr. Cataldo, the opportunity to save a portion of their direct compensation for retirement. The SERP also allows the Company to make contributions to participants’ accounts. In 2023, the Company did not make employer contributions to the SERP on behalf of any of the named executive officers. The contributions were intended to recognize the gap between what the selected executives may receive under our tax-qualified retirement plans, which are limited by IRS regulations, and the amounts that would have been deposited in such qualified retirement plans absent such limitations. For amounts deferred after December 31, 2014, (a) any employer contribution made to a participant’s account follows a predetermined vesting schedule and becomes 100% vested upon the participant reaching age 65, death, disability, or a change in control of the Company, and (b) the deferring executive officers may elect to receive their benefits as a lump sum or as annual installments over a 10-year period. As most executives who participated in the SERP have separated from the Company, the Board of Directors has ceased adding new executive officers as SERP participants. Rather, the Compensation Committee believes the United Fire & Casualty Company Supplemental Retirement & Deferral Plan (the “NQDC”) and other executive benefits better align with market trends for executive retirement planning. The SERP and the NQDC are discussed further under Nonqualified Deferred Compensation below. Perquisites We do not rely upon perquisites as a method of providing significant compensation to any of our employees, preferring instead to use direct compensation and incentive plans. We provide only those perquisites that are related to our business or that we believe are necessary to attract and retain key executive personnel. For 2023, we paid country club dues for certain of our named executive officers so they have a club available for business entertainment on our behalf. Perquisites and other personal benefits paid to a named executive officer are reported in the All Other Compensation column of the Summary Compensation Table — 2023.

  47. Named Executive Officers as Shareholders

    (1) Equity ownership targets for Mr. Leidwinger as a Tier 3 executive were calculated as the number of shares equal to four times his base salary on August 22, 2022, divided by the closing price of Company Common Stock on August 22, 2022. Equity ownership targets for Mr. Martin as a Tier 2 executive were calculated as the number of shares equal to one and one-half times his base salary on April 18, 2022, divided by the closing price of Company Common Stock on April 18, 2022. Equity ownership targets for Ms. Stephenson as a Tier 2 executive were calculated as the number of shares equal to one and one-half times her base salary on January 30, 2023, divided by the closing price of Company Common Stock on January 30, 2023. Equity ownership targets for Mr. Cataldo as a Tier 1 executive were calculated as the number of shares equal to his base salary on January 1, 2019, divided by the closing price of our Company Common Stock on December 31, 2018. Equity ownership targets for Mr. Woolstenhulme as a Tier 1 executive were calculated as the number of shares equal to his base salary on August 19, 2022, divided by the closing price of our Company Common Stock on August 19, 2022. (2) Shares held either directly or indirectly and any RSUs (whether vested or unvested) held by the named executive officer are counted toward the target number of shares. Any unexercised stock options or PSUs (whether vested or unvested) held by the named executive officer are not counted toward the target number of shares. The target number of shares is the number of shares to be held by the named executive officer within five years of having a new target guideline set.

  48. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  49. Summary Compensation Table — 2023

    Summary Compensation Table — 2023

  50. Summary Compensation Table — 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Kevin J. Leidwinger President/Chief Executive Officer | 2023 | 750,000 | 309,540 | 1,125,011 | 374,998 | 159,460 | — | 31,288 | 2,750,297 | | | 2022 | 257,813 | 336,563 | 818,210 | 100,942 | — | — | 38,317 | 1,551,845 | | Eric J. Martin EVP/Chief Financial Officer | 2023 | 484,000 | 147,759 | 272,260 | 90,746 | 70,967 | 32,222 | 18,699 | 1,116,653 | | | 2022 | 326,563 | 250,000 | 496,096 | 66,799 | — | — | 15,472 | 1,154,930 | | Julie A. Stephenson EVP/Chief Operating Officer | 2023 | 520,549 | 617,564 | 1,525,818 | 145,247 | 123,654 | — | 234,293 | 3,167,125 | | Robert F. Cataldo VP/Chief Investment and Strategy Officer | 2023 | 408,000 | 67,320 | 152,993 | 51,001 | 34,680 | 49,801 | 22,919 | 786,714 | | | 2022 | 400,000 | — | 149,999 | 49,995 | 100,000 | — | 69,982 | 769,976 | | | 2021 | 375,000 | — | 164,006 | 49,998 | 140,925 | 34,808 | 84,954 | 849,691 | | Micah G. Woolstenhulme SVP/Chief Risk Officer | 2023 | 360,000 | 115,340 | 134,994 | 45,005 | 33,660 | 19,121 | 32,526 | 740,646 | | | 2022 | 300,000 | 50,000 | 281,247 | 43,749 | 75,000 | — | 30,403 | 780,399 | | | 2021 | 230,000 | 50,000 | 293,514 | 43,745 | 86,434 | 67,441 | 53,427 | 824,561 |

  51. Summary Compensation Table — 2023

    (1) Amounts reported in this column represent the discretionary payouts under the 2023 annual performance-based cash award plan. In addition, the amount reported in this column for Ms. Stephenson includes a $377,530 guaranteed bonus granted to her in connection with the commencement of her employment. The amount reported in this column for Messrs. Martin and Woolstenhulme for 2023 includes a retention bonus of $10,000 and $50,000, respectively, subject to their continued employment through April 1, 2023, and March 30, 2023, respectively. (2) Amounts in this column represent the aggregate grant date fair value for PSUs and RSUs, as applicable, granted during 2023, 2022 and 2021. Amounts in this column are calculated in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The grant date fair value for stock awards is measured based on the closing price of our Company Common Stock on the grant date, and the probable satisfaction of the performance conditions for the PSU awards as of the date of grant. Assuming the highest level of performance is achieved for the 2023 PSUs, the maximum value of amounts in this column at the grant date would be as follows: Mr. Leidwinger, $1,125,011; Mr. Martin, $272,260; Ms. Stephenson, $435,730; Mr. Cataldo, $153,008; and Mr. Woolstenhulme, $134,994. The values shown have not been adjusted to reflect that these units are subject to forfeiture. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Amounts in this column represent the aggregate grant date fair value for options granted during 2023, 2022, and 2021. Amounts in this column are calculated in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. To calculate the option amounts we use the Black-Scholes option pricing model. This model estimates the fair value of traded options, which have different characteristics than employee stock options. Changes to the subjective assumptions used in the model can result in materially different fair value estimates. The values shown have not been adjusted to reflect that these units are subject to forfeiture. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2023. All employees are eligible to participate in our annual performance-based cash award plan if they are in our employ at the time the cash awards for that year are paid. The amounts shown in this column are those amounts earned by the executive for the year shown. These amounts were determined and paid in the subsequent year. For example, any non-equity incentive plan awards shown for 2023 were earned in 2023 but determined and paid in 2024. (5) The 2023 amount in this column reflects the change in pension value under the United Pension Plan that is described further in the Pension Benefits section and above market earnings under the Company’s nonqualified deferred compensation plan. There were no above market deferred compensation earnings for any named executive officers in 2023. (6) All Other Compensation for 2023 includes:

  52. Summary Compensation Table — 2023

    | Name | Registrant Contributions to SERP ($) | Matching Contributions to 401(k) Plan ($) | Perquisites and Other Personal Benefits ($)(a) | Tax Reimbursement ($)(b) | Total ($) | | Kevin J. Leidwinger | — | 12,200 | 19,088 | — | 31,288 | | Eric J. Martin | — | 11,250 | 7,449 | — | 18,699 | | Julie A. Stephenson | — | 12,200 | 2,675 | 219,418 | 234,293 | | Robert F. Cataldo | — | 11,250 | 11,669 | — | 22,919 | | Micah G. Woolstenhulme | — | 11,250 | — | 21,276 | 32,526 |

  53. Summary Compensation Table — 2023

    (a) For Mr. Leidwinger, the amount shown for perquisites and other personal benefits consists of country club dues paid on his behalf and the incremental costs associated with his personal use of corporate aircraft. For Mr. Martin, the amount shown for perquisites and other personal benefits consists of country club dues paid on his behalf. For Ms. Stephenson, the amount shown for perquisites and other personal benefits consists of country club dues paid on her behalf. For Mr. Cataldo, the amount shown for perquisites and other personal benefits consists of country club dues paid on his behalf. Mr. Woolstenhulme did not have any perquisites in 2023. (b) For Ms. Stephenson, the tax reimbursement relates to the cash bonus that was paid to her to compensate her for compensation she forfeited upon separating from her prior employer. For Mr. Woolstenhulme, the tax reimbursement relates to his retention bonus.

  54. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table details the grants of plan-based awards to our named executive officers in 2023 under the AIP and the United Fire Group, Inc. 2021 Stock and Incentive Plan, as applicable.

  55. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of shares of stock or units (#) | All Other Option Awards: Number of securities underlying options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Approval Date | Threshold ($)(1) | Target ($)(2) | Maximum ($)(3) | Threshold (#)(4) | Target (#) | Maximum (#) | | | | | | Kevin J. Leidwinger(15) | 2/24/2023(6) | 2/24/2023 | — | — | — | — | — | — | — | 33,646 | 28.39 | 374,998 | | | 2/24/2023(7) | 2/24/2023 | — | — | — | — | — | — | 13,209 | — | — | 375,004 | | | 2/24/2023(8) | 2/24/2023 | — | — | — | 6,604 | 26,418 | 39,627 | — | — | — | 750,007 | | | —(9) | — | 117,118 | 937,500 | 1,406,250 | — | — | — | — | — | — | — | | Eric J. Martin(15) | 2/24/2023(6) | 2/24/2023 | — | — | — | — | — | — | — | 8,142 | 28.39 | 90,746 | | | 2/24/2023(7) | 2/24/2023 | — | — | — | — | — | — | 3,197 | — | — | 90,763 | | | 2/24/2023(8) | 2/24/2023 | — | — | — | 1,598 | 6,393 | 9,590 | — | — | — | 181,497 | | | —(9) | — | 45,375 | 363,000 | 544,500 | — | — | — | — | — | — | — |

  56. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of shares of stock or units (#) | All Other Option Awards: Number of securities underlying options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Approval Date | Threshold ($)(1) | Target ($)(2) | Maximum ($)(3) | Threshold (#)(4) | Target (#) | Maximum (#) | | | | | | Julie A. Stephenson | 2/24/2023(6) | 2/24/2023 | — | — | — | — | — | — | — | 13,032 | 28.39 | 145,247 | | | 2/24/2023(7) | 2/24/2023 | — | — | — | — | — | — | 5,116 | — | — | 145,243 | | | 2/24/2023(8) | 2/24/2023 | — | — | — | 2,558 | 10,232 | 15,348 | — | — | — | 290,486 | | | 1/30/2023(10) | 1/3/2023 | — | — | — | — | — | — | 6,730 | — | — | 206,948 | | | 1/30/2023(11) | 1/3/2023 | — | — | — | — | — | — | 3,831 | — | — | 117,803 | | | 1/30/2023(11) | 1/3/2023 | — | — | — | — | — | — | 4,302 | — | — | 132,287 | | | 1/30/2023(12) | 1/3/2023 | — | — | — | — | — | — | 17,208 | — | — | 529,146 | | | 3/1/2023(10) | 3/1/2023 | — | — | — | — | — | — | 1,850 | — | — | 53,724 | | | 3/1/2023(11) | 3/1/2023 | — | — | — | — | — | — | 1,101 | — | — | 31,973 | | | 3/1/2023(12) | 3/1/2023 | — | — | — | — | — | — | 627 | — | — | 18,208 | | | —(9) | — | 79,063 | 632,500 | 1,265,000 | — | — | — | — | — | — | — | | Robert F. Cataldo | 2/24/2023(6) | 2/24/2023 | — | — | — | — | — | — | — | 4,576 | 28.39 | 51,001 | | | 2/24/2023(7) | 2/24/2023 | — | — | — | — | — | — | 1,796 | — | — | 50,988 | | | 2/24/2023(8) | 2/24/2023 | — | — | — | 898 | 3,593 | 5,390 | — | — | — | 102,005 | | | —(9) | — | 25,500 | 204,000 | 306,000 | — | — | — | — | — | — | — | | Micah G. Woolstenhulme | 2/24/2023(6) | 2/24/2023 | — | — | — | — | — | — | — | 4,038 | 28.39 | 45,005 | | | 2/24/2023(7) | 2/24/2023 | — | — | — | — | — | — | 1,585 | — | — | 44,998 | | | 2/24/2023(8) | 2/24/2023 | — | — | — | 792 | 3,170 | 4,755 | — | — | — | 89,996 | | | —(9) | — | 22,500 | 180,000 | 270,000 | — | — | — | — | — | — | — |

  57. 2023 Grants of Plan-Based Awards

    We estimate the amounts shown in this column by assuming the achievement of the threshold level for the least-weighted performance measure used in our AIP and by multiplying 2023 base salary by 15.625% for Mr. Leidwinger; 9.375% for Mr. Martin; 13.75% for Ms. Stephenson; 6.25% for Mr. Cataldo; and 6.25% for Mr. Woolstenhulme. (2) We estimate the amounts shown in this column by assuming the achievement of target levels for all applicable performance measures used in our AIP and by multiplying 2023 base salary by 125% for Mr. Leidwinger; 60% for Mr. Martin; 110% for Ms. Stephenson; 50% for Mr. Cataldo; and 50% for Mr. Woolstenhulme. (3) We estimate the amounts shown in this column by assuming the achievement of maximum levels for all applicable performance measures used in our AIP and by multiplying 2023 base salary by 187.5% for Mr. Leidwinger; 112.5% for Mr. Martin; 220% for Ms. Stephenson; 75% for Mr. Cataldo; and 75% for Mr. Woolstenhulme. (4) We estimate the amounts shown in this column by assuming the achievement of the threshold level for only one of the two equal-weighted performance measures under our 2023 PSUs. Amounts in this column represent the aggregate grant date fair value for stock options, RSUs and PSUs granted during 2023, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. To calculate the option amounts, we use the Black-Scholes option pricing model. This model estimates the fair value of traded options, which have different characteristics than employee stock options. Changes to the subjective assumptions used in the model can result in materially different fair value estimates. The grant date fair value for RSU and PSU awards is measured based on the closing price of our Company Common Stock on the grant date and the probable satisfaction of the performance conditions for the PSU awards as of the date of grant. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Represents option awards that are scheduled to vest one-third each year for three years beginning with the first anniversary of the grant date, provided the named executive officer remains employed through the applicable vesting date. (7) Represents a grant of RSUs that are scheduled to vest in full on the third anniversary of the grant date, provided the named executive officer remains employed through the vesting date. (8) Represents PSUs that are scheduled to vest on the third anniversary of the grant date only if and to the extent the Company achieves performance goals relating to Adjusted ROE and GAAP Combined Ratio over the 2023-2025 performance period. (9) There is no specific grant date for awards under our AIP. We paid awards based on our 2023 performance during the first quarter of 2024. Please see Compensation Discussion and Analysis in this proxy statement for further information regarding the AIP. Actual amounts paid to each named executive officer under our AIP for 2023 are shown in the Summary Compensation Table — 2023 in this proxy statement and were calculated based on each individual’s base salary for 2023. (10) Represents RSUs granted to Ms. Stephenson in connection with her commencement of employment with us, which vested on March 1, 2023. Additional shares were granted on March 1, 2023, to correct the conversion rate (from Swiss francs to U.S. Dollars) on the January 30, 2023 grant. (11) Represents RSUs granted to Ms. Stephenson in connection with her commencement of employment with us, which vested 100% on March 31, 2024, subject to her continued employment through the vesting date. Additional shares were granted on March 1, 2023, to correct the conversion rate (from Swiss francs to U.S. Dollars) on the January 30, 2023 grant. (12) Represents RSUs granted to Ms. Stephenson in connection with her commencement, which are scheduled to vest 100% on March 31, 2025, subject to her continued employment through the vesting date. Additional shares were granted on March 1, 2023, to correct the conversion rate (from Swiss francs to U.S. Dollars) on the January 30, 2023 grant.

  58. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table details the outstanding equity awards held by each of our named executive officers as of December 31, 2023.

  59. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Kevin J. Leidwinger | 8/22/2022(2) | 3,245 | 6,491 | 29.45 | 8/22/2032 | — | — | — | — | | | 8/22/2022(3) | — | — | — | — | — | — | 6,855 | 137,923 | | | 8/22/2022(4) | — | — | — | — | 5,833 | 17,360 | — | — | | | 8/22/2022(5) | — | — | — | — | 3,428 | 68,971 | — | — | | | 2/24/2023(2) | — | 33,646 | 28.39 | 2/24/2033 | — | — | — | — | | | 2/24/2023(6) | — | — | — | — | — | — | 26,418 | 531,530 | | | 2/24/2023(5) | — | — | — | — | 13,209 | 265,765 | — | — |

  60. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Eric J. Martin | 4/18/2022(2) | 2,043 | 4,087 | 29.57 | 4/18/2032 | — | — | — | — | | | 4/18/2022(7) | — | — | — | — | — | — | 4,518 | 90,902 | | | 4/18/2022(8) | — | — | — | — | 4,000 | 80,480 | — | — | | | 4/18/2022(5) | — | — | — | — | 2,259 | 45,451 | — | — | | | 2/24/2023(2) | — | 8,142 | 28.39 | 2/24/2033 | — | — | — | — | | | 2/24/2023(6) | — | — | — | — | — | — | 6,393 | 128,627 | | | 2/24/2023(5) | — | — | — | — | 3,197 | 64,324 | — | — | | Julie A. Stephenson | (9) | — | — | — | — | 27,069 | 544,628 | — | — | | | 2/24/2023(2) | — | 13,032 | 28.39 | 2/24/2033 | — | — | — | — | | | 2/24/2023(6) | — | — | — | — | — | — | 10,232 | 205,868 | | | 2/24/2023(5) | — | — | — | — | 5,116 | 102,934 | — | — | | Robert F. Cataldo | 2/21/2014 | 1,500 | — | 29.61 | 2/21/2024 | — | — | — | — | | | 2/20/2015 | 2,000 | — | 29.12 | 2/20/2025 | — | — | — | — | | | 5/16/2018 | 2,681 | — | 52.16 | 5/16/2028 | — | — | — | — | | | 2/15/2019 | 2,892 | — | 54.26 | 2/15/2029 | — | — | — | — | | | 2/19/2021(2) | 2,473 | 1,237 | 29.43 | 2/19/2031 | — | — | — | — | | | 2/19/2021(10) | — | — | — | — | 3,398 | 68,368 | — | — | | | 2/19/2021(5) | — | — | — | — | 1,699 | 34,184 | — | — | | | 2/18/2022(2) | 1,592 | 3,186 | 29.51 | 2/18/2032 | — | — | — | — | | | 2/18/2022(11) | — | — | — | — | — | — | 3,389 | 68,187 | | | 2/18/2022(5) | — | — | — | — | 1,694 | 34,083 | — | — | | | 2/24/2023(2) | — | 4,576 | 28.39 | 2/24/2033 | — | — | — | — | | | 2/24/2023(6) | — | — | — | — | — | — | 3,593 | 72,291 | | | 2/24/2023(5) | — | — | — | — | 1,796 | 36,136 | — | — | | Micah G. Woolstenhulme | 5/20/2020 | 5,345 | — | 26.68 | 5/20/2030 | — | — | — | — | | | 2/19/2021(2) | 2,164 | 1,082 | 29.43 | 2/19/2031 | — | — | — | — | | | 2/19/2021(10) | — | — | — | — | 2,973 | 59,817 | — | — | | | 2/19/2021(5) | — | — | — | — | 1,487 | 29,918 | — | — | | | 5/19/2021(5) | — | — | — | — | 4,627 | 93,095 | — | — | | | 2/18/2022(2) | 1,393 | 2,788 | 29.51 | 2/18/2032 | — | — | — | — | | | 2/18/2022(11) | — | — | — | — | — | — | 2,965 | 59,656 | | | 2/18/2022(5) | — | — | — | — | 1,483 | 29,838 | — | — | | | 5/18/2022(12) | — | — | — | — | 4,763 | 95,832 | — | — | | | 2/24/2023(2) | — | 4,038 | 28.39 | 2/24/2033 | — | — | — | — | | | 2/24/2023(6) | — | — | — | — | — | — | 3,170 | 63,780 | | | 2/24/2023(5) | — | — | — | — | 1,585 | 31,890 | — | — |

  61. Outstanding Equity Awards at 2023 Fiscal Year-End

    The market value of shares or units of stock that have not vested reflects a stock price of $20.12, our closing stock price on December 29, 2023, the last trading day of 2023. (2) These options vest in three equal installments on each of the first three anniversaries of the grant date, subject to the named executive officer’s continued employment through each such vesting date. (3) These PSUs granted on August 22, 2022, will vest on August 22, 2025, and have a guaranteed minimum vesting level equal to target per the terms of the awards. These RSUs vested with respect to 5,833 shares on December 31, 2023, and will vest with respect to 5,833 shares on December 31, 2024, subject to Mr. Leidwinger’s continued employment through each such vesting date. These RSUs cliff vest on the third anniversary of the grant date, subject to the named executive officer’s continued employment through such vesting date. (6) These PSUs granted on February 24, 2023, will vest on February 24, 2026, and are reported assuming target achievement. (7) These PSUs granted on April 18, 2022, will vest on April 18, 2025, and are reported assuming target achievement. (8) These RSUs vested 60% on the one-year anniversary of Mr. Martin’s start date and the remaining 40% will vest on the two-year anniversary of his start date, subject to his continued employment through each vesting date. (9) These RSUs vested with respect to 9,234 shares on March 31, 2024, and will vest as to 17,835 shares on March 31, 2025, subject to Ms. Stephenson’s continued employment through such vesting date. (10) These PSUs granted February 19, 2021, vested on February 19, 2024, and are reported based on actual performance through December 31, 2023. (11) These PSUs granted February 18, 2022, will vest on February 18, 2025, and are reported assuming target achievement. (12) These RSUs granted May 18, 2022, will vest on May 18, 2025, subject to Mr. Woolstenhulme’s continued employment through the vesting date.

  62. 2023 Option Exercises and Stock Award Vesting

    2023 Option Exercises and Stock Award Vesting The following table represents the number and value of shares acquired by our named executive officers through the exercise of options and vesting of stock awards during fiscal year 2023.

  63. 2023 Option Exercises and Stock Award Vesting

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired Upon Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Kevin J. Leidwinger | — | — | 5,833 | 117,360 | | Eric J. Martin | — | — | 6,000 | 164,160 | | Julie A. Stephenson | — | — | 8,580 | 249,163 | | Robert F. Cataldo | — | — | 1,969 | 55,851 | | Micah G. Woolstenhulme | — | — | — | — |

  64. Pension Benefits

    Pension Benefits All our employees who are 21 years of age and older automatically participate in our defined-benefit pension plan after completing one year of employment and 1,000 hours of service. When eligibility criteria are met, the employee participates in the plan on the next January 1 or July 1. Employees become 100% vested in the plan after completing three years of service. Effective July 1, 2021, the Company amended the defined-benefit pension plan to convert it from a traditional pension plan with a benefits formula based on annual compensation and years of service to a “cash balance” defined-benefit plan. Participants retained all benefits previously accrued under the traditional pension benefit formula. Prior to July 1, 2021, plan benefits equaled 1.25% of an employee’s five-year average annual compensation, plus 0.5% of average annual compensation in excess of covered compensation, multiplied by the lesser of years of service or 35 years. Effective July 1, 2021, plan benefits equal 4.0%-7.0% of the participant’s annual compensation for the plan year plus 2.0%-3.5% of the participant’s compensation in excess of covered compensation, in each case, depending on the participant’s years of service. Participants are credited with interest on their balances under the plan at the greater of 2% or the discount rate on the yield of 30-year Treasury securities. Covered compensation is determined by reference to the Social Security taxable wage base. Average annual compensation means annual compensation, averaged over the period of five consecutive years of service that produces the highest average. The pension plan uses only salary to determine the average annual compensation. Under federal law, for 2023 the maximum compensation that could be considered for determining benefits was $330,000. The normal form of payment under the pension plan is a joint and 50% survivor annuity for a participant who is married on the annuity starting date and a life annuity for a participant who is unmarried on the annuity starting date. Participants may elect to receive a monthly pension over the participant’s life or a term of up to 20 years or, if the actuarial equivalent of the annuity is $50,000 or less, in the form of a lump sum cash payment. The amount of monthly pension benefits varies depending upon the form of payment elected by the participant, but the payments are in each case the actuarial equivalent of the normal form of payment. Distributions will be in the form of a lump-sum cash payment for vested participant balances of $50,000 or less. Assets of the pension plan belong to the Company and are not taxable to the employee until paid as a benefit. Such assets are subject to a substantial risk of forfeiture until vested by the employee. Normal retirement age under the pension plan is 65, which is the earliest time a participant may retire under the pension plan without any benefit reduction due to age. The earliest age a participant may retire under the plan and still receive benefits is age 55. Participants electing early retirement with at least 20 years of service receive a reduction in benefits of 6% for each year the participant retires after age 55 and before age 60, and a reduction in benefits of 4% for each year the participant retires after age 60 and before age 65. If a participant elects early retirement with less than 20 years of service to us, then the participant’s reduction in benefits is based on an actuarial calculation. None of our named executive officers are currently eligible for early retirement under our pension plan. The following table reports the present value of the annual defined benefit payable for each named executive officer under our pension plan. The present value is based on the retirement benefit formula for the compensation levels and years of service of those officers. As of December 31, 2023, Mr. Leidwinger and Ms. Stephenson had not yet satisfied the service requirements to participate in the pension plan.

  65. Pension Benefits — 2023

    Pension Benefits — 2023

  66. Pension Benefits — 2023

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year ($) | | Kevin J. Leidwinger | United Pension Plan | 0 | — | — | | Eric J. Martin | United Pension Plan | 1 | 32,222 | — | | Julie A. Stephenson | United Pension Plan | 0 | — | — | | Robert F. Cataldo | United Pension Plan | 12 | 317,988 | — | | Micah G. Woolstenhulme | United Pension Plan | 4 | 69,165 | — |

  67. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Restoration Benefit Credit Plan, which is our supplemental executive retirement plan (“SERP”), permits certain of our executive officers, including our named executive officers, the opportunity to save a portion of their direct compensation for retirement. Executives must make a deferral election in the year prior to the beginning of the earnings period. For performance-based cash bonuses, participants may make elections up to six months prior to the end of the performance period. Newly eligible executives have 30 days to enroll in the plan once they become eligible to participate. For amounts deferred on or prior to December 31, 2014, (a) we pay the deferred amounts to the deferring executive officer upon termination of employment for any reason after the executive reaches age 591∕2, and (b) the deferring executive officer receives the benefits in monthly installments adjusted for gains or losses over a 10-year period. For amounts deferred after December 31, 2014, (a) any employer contribution made to a participant’s account follows a predetermined vesting schedule and becomes 100% vested upon the participant reaching age 65, death, disability, or change in control of the Company, and (b) the deferring executive officers may elect to receive their benefits as a lump sum or as annual installments over a 10-year period. The SERP also allows the Company to make contributions to participants’ accounts. In 2023, the Company did not make employer contributions to the SERP on behalf of any of the named executive officers. As most participants in the SERP have separated from the Company, the Board of Directors has ceased adding new participants. Instead, the Board of Directors believes the NQDC, described below, paired with other executive benefits such as the LTIP, competitively align with market trends for executive retirement planning. The NQDC is a non-qualified deferred compensation plan made available to management, including our named executive officers. Employees participating in the NQDC may elect to defer a portion of their salary, of which the contribution and earnings are immediately vested at 100%. Notional interest is credited to each participant’s deferred account which will be distributed in predetermined installments commencing upon his or her separation from service or paid in a lump sum upon his or her death or a termination of employment upon a change in control of the Company. Participant deferrals are 100% vested immediately. If the executive officer dies or becomes disabled while employed by us, we will pay the plan benefits as directed by that executive officer. The SERP and NQDC allow participants to utilize in-service distributions to satisfy short-term savings goals. Participants can create these in-service payable accounts at the time of initial enrollment or at re-enrollment. The amounts deferred are subject to our creditors. The following table provides information about the participation by each of our named executive officers in the SERP and the NQDC. Messrs. Leidwinger, Martin and Woolstenhulme and Ms. Stephenson do not participate in the SERP.

  68. Nonqualified Deferred Compensation — 2023

    Nonqualified Deferred Compensation — 2023

  69. Nonqualified Deferred Compensation — 2023

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Kevin J. Leidwinger | | | | | | | SERP | — | — | — | — | — | | NQDC | 45,000 | — | 3,812 | — | 48,812 | | Eric J. Martin | | | | | | | SERP | — | — | — | — | — | | NQDC | 48,400 | — | 5,135 | — | 53,535 | | Julie A. Stephenson | | | | | | | SERP | — | — | — | — | — | | NQDC | 31,625 | — | 2,126 | — | 33,751 | | Robert F. Cataldo | | | | | | | SERP | — | — | 22,554 | — | 121,286 | | NQDC | — | — | 4,207 | — | 20,949 | | Micah G. Woolstenhulme | | | | | | | SERP | — | — | — | — | — | | NQDC | 14,700 | — | 4,260 | — | 32,146 |

  70. Nonqualified Deferred Compensation — 2023

    (1) All amounts reported in this column were reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table — 2023 in this proxy statement. (2) The amounts reported in this column do not include any above-market earnings. (3) Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table as compensation for 2022 and 2021, respectively: Mr. Leidwinger — $0, $0; Mr. Martin — $0, $0; Ms. Stephenson — $0, $0; Mr. Cataldo — $46,875, $65,625; and Mr. Woolstenhulme — $11,739, $0.

  71. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Change in Control Severance Agreements The Company has entered into Change in Control Severance Agreements with each of the named executive officers other than Mr. Woolstenhulme, who is not party to any agreements or arrangements with the Company entitling him to severance payments or benefits. These agreements, among other things, provide for: (1) an 18-month non-competition agreement and (2) in the event of both a change in control and termination of employment by the Company without cause or by the named executive officer for good reason: (a) a severance benefit payable to the named executive officer in an amount equal to 1.5 times the sum of his or her highest annual base salary in effect during the 12-month period prior to his or her termination date plus his or her target annual incentive compensation (or, if higher, the average of the annual bonuses earned by the named executive officer in respect of the three fiscal years of the Company immediately preceding the fiscal year in which the change in control occurs); (b) the continuation of certain insurance benefits for a period of 18 months; (c) the full vesting of each long-term incentive award held by the named executive officer, with any performance measures deemed satisfied at the target level; and (d) certain outplacement benefits. The Compensation Committee believes that these agreements help accomplish the Company’s compensation objectives of attracting and retaining superior talent through competitive compensation. The Compensation Committee also believes that it is appropriate to provide our named executive officers with the protections afforded by these agreements and that these agreements promote management independence and help retain and focus the named executive officers in the event of a change in control. Upon termination of employment for any reason, our named executive officers will also receive compensation and benefits pursuant to our pension plan and deferred compensation plans. Such plans and arrangements do not discriminate in scope, terms, or operation in favor of our named executive officers. Our named executive officers are vested in the benefits available under these plans (specifically excluding the SERP), and therefore do not receive any enhanced benefit as a result of any termination or change in control. Stephenson Severance Benefit Agreement In addition to her Change in Control Severance Agreement, Ms. Stephenson is also party to a Severance Benefit Agreement, which provides that, if Ms. Stephenson’s employment is terminated by the Company without cause (as defined in the Severance Benefit Agreement) prior to January 30, 2025, then, subject to her execution and non-revocation of a release of claims, she will be entitled to (i) a cash payment equal to the sum of (A) her annual base salary, plus (B) her target bonus under the AIP, payable, in the Company’s discretion, as a lump sum or in equal installments over a one-year period ($1,207,500); (ii) reimbursement of the cost of continued health insurance benefits for Ms. Stephenson and her family for a period of 18 months ($26,549); and (iii) a pro-rated bonus under the AIP for the year in which the termination occurs, based on actual performance ($353,972). Cataldo Transition and Separation Agreement As described above, in connection with the announcement of his separation, Mr. Cataldo and the Company entered into the Cataldo Separation Agreement and associated Addendum, pursuant to which Mr. Cataldo agreed to provide transition services through April 30, 2024. During the Transition Period and Amended Transition Period, Mr. Cataldo continued to be paid his base salary and participate in Company benefit plans and his outstanding equity awards continued to vest. He also received a bonus under the 2023 AIP at target individual performance, subject to achievement of the applicable corporate goals ($102,000). Under the Cataldo Separation Agreement, Mr. Cataldo was also entitled to a transition bonus in the amount of $150,000, subject to his performance during the Transition Period, and an additional $50,000, subject to his performance during the Amended Transition Period, which will be cumulatively paid following the conclusion of the Amended Transition Period. In addition, provided that Mr. Cataldo (i) remains reasonably available to respond to questions concerning Company matters that may arise between April 30, 2024 and his separation; (ii) does not resign from the Company prior to the end of the Amended Transition Period, (iii) abides by the terms set forth in the Cataldo Separation Agreement and Addendum, and (iv) executes a release of claims in favor of the Company, he will be entitled to receive the following payments and benefits upon his separation from the Company: (a) a lump sum payment equal to 12 weeks of pay ($94,154); (b) a lump sum payment in respect of his accrued and unused paid time off ($48,858); (c) the Company will pay the cash replacement value of 3,490 unvested RSUs based on the closing price of the Company’s stock as of market close on Mr. Cataldo’s separation date (estimated value of $70,219), based on the closing stock price as of December 29, 2023); (d) subject to Mr. Cataldo electing continuation coverage under COBRA, a lump sum payment to cover six months of such coverage ($11,423); and (e) up to six months of outplacement services ($1,500). Any unvested equity awards held by Mr. Cataldo will be forfeited upon his separation from the Company. The Cataldo Transition and Separation Agreement also includes confidentiality, non-disclosure and non-disparagement covenants and a 12-month non-solicitation covenant. The information in the following tables describes the compensation that would be payable under specific circumstances if our named executive officers’ employment had terminated on December 31, 2023:

  72. Potential Payments Upon Termination or Change In Control — 2023(1)

    Potential Payments Upon Termination or Change In Control — 2023(1)

  73. Potential Payments Upon Termination or Change In Control — 2023(1)

    | Name | Death or Retirement ($)(2) | Disability ($) | Change in Control ($)(3) | Termination for Cause ($) | Change in Control With Termination ($)(4)(5) | | Kevin J. Leidwinger | 1,590,549 | 1,121,549 | 1,121,549 | — | 5,102,610 | | Eric J. Martin | 618,510 | 409,784 | 409,784 | — | 2,295,321 | | Julie A. Stephenson | 1,217,118 | 853,430 | 853,430 | — | 3,596,168 | | Robert F. Cataldo | 415,249 | 313,249 | 313,249 | — | 1,579,497 | | Micah G. Woolstenhulme(5) | 562,826 | 463,826 | 463,826 | — | 1,597,853 |

  74. Potential Payments Upon Termination or Change In Control — 2023(1)

    (1) Please see “Stephenson Severance Benefit Agreement” above for a description and quantification of severance benefits that would be payable to Ms. Stephenson in the event she is terminated by the Company without cause prior to January 30, 2025. (2) As of December 31, 2023, none of the named executive officers have achieved normal retirement age under our benefit plans. The figures in this column assume the accelerated vesting by the Board of Directors of all unvested stock options, RSUs and PSUs, as applicable. For the purposes of this table, we have assumed accelerated vesting of the PSUs at target. (3) Under their existing Change in Control Severance Agreements, the named executive officers are entitled to payment only if their employment is terminated by any reason other than a Nonqualifying Termination. Nonqualifying Termination is defined to include (a) by the Company for cause, (b) by the named executive officer for reason other than a good reason, (c) the named executive officer’s death, and (d) by the Company due to the executive’s absence from the executive’s duties with the Company on a full-time basis for a period of 180 consecutive days as a result of the executive’s incapacity due to physical or mental illness. The figures in this column assume the accelerated vesting by the Board of Directors of all unvested stock options, RSUs and PSUs, as applicable. For the purposes of this table, we have assumed accelerated vesting of the PSUs at target. (4) Per their existing Change in Control Severance Agreements, the amounts reported in this column as separation compensation for the named executive officers equal the sum of (i) 1.5 times the sum of the executive’s highest annual base salary and target annual incentive compensation (or, if higher, the average of the annual bonuses earned by the named executive officer in respect of the three fiscal years of the Company immediately preceding the fiscal year in which the change in control occurs), (ii) the named executive officer’s target annual bonus, prorated based on the termination date, and (iii) the value attributable to the accelerated vesting of all unvested stock options, RSUs and PSUs, as applicable. (5) Under the terms of the existing Change in Control Severance Agreements for the named executive officers, if the payments and benefits they are entitled to receive under these agreements would result in the payment of the excise tax imposed by Section 4999 of the Internal Revenue Code, then their payments and benefits may be subject to reduction. Under their agreements, change in control payments and benefits are reduced by the minimum amount necessary to avoid federal excise tax, if the reduction would result in the named executive officers receiving a higher net after-tax amount. The amounts in this column do not reflect the application of any reduction in payment or benefit according to the terms of the Change in Control Severance Agreements. (5) While Mr. Woolstenhulme does not have a Change in Control Severance Agreement, values are included for death, disability and change in control as if such agreement were in place. In general, we do not make a payment to a participant in our AIP for a particular year unless the participant is employed by us on the date incentive payments are made, typically in March of the following year. In the case of death or retirement, and at the discretion of our Chairman of the Board and our Chief Executive Officer, we will pay an AIP payment to a participant prorated to the date of death or retirement. Amounts shown for death and retirement assume our Chairman of the Board and our Chief Executive Officer exercised their discretion to make the payment. The Change in Control Severance Agreements in place for named executive officers state that in the event of a termination of employment by the Company without cause or by the named executive officer for good reason, they will be paid an amount equal to their target payment under our AIP for the year in which the termination occurs, prorated to the date of termination. In this case, termination is presumed to occur on December 31, 2023. Upon termination of employment due to death or retirement, the Board of Directors may, at its discretion, accelerate the vesting of any unvested option awards. In addition, under the terms of the option award agreements, the vesting of unvested stock options will accelerate upon a change in control. Amounts shown are calculated using the fair market value of the stock underlying in-the-money options that would have become exercisable on December 31, 2023, assuming that the Board of Directors accelerated the vesting of all unvested options. Upon termination of employment due to death, retirement or disability or a change in control not involving termination, the Board of Directors may, at its discretion, accelerate the vesting of any unvested RSU or PSU awards. Amounts shown assume a voluntary acceleration of vesting by the Board of Directors, with PSUs assumed to be accelerated at target. The Change in Control Severance Agreements for the named executive officers provide for the continuation of medical, accident, disability, and life insurance benefits with respect to the named executive officer and his/her dependents for a period of 18 months following a change in control at substantially the same level that existed immediately prior to the change in control. The amounts shown for the named executive officers reflect the cost of these benefits as they existed on December 31, 2023. The Change in Control Severance Agreements for the named executive officers provide for outplacement services for a period of 12 months following a change in control. The cost to the Company of these outplacement services is capped for each executive at $15,000.

  75. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Kevin J. Leidwinger, our President and Chief Executive Officer as of December 31, 2023. The median of the annual total compensation of all our employees, excluding Kevin J. Leidwinger, was $99,544 in 2023, calculated in accordance with the Summary Compensation Table rules. To identify the median employee, we compiled total cash compensation identified in our payroll records, excluding equity awards, for all full-time, part-time, temporary and seasonal employees employed as of December 31, 2023. We selected total cash compensation as it reflects the principal form of compensation delivered to all our employees. Further, we annualized cash compensation (other than bonus awards) for permanent full- and part-time employees who were not employed for all of 2023. The annual total compensation of Kevin J. Leidwinger for the purpose of this disclosure is $2,750,297. Based on this information, for 2023 the ratio of the annual total compensation of Mr. Leidwinger, our President and Chief Executive Officer, to the median of the annual total compensation of all employees is estimated to be 28 to 1.

  76. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  77. Pay Versus Performance Table

    Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020. In determining the “compensation actually paid” (CAP) to our named executive officers, SEC rules require us to make various adjustments to amounts reported in the Summary Compensation Table because the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values reported in our Summary Compensation Table, as well as the adjusted values required in this section by SEC rules. As identified in the footnotes to the table, the determination of CAP includes adjustments to reflect, among other things, period-to-period changes in the accounting value of unvested equity awards. Accordingly, such amounts do not reflect the value of compensation actually delivered to or received in the period reported in the table.

  78. Pay Versus Performance Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (j) | (k) | (j) | | (k) | | Year(1) | Summary Compensation Table Total for Current PEO ($)(2) | Summary Compensation Table Total for Former PEO ($)(2) | Compensation Actually Paid to Current PEO ($)(3) | Compensation Actually Paid to Former PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based on:(4) | | Net Income ($000s) | | Adjusted ROE (%)(6) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | | 2023 | $2,750,297 | N/A | $1,740,613 | N/A | $1,452,785 | $1,037,819 | $51.49 | $113.36 | -$ | 29,689 | -3.8% | | 2022 | $1,551,845 | $1,739,780 | $1,562,931 | $1,468,766 | $825,850 | $838,313 | $68.01 | $107.31 | | 15,031 | 3.0% | | 2021 | N/A | $2,387,206 | N/A | $2,678,683 | $865,170 | $802,746 | $56.44 | $118.13 | | 80,594 | 7.2% | | 2020 | N/A | $2,118,816 | N/A | $686,264 | $1,075,628 | $475,102 | $59.76 | $100.89 | -$ | 112,706 | -13.4% |

  79. Pay Versus Performance Table

    (1) The Principal Executive Officer (“PEO”) and named executive officers for the applicable years were as follows:

  80. Pay Versus Performance Table

    | Year | Current PEO | Former PEO | Non-PEO NEOs | | 2023 | Kevin J. Leidwinger | | Julie A. Stephenson; Eric J. Martin; Robert F. Cataldo; and Micah Woolstenhulme | | 2022 | Kevin J. Leidwinger | Randy A. Ramlo | Eric J. Martin; Robert F. Cataldo; Jeremy J. Bahl; Micah Woolstenhulme; Randy L. Patten; and Michael T. Wilkins | | 2021 | | Randy A. Ramlo | Michael T. Wilkins; Randy L. Patten; Robert F. Cataldo; Micah Woolstenhulme; and Dawn M. Jaffray | | 2020 | | Randy A. Ramlo | Michael T. Wilkins; Dawn M. Jaffray; Robert F. Cataldo; and Neal R. Scharmer |

  81. Pay Versus Performance Table

    (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Messrs. Leidwinger and Ramlo and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s named executive officers reported for the applicable year other than the PEOs for such years. To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Messrs. Leidwinger and Ramlo and for the average of the other named executive officers is set forth following the footnotes of this table. Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not necessarily indicative of future stock price performance. (5) The TSR Peer Group consists of Standard & Poor’s 600 Property and Casualty Index. This is the same industry index used for purposes of the Company’s stock price performance graph in its Annual Report to stockholders. (6) As noted in the CD&A for 2023 the Compensation Committee determined that Adjusted ROE continues to be viewed as a core driver of the Company’s performance and stockholder value creation and, accordingly, was utilized as a component in both the 2023 AIP and 2023 PSUs. Adjusted ROE is our return-on-equity, calculated in accordance with GAAP, excluding the impact of market value changes on investments.

  82. Pay Versus Performance Table

    | | 2020 | | | | 2021 | | | | 2022 | | | | | | 2023 | | | | | Adjustments | Former PEO | | Average non-PEO NEOs(i) | | Former PEO | | Average non-PEO NEOs(i) | | Former PEO | | Current PEO | | Average non-PEO NEOs(i) | | Current PEO | | Average non-PEO NEOs(i) | | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY (a) | -$ | 570,904 | -$ | 316,962 | -$ | 856,025 | -$ | 282,058 | -$ | 297,179 | -$ | 919,152 | -$ | 296,673 | -$ | 1,500,009 | -$ | 604,516 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End(b) | | 244,579 | | 150,389 | | 678,624 | | 221,278 | | 52,121 | | 758,427 | | 232,501 | | 853,662 | | 325,097 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date(c) | | 0 | | 0 | | 0 | | 0 | | 0 | | 171,811 | | 32,232 | | 0 | | 62,291 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End(d) | -$ | 815,303 | -$ | 248,518 | | 60,113 | | 12,296 | | 102,827 | | 0 | | 33,568 | -$ | 326,705 | -$ | 180,706 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date(e) | -$ | 63,206 | -$ | 21,734 | | 379,673 | | 82,599 | | 303,084 | | 0 | | 40,726 | -$ | 42,231 | | 111 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End(f) | | 0 | | 0 | -$ | 76,166 | -$ | 112,552 | -$ | 521,131 | | 0 | -$ | 49,924 | | 0 | -$ | 3,439 | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | | 74,600 | | 16,632 | | 98,373 | | 19,217 | | 64,267 | | 0 | | 6,439 | | 5,600 | | 4,217 | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY(g) | -$ | 323,233 | -$ | 224,026 | -$ | 4,867 | -$ | 33,855 | | 0 | | 0 | | 0 | | 0 | -$ | 25,286 | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans(h) | | 20,915 | | 43,693 | | 11,752 | | 30,651 | | 24,998 | | 0 | | 13,594 | | 0 | | 7,265 | | TOTAL ADJUSTMENTS | -$ | 1,432,552 | -$ | 600,526 | | 291,477 | -$ | 62,424 | -$ | 271,013 | | 11,086 | | 12,463 | -$ | 1,009,683 | -$ | 414,966 |

  83. Pay Versus Performance Table

    (a) Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (b) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (c) Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (d) Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (e) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year, and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (f) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (g) Represents the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. (h) Represents the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (i) See footnote 1 above for the named executive officers included in the average for each year.

  84. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers The following is a list of financial performance measures, which in the Company’s assessment represent the most important financial measures used by the Company to link CAP to the named executive officers for 2023. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program, including the AIP and 2023 PSUs. We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers for the fiscal year ended December 31, 2023: • Adjusted Return on Equity, • Written Premium Growth, • Net Adjusted Loss Ratio, and Underwriting Expense Ratio.

  85. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We have designed the compensation of our directors to attract and retain qualified directors and to align director compensation with the interests of our shareholders. The Compensation Committee is responsible for making recommendations to the Board of Directors regarding compensation plans and the elements of director compensation.

  86. Non-Employee Director Compensation — 2023

    Non-Employee Director Compensation — 2023

  87. Non-Employee Director Compensation — 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | Total Compensation ($) | | John-Paul E. Besong | 82,500 | 74,998 | — | — | 157,498 | | Scott L. Carlton | 99,500 | 74,998 | — | — | 174,498 | | Brenda K. Clancy | 107,500 | 74,998 | — | — | 182,498 | | Christopher R. Drahozal | 96,500 | 74,998 | — | — | 171,498 | | Matthew R. Foran | 81,500 | 74,998 | — | — | 156,498 | | Mark A. Green | 85,500 | 74,998 | — | — | 160,498 | | Lura E. McBride | 86,500 | 74,998 | — | — | 161,498 | | George D. Milligan | 100,500 | 74,998 | — | — | 175,498 | | James W. Noyce | 141,500 | 74,998 | — | — | 216,498 | | Kyle D. Skogman(4) | 52,000 | — | — | — | 52,000 | | Susan E. Voss | 99,000 | 74,998 | — | — | 173,998 |

  88. Non-Employee Director Compensation — 2023

    (1) Stock awards represented in this column are scheduled to vest on May 17, 2024, and are subject to forfeiture until vested. Aggregate RSUs outstanding at December 31, 2023 for each of the following non-employee directors was: Besong — 3,138, Carlton — 3,138, Clancy — 3,138, Drahozal — 3,138, Foran — 3,138, Green — 3,138, McBride — 3,138, Milligan — 3,138, Noyce — 3,138, Skogman — 0, and Voss — 3,138. On December 31, 2023, Mr. Noyce’s plan balance under the Directors’ Deferred Compensation Plan, including any accrued dividends, represented 4,167 phantom stock units. (2) Amounts in this column represent the aggregate grant date fair value for restricted stock granted during 2023 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2023. (3) All options held by non-employee directors expired in May 2023 and no other options were issued after 2013; therefore, there are no outstanding options held by Board members as of December 31, 2023. (4) Mr. Skogman resigned from the Board of Directors effective immediately following the 2023 Annual Meeting.