DEF 14A of NI Holdings, Inc., Apr 10, 2024

DEF 14A of NI Holdings, Inc.

Filed Apr 10, 2024 · FY20230001174947-24-000541

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors We have 8 directors nominated for election to serve until the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) or until their respective successors have been elected and qualified. All 8 of our current directors have been nominated to continue to serve as directors, and have agreed to stand for re-election at the 2024 Annual Meeting. The following biographies summarize the director nominees’ tenure on the NI Holdings Board of Directors, history with the Company, business experience, other board positions held, and the experience and skills that led the Board to conclude that they should serve as directors. Eric K. Aasmundstad. Mr. Aasmundstad, age 65, has been a director since 1997 when he joined the Board of Directors of Nodak Mutual Insurance Company. He currently serves as Chairperson of the Nodak Mutual Group, Inc. Board of Directors, as well as Chairperson of the Board of Directors of Nodak Insurance Company, American West Insurance Company, and Battle Creek Insurance Company. Mr. Aasmundstad has served as Chairperson on the Board of Directors of NI Holdings, Inc. since its creation in March 2017. Prior to the conversion of the mutual insurance company to a stock company and the creation of the mutual holding company, Mr. Aasmundstad served on the Board of Directors of Nodak Mutual Insurance Company from 1997 to 2017, and held the position of President of Nodak Mutual Insurance Company from 2008 to 2017. A graduate of North Dakota State University with a degree in engineering, Mr. Aasmundstad farms approximately 4,000 acres and operated a custom harvesting business until 2012. Mr. Aasmundstad has previously owned a metalworking business. Mr. Aasmundstad served as President of the North Dakota Farm Bureau from 1999 through 2011. During his tenure as President of the North Dakota Farm Bureau, Mr. Aasmundstad served on the Board of Directors of American Agricultural Insurance Company, Inc., which provides reinsurance to Farm Bureau insurance companies and other independent insurers. Mr. Aasmundstad also served as a director for Farm Bureau Life Insurance Company (headquartered in Des Moines, Iowa) and American Farm Bureau Insurance Services. We believe that Mr. Aasmundstad’s 25 years of experience as a director of Nodak Mutual Insurance Company, his experience as a full-time farmer as well as a successful independent businessman, and his experience as a past director of American Agricultural Insurance Company, Inc. qualify him to serve as an independent, non-executive director. Michael J. Alexander. Mr. Alexander, age 58, has been a director since 2016 when he joined the Board of Directors of Nodak Mutual Insurance Company. He currently serves as President and Chief Executive Officer of NI Holdings, Inc., as well as Nodak Mutual Group, Inc. Mr. Alexander is also President and Chief Executive Officer of Nodak Insurance Company, American West Insurance Company, Battle Creek Insurance Company, Primero Insurance Company, and Tri-State, LTD. Mr. Alexander is President of Nodak Agency, Inc. Mr. Alexander is Chief Executive Officer of Direct Auto Insurance Company and Westminster American Insurance Company. Mr. Alexander serves on the Board of Directors of all NI Holdings’ subsidiary companies. Mr. Alexander joined Nodak Mutual Insurance Company as Senior Vice President of Underwriting in August 2003, was promoted to Chief Operating Officer in November 2004, and appointed Executive Vice President and Chief Executive Officer in July 2005. Mr. Alexander’s title changed to President and Chief Executive Officer in connection with the conversion of Nodak Insurance Company from mutual to stock form and the creation of NI Holdings, Inc. in March 2017. Prior to joining Nodak Insurance Company, Mr. Alexander was director of underwriting/customer service at MSI Insurance Companies. Mr. Alexander has over 30 years of experience in the property and casualty insurance industry. Mr. Alexander graduated from Earlham College with a Bachelor of Arts degree in mathematics and earned a Master of Arts degree in actuarial science from Ball State University. Mr. Alexander is a member of the NI Holdings, Inc., Nodak Insurance Company, and affiliated insurance companies’ Boards of Directors. In addition, he is a member of the FBL Advisory Committee and a past member of the NAMIC Board of Directors. We believe that Mr. Alexander’s extensive experience in the insurance industry and his 19 years of experience as the chief executive officer of Nodak Insurance Company, and its predecessor, qualify him to serve as a director. William R. Devlin. Mr. Devlin, age 76, has been a director since 2003 when he joined the Board of Directors of Nodak Mutual Insurance Company. He currently serves as Vice Chairperson of Nodak Mutual Group, Inc. Mr. Devlin has served on the Board of Directors of NI Holdings, Inc. since its creation in March 2017. Mr. Devlin serves on the Board of Directors of Nodak Insurance Company, American West Insurance Company, and Battle Creek Insurance Company. Mr. Devlin is also Chair of the Nominating and Corporate Governance Committee. Prior to the conversion of the mutual insurance company to a stock company and the creation of the mutual holding company, Mr. Devlin served on the Board of Directors of Nodak Mutual Insurance Company from 2003 to 2017, and held the position of Vice President from 2008 to 2017. Mr. Devlin served as a state legislator in the North Dakota House of Representatives for 22 years, including a term as Speaker. Mr. Devlin was in public service for 36 years, with 13 years as Steele County Commissioner and 23 years as a North Dakota state legislator. During those years of public service, Mr. Devlin served as chairman and vice-chairman of legislative committees at the state and national levels. Mr. Devlin has extensive private business experience in the printing and publishing areas. Mr. Devlin has been a chief executive officer of three family-owned newspaper corporations in North Dakota and Minnesota for over thirty years. Mr. Devlin has served as state president of the North Dakota Newspaper Association and the Society of Professional Journalists, and was a board member of the North Dakota Newspaper Foundation. We believe that Mr. Devlin’s experience as a state legislator and the chief executive officer of a local newspaper provides him with insight into the markets served by NI Holdings, Inc. and qualifies him to serve as an independent, non-executive director. Duaine C. Espegard. Mr. Espegard, age 80, has been a director since 2003 when he joined the Board of Directors of Nodak Mutual Insurance Company. He currently serves on the Nodak Mutual Group, Inc. Board of Directors. Mr. Espegard has served on the Board of Directors of NI Holdings, Inc. since its creation in March 2017. Mr. Espegard serves on the Board of Directors of Nodak Insurance Company, American West Insurance Company, and Battle Creek Insurance Company. Mr. Espegard is also Chair of the Executive Committee. Prior to the conversion of the mutual insurance company to a stock company and the creation of the mutual holding company, Mr. Espegard served on the Board of Directors of Nodak Mutual Insurance Company from 2003 to 2017. Mr. Espegard previously served as Chair of the Investment Committee from 2003 to 2012, and Chair of the Audit Committee from 2012 to 2017. Mr. Espegard has acted as a consultant to financial institutions since his retirement in 2001. Prior to his retirement, Mr. Espegard served as the Chief Executive Officer of Bremer Bank for over 25 years and has nearly 50 years of experience in the banking industry. Mr. Espegard holds a business associates degree from Aakers Business College in Grand Forks, North Dakota and attended the Graduate School of Banking at the University of Wisconsin.

  2. Proposal 1: Election of Directors

    We believe that Mr. Espegard’s experience in banking and management qualifies him to serve as an independent, non-executive director. Cindy L. Launer. Ms. Launer, age 52, has served on the Board of Directors of NI Holdings, Inc. since her appointment in November 2019. Ms. Launer serves on the Board of Directors of Nodak Insurance Company and American West Insurance Company. Ms. Launer is also Chair of the Compensation Committee. Ms. Launer was employed by American International Group (“AIG”) from April 2007 until her retirement in June 2018. At AIG, she served in various roles including financial planning and analysis, capital projects, financial communications, Chief of Staff to the CEO, and finally Chief Operating Officer of the AIG commercial insurance business. Prior to joining AIG, she held progressive audit, finance, investor relations, and chief of staff roles at MetLife and Deloitte & Touche LLP. Ms. Launer graduated from Florida Southern College with a Bachelor of Science degree in Finance and Marketing, and earned her Bachelor of Science degree in Accounting from International College. We believe that Ms. Launer’s extensive experience in the insurance industry qualifies her to serve as an independent, non-executive director. Stephen V. Marlow. Mr. Marlow, age 68, has been a director since 2016 when he joined the Board of Directors of Nodak Mutual Insurance Company. He currently serves on the Nodak Mutual Group, Inc. Board of Directors. Mr. Marlow has served on the Board of Directors of NI Holdings, Inc. since its creation in March 2017. Mr. Marlow serves on the Board of Directors of Nodak Insurance Company, American West Insurance Company, and Battle Creek Insurance Company. Mr. Marlow is also Chair of the Audit Committee. Mr. Marlow was employed by Ernst and Young LLP in various roles, including audit partner, from August 1978 to September 2011. Throughout his Ernst and Young career, Mr. Marlow worked extensively in the insurance and mutual fund industries. While in public accounting, Mr. Marlow worked with both public and non-public insurance companies, participated in several public offerings, and assisted several insurance companies with the adoption of Sarbanes-Oxley 404 requirements. From October 2011 until his retirement in June 2016, Mr. Marlow was employed by Care Initiatives as Vice President and Chief Financial Officer. During his time at Care Initiatives, Mr. Marlow served on the Board of Directors of Iowa Indemnity Company, Ltd., a captive insurance company and subsidiary of Care Initiatives. Mr. Marlow also worked extensively with its Compensation Committee and Audit Committee. While at Care Initiatives, Mr. Marlow served on the Board of Directors of Iowa Health Care Association (“IHCA”), a non-profit trade association supporting the nursing home and related industries in Iowa. Mr. Marlow also served on several committees and was a board member of ESCI, a direct subsidiary of IHCA. Mr. Marlow was a member of the Management Committee of the American Health Care Association (a non-profit trade association) from 2014 to 2016. Since February 2023, Mr. Marlow serves on the Board of Directors of Homesteaders Life Company, a mutual life insurance company, specializing in the pre-need market. He currently serves on the Audit Committee and Investment Committee. From July 2017 to June 2019, Mr. Marlow served on the Board of Directors, and various committees, of Employee & Family Resources. Mr. Marlow remains active with the Iowa Society of Certified Public Accountants, serving on several committees and other roles since his term on the Board of Directors of that organization expired in 2008. Mr. Marlow graduated from the University of Northern Iowa with a bachelor’s degree in accounting and is a Certified Public Accountant. We believe that Mr. Marlow’s experience as a Certified Public Accountant at an international accounting firm and as an audit partner serving both public and non-public insurance companies qualifies him as an Audit Committee financial expert and to serve as an independent, non-executive director. Prakash Mathew. Mr. Mathew, age 75, has served on the Board of Directors of NI Holdings, Inc. since his appointment in February 2023. Mr. Mathew serves on the Board of Directors of Nodak Insurance Company and American West Insurance Company. Mr. Mathew served as the Vice President for Student Affairs at North Dakota State University from 2006 to 2014 and retired after 38 years of service in student affairs at NDSU as well as at Mankato State University. He currently serves as Vice President Emeritus for Student Affairs. Upon his retirement in 2014, he served as the Interim Director of Athletics at North Dakota State University. Mr. Mathew served on the Board of Directors for Thrivent Financial, Northland Region, from 2014 to 2023. He served on the board of Directors of the Fargo Public Library from 2000 to 2007, including President from 2006 to 2007. He is currently serving in the Cass County Jail chaplaincy program and the Renaissance Zone Authority for the city of Fargo. Mr. Mathew graduated from the University of Allahabad, India, with a Bachelor of Science degree in Agriculture and Rural Sociology, and earned a Master of Science in Education with Majors in Counseling and Guidance from North Dakota State University. We believe that Mr. Mathew’s extensive experience in educational institutions and local community programs qualifies him to serve as an independent, non-executive director. Jeffrey R. Missling. Mr. Missling, age 53, has been a director since 2016 when he joined the Board of Directors of Nodak Mutual Insurance Company. He has served as the Executive Vice President of the North Dakota Farm Bureau since 2005. Mr. Missling grew up on a diversified crop and livestock farm and has worked with farmers and ranchers his entire life, having been employed by agriculture-related entities such as Rhone Poulenc Ag Company, Cargill, the University of Minnesota Extension Service, and the Minnesota Farm Bureau Federation. Mr. Missling holds a bachelor’s degree in Agricultural Business Management from South Dakota State University and a master’s degree in International Management from the University of Maryland. Mr. Missling is a past member of the Minneapolis Federal Reserve Bank’s Advisory Council on Agriculture. We believe that Mr. Missling’s experience in providing services to the agricultural industry and his management experience qualifies him to serve as a non-executive director. Our Board recommends a vote FOR each of the director nominees listed herein. Our Board believes that it is in the best interests of our Company and our shareholders to approve the appointment of all 8 nominees to additional one-year terms. Accordingly, our Board unanimously recommends that shareholders vote “FOR” each of the nominees named above to serve until the 2025 Annual Meeting or until their respective successors have been elected and qualified. Approval of Proposal 1 requires “FOR” votes from the holders of a plurality of the votes cast. If a choice is specified on the proxy card by a shareholder, the shares will be voted as specified. If no contrary indication is made, proxies are to be voted “FOR” all nominees, or, in the event that any such individual is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our Board to fill the vacancy. Withhold votes and broker non-votes have no legal effect on the outcome.

  3. Proposal 1: Election of Directors

    Pursuant to our bylaws, any nominee for director in an uncontested election who receives a greater number of votes “withheld” or “against” from his or her election than votes “for” his or her election shall immediately offer to tender his or her resignation following certification of such shareholder vote. The Nominating and Corporate Governance Committee shall promptly consider the director’s resignation offer and make a recommendation to the Board on whether to accept or reject the offer. The Board shall act on the recommendation of the Nominating and Corporate Governance Committee and publicly disclose its decision within 90 days following certification of the shareholder vote.

  4. Director Biographies

    Director Biographies The Nominating and Corporate Governance Committee seeks to assemble a Board of Directors that, as a group, can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of background and experience in various areas. To that end, the Committee has identified and evaluated nominees in the broader context of our Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities deemed critical to effective functioning of our Board. Biographical information for each nominee is included in Proposal 1 — Election of Directors.

  5. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Members of our Board who are not employees or officers of our Company receive compensation for their services. The Compensation Committee reviews the total compensation of our non-employee directors annually. At the direction of the Compensation Committee, Meridian Compensation Partners, LLC (“Meridian”) periodically analyzes the competitive position of our non-employee director compensation policy. The following table sets forth cash and other compensation earned by the non-employee members of the Board for all services in all capacities during the fiscal year ended December 31, 2023.

  6. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Eric K. Aasmundstad | 75,500 | 51,566 | — | 127,066 | | William R. Devlin | 69,000 | 51,566 | — | 120,566 | | Duaine C. Espegard | 69,000 | 51,566 | — | 120,566 | | Cindy L. Launer | 66,000 | 51,566 | — | 117,566 | | Stephen V. Marlow | 69,000 | 51,566 | — | 120,566 | | Prakash Mathew | 60,000 | 51,566 | — | 111,566 | | Jeffrey R. Missling | 50,000 | 51,566 | — | 101,566 |

  7. DIRECTOR COMPENSATION

    ____________ (1) As of December 31, 2023, each non-employee director had 3,800 restricted stock units outstanding. The grant date fair value was $51,566, computed in accordance with FASB ASC Topic 718 using the closing price of our common stock on the grant date. These RSUs vest at the 2024 Annual Meeting, although two of the directors have elected to defer receipt of their shares until a later date. Estimated forfeitures are included in the determination of compensation costs. Mr. Alexander, our President and CEO, did not receive compensation for his services as a director. The compensation received by Mr. Alexander as an employee is shown in the “Executive Compensation” section of this Proxy Statement.

  8. Narrative to the Director Compensation Table

    Narrative to the Director Compensation Table

  9. Executive Biographies

    Executive Biographies The following is biographical information for our current executive officers as of the date of this Proxy Statement.

  10. Executive Biographies

    | Name | Age at May 21, 2024 | Position(s) | | Michael J. Alexander | 58 | President and Chief Executive Officer | | Seth C. Daggett | 45 | Executive Vice President, Treasurer and Chief Financial Officer | | Patrick W. Duncan | 57 | Senior Vice President, Operations |

  11. Executive Biographies

    Our Board chooses our executive officers, who then serve at our Board’s discretion. There are no family relationships among any of our directors or executive officers. Michael J. Alexander. Mr. Alexander’s biography is included in Proposal 1 — Election of Directors. Seth C. Daggett. Mr. Daggett currently serves as Executive Vice President, Treasurer and Chief Financial Officer of NI Holdings, Inc., as well as Nodak Mutual Group, Inc. Mr. Daggett is also Executive Vice President, Treasurer and Chief Financial Officer of Nodak Insurance Company, American West Insurance Company, and Nodak Agency, Inc. Mr. Daggett is Treasurer and Chief Financial Officer of Battle Creek Insurance Company, Direct Auto Insurance Company, Primero Insurance Company, and Tri-State, LTD. Mr. Daggett is Executive Vice President, Treasurer of Westminster American Insurance Company. Mr. Daggett joined NI Holdings, Inc. as Executive Vice President of Strategy in September 2019, and became Executive Vice President, Treasurer and Chief Financial Officer in May 2021. Prior to joining NI Holdings, Inc., Mr. Daggett was chief financial officer and treasurer of RAM Mutual Insurance Company from August 2018 to August 2019. Mr. Daggett began his career as an external auditor at Deloitte, and joined Travelers Companies, Inc. in 2004 where he served as senior director of finance from 2008 to 2015. Mr. Daggett has over 19 years of experience in the property/casualty insurance industry. Mr. Daggett graduated from the University of North Dakota with bachelor’s degrees in financial management and accounting, and is a certified public accountant. Mr. Daggett serves on the Board of Directors of Direct Auto Insurance Company, Primero Insurance Company, and Westminster American Insurance Company. Mr. Daggett served on the Board of Directors of the Minnesota Workers’ Compensation Insurers Association from 2017 to 2019. Patrick W. Duncan. Mr. Duncan joined Nodak Mutual Insurance Company in December 2005 as Vice President of Operations, where he was responsible for both the underwriting and claims processes. In March 2017, Nodak Mutual Insurance Company demutualized and became Nodak Insurance Company. At the same time, Nodak Mutual Group, Inc. and NI Holdings, Inc. were formally established. Mr. Duncan currently serves as Senior Vice President of Operations of NI Holdings, Inc. Mr. Duncan began his insurance career with United Farm Family Mutual Insurance Company in 1989 where he held several management positions, including commercial underwriting, personal lines underwriting, property/ casualty claims, farm, and crop insurance. In addition, he held the position of product manager farm/crop and commercial, overseeing a $110 million book of business. Mr. Duncan earned a Bachelor of Science degree in Actuarial Sciences from Indiana University.

  12. Compensation Philosophy

    | What We Do: | What We Do Not Do: | | • Independent Compensation Consultant — We engage an independent compensation consultant to review and provide recommendations regarding our executive compensation program. | • Long-Term Incentive Plan — Our long-term equity incentive plan prohibits repricing or buyouts of underwater options or stock appreciation rights without shareholder approval. | | • Clawback Policy — We maintain a clawback policy with respect to performance-based compensation for our executives. | |

  13. Primary Elements of Compensation

    | Component | Description | Primary Objectives | | Base Salary | Fixed cash compensation | • Attract, motivate, retain, and reward high-performing executives • Provide competitive fixed compensation considering the job responsibilities, individual performance, experience, expertise, and qualifications | | Short-Term Incentive Plan (“STIP”) | Cash compensation tied mainly to achievement of pre-determined quantitative financial performance goals | • Promote short-term business objectives and growth | | Stock-Based Incentive Plan | Annual equity awards consisting of: • 40% time-based restricted stock units (“RSUs” that vest annually over a five-year period • 60% performance-based share units (“PSUs”) that vest at the conclusion of a three-year performance period based on adjusted book value growth | • Promote long-term value creation and growth strategies • Align executives’ and shareholders’ interests by encouraging maximization of shareholder value • Promote retention through a regular, periodic program of equity awards, which motivates performance and encourages long-term stock ownership |

  14. Compensation Process

    Compensation Process The Compensation Committee, with analyses and advice from Meridian, considers current compensation levels and benchmarking data of peer companies, individual and Company performance, future leadership potential, and succession planning, among other factors, in determining appropriate target compensation levels for our NEOs. The Committee does not use a formula to weight these factors, but instead uses these factors to provide context within which to assess the significance of comparative market data and to differentiate the level of target compensation among our NEOs. Consistent with our executive compensation philosophy, the Committee, in consultation with Meridian, establishes a benchmark peer group for compensation comparison purposes. The Committee reviews, at least annually, the compensation peer group to confirm that it includes companies that are comparable to the Company on the basis of industry focus, scope of operations, size (based on revenues, assets, and/or market capitalization), and the competitive marketplace for talent (including other tangential, but related, industries). We use this data solely for informational purposes, and we do not make other pay decisions based on the market data alone. In August 2022, the Committee reviewed the compensation peer group that would be used for compensation decision-making for fiscal year 2023. Protective Insurance Corporation was acquired by another corporation and was removed as a peer group company. Palomar Holdings, Inc. was added as a peer group company.

  15. Roles & Responsibilities in the Compensation Process

    Roles & Responsibilities in the Compensation Process The Company’s compensation philosophy drives our decision-making process. Decisions about individual levels of each compensation element involve the participation of multiple parties, following a comprehensive, multi-step process. The key parties and their roles in the process are described below. Role of the Compensation Committee The Compensation Committee is appointed by our Board to assist it in fulfilling its oversight responsibility by overseeing all significant aspects of our compensation policies and programs, including: • Reviews and approves the compensation and annual performance objectives and goals of our executive officers; • Review, approve, and administer incentive-based and equity-based compensation plans in which our executive officers participate; • Evaluate risks created by our compensation policies and practices and consider any reasonably likely effect of such risks; and • Review and recommend to our Board new executive compensation programs. Role of the Management During 2023, our chief executive officer, with the Board, set our strategic direction and worked with the Committee to identify and set appropriate goals for executive officers (other than himself). He made recommendations to the Committee regarding the elements of compensation for each of our executive officers reporting to him, and also provided them with his evaluation of those officers during the prior year. He was assisted, as needed, by other members of management, for purposes of administering and implementing the compensation program. Role of the Compensation Consultant During 2023, the Committee engaged Meridian as its independent compensation consultant to advise them on executive compensation and related corporate governance matters. Meridian assisted the Committee in determining the compensation peer group, which is described in more detail above. Meridian also advised the Committee on competitive compensation practices and comparative market data, which the Committee considered in addressing and determining the appropriate levels of compensation for each NEO relative to the marketplace. At the Committee’s request, Meridian participated in person, or by teleconference or video conference at each meeting of the Committee. The services that Meridian provided to the Committee included: • advise on the Company’s compensation philosophy, strategy, and program; • provide advice and counsel on best practices in compensation and corporate governance; • provide and analyze competitive market compensation data and make recommendations, as appropriate; and • analyze the appropriateness of the compensation peer group. Independence of the Compensation Consultant Meridian did not provide other consulting services to the Company in 2023. In selecting Meridian as its compensation consultant, the Committee considered the independence of Meridian in accordance with the standards of the Nasdaq that are applicable to the Company, any applicable rules and regulations of the SEC, and other applicable laws relating to independence of advisors and consultants. The Committee concluded that no conflict of interest exists that would prevent Meridian from independently advising the Committee. At the Committee’s request, members of Meridian meet with the Committee. Meridian also communicates with the Chair of the Committee, as well as with management (upon the prior authorization of the Committee Chair) outside of Committee meetings regarding matters related to the Committee’s responsibilities.

  16. Compensation Elements

    Short-Term (Cash) Incentive Bonus Plan (“STIP”) Our executives are eligible for annual cash incentive compensation under our STIP. Annual incentives under the STIP are intended to motivate the executive officers to achieve short-term company performance goals that will inure to the benefit of our Company and shareholders and align our executive officers’ interests with those of the shareholders. The annual cash incentives provide payout opportunities based on the achievement of pre-determined corporate performance objectives, with actual cash bonuses earned based on the achievement of such financial performance objectives each year. Each year, the Committee determines the annual target bonus opportunity for each executive officer. Our annual cash incentive compensation is generally structured to deliver payouts when performance targets are achieved or exceeded. Threshold, target, and stretch goals are set annually for key statutory operating objectives which we believe align with shareholder value creation — combined ratio, premium growth, and return on equity. In February 2023, the Committee approved three equally-weighted performance metrics: combined ratio, premium growth, and return on equity goals. At the end of the performance period to which a particular incentive award relates, the Committee will review our performance relative to the applicable performance goals and recommend payouts based on that performance. The Committee generally retains the ability to recommend payouts that are above or below actual performance levels for the applicable performance period. For purposes of determining the amount of a payout to recommend, it may also consider infrequent or non-recurring items that are not reflective of ongoing operations, such as the effects of major corporate transactions or other items that the Committee determines, in its judgment, significantly distort the comparability of our actual performance against the performance goals (including financials). For fiscal year 2023, the Committee recommended two adjustments that were accretive to the direct written premium growth metric. These adjustments resulted in a 2023 adjusted direct written premium growth result of 8.4%, compared to an unadjusted result of 7.4%. These adjustments related to premiums that the Company expected to record within direct written premiums in 2023 and were therefore included in the company’s 2023 annual plan which was used to establish the performance goals. However, these premiums were not retained by the Company for reasons outside of management’s control, resulting in lower reported direct written premiums. The table below sets forth the goals established for each of the performance metrics in the NI Holdings STIP, and the Company’s actual statutory results for 2023.

  17. Compensation Elements

    | Financial Performance Metric(1) | Weighting | Threshold Goal | Target Goal | Stretch Goal | Actual Result | Payout Earned | | Combined ratio(2) | 33.3% | 99.5% | 97.5% | 93.5% | 102.1% | None | | Direct written premium growth(3) | 33.3% | 4.0% | 7.5% | 10.0% | 8.4% | Above Target | | Return on equity(4) | 33.3% | 1.0% | 5.0% | 9.0% | 2.9% | Under Target |

  18. Compensation Elements

    | Named Executive Officer | Threshold Payout | Target Payout | Maximum Payout | Actual Total Payout | | Michael J. Alexander | 50% | 100% | 150% | 63.9% | | Seth C. Daggett | 25% | 50% | 100% | 35.0% | | Patrick W. Duncan | 25% | 50% | 100% | 35.0% |

  19. Compensation Elements

    Stock-Based Incentive Plan Long-term equity incentives are designed to motivate management to enable the Company to achieve sustained long-term performance aligned with shareholder interests. The Company provides grants of long-term equity compensation annually, consistent with the objectives and philosophy of our compensation programs, under the governing NI Holdings, Inc. 2020 Stock and Incentive Plan (“2020 Plan”), which was approved by our shareholders. We generally grant long-term incentive awards to executive officers annually in the first quarter, with 40% of the long-term incentive opportunity granted in RSUs and a 60% granted in PSUs. The aggregate number of shares awarded to executive officers under the 2020 Plan was 145,800 shares in 2023 (with PSUs at target). The RSU awards vest 20% annually on each of the first five anniversaries of the grant date. Dividend equivalents on RSUs are accrued during the vesting period and paid in cash at the end of the vesting period, but are subject to forfeiture until the underlying shares become vested. Participants do not have voting rights with respect to RSUs. The PSU awards vest based on the attainment of three-year growth in adjusted book value per share goals. The awards will vest on the third anniversary of the grant date, subject to a participant’s continuous employment through the vesting date and the level of performance achieved. Dividend equivalents on PSUs are accrued and paid in cash at the end of the performance period in accordance with the level of performance achieved, but are subject to forfeiture until the underlying shares become vested. Participants do not have voting rights with respect to PSUs. The table below sets forth the adjusted book value per share goals established for the PSUs awarded during 2023 and the Company’s actual adjusted book value per share as of December 31, 2022 for purposes of measuring performance.

  20. Compensation Elements

    | Performance Share Units(1) | December 31, 2022 | December 31, 2025 | Payout (As a % of Target) | | Actual adjusted book value per share(2) | $13.06 | | | | PSUs granted on March 1, 2023 | | | | | Threshold goal(3) | | $14.68 | 50% | | Target goal(4) | | $16.45 | 100% | | Stretch goal(5) | | $18.36 | 150% |

  21. Compensation Elements

    The terms of the PSU award agreement provide for the target number of PSUs to vest immediately in the event of death. In the event of disability, retirement, or an involuntary termination due to position elimination or reorganization, the employee will have a fully vested interest in the pro rata number of earned PSUs, based on the employee’s period of service during the performance period, payable at the end of the performance period. In the case of a change in control, those PSUs are converted into time-based RSUs. If such converted RSUs are assumed (or substituted or replaced with an award of equivalent value), then the converted RSUs shall become fully vested if the employee remains in continuous service with the Company or an Affiliate until the end of the performance period or dies while in service or terminates on account of disability or involuntary termination due to position elimination or reorganization. If the employee resigns at or after “Retirement Age”, the converted RSUs shall continue to vest and become payable as of end of the performance period. In addition, if the employee is involuntarily terminated without “Cause or resigns for “Good Reason” within twenty-four (24) months following the Change in Control but prior to the end of the performance period, any converted RSUs (or replacement award) that remains vested will vest in full and become non-forfeitable as of the date of such termination. Notwithstanding the foregoing, if the employee’s converted RSUs are neither assumed, substituted, nor replaced with similar rights (or cash equivalent value thereof), then any unvested converted RSUs will vest in full and become non-forfeitable upon the Change in Control. The terms also provide for a fully vested and non-forfeitable interest in the pro rata number of earned PSUs at the end of the performance period in the event of disability or an involuntary termination without “Cause”, with such pro rata number determined based on the number of full and partial calendar months of the employee’s service during the relevant measurement period compared to the total measurement period. For retirement-eligible executives, the terms of the PSU award provide for a fully vested and non-forfeitable interest in the pro rata number of earned PSUs at the end of the performance period upon voluntary termination from the Company. None of the NEOs are currently retirement-eligible. Refer to the “Potential Payments Upon Termination or Change in Control” table in the Executive Compensation Tables section for additional information.

  22. Governance

    Individuals have five years from their permanent appointment to a specified position to acquire the required holdings. Absent extenuating circumstances, executives who have not yet met the guidelines at the end of their five-year compliance period are required to retain, until the guidelines are satisfied, 100% of the after-tax shares received from the vesting of RSUs and PSUs. Stock ownership guidelines are deemed to continue to be met by an individual who has achieved the required ownership level but then falls below solely due to a decline in stock price. The Compensation Committee tracks the ownership amounts of the non-employee directors and applicable executives on an annual basis. Clawback Policy The employment agreements for Messrs. Alexander, Daggett, and Duncan provides that all bonuses and incentive compensation are subject to recovery by the Company in the event that such bonuses or incentive compensation are based on materially inaccurate financial statements or other materially inaccurate performance metric criteria, provided that a determination as to the recovery of a bonus or incentive compensation shall be made within twenty-four (24) months following the date of payment. The Company’s PSU award agreement provides that the executive’s rights in these awards are subject to recoupment or repayment if such action is required under applicable law or any Company recoupment or “clawback” policy. Effective October 2, 2023, the Company adopted a new Incentive Compensation Recovery Policy, which is available on our website at www.niholdingsinc.com. This policy provides for the recovery of certain executive incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws and/or certain types of misconduct. This policy is designed to comply with Section 10D of the Securities Exchange Act of 1934. Timing of Equity Grants The Company does not coordinate the timing of equity awards with the release of material non-public information. Executive equity awards are generally granted on March 1 each year. Non-employee director equity awards are generally granted as of the date of each year’s annual meeting of shareholders. Prohibition on Hedging and Pledging Transactions Our senior leadership executives are subject to the Company’s Insider Trading Policy, which prohibits directors, executive officers, and certain additional employees from engaging in hedging or monetizing transactions with respect to Company securities they own as well as holding Company securities in a margin account or pledging Company securities as collateral for a loan. Tax and Accounting Implications Section 162(m) of the Internal Revenue Code disallows a tax deduction to publicly held companies for compensation paid to certain covered executives to the extent such compensation exceeds $1.0 million per covered officer in any year. The Compensation Committee understands that it is possible that the compensation payable to our named executive officers will exceed the $1.0 million limit under Section 162(m). We believe that in establishing the cash and equity incentive compensation programs for our executive officers, the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. For that reason, we may deem it appropriate to provide one or more executive officers with the opportunity to earn incentive compensation, whether through annual cash incentive programs tied to our financial performance or through equity awards, which together with base salary in the aggregate may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Internal Revenue Code. We believe it is important to maintain cash and equity incentive compensation at the levels needed to attract and retain the executive officers essential to our success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation. The compensation that we pay to executive officers is reflected in our consolidated financial statements as required by GAAP. The Committee considers the financial impact, along with other factors, in determining the amount and form of compensation provided to executives. We account for stock-based compensation under the Company’s Stock and Incentive Plan in accordance with the requirements of FASB ASC Topic 718. Annual Compensation Risk Assessment The Committee regularly monitors and annually reviews our executive compensation program to determine, in consultation with Meridian, whether the elements of the program are consistent with our executive compensation objectives and philosophy. As part of this, the Committee evaluates whether the Company’s risk management objectives are being met with respect to the executive compensation program and our compensation programs as a whole. If the elements of the program are determined to be inconsistent with our objectives and principles, or if any incentives are determined to encourage risks that are reasonably likely to have a material adverse effect on the Company, the elements are adjusted as necessary. Following the Committee’s annual review in 2023, it was concluded that there are no risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, the Committee considered the following:

  23. Governance

    | Program Attribute | Risk-Mitigating Effect | | • The compensation mix between fixed and variable components and levels, and the balance between short-term and long-term variable compensation. | • Competitive levels of fixed compensation eliminate any day-to-day personal concerns, while variable compensation ensures our executives are appropriately motivated and rewarded both in the short-term and long-term. | | • The quality and reasonableness of incentive plan performance goals and payout formulas. | • Threshold, target, and maximum performance and payout levels and funding formulas are not extreme, and goals are set within reach, thereby mitigating the likelihood of excessive risk-taking in order to achieve a compensation goal. | | • The nature and breadth of the performance metrics that govern incentive compensation throughout the Company. | • Executives are encouraged to avoid sacrificing short-term performance for long-term performance, and vice versa. | | • The existence of a clawback policy. | • Executives are subjected to a requirement to surrender any undue incentive compensation that was paid on the basis of financial results that were required to be restated (other than as a result of a change in the applicable accounting rules or interpretations) or when there is wrongful conduct. | | • The existence of anti-pledging and anti-hedging policies. | • These policies ensure the alignment of interests generated by our executives’ equity holdings is not undermined by hedging or similar transactions. | | • The existence of robust share ownership guidelines. | • Share ownership guidelines provide a clear link between the economic interests of executives and shareholders over the long-term. | | • Use of independent compensation consultants that perform no other services for the Company. | • Independence of compensation consultants help to ensure advice will not be influenced by conflicts of interest. |

  24. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table (“SCT”) provides summary information concerning compensation paid or accrued by the Company to our NEOs for all services in all capacities during the year ended December 31, 2023.

  25. Summary Compensation Table

    | Name and Current Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Michael J. Alexander | 2023 | 824,000 | — | 840,695 | 526,673 | 206,521 | 2,397,889 | | President and CEO | 2022 | 824,000 | — | 827,170 | 412,000 | 205,285 | 2,268,455 | | | 2021 | 820,000 | — | 870,488 | 307,910 | 272,153 | 2,270,551 | | Seth C. Daggett | 2023 | 358,750 | — | 252,070 | 125,413 | 100,597 | 836,830 | | EVP, Treasurer & CFO | 2022 | 303,750 | — | 228,060 | 101,240 | 100,013 | 733,063 | | | 2021 | 276,667 | 23,776 | 173,352 | 75,392 | 64,486 | 613,673 | | Patrick W. Duncan | 2023 | 304,000 | — | 135,730 | 106,273 | 77,530 | 623,533 | | Senior Vice President, Operations | 2022 | 292,500 | — | 128,510 | 97,490 | 67,625 | 586,125 | | | 2021 | 285,000 | — | 139,800 | 77,663 | 99,753 | 602,216 |

  26. Summary Compensation Table

    ____________ (1) The amount reported in the “Bonus” column for Mr. Daggett represents a contribution which should have been made for the non-qualified deferred compensation plan during 2020, but which was paid out as a bonus in 2021. (2) The amounts reported in the “Stock Awards” column represent awards of restricted stock units (“RSUs”) and performance share units (“PSUs”). These amounts are based on the probable outcome of the performance conditions and are consistent with the grant date fair values of each award computed in accordance with FASB ASC Topic 718 using the closing price of our common stock on the grant date. Estimated forfeitures are included in the determination of compensation costs. Assuming the achievement of maximum level performance for each NEO, the amounts in the “Non-Equity Incentive Plan Compensation” column (representing both RSUs and PSUs) would be as follows: (i) for awards granted in 2023: $1,092,765 for Mr. Alexander; $327,553 for Mr. Daggett; and $176,588 for Mr. Duncan; (ii) for awards granted in 2022: $1,075,140 for Mr. Alexander; $296,840 for Mr. Daggett; and $167,425 for Mr. Duncan; and (iii) for awards granted in 2021: $1,131,448 for Mr. Alexander; $225,544 for Mr. Daggett: and $181,740 for Mr. Duncan. The Compensation Discussion & Analysis includes additional information regarding these incentive awards. (3) The amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect payouts under the Company’s STIP. The Compensation Discussion & Analysis includes additional information regarding these incentive awards. (4) The table below details the amounts reported in the “All Other Compensation” column, which includes Company contributions to defined contribution plans and certain other amounts during 2023:

  27. Summary Compensation Table

    | Name | Defined Contribution Plans(a) ($) | Employee Stock Ownership Plan(b) ($) | Non-Qualified Deferred Compensation Plan(c) ($) | Perquisites and Other Amounts(d) ($) | Total All Other Compensation ($) | | Michael J. Alexander | 42,900 | 9,730 | 130,576 | 23,315 | 206,521 | | Seth C. Daggett | 42,900 | 9,730 | 24,231 | 23,736 | 100,597 | | Patrick W. Duncan | 42,120 | 9,730 | 13,853 | 11,827 | 77,530 |

  28. Summary Compensation Table

    ____________ (a) The amounts reported in the “Defined Contribution Plans” column include Company contributions to Nodak Insurance Company’s 401(k) and Profit-Sharing plans. (b) The amounts reported in the “Employee Stock Ownership Plan” column represent the market value of ESOP shares allocated to participants as of December 31, 2023. (c) The amounts reported in the “Non-Qualified Deferred Compensation” column represent additional company contributions to a non-qualified deferred compensation plan to restore amounts that would have been contributed to the 401(k) Plan absent IRS limits. (d) The amounts reported in the “Perquisites and Other Amounts” column include executive wellness benefits, premiums paid for excess life insurance coverage, spousal travel costs, and country club dues. The amount for Mr. Alexander includes $3,930 for a company car, $10,904 for spousal travel costs, and $7,671 for country club dues. The amount for Mr. Daggett includes $3,901 for executive wellness benefits, $12,888 for spousal travel costs, and $6,137 for country club dues. The amount for Mr. Duncan includes $5,264 for executive wellness benefits and $5,753 for country club dues.

  29. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information on stock awards in 2023 to each of our NEOs.

  30. Grants of Plan-Based Awards in 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael J. Alexander | — | 412,000 | 824,000 | 1,236,000 | — | — | — | — | — | | | 3/1/2023 | — | — | — | 18,200 | 36,400 | 54,600 | — | 504,140 | | | 3/1/2023 | — | — | — | — | — | — | 24,300 | 336,555 | | Seth C. Daggett | — | 89,688 | 179,375 | 358,750 | — | — | — | — | — | | | 3/1/2023 | — | — | — | 5,450 | 10,900 | 16,350 | — | 150,965 | | | 3/1/2023 | — | — | — | — | — | — | 7,300 | 101,105 | | Patrick W. Duncan | — | 76,000 | 152,000 | 304,000 | — | — | — | — | — | | | 3/1/2023 | — | — | — | 2,950 | 5,900 | 8,850 | — | 81,715 | | | 3/1/2023 | — | — | — | — | — | — | 3,900 | 54,015 |

  31. Grants of Plan-Based Awards in 2023

    (1) Represents the Company’s Short-Term Incentive Bonus Plan, as described in the “Cash Incentive Bonus Plan” section. The values in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns are based on multiplying each NEO’s annual incentive target award percentage times their specific multipliers for threshold, target, and maximum. Payouts can range from no payment to the maximum amounts based on actual Company performance. The actual incentive award earned by each NEO for 2023 performance is reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. This incentive is paid in cash to the NEO. (2) The values in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent potential payouts for performance share units, as described in the “Stock-Based Incentive Plan” section. Payouts can range from no payment to 150% maximum payout based on actual adjusted book value per share compared to goals. (3) The values in the “All Other Stock Awards” column represent restricted stock units. (4) The fair value of stock awards is based on the closing price of our common stock on the grant date. The grant date fair value of each RSU award was computed in accordance with FASB ASC Topic 718 using the closing price of our common stock on the grant date. The grant date fair value of each PSU award was computed in accordance with FASB ASC Topic 718 using the closing price of our common stock on the grant date and based on achievement of target performance.

  32. Stock Vested in 2023

    Stock Vested in 2023 The following table provides information regarding the values realized by our NEOs upon the vesting of stock awards in 2023.

  33. Stock Vested in 2023

    | Name | Type of Stock Award | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Michael J. Alexander | RSU(2)(3) | 19,020 | 263,427 | | | PSU(4) | — | — | | | Total | 19,020 | 263,427 | | Seth C. Daggett | RSU(2) | 2,260 | 31,301 | | | PSU(4) | — | — | | | Total | 2,260 | 31,301 | | Patrick W. Duncan | RSU(2)(3) | 3,000 | 41,550 | | | PSU(4) | — | — | | | Total | 3,000 | 41,550 |

  34. Stock Vested in 2023

    ____________ (1) The value realized on vesting was determined using the closing price of our common stock on the vesting date (or prior trading day if the vesting date fell on a weekend or holiday). (2) These amounts represent the value of RSU awards granted during 2018 through 2022 that, in accordance with the terms of the applicable award agreements, partially vested in 2023. (3) Participants of certain RSUs granted in 2018 through 2022 elected to defer the receipt of shares rather than receiving them as of the vesting date. Mr. Alexander elected to defer $263,427 to dates after his separation from service to the Company. Mr. Duncan elected to defer $33,517 to either dates starting in 2029 or after his separation from service to the Company. Accordingly, the amount of compensation actually realized upon settlement will be based on the then-fair market value of the common stock and may differ from the amounts set forth above. (4) These amounts represent the value of PSU awards granted in 2021 that, in accordance with the terms of the applicable award agreement, became fully vested at the end of the performance period on December 31, 2023. The performance of these awards did not meet the threshold goal, which resulted in no payout for the target shares awarded.

  35. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table provides information with respect to outstanding equity awards held by our NEOs as of December 31, 2023.

  36. Outstanding Equity Awards at December 31, 2023

    | Name | Stock Award Grant Date | Stock Awards(1) | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2) ($) | | Michael J. Alexander | 3/1/2019(3) | 3,980 | 51,700 | — | — | | | 3/1/2020(4) | 7,960 | 103,400 | — | — | | | 3/1/2021(5) | 11,220 | 145,748 | — | — | | | 3/1/2022(6) | 14,640 | 190,174 | — | — | | | 3/1/2022(7) | — | — | — | — | | | 3/1/2023(8) | 24,300 | 315,657 | — | — | | | 3/1/2023(9) | — | — | 36,400 | 472,836 | | Seth C. Daggett | 3/1/2020(4) | 1,040 | 13,510 | — | — | | | 3/1/2021(5) | 2,220 | 28,838 | — | — | | | 3/1/2022(6) | 4,000 | 51,960 | — | — | | | 3/1/2022(7) | — | — | — | — | | | 3/1/2023(8) | 7,300 | 94,827 | — | — | | | 3/1/2023(9) | — | — | 10,900 | 141,591 | | Patrick W. Duncan | 3/1/2019(3) | 620 | 8,054 | — | — | | | 3/1/2020(4) | 1,280 | 16,627 | — | — | | | 3/1/2021(5) | 1,800 | 23,382 | — | — | | | 3/1/2022(6) | 2,240 | 29,098 | — | — | | | 3/1/2022(7) | — | — | — | — | | | 3/1/2023(8) | 3,900 | 50,661 | — | — | | | 3/1/2023(9) | — | — | 5,900 | 76,641 |

  37. Outstanding Equity Awards at December 31, 2023

    ____________ (1) These columns represent awards under the NI Holdings, Inc. 2017 and 2020 Stock and Incentive Plans. Awards are RSUs or PSUs, as applicable. (2) Value was determined using the December 31, 2023 closing price of our common stock of $12.99. (3) This RSU award was granted on March 1, 2019 and vests in five equal annual installments on each of the first five anniversaries of the grant date, through March 1, 2024. (4) This RSU award was granted on March 1, 2020 and vests in five equal annual installments on each of the first five anniversaries of the grant date, through March 1, 2025. (5) This RSU award was granted on March 1, 2021 and vests in five equal annual installments on each of the first five anniversaries of the grant date, through March 1, 2026. (6) This RSU award was granted on March 1, 2022 and vests in five equal annual installments on each of the first five anniversaries of the grant date, through March 1, 2027. (7) This PSU award was granted on March 1, 2022 and vests at the end of the performance period on December 31, 2024, subject to the level of achievement with respect to the applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(p)(2), the values for this award in the “Equity Incentive Plan Awards” columns are reported at zero, because we estimate that the result for the 2022-2024 performance period will not achieve the threshold goal. The ultimate payout under this PSU will be based on a final determination of performance during the full 2022-2024 performance period, which is not yet determinable. (8) This RSU award was granted on March 1, 2023 and vests in five equal annual installments on each of the first five anniversaries of the grant date, through March 1, 2028. (9) This PSU award was granted on March 1, 2023 and vests at the end of the performance period on December 31, 2025, subject to the level of achievement with respect to the applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(p)(2), the values for this award in the “Equity Incentive Plan Awards” columns are reported at target levels. There is no guarantee that such amounts will ultimately be earned by participants. The ultimate payout under this PSU will be based on a final determination of performance during the full 2023-2025 performance period, which is not yet determinable.

  38. Non-Qualified Deferred Compensation for 2023

    Non-Qualified Deferred Compensation for 2023 The Nodak Insurance Company Non-Qualified Deferred Compensation Plan assists executives designated by the Compensation Committee as participants in maximizing their ability to save additional amounts for their retirement on a tax-deferred basis. In addition to allowing participants to make elective deferrals, the plan permits Nodak Insurance Company to make company contributions to eligible employees. If an employee participant exceeds the Internal Revenue Code compensation or contribution limits under the qualified retirement plans, any Company contributions limited under the qualified retirement plans will be restored under the Non-Qualified Deferred Compensation Plan. The plan is intended to constitute an unfunded plan primarily for providing deferred compensation to a select group of management or highly compensated employees. Unless otherwise specified, participants vest in company contributions under a five-year graded vesting schedule and are eligible to receive distributions pursuant to the participant’s election under the plan. The assets of the plan are subject to the claims of our creditors in the event of insolvency until paid to the plan participants and their beneficiaries. The following table provides information regarding contributions, earnings, and balances for our NEOs on a basis that is not tax-qualified. Under the plan, no Company “match” is currently made on amounts deferred, amounts are fully vested after five years of service, and the Company does not provide any opportunity for above-market or preferential earnings, nor does it provide a minimum internal rate of return.

  39. Non-Qualified Deferred Compensation for 2023

    | Name | Plan | Executive Contributions in 2023 ($) | Company Contributions in 2023(1) ($) | Aggregate Earnings in 2023(2) ($) | Aggregate Withdrawals / Distributions in 2023 ($) | Aggregate Balance at 12/31/2023 ($) | | Michael J. Alexander | Non-Qualified Deferred Compensation Plan | 123,820 | 130,576 | 295,130 | — | 2,150,400 | | Seth C. Daggett | Non-Qualified Deferred Compensation Plan | — | 24,231 | 2,996 | — | 44,270 | | Patrick W. Duncan | Non-Qualified Deferred Compensation Plan | 28,618 | 13,853 | 51,519 | — | 364,841 |

  40. Non-Qualified Deferred Compensation for 2023

    ____________ (1) Company contributions are reported as 2023 compensation in the “All Other Compensation” column of the Summary Compensation Table. (2) Aggregate earnings represent the notional capital gains or losses on deemed investments in publicly available mutual funds and notional interest and dividends held in the plans during 2023. The Company does not provide any preferential or above-market earnings or contributions. These earnings are not reported in any column of the Summary Compensation Table.

  41. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table describes the potential payments and benefits under the Company’s compensation and benefit plans and contractual agreements to which the NEOs would have been entitled if a termination of employment or change in control occurred on the last business day of 2023. The only agreements, arrangements, or plans that entitle executive officers to severance, perquisites, or other enhanced benefits upon termination of their employment or change in control are employment agreements for Messrs. Alexander, Daggett, and Duncan and the RSU and PSU agreements. The amounts in the table below do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and distributions of previously vested plan balances under our 401(k) Savings Plan and Employee Stock Ownership Plan.

  42. Potential Payments Upon Termination or Change in Control

    | Name and Termination Reason | Cash Severance Payment(1) ($) | Value of Continuing Benefits(1) ($) | Non-Qualified Deferred Compensation Plan(2) ($) | Acceleration of Equity Awards(3) ($) | Total Termination Benefits ($) | | Michael J. Alexander | | | | | | | Involuntary Termination Without “Cause”, or Involuntary Termination Due to Position Elimination or Reorganization | 3,718,583 | 76,140 | — | 755,224 | 4,549,947 | | Voluntary Termination for “Good Reason” | 3,718,583 | 76,140 | — | — | 3,794,723 | | Change in Control(4) | — | — | — | 1,635,441 | 1,635,441 | | Involuntary Termination Without “Cause” or Voluntary Termination for “Good Reason”, Following a Change in Control | 3,718,583 | 76,140 | — | 1,635,441 | 5,430,164 | | Voluntary Termination, Retirement-Eligible(5) | — | — | — | — | — | | Disability | — | — | — | 1,082,933 | 1,082,933 | | Death | — | — | — | 1,635,441 | 1,635,441 | | Seth C. Daggett | | | | | | | Involuntary Termination Without “Cause”, or Involuntary Termination Due to Position Elimination or Reorganization | 951,363 | 50,760 | 8,854 | 179,741 | 1,190,719 | | Voluntary Termination for “Good Reason” | 951,363 | 50,760 | 8,854 | — | 1,010,977 | | Change in Control(4) | — | — | — | 429,450 | 429,450 | | Involuntary Termination Without “Cause” or Voluntary Termination for “Good Reason”, Following a Change in Control | 951,363 | 50,760 | 8,854 | 429,450 | 1,440,427 | | Voluntary Termination, Retirement-Eligible(5) | — | — | — | — | — | | Disability | — | — | — | 269,240 | 269,240 | | Death | — | — | — | 429,450 | 429,450 | | Patrick W. Duncan | | | | | | | Involuntary Termination Without “Cause”, or Involuntary Termination Due to Position Elimination or Reorganization | 801,617 | 50,760 | — | 119,985 | 972,362 | | Voluntary Termination for “Good Reason” | 801,617 | 50,760 | — | — | 852,377 | | Change in Control(4) | — | — | — | 260,320 | 260,320 | | Involuntary Termination Without “Cause” or Voluntary Termination for “Good Reason”, Following a Change in Control | 801,617 | 50,760 | — | 260,320 | 1,112,697 | | Voluntary Termination, Retirement-Eligible(5) | — | — | — | — | — | | Disability | — | — | — | 171,988 | 171,988 | | Death | — | — | — | 260,320 | 260,320 |

  43. Potential Payments Upon Termination or Change in Control

    (1) Cash Severance Payments and the Value of Continuing Benefits arise from employment agreements between the NEO and the Company. Messrs. Alexander, Daggett, and Duncan are each a party to employment agreements with NI Holdings, Inc. and Nodak Insurance Company, the terms of which are described above. The employment periods of these agreements are three years, one year, and two years, respectively. The Cash Severance Payment is calculated for each of Messrs. Alexander, Daggett, and Duncan as an amount equal to (a) the sum of such officer’s annual base salary plus the average annual bonus for the preceding three calendar years multiplied by (b) the quotient obtained by dividing the number of full calendar months remaining in such officer’s employment period by twelve. In addition, the officer will be entitled to continued benefit plan coverage for the remaining term of his employment agreement to the extent permitted by the plan or applicable law. (2) The Company’s Non-Qualified Deferred Compensation Plan provides for the immediate vesting of all amounts in the event of an involuntary separation from service (other than for “Cause”) or a change in control. (3) Acceleration of Equity Awards is presented as the sum of the values as of the last business day of 2023 of the additional benefit from the acceleration of vesting, if any, of restricted stock units and performance share units that would have occurred as a result of termination under the different circumstances presented. Performance share units for the 2021-2023 performance period are treated as vested as of the last business day of 2023 and are not included in this table because the vesting of these awards is reflected in the “Stock Vested in 2023” table above and the shares are no longer reflected in the “Outstanding Equity Awards at December 31, 2023” table above. The terms of the RSU award agreement provide for the full acceleration of all outstanding awards in the event of disability or death. In the event of an employee’s “Involuntary Termination Due to Position Elimination or Reorganization”, vesting of the RSUs will accelerate on a pro rata basis, based on the employee’s period of service during the total vesting period. In the event of a change in control, unless the RSU award is substituted, assumed, or replaced with similar rights, the RSU award will vest in full upon the change in control. If the RSU award is substituted, assumed, or replaced with similar rights in connection with a change in control, the RSU award will fully vest if the employee is involuntarily terminated other than for “Cause” or voluntarily terminates for “Good Reason” within 24 months of the change in control. The terms also provide for the pro rata acceleration of all outstanding awards in the event of an involuntary termination without “Cause”. The terms of the PSU award agreement provide for the target number of PSUs to vest immediately in the event of death. In the event of disability, retirement, or an “Involuntary Termination Due to Position Elimination or Reorganization”, the employee will have a fully vested interest in the pro rata number of earned PSUs, based on the employee’s period of service during the performance period, payable at the end of the performance period. In the case of a change in control, those PSUs are converted into time-based RSUs. If such converted RSUs are assumed (or substituted or replaced with an award of equivalent value), then the converted RSUs shall become fully vested if the employee remains in continuous service with the Company or an Affiliate until the end of the performance period or dies while in service or terminates on account of “Disability” or “Involuntary Termination Due to Position Elimination or Reorganization”. If the employee resigns at or after “Retirement Age”, the converted RSUs shall continue to vest and become payable as of the end of the performance period. In addition, if the employee is involuntarily terminated without “Cause” or resigns for “Good Reason” within twenty-four (24) months following the Change in Control but prior to the end of the performance period, any converted RSUs (or replacement award) that remains vested will vest in full and become non-forfeitable as of the date of such termination. Notwithstanding the foregoing, if the employee’s converted RSUs are neither assumed, substituted, nor replaced with similar rights (or cash equivalent value thereof), then any unvested converted RSUs will vest in full and become non-forfeitable upon the Change in Control. The terms also provide for a fully vested and non-forfeitable interest in the pro rata number of earned PSUs at the end of the performance period in the event of disability or an involuntary termination without “Cause”, with such pro rata number determined based on the number of full and partial calendar months of the employee’s service during the relevant measurement period compared to the total measurement period. (4) A Change in Control by itself does not trigger any Cash Severance Payments or Value of Continuing Benefits. In the event of a Change in Control, if there is an involuntary termination without “Cause” or a voluntary termination for “Good Reason”, that double trigger would result in such payments as reflected on the “Involuntary Termination without Cause or Voluntary Termination for Good Reason, Following a Change in Control” row. The agreements for the RSU and PSU awards do allow for acceleration of equity awards in a Change in Control event without requiring a double trigger. (5) For retirement-eligible executives, the terms of the PSU award provide for a fully vested and non-forfeitable interest in the pro rata number of earned PSUs at the end of the performance period upon voluntary termination from the Company. None of the NEOs are currently retirement-eligible.

  44. CEO Pay Ratio

    CEO Pay Ratio In accordance with Item 402(u) of Regulation S-K, promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing (i) the ratio of the annual total compensation of our President and CEO, Michael J. Alexander, to (ii) the annual total compensation of our median employee, both calculated in accordance with the requirements of Item 401(c)(2)(x) of Regulation S-K. The median NI Holdings employee works in a full-time salaried role in Information Technology. For fiscal year 2023, the median employee’s total annual compensation was $84,960. Mr. Alexander’s total annual compensation was $2,397,889. The ratio of our CEO’s total annual compensation to the median employee was 28:1. We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. We selected December 31, 2022 as the date on which to determine our employee population and the median employee, since there has been no change in our employee population or employee compensation that we reasonably believe would result in a significant change in the pay ratio disclosure. In determining this population, we included all full-time and part-time employees other than our President and CEO. We did not include any contractors in our employee population. As permitted by SEC rules, to identify our median employee, we elected to use total target cash compensation plus the grant date fair value of equity awards, if any, as our consistently applied compensation measure, which we refer to herein as total target compensation and calculated as (i) base salary and target bonus as of December 31, 2022, and (ii) the grant date fair market value of equity awards issued during the previous twelve months. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Consequently, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  45. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information between executive compensation actually paid and the Company’s financial performance. Compensation Actually Paid (“CAP”) is calculated in accordance with Item 402(v) and does not represent compensation actually earned, paid, or realized by the NEOs during a covered year. The following table shows the relationship between CAP to our NEOs and certain performance measures for the last four years. The Company’s performance measures included in this table are cumulative total shareholder return (“TSR”), net income, and adjusted book value per share.

  46. Pay versus Performance

    | Year | SCT Total Compensation For CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Average SCT Total Compensation for Other NEOs(1) ($) | Average Compensation Actually Paid to Other NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On:(3) | | Net Income (Loss)(4) ($000’s) | Adjusted Book Value Per Share(5) ($) | | | | | | | Cumulative TSR ($) | Peer Group Cumulative TSR ($) | | | | 2023 | 2,397,889 | 2,164,336 | 730,182 | 678,341 | 75.52 | 160.50 | (5,476) | 13.25 | | 2022 | 2,268,455 | 254,540 | 605,128 | 287,707 | 77.15 | 144.67 | (53,096) | 13.06 | | 2021 | 2,270,551 | 2,892,067 | 546,238 | 536,225 | 109.94 | 126.01 | 8,416 | 14.98 | | 2020 | 2,696,218 | 2,822,186 | 827,460 | 862,616 | 85.47 | 105.39 | 40,389 | 14.54 |

  47. Pay versus Performance

    ____________ (1) Mr. Alexander was the Company’s CEO for all four years presented. The Other NEOs included for 2023 are Messrs. Daggett and Duncan. The Other NEOs included for 2022 are Messrs. Daggett, Duncan, and Milius. The Other NEOs included for 2021 are Messrs. Daggett, Doom, and Duncan. The Other NEOs included for 2020 are Messrs. Doom and Duncan. (2) The amounts reflected in the “Compensation Actually Paid” column are calculated by making certain adjustments to the total compensation reported in the “SCT Total Compensation” columns. These adjustments include changes in the fair value of equity awards of each year, arising from both fluctuations in the market value of the Company’s common stock and changes to the expected performance of PSUs. The Company does not offer any pension plans to its NEOs.

  48. Pay versus Performance

    | Name | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | CEO: | | | | | | Total Compensation as reported in SCT | 2,397,889 | 2,268,455 | 2,270,551 | 2,696,218 | | Less: Fair value of equity awards granted during fiscal year | (840,695) | (827,170) | (870,488) | (708,722) | | Add: Grant-date fair value of equity compensation granted in current year – value at year-end | 788,493 | 424,640 | 883,097 | 816,074 | | Add/Subtract: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | — | | Add/Subtract: Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | (192,383) | (746,733) | 464,874 | 187,078 | | Add/Subtract: Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 11,032 | (864,652) | 144,033 | (168,462) | | Less: Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | — | — | — | | Compensation Actually Paid to CEO | 2,164,336 | 254,540 | 2,892,067 | 2,822,186 | | Other NEOs: | | | | | | Average Total Compensation as reported in SCT | 730,182 | 605,128 | 546,238 | 827,460 | | Less: Fair value of equity awards granted during fiscal year | (193,900) | (161,090) | (193,235) | (165,416) | | Add: Fair value of equity compensation granted in current year – value at year-end | 181,860 | 82,495 | 113,422 | 140,391 | | Add/Subtract: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | — | | Add/Subtract: Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | (41,326) | (118,506) | 59,217 | 48,205 | | Add/Subtract: Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 1,525 | (120,320) | 51,398 | 11,976 | | Less: Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | — | (40,815) | — | | Average Compensation Actually Paid to Other NEOs | 678,341 | 287,707 | 536,225 | 862,616 |

  49. Pay versus Performance

    (3) Total Shareholder Return is measured based on an assumed investment of $100 as of December 31, 2019 in both the common stock of the Company and the peer group, and assumes reinvestment of dividends. The S&P Composite 1500 Property & Casualty Insurance Index has been selected as the peer group for this comparison. (4) The “Net Income” column reflects audited GAAP Net Income Attributable to NI Holdings, Inc. as reported in the Company’s Annual Report on Form 10-K. (5) The Company has elected to report “Adjusted Book Value Per Share” as its company-selected performance measure. Adjusted book value is determined by subtracting the impact of unrealized gains and losses on investments as well as the non-controlling interest from the Company’s total shareholders’ equity. The adjusted book value is divided by the outstanding shares of common stock at the end of the performance period to calculate the per share value. The amounts reported as compensation actually paid to executives are dependent upon the fair value of the Company’s common stock as of December 31 each year and the estimated performance of the PSUs. The Company’s PSUs utilize a three-year performance period for adjusted book value per share. At each balance sheet date, management makes a determination how each set of PSU awards will compare at the end of the performance period to the pre-determined goals. The following table shows the estimated accrual for each set of PSU awards at the different reporting dates:

  50. Pay versus Performance

    | Reporting Date | 2018 PSUs ($) | 2019 PSUs ($) | 2020 PSUs ($) | 2021 PSUs ($) | 2022 PSUs ($) | 2023 PSUs ($) | | Performance Period | 2018 – 2020 | 2019 – 2021 | 2020 – 2022 | 2021 – 2023 | 2022 – 2024 | 2023 – 2025 | | December 31, 2023 | — | — | — | Paid at zero | Zero | Target | | December 31, 2022 | — | — | Paid at zero | Zero | Threshold | — | | December 31, 2021 | — | Paid at maximum | Maximum | Target | — | — | | December 31, 2020 | Paid at maximum | Maximum | Target | — | — | — | | December 31, 2019 | Maximum | Target | — | — | — | — |

  51. Pay versus Performance

    Compensation Actually Paid and Adjusted Book Value Per Share The following graphs depict the relationship between adjusted book value per share and compensation actually paid to the Company’s CEO and other NEOs, respectively. Compensation Actually Paid and Net Income The following graphs depict the relationship between net income and compensation actually paid to the Company’s CEO and other NEOs, respectively. Compensation Actually Paid and Relative TSR The following graphs depict the relationship between total shareholder return and compensation actually paid to the Company’s CEO and other NEOs, respectively. A comparison of the Company’s TSR and Peer Group TSR is also provided. TSR is displayed assuming an investment of $100 as of December 31, 2019 in the common stock of both the Company and the peer group, and assumes reinvestment of dividends. Financial Performance Measures The four performance measures listed below represent an unranked list of the “most important” performance measures that the Company used to align compensation actually paid to the NEOs for 2023 and company performance. These measures are discussed in detail in the Compensation Discussion & Analysis above as part of the Short-Term Incentive Bonus Plan and the Stock-Based Incentive Plan:

  52. Pay versus Performance

    | Performance Measures | | GAAP-based adjusted book value per share | | Insurance business premium growth | | Statutory-basis combined ratio of the Company’s insurance operations | | Statutory-basis return on equity of the Company’s insurance operations |

  53. Do the directors and officers of the Company have an interest in the outcome of the matters to be voted on?

    Do the directors and officers of the Company have an interest in the outcome of the matters to be voted on? Our directors and officers will not receive any special benefit as a result of the outcome of the matters to be voted on, except that our non-employee directors will receive compensation for their service as described in this Proxy Statement under the heading “Proposal 1: Election of Directors.”