DEF 14A of Employers Holdings, Inc., Apr 10, 2025

DEF 14A of Employers Holdings, Inc.

Filed Apr 10, 2025 · FY20240001379041-25-000087

Open on EDGAR

  1. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors

  2. Nominees for Election as Directors

    Nominees for Election as Directors Effective as of March 3, 2025, Marvin Pestcoe was appointed as a member of the Board. Mr. Pestcoe was identified as a nominee by a third-party search firm. On the same date, Michael J. McSally and James R. Kroner notified the Board that they were retiring from the Board, effective immediately. Following Mr. Pestcoe’s appointment and the retirement of Messrs. McSally and Kroner, the Board consists of eight directors. The Board thanks Messrs. McSally and Kroner for their service. The Board nominated the eight director candidates identified below for election at the annual meeting, to hold office until the next succeeding annual meeting of stockholders or until their successors have been duly elected or appointed and qualified. All nominees are current members of the Board. The Board Governance and Nominating Committee (the "Governance Committee") considered each nominee’s experiences, qualifications, attributes, and skills when determining the current performance of the Board. The Governance Committee also reviewed the Board and committee evaluations, including individual peer-to-peer reviews, and considered the significant experience our directors have had working together on the Board. The Board evaluated the same criteria when it approved the nominees recommended by the Governance Committee. In considering the nominees, the Governance Committee and the Board focused on the background and experiences of the nominees, as described in the biographies appearing below. The Governance Committee and the Board concluded that the nominees for election provide the Company with an appropriate mix of experience, perspectives, knowledge, education, and abilities to allow the Board to fulfill its responsibilities to the Company and its stockholders. Each nominee has consented to being named in this proxy statement and to serve as a director, if elected. Should any of the nominees become unable or unwilling to serve, the proxies will be voted for the election of such person(s) as shall be recommended by the Board. The Board has no reason to believe that the nominees will be unable to serve. The information provided is as of April 1, 2025, unless otherwise indicated.

  3. Nominees for Election as Directors

    | 8 ongoing directors | 5 years average tenure of independent directors | | 38% female directors | 88% independent directors |

  4. Nominees for Election as Directors

    | Katherine H. Antonello |

  5. Nominees for Election as Directors

    | Principal Occupation: | Director Since: 2021 | | President and Chief Executive Officer of Employers Holdings, Inc. | Committee Memberships: | | Age: 60 | Executive | | Other current public company directorships: None | Risk Management, Technology and Innovation | | Previous public company directorships in last five years: None | |

  6. Nominees for Election as Directors

    | Experience | | Ms. Antonello has served as a Director and the President and Chief Executive Officer of the Company since April 2021. She also serves as a Director and Chief Executive Officer of each of the Company’s wholly-owned subsidiaries. Ms. Antonello joined the Company in August 2019 as its Executive Vice President, Chief Actuary. Prior to joining the Company, Ms. Antonello served as the Chief Actuary for the National Council on Compensation Insurance (NCCI) from June 2013 to July 2019. Ms. Antonello earned her Bachelor of Science degree in Mathematics from Birmingham-Southern College. She is a Fellow of the Casualty Actuarial Society, a Fellow of the Society of Actuaries, and a Member of the American Academy of Actuaries. In addition, she served as Chair of the Board of Directors and President of the Casualty Actuarial Society and continues as an advisory board member of Kids Chance of America. | | Skills and Qualifications | | Ms. Antonello’s qualifications to serve on the Board include, among other factors, her unique blend of nearly 40 years of insurance experience in the areas of both life and annuity insurance and property and casualty insurance. She has over 25 years of deep workers’ compensation insurance experience, having held leadership roles over actuarial, policy services, claims, government affairs, regulatory reporting, research, and internal audit functions. Additionally, during her career, she has broadened her industry perspective by working at carriers, insurance bureaus, and consulting firms. |

  7. Nominees for Election as Directors

    | João (John) M. de Figueiredo |

  8. Nominees for Election as Directors

    | Principal Occupation: | Director Since: 2019 | | Professor | Independent | | Age: 59 | Committee Memberships: | | Other current public company directorships: None | Board Governance and Nominating (Chair) | | Previous public company directorships in last five years: None | Executive | | | Risk Management, Technology and Innovation |

  9. Nominees for Election as Directors

    | Experience | | Dr. de Figueiredo has been a professor at Duke University since 2010 and is currently the Russell M. Robinson II Distinguished Professor of Law, Strategy, and Economics at the Duke University Law School and Fuqua School of Business. Prior to joining Duke, Dr. de Figueiredo held faculty positions at the UCLA Anderson School of Management, UCLA Law School, and the MIT Sloan School of Management. He has also served as a strategic management consultant at Monitor Company. His research specializes in business and innovation strategies in regulated industries. His scholarly articles, papers, and reviews on strategy, innovation, economics, and business-government interactions have appeared in numerous scholarly and management journals in a variety of disciplines. Dr. de Figueiredo received a Ph.D. in Business and Public Policy from the University of California, Berkeley, an M.Sc. degree in Economics from the London School of Economics, and an A.B. degree from Harvard University, and he has been a Research Associate with the National Bureau of Economic Research since 2007. | | Skills and Qualifications | | Dr. de Figueiredo’s qualifications to serve on the Board include, among other factors, his knowledge, research, and expertise in areas of competitive strategy, disruptive and incremental innovation, strategy implementation and organizational change, data analytics, economics, and corporate regulatory and political strategy. |

  10. Nominees for Election as Directors

    | Barbara A. Higgins |

  11. Nominees for Election as Directors

    | Principal Occupation: | Director Since: 2018 | | Advisor | Independent | | Age: 58 | Committee Memberships: | | Other current public company directorships: None | Board Governance and Nominating | | Previous public company directorships in last five years: None | Executive | | | Human Capital Management and Compensation (Chair) |

  12. Nominees for Election as Directors

    | Experience | | Ms. Higgins retired from Duke Energy Corporation ("Duke Energy"), an electric power and natural gas holding company, in December 2021 and currently serves as an advisor on customer experience management as well as on the board of multiple non-profit institutions. From August 2017 through December 2021, Ms. Higgins served as the Chief Customer Officer for Duke Energy, with focus on designing end-to-end strategies for measurement, valuation and improvement of the residential and commercial customer experience and had also served as its Customer Experience Advisor. Previously, from May 2015 to August 2017, she was a consultant. Ms. Higgins served as Chief Customer Officer for Allstate Insurance Company from May 2011 to April 2015. Prior to that, she led Customer Experience at United Airlines, Inc., following a nearly 19-year career at The Walt Disney Company ("Disney") where she served in every Disney-owned and operated theme park location worldwide. From 2013 to the end of 2018, she served as a Director at DeVry University and was an advisory board member from November 2011 to 2013. Ms. Higgins received a Bachelor of Science degree from Cornell University, School of Hotel Administration and a Master of Business Administration from the University of Florida, Warrington College of Business Administration. | | Skills and Qualifications | | Ms. Higgins's qualifications to serve on the Board include, among other factors, her more than 35 years of experience in multi-channel operations, market research, brand management and leadership, managing operations across diverse cultures in the Americas, Asia, and Europe. An expert in customer experience management, she has worked for public multi-national companies in industries spanning energy, insurance, airlines, and hospitality, providing frequent updates to these boards. In her previous public company board experience, she served on the governance committee and oversaw transition from public company to private-owned board structure, developing committee charters and a new compensation structure. |

  13. Nominees for Election as Directors

    | Michael J. McColgan |

  14. Nominees for Election as Directors

    | Principal Occupation: | Director Since: 2017 | | Director and Private Investor | Independent | | Age: 69 | Committee Memberships: | | Other current public company directorships: None | Audit (Chair) | | | Executive | | Previous public company directorships in last five years: None | Human Capital Management and Compensation |

  15. Nominees for Election as Directors

    | Experience | | Until July 2017, Mr. McColgan was a Partner with PricewaterhouseCoopers LLP ("PwC") providing assurance, risk management, business advisory, and other services to clients primarily in the financial services industry. During his 38-year career with PwC, including 27 years as a Partner, Mr. McColgan held various leadership positions, such as East Region Assurance Leader, the firm’s largest Assurance Practice, Managing Partner of the New York Metro Insurance Practice and Managing Partner of the Northeast Financial Services and Insurance Practices. He was also a member of the PwC Extended Leadership Team and served as the Global Engagement Partner for several of PwC’s largest insurance company clients. Mr. McColgan also serves as a Director of Point32Health, Inc. formed in 2021 through the merger of Tufts Health Plan, Inc. and Harvard Pilgrim Health Care, Inc. Mr. McColgan received a bachelor’s degree in Accounting from Villanova University, is a Certified Public Accountant, and is a member of the American and Pennsylvania Institutes of Certified Public Accountants. | | Skills and Qualifications | | Mr. McColgan’s qualifications to serve on the Board include, among other factors, the significant experience he has gained in various leadership positions as a Partner at PwC, including his expertise in the areas of assurance, risk management, and advising businesses, primarily in the financial services industry. |

  16. Nominees for Election as Directors

    | Jeanne L. Mockard |

  17. Nominees for Election as Directors

    | Principal Occupation: | Director Since: 2018 | | Private Investment Manager and Director | Independent | | Age: 61 | Committee Memberships: | | Other current public company directorships: None | Audit | | | Executive (Chair) | | Previous public company directorships in last five years: None | |

  18. Nominees for Election as Directors

    | Experience | | Ms. Mockard has been the Chair of our Board since March 2024. Since 2009, Ms. Mockard has been the Principle at JLM Capital and Consulting, which provides consulting services to financial and technology companies and evaluates private investment opportunities. Prior to that, she was a Managing Director and Portfolio Manager with Putnam Investments for over 20 years. Ms. Mockard is a CFA and currently serves as a Director, member of the Audit Committee and chair of the Finance Committee of Nuclear Electric Insurance Limited, as a Director of Silent Spring Institute, a member of the Endowment Committee for The Bryn Mawr School, and as the Chair of the Investment Committee and Treasurer of the Lutheran Deaconess Association. Ms. Mockard received a Bachelor of Science degree from Tufts University and a Master of Business Administration from the University of Virginia, Darden School of Business. | | Skills and Qualifications | | Ms. Mockard’s qualifications to serve on the Board include, among other factors, her experience with financial and technology companies and as an investor in startup businesses, as well as more than 20 years of experience managing large investment portfolios, and her extensive service on various boards and committees. |

  19. Nominees for Election as Directors

    | Alejandro (Alex) Perez-Tenessa |

  20. Nominees for Election as Directors

    | Principal Occupation: | Director Since: 2022 | | CEO | Independent | | Age: 50 | Committee Memberships: | | Other current public company directorships: None | Executive Committee | | | Human Capital Management and Compensation | | Previous public company directorships in last five years: None | | | | Risk Management, Technology and Innovation (Chair) |

  21. Nominees for Election as Directors

    | Experience | | Mr. Perez-Tenessa is the founder and CEO of Trendio Live Inc., a marketing technology company, which was formed in July 2021. Prior to that, he served as Vice President, U.S. Prime Video at Amazon.com, Inc., a multinational technology company, from August 2019 to April 2021. He served as Vice President, Kindle Content at Amazon from 2017 to 2019. Prior to joining Amazon, he served as Vice President of Beauty and Personal Care of CVS Health from 2013 to 2017. He also served as a Partner at McKinsey & Company from 2003 to 2013. Mr. Perez-Tenessa received a Master in Business Administration from Harvard University (Baker Scholar), as well as a bachelor’s degree and a master’s degree from ESSEC Business School in Paris, France. | | Skills and Qualifications | | Mr. Perez-Tenessa’s qualifications to serve on the Board include, among other factors, his unique expertise and experience in areas including transformational leadership, digital marketing, and optimization of customer experience through machine learning. |

  22. Nominees for Election as Directors

    | Marvin Pestcoe |

  23. Nominees for Election as Directors

    | Principal Occupation: | Director Since: 2025 | | Director | Independent | | Age: 64 | Committee Memberships: | | Other current public company directorships: Hamilton Insurance Group, Ltd. | Audit | | | Board Governance and Nominating | | Previous public company directorships in last five years: AISIX Solutions Inc. | |

  24. Nominees for Election as Directors

    | Experience | | Mr. Pestcoe served as Executive Chair and Chief Executive Officer of Langhorne Re, a global life and annuity reinsurer, from January 2019 to April 2021 and continued as a director of Langhorne Re until March 2023. He previously held senior positions for PartnerRe (2001 to 2017) and Swiss Re New Markets (1997 to 2001), and has over 40 years of experience in insurance, reinsurance and investments including a range of executive roles and leadership positions that focused on profit center management, investments, corporate strategy, data analytics and risk management. Mr. Pestcoe has served on the boards of several public and private companies. He is currently a director of Hamilton Insurance Group, Ltd. where he is the chair of the Underwriting Committee, a member of the Audit Committee and a member of the Investment Committee. Mr. Pestcoe also serves on the board of Catalina Holdings (Bermuda) Ltd. Mr. Pestcoe is a Fellow of the Casualty Actuarial Society and a member of the American Academy of Actuaries. | | Skills and Qualifications | | Mr. Pestcoe's qualifications to serve on the Board include, among other factors, his significant knowledge and expertise in areas including executive leadership roles with over 40 years in the insurance industry in profit center management, investments, corporate strategy, data analytics, and risk management, as well as his board service on both publicly traded and private companies. |

  25. Nominees for Election as Directors

    | Steven P. Sorenson |

  26. Nominees for Election as Directors

    | Principal Occupation: | Director Since: 2024 | | Director | Independent | | Age: 60 | Committee Memberships: | | Other current public company directorships: None | Human Capital Management and Compensation | | Previous public company directorships in last five years: None | Risk Management, Technology and Innovation |

  27. Nominees for Election as Directors

    | Experience | | Mr. Sorenson retired from the Allstate Corporation ("Allstate"), a nationwide insurance provider, in April 2023 after serving in various senior leadership roles, most recently as Executive Vice President of Corporate Business Transformation from 2020 to April 2023 and as Executive Vice President of Operations from 2017 to 2020. He joined Allstate in 2000. Prior to joining Allstate, Mr. Sorenson was a general manager at Progressive Insurance Company from 1997 to 2000 and an engagement manager at McKinsey & Company from 1992 to 1997. Mr. Sorenson currently serves on the boards of YMCA of Metropolitan Chicago, where he serves as Chair, and One Hope United, a multistate nonprofit that helps children and families build the skills to live life without limits. Mr. Sorenson earned a master’s degree in business administration (finance and strategy) from the University of Chicago in 1992 and a bachelor’s degree in economics from Harvard University in 1987. | | Skills and Qualifications | | Mr. Sorenson’s qualifications to serve on the Board include, among other factors, his significant knowledge and expertise in areas including transformational leadership, insurance operations, and insurance product development and distribution. |

  28. Nominees for Election as Directors

    ___________________________________________________________________________

  29. Director Compensation

    Director Compensation For purposes of determining 2024 director compensation, the Compensation Committee, with the advice, guidance and recommendations of CAP, discussed, analyzed, and reviewed the existing director compensation program during several Compensation Committee meetings to evaluate whether the directors' compensation: (1) remained reasonable and competitive, both generally and specifically when analyzed against the director compensation for the same peer companies used to analyze named executive officer compensation; (2) was consistent with best corporate practices; (3) met the goals and objectives of the Company; and (4) aligned directors' interests with those of our stockholders. The Compensation Committee considered CAP's opinion that director compensation generally remained competitive and did not make any changes to the value of the directors' equity grant or the value and structure of the directors' cash compensation for the 2024-2025 director term. In 2024, the components of non-employee director compensation remained an annual cash retainer and an award of restricted stock units ("RSUs"). The Chair of the Board and the chair of each of the Board's committees are paid additional cash fees for their service. Each non-employee committee member is paid an annual cash fee for committee membership and an additional committee meeting fee if the committee member attends more than eight committee meetings in any calendar year. No additional payments are made for attendance at Board meetings. Annual cash retainers, Board, committee chair and committee membership fees, and committee meeting attendance fees (if any) are paid in quarterly installments, in arrears at the end of each quarter. Non-employee director compensation in 2024 consisted of:

  30. Director Compensation

    | | Board of Directors | Audit Committee | Compensation Committee | Other Committees | | Board Member - annual cash retainer | $65,000 | $— | $— | $— | | Board Member - annual RSU award(1) | 85,000 | — | — | — | | Chair of the Board | 75,000 | — | — | — | | Committee Chair | — | 20,000 | 15,000 | 10,000 | | Committee membership - annual fee | | 14,000 | 12,000 | 9,000 | | Committee meeting attendance - per meeting, over eight per year | — | 1,750 | 1,500 | 1,500 |

  31. Director Compensation

    (1)See table below for additional details regarding RSUs.

  32. 2024 Director Compensation

    2024 Director Compensation The table below sets forth a summary of the compensation paid to our non-employee directors in 2024. Ms. Antonello, our President and CEO and a director in 2024, did not receive any additional compensation for serving as a director. See the "2024 Summary Compensation Table" below on page 34 for the 2024 compensation received by Ms. Antonello. Mr. Pestcoe became a non-employee director effective March 3, 2025 and, accordingly, did not receive any director compensation in 2024.

  33. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation(2) ($) | Total ($) | | João “John” M. de Figueiredo | 93,000 | 84,995 | — | — | — | 3,236 | 181,231 | | Prasanna G. Dhoré(3) | 35,833 | — | — | — | — | 9,609 | 45,442 | | Barbara A. Higgins | 102,500 | 84,995 | — | — | — | 2,198 | 189,693 | | James R. Kroner(4) | 98,000 | 84,995 | — | — | — | 162 | 183,157 | | Michael J. McColgan | 108,625 | 84,995 | — | — | — | 2,791 | 196,411 | | Michael J. McSally(4) | 94,125 | 84,995 | — | — | — | — | 179,120 | | Jeanne L. Mockard | 149,458 | 84,995 | — | — | — | 4,739 | 239,192 | | Alejandro "Alex" Perez-Tenessa | 81,750 | 84,995 | — | — | — | 162 | 166,907 | | Steven P. Sorenson(5) | 71,667 | 106,213 | — | — | — | 2,285 | 180,165 |

  34. 2024 Director Compensation

    (1)The amounts in the "Stock Awards" column relate to the RSUs granted in 2024 under our equity and incentive plan. Such grants of RSUs were made following the 2024 Annual Meeting of Stockholders to all non-employee directors serving as of that date and are scheduled to vest on May 23, 2025, subject to the director's continued service. Mr. Sorenson's grant of RSUs following his appointment to the Board effective March 1, 2024, took into consideration the length of time that he would serve between his appointment and the 2024 Annual Meeting of Stockholders. The fair market value of each share of common stock subject to the RSUs on May 23, 2024, the date of grant, was $41.12. As of December 31, 2024, each then-serving non-employee director had 2,067 unvested RSUs, with the exception of Mr. Sorenson who had 2,583 unvested RSUs. Mr. Dhoré had no outstanding equity awards with respect to the Company on December 31, 2024. Additional stock ownership information is set forth in the beneficial ownership table on page 50. The amounts shown do not reflect compensation actually received by the non-employee director but rather represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("FASB ASC Topic 718"), based on the stock price on the date of grant and excluding any assumption for future forfeitures. All other assumptions used to calculate the expense amounts shown are set forth in Note 14 to the 2024 Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as filed on February 28, 2025 (the "2024 10-K"). Dividend equivalents will be credited to those non-employee directors who elect to defer settlement of their RSUs generally until six months after termination of Board service, and will be converted into additional RSUs. (2)All Other Compensation includes the aggregate incremental costs associated with the non-employee directors' Board activities and retirement gifts for Mr. Dhoré. (3)Mr. Dhoré retired from the Board effective May 23, 2024 and received pro-rated cash fees based on his service during the year. (4)Mr. Kroner and Mr. McSally retired from the Board effective March 3, 2025. (5)Mr. Sorenson was appointed to the Board effective March 1, 2024 and received pro-rated cash fees based on his service during the year.

  35. 2024 Executive Compensation Outcomes

    2024 Executive Compensation Outcomes The Compensation Committee considered, among other things, the 2024 Company performance described above, the continued successful execution of our plan to develop and implement new technologies and capabilities, and the individual performance of each NEO, in making the following compensation decisions: •We provided increases in 2024 base salary for NEOs based on factors such as the individual's performance, scope of responsibility, competitive market levels, and market trends; and •Our financial performance in 2024 resulted in an Adjusted GAAP Calendar Year Combined Ratio of 98.0%. This was better than the threshold performance (the "Bonus Hurdle") of 102.0% and resulted in annual cash bonus awards to our NEOs of between 51% and 95% of their respective bonus targets.

  36. Highlights of Our Executive Compensation Program

    Highlights of Our Executive Compensation Program We believe our program: •Provides total target direct compensation opportunities that are within the competitive range for executives with similar roles in our compensation peer group; •Aligns pay and performance by linking incentive compensation with our combined ratio and ABVPS, which are viewed as key operational metrics and financial drivers of our stock price; •Emphasizes long-term equity compensation tied to the change in ABVPS and our stock price; and •Discourages excessive or undue risk-taking. What our Program Does: •Emphasizes Performance-Based Compensation: ◦Long Term: We continued to align a significant portion of our compensation with long-term performance by weighting performance stock units ("PSUs") at 65% of the total long-term equity compensation, which represented approximately 52% of Ms. Antonello's 2024 target direct compensation. ◦Short Term: Our short-term incentive ("STI") program is entirely performance-based, with annual cash bonuses paid only if the applicable performance goals are achieved. •Has a Diversified Mix of Performance Metrics: We currently use Change in ABVPS for the PSU metric, and we use Adjusted GAAP Calendar Year Combined Ratio for our STI program metric. •Mitigates Risk, Exhibits Good Corporate Governance and Addresses Human Capital Matters: ◦Possesses Robust Clawback Policies: We have a robust policy to recapture (or "clawback") cash and equity incentive compensation paid to our NEOs and our broader executive team in the event of a restatement or misconduct. We also have a compensation recapture policy, which was implemented in 2023, for the recovery of erroneously awarded performance-based incentive compensation from our current and former "officers" (each, a "Section 16 Officer"), including our NEOs, consistent with SEC rules and the Listing Standards. ◦Limits the Amount of Awards Provided: Our equity and incentive plan has a maximum limit on the amount of awards provided to our NEOs. ◦Uses Regular Annual Equity Grants: We have a policy of awarding annual equity grants to our NEOs during a regularly scheduled Compensation Committee meeting, typically in February or March of each year. ◦Imposes Long-Term Vesting and Performance Requirements: Our long-term incentive ("LTI") program includes both PSUs and RSUs. Our 2024 RSUs were granted with service-based annual vesting over a four-year period, and our 2024 PSU awards span a three-year performance period. ◦Subjects NEOs to Stock Ownership Guidelines: We require our NEOs to attain and maintain meaningful and competitive levels of Company stock ownership. ◦Addresses Human Capital Management: Our strategy is to attract and retain responsible, talented, and experienced individuals through various initiatives that help promote inclusion, diversity, and fair pay. What our Program Does Not Do: •Change in Control Gross-Ups: We have no tax gross-up provisions related to change in control benefits or payments. •Hedging or Pledging: We restrict our NEOs from hedging or pledging Company equity securities, including securities granted under the Company's equity and incentive plan. •Excessive Perquisites or Benefits: We provide only limited perquisites and benefits, and we do not provide items such as SERPs or defined benefit pension plans.

  37. Independent Compensation Consultant

    Independent Compensation Consultant For 2024, the Compensation Committee engaged CAP to identify competitive compensation practices for our executive and director compensation programs, and to advise the Compensation Committee regarding the design of the Company's 2024 incentive compensation components, the competitive ranges for each element of our NEOs' compensation, and compensation trends and standards for best practices. The Compensation Committee also worked with CAP in determining the target compensation levels for our CEO and the other NEOs. CAP did not perform any unrelated services on behalf of management and management did not retain a separate compensation consultant in 2024.

  38. Competitive Market Analysis

    Competitive Market Analysis CAP conducted a competitive market analysis consisting of companies within our peer group and survey data to help inform the Compensation Committee's 2024 compensation decisions. Our peer companies were selected based on a review of organizations that have similar industry focus (insurance companies in the property and casualty segment, including companies with a workers' compensation line of business, as well as insurance companies in the life and health segments), financial size (net written and net earned premium), business or operating features and business mix (insurance companies with which we compete for business and/or talent), market capitalization, returns (return on equity and total shareholder return), and financial performance (combined ratio and net income). As a result of its review, CAP recommended removing Argo Group International Holdings, Ltd., as it was acquired in 2023. CAP also recommended adding Lemonade, Inc., as its business includes a robust direct to consumer distribution channel and was viewed as reasonably comparable to the Company's in terms of size. CAP recommended the revised peer group to the Compensation Committee, for the purpose of reviewing the competitive market for the positions of each of the NEOs, with respect to 2024 compensation decisions, with the exception of the Chief Actuarial and Underwriting Officer. The Compensation Committee approved the peer group below as recommended by CAP:

  39. Competitive Market Analysis

    | Peer Group | | | | ● AMERISAFE, Inc. | ● Donegal Group Inc. | ● Global Indemnity Group, LLC | | ● Hallmark Financial Services, Inc. | ● HCI Group, Inc. | ● Horace Mann Educators Corp | | ● Kinsale Capital Group, Inc. | ● Lemonade, Inc. | ● National Western Life Group, Inc. | | ● NI Holdings, Inc. | ● Palomar Holdings, Inc. | ● ProAssurance Corporation | | ● RLI Corp | ● Safety Insurance Group, Inc. | ● Selective Insurance Group, Inc. | | ● SiriusPoint, Ltd. | ● Tiptree, Inc. | ● United Fire Group, Inc. |

  40. Competitive Market Analysis

    The Compensation Committee reviewed proprietary survey data from the 2023 Willis Towers Watson APCIA Insurance Compensation Survey (the "APCIA Survey"), the 2023 McLagan NAMIC P&C/General Insurance Survey (the "NAMIC Survey"), the 2023 CompAnalyst Insurance Compensation Survey (the "CompAnalyst Survey"), and the 2023 PayFactors Insurance Compensation Survey (the "PayFactors Survey") to assess the competitive market for the Chief Actuarial and Underwriting Officer position, and reviewed the survey data, in addition to the peer group data, to assess the competitive market each of the other NEO positions, including the CEO position. The APCIA Survey and the NAMIC Survey data was limited to property & casualty insurance companies with direct written premium above $750 million. The CompAnalyst Survey and the PayFactors Survey data was limited to insurance companies with between $500 million and $1 billion in revenue.

  41. Short-term Incentives

    Short-term Incentives Under our 2024 STI program (which is administered under our equity and incentive plan), each of our NEOs was eligible to receive a cash bonus only if a pre-established financial goal had been achieved. As in prior years, the Compensation Committee believed that the annual cash bonus was a key component of our 2024 executive compensation program as it enabled us to (1) align certain compensation opportunities with our short-term financial goals, (2) create incentives based on the Company's 2024 performance, and (3) provide competitive compensation opportunities for our NEOs. Performance Measurement For 2024, the Compensation Committee concluded that a performance goal based on an Adjusted GAAP Calendar Year Combined Ratio metric remained an effective and prevalent measure of management performance for an insurance holding company. The Compensation Committee believes that the Adjusted GAAP Calendar Year Combined Ratio promotes the importance of long-term decision making for a long-tail line of insurance like workers' compensation. This metric aligns the STI award with a key financial goal that impacts stockholder value, while excluding certain items that have limited significance in our current and ongoing operations. The Compensation Committee continues to believe that the combined ratio metric: (1)utilizes a measure of the operating insurance companies' profitability; (2)balances revenue and underwriting losses, thereby guarding against the potential for increasing revenue by undertaking unnecessary risk; (3)provides a meaningful incentive for management to pursue increasing levels of operating profitability; and (4)is a common industry measure for assessing company performance. An annual STI payment can only be made to our NEOs under the program if corporate performance is better than the pre-established Bonus Hurdle. If the Bonus Hurdle is met, the annual STI program design enables the Compensation Committee to use its sole discretion to award a STI payment between 0% and 250% based on various criteria that it considers appropriate at the time the cash bonus payments are ultimately determined. For 2024, the performance goal was based on how the Company's Adjusted GAAP Calendar Year Combined Ratio for the 2024 calendar year compared to the pre-established Bonus Hurdle of 102.0%. The Bonus Hurdle was intended to both motivate our executives and to enable the Compensation Committee to reward our NEOs for solid performance. For purposes of the 2024 STI program, Adjusted GAAP Calendar Year Combined Ratio was defined as: (Losses + Loss Adjustment Expenses + Commission Expense – Amortization of the Deferred Gain +/– Impact of the LPT Reserve Adjustment +/– Impact of the LPT Contingent Commission Adjustment) / Net Premiums Earned plus (Underwriting Expenses + General and Administrative Expenses) / Net Premiums Written. The Company's Adjusted GAAP Calendar Year Combined Ratio was calculated based on the financial information disclosed in the 2024 10-K. Bonus Target Awards In setting the bonus targets for each of the NEOs, the Compensation Committee considered the peer group information and recommendations made by CAP. After consultation with CAP, the Compensation Committee increased Ms. Smith's bonus target from 40% to 50% in recognition of her assumption of additional responsibilities associated with her current position, and to bring Ms. Smith's compensation into alignment with similarly situated executives at peer companies. The Compensation Committee maintained each of the other NEO's prior-year bonus target. The annual bonus targets for 2024 were as follows:

  42. Short-term Incentives

    | Name | 2024 Annual Cash Bonus Target as a Percentage of Base Salary | | Katherine H. Antonello | 110% | | Michael S. Paquette | 70 | | Lori A. Brown | 60 | | John M. Mutschink | 55 | | Ann Marie Smith | 50 |

  43. Short-term Incentives

    For 2024, as in 2023, our NEOs could earn an STI award of up to 250% of the NEOs' respective targets, but only if corporate performance was better than the pre-established Bonus Hurdle; that is, less than or equal to an Adjusted GAAP Calendar Year Combined Ratio of 102.0%. Provided that the Bonus Hurdle was achieved, the Compensation Committee had the sole discretion to award a STI payment between 0% and 250%, based on criteria selected by the Compensation Committee for this purpose. The Compensation Committee may exercise its discretion on a case-by-case basis. 2024 Results In 2024, the Company achieved an Adjusted GAAP Calendar Year Combined Ratio of 98.0%, which was better than the Bonus Hurdle of 102.0%. In forming the basis of the Compensation Committee's annual STI award determination, the Compensation Committee focused primarily on our 2024 Adjusted GAAP Calendar Year Combined Ratio of 98.0%. In determining the actual STI awards, the Compensation Committee evaluated each of our NEO's performance, responsibilities, accomplishments, and contributions to the Company during 2024, with advice from Ms. Antonello regarding the NEOs other than herself. As a result of this evaluation, and after consideration of the Company's 2024 performance, the Compensation Committee awarded each NEO an STI award equal to between 51% and 95% of the NEO's respective target. Ms. Antonello was awarded $800,000 in recognition of her overall leadership of the Company, leading to the Company's improvement in financial and business results, as well as execution of the Company's business strategy and strategic initiatives. Mr. Paquette was awarded $190,000 for his effective management of the Company's financial accounting, treasury, and planning functions, as well as his management of capital and the investment portfolio. Ms. Brown was awarded $206,000 for her effective management of the legal, risk and government & regulatory affairs functions, and her effective counsel to the Board and its committees. Mr. Mutschink was awarded $184,000 for his effective management of the Company's human resource and corporate services functions, leadership of multiple strategic business initiatives, and support and counsel to the Compensation Committee. Ms. Smith was awarded $162,000 for her effective management of the underwriting function, as well as the actuarial pricing and reserving functions. The following table sets forth the 2024 annual bonus awards for each NEO:

  44. Short-term Incentives

    | Name | Cash Bonus Amount | | Katherine H. Antonello | $800,000 | | Michael S. Paquette | 190,000 | | Lori A. Brown | 206,000 | | John M. Mutschink | 184,000 | | Ann Marie Smith | 162,000 |

  45. Long-Term Incentive Grants

    Long-Term Incentive Grants We continue to believe that a properly designed LTI program with competitive compensation opportunities encourages our NEOs to pursue and execute long-term strategies to increase stockholder value. Our LTI program is designed to serve as an important retention and recruiting tool in securing a highly-qualified senior management team. We remain committed to linking a significant percentage of our NEOs' compensation to the performance of the Company. In February 2024, the Compensation Committee approved LTI grants under our equity and incentive plan. As in recent years, approximately 65% of the aggregate value of these grants was in the form of PSUs and the remaining 35% was in the form of RSUs (each unit having the value of one share of common stock). As discussed above, the Compensation Committee continues to compensate the NEOs in a manner that is designed to provide a significant portion of our NEOs' compensation (specifically, annual cash bonuses and PSUs) as performance-based. In determining the overall LTI grant levels for each NEO, the Compensation Committee, with advice from CAP, reviewed the relative total compensation opportunities (cash plus long-term incentives), the NEOs' relative responsibilities, the replacement/retention risk, the executive's potential at the Company, individual performance, and tenure with the Company. The Compensation Committee also considered Company performance, peer group data and general market compensation practices. The Compensation Committee did not assign a specific weight to any of these factors. The design of the components of our LTI program reflects this review and is described below. 2024 PSU Grants The PSUs granted to our NEOs in February 2024, as in 2023, were based on our achievement of a metric tied to an annualized three-year change in ABVPS. The Company's change in ABVPS is based on pre-established performance levels over the Average Daily Closing Rate of the 10-year U.S. Treasury (the "10-year Treasury") over a three-year performance period. Before 2023, PSU grants were based on a two-year performance period followed by a one-year service-based vesting requirement. The change to a three-year performance period was made to further align with market practices and to tie a significant portion of compensation to our longer-term performance. ABVPS was again chosen for the 2024 PSU grants because we believe that (1) it encourages management to focus on multiple performance objectives that are deemed critical to creating stockholder value over a sustained period of time, principally our underwriting results and our investment income, (2) it is readily understood by management, and (3) it is simpler and more transparent than many other commonly used performance goals and will therefore more effectively motivate and retain our executives. For 2024, as in 2023, the NEOs are eligible to earn a maximum of 250% of target for the 2024 PSU grant. As in previous years, dividend equivalents will be credited to outstanding PSUs upon the achievement of the applicable performance goals and during the vesting periods, and will be paid only if these performance goals are achieved and all other requirements tied to the payment of the PSUs are satisfied. In that event, payment of the dividend equivalents would be made, in cash, when the underlying PSUs are distributed. For the performance period commencing on January 1, 2024, and ending on December 31, 2026, the performance goals selected were based on how the Company's change in ABVPS over this period compares to pre-determined levels over the 10 Yr. Treasury, which were intended to be challenging, but achievable. The pre-established threshold, target and maximum levels for the Company's change in ABVPS and the corresponding payouts as a percentage of the target number of PSUs awarded are as follows:

  46. Long-Term Incentive Grants

    | | Company's Annualized Three-Year Change in Adjusted Book Value Per Share | Payout as a Percentage of Target | | Maximum | 10 Yr. Treasury + 9.0% | 250% | | Target | 10 Yr. Treasury + 4.0% | 100 | | Threshold | <10 Yr. Treasury + 0.0% | 0 |

  47. Long-Term Incentive Grants

    For purposes of the 2024 PSU grants, the Company's change in ABVPS will be calculated based on the financial information disclosed in the Company's Annual Financial Statements for years 2024, 2025, and 2026, and is defined as follows: Annualized Three-Year Change in Adjusted Book Value Per Share = ((Adjusted book value per share at the end of the three-year performance period + dividends declared per common share during the three-year performance period) / Adjusted book value per share at the beginning of the three-year performance period) ^ (1/3) -1. Adjusted book value per share = ((Stockholders' equity + deferred reinsurance gain-LPT Agreement - accumulated other comprehensive income or loss, net of income tax) / Ending common shares outstanding). 10 Yr. Treasury = the sum of the individual daily closing rates of the 10-Year U.S. Treasury for each calendar day in which the U.S. Treasury market is open during the performance period, divided by the total number of calendar days in which the U.S. Treasury market is open during such performance period. Payouts, if any, would be made by March 15, 2027. The PSU grants made to our NEOs in 2024 are set out and described in the 2024 Summary Compensation Table on page 34 and the 2024 Grants of Plan-Based Awards Table on page 37. 2024 RSU Grants Our NEOs received grants of time-vesting RSUs in February 2024, which vest over a four-year period. As in previous years, the Compensation Committee believes that the RSU grants will positively impact retention and will effectively motivate management to focus on executing the existing long-term strategic plan designed to increase stockholder value. As in recent years, dividend equivalent units will be credited during the vesting periods but will be paid only if the vesting requirements are satisfied. In that event, payment of dividend equivalents would be made, in cash, when the underlying RSUs are distributed. All RSU grants that were made in 2024 to our NEOs are set out and described in the 2024 Summary Compensation Table on page 34 and the 2024 Grants of Plan-Based Awards Table on page 37.

  48. Key Executive Change in Control and Severance Plan

    Key Executive Change in Control and Severance Plan Each NEO was eligible to receive severance benefits under the Key Executive Change in Control and Severance Plan (the "Severance Plan") in 2024. The Compensation Committee approved the adoption of the Severance Plan in 2021 with the objectives of providing market-competitive severance pay and benefits for the Company's executive officers (and other highly compensated employees whom the Board or the Compensation Committee may designate), ensuring that such severance pay and benefits are consistent across groups of key employees of similar seniority, and enabling the Company to update all participants' severance pay and benefits simultaneously if and when appropriate, rather than administering individualized updates upon renewals of employment agreements with differing term expirations. (No NEO was a party to an employment agreement with the Company during 2024.) The Severance Plan is intended to offer protection to its participants to enable them to focus their full time and attention on the success of the Company's business and mitigate distractions that may arise from the potential of an involuntary termination. The Compensation Committee also believes that severance benefits at the senior management levels are necessary to continue to attract and retain executive officers. Mr. Paquette did not receive retirement or any other separation benefits in connection with his departure in March 2025. A description of the severance benefits under the Plan, are provided in "Potential Payments upon Termination or Change in Control" beginning on page 39.

  49. Risk Assessment

    Risk Assessment Management performed its annual risk assessment to evaluate whether our compensation program promotes excessive or undue risk-taking generally and specifically as applied to our NEOs, and concluded that, in all cases, the potential for promoting such risk is low. CAP reviewed management's analysis and agreed with management's conclusion. Finally, the Compensation Committee considered both management's analysis and CAP's review. The Compensation Committee likewise concluded that this compensation program is not reasonably likely to have a material adverse effect on the Company and then reported its results to the Board. In making this determination, the Compensation Committee analyzed our compensation program's diverse attributes and found that the program: •Provided a balanced mix of fixed and performance-based compensation; •Included base salaries that were competitive within our industry; •Consisted of performance-based compensation awards that balanced both short- and long-term performance over varying time horizons and provided a mix of cash and equity awards based on varying performance goals among our performance-based awards; •Provided STI awards and PSU awards that were capped at competitive levels; •Included a significant portion of total compensation linked to the Company's long-term performance, both to mitigate short-term risk that could be detrimental to the Company's long-term interests, and to encourage the creation of long-term stockholder value; •Included equity-based performance awards and equity-based time vesting awards, which were subject to multi-year vesting or performance periods and derived their value from the Company's total performance, which we believe further encourages decision-making that is in the long-term interests of the Company and its stockholders; •Included executive stock ownership guidelines (as described below), for those employees who we believe can have the greatest influence on the financial performance of the Company, which guidelines have been designed to strengthen the alignment between the interests of our senior officers and the Company's stockholders, and to discourage risk-taking that could be detrimental to the long-term interests of the Company, its performance, and long-term stockholder value; •Included clawback, grant, and retention policies (as described below), which provide additional assurance that any risks associated with our compensation plans and policies would be further mitigated; and •Included human capital initiatives that are designed to, among other things, create an inclusive work community, minimize employee turnover and employment-related litigation, improve resolution of internal complaints, and improve recruitment.

  50. Stock Grant Policy and Guidelines

    Stock Grant Policy and Guidelines The Company's equity grant policy specifies the Company's practices and procedures for granting equity awards, including stock options, stock appreciation rights, restricted stock, RSUs, PSUs, and any other stock-based award. This policy contains procedures to prevent stock option backdating or other timing improprieties. The equity grant policy governing the 2024 annual grants to the NEOs requires that annual equity grants to employees at the level of Vice President and above be made at a regularly scheduled Compensation Committee meeting occurring between February 15 and March 15, or at such other times as the Compensation Committee, in its judgment, deems appropriate. Equity awards to NEOs and other employees at the level of Senior Vice President and above who are new hires, who are promoted, or who are current employees, to address retention issues, will be made, if at all, on the first business day of March, May, August or November, which first follows the first day of employment, promotion or approval, respectively, subject to prior approval of the Compensation Committee.

  51. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each of our 2024 NEOs during 2024, 2023, and 2022 (or fewer years to the extent previous year disclosure was not required or applicable):

  52. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | | Katherine H. Antonello President and Chief Executive Officer | 2024 | 796,649 | — | 1,956,392 | — | 800,000 | — | 193,798 | 3,746,839 | | | 2023 | 702,304 | — | 1,699,904 | — | 1,193,500 | — | 131,398 | 3,727,106 | | | 2022 | 671,994 | — | 594,057 | — | 1,145,000 | — | 107,630 | 2,518,681 | | Michael S. Paquette Former Executive Vice President, Chief Financial Officer | 2024 | 540,735 | — | 650,894 | — | 190,000 | — | 133,660 | 1,515,289 | | | 2023 | 527,842 | — | 566,909 | — | 564,200 | — | 136,672 | 1,795,623 | | | 2022 | 521,612 | — | 310,374 | — | 546,000 | — | 105,486 | 1,483,472 | | Lori A. Brown Executive Vice President, Chief Legal Officer | 2024 | 397,264 | — | 460,819 | — | 206,000 | — | 95,159 | 1,159,242 | | | 2023 | 386,384 | — | 401,527 | — | 316,500 | — | 89,154 | 1,193,565 | | | 2022 | 371,229 | — | 202,197 | — | 345,950 | — | 69,034 | 988,410 | | John M. Mutschink Executive Vice President, Chief Administrative Officer | 2024 | 370,358 | — | 352,336 | — | 184,000 | — | 73,035 | 979,729 | | | 2023 | 361,849 | — | 307,727 | — | 306,900 | — | 57,947 | 1,034,423 | | Ann Marie Smith, Senior Vice President, Chief Actuarial and Underwriting Officer | 2024 | 338,645 | — | 298,559 | — | 162,000 | — | 46,227 | 845,431 |

  53. 2024 Summary Compensation Table

    (1)The amounts in the "Stock Awards" column consist of PSUs and RSUs granted under our equity and incentive plan by the Compensation Committee, which followed a substantially equivalent process in each year reflected in the table. The amounts shown do not reflect compensation actually received by the NEO. Rather, the amounts shown represent the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718, based on the closing stock price on the date of grant and excluding any assumption for future forfeitures. In addition, the grant date fair value for the PSUs is presented based on the probable satisfaction of the performance conditions as of the date of grant. All other assumptions used to calculate the grant date fair value amounts shown for 2024 are set forth in Note 14 to the 2024 Consolidated Financial Statements in the Company's 2024 10-K. The values of the 2024 PSUs as of the grant date at maximum level of achievement for Mses. Antonello, Brown and Smith, and Messrs. Paquette and Mutschink were $3,175,660, $748,714, $484,462, $1,057,008, and $572,546, respectively. For more information regarding these awards, see the 2024 Grants of Plan-Based Awards table on page 37. (2)The Non-Equity Incentive Plan Compensation in this column reflects the annual cash bonus, if any, earned by each of our NEOs for 2022, 2023 and 2024 and paid in the first quarter of the following year. (3)Includes the following payments that we made to or on behalf of our NEOs:

  54. 2024 Summary Compensation Table

    | Name | Year | Car Allowance ($) | 401(k) Matching Contributions ($) | Cash Dividends Paid ($)(a) | Life Insurance Premiums ($) | Personal Benefits(b) ($) | Health Savings Account Contribution ($) | Total ($) | | Katherine H. Antonello | 2024 | 14,400 | 13,800 | 156,411 | 2,385 | 5,602 | 1,200 | 193,798 | | Michael S. Paquette | 2024 | 14,400 | 13,800 | 101,976 | 1,260 | 1,024 | 1,200 | 133,660 | | Lori A. Brown | 2024 | 14,400 | 13,800 | 63,294 | 992 | 2,073 | 600 | 95,159 | | John M. Mutschink | 2024 | 14,400 | 13,800 | 41,793 | 930 | 912 | 1,200 | 73,035 | | Ann Marie Smith | 2024 | 12,000 | 12,431 | 18,311 | 850 | 1,435 | 1,200 | 46,227 |

  55. 2024 Summary Compensation Table

    a.Cash dividends are paid for accrued dividends on eligible RSUs and PSUs upon satisfaction of the vesting and/or performance requirements when the underlying shares are distributed. b.Personal benefits include the aggregate incremental costs associated with the NEOs' professional memberships and license fees. Also included are the aggregate incremental costs associated with NEOs' guests' (i.e., spouse, family member or similar guest) attendance at Company meetings and/or Company activities.

  56. 2024 Grants Of Plan-Based Awards

    2024 Grants Of Plan-Based Awards

  57. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  58. 2024 Grants of Plan-Based Awards

    | 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: Number of Shares or Stock Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Katherine H. Antonello | n/a | — | 880,000 | 2,200,000 | — | — | — | — | — | — | — | | | 2/26/2024 | — | — | — | — | 27,400 | 68,500 | — | — | — | 1,270,264 | | | 2/26/2024 | — | — | — | — | — | — | 14,800 | — | — | 686,128 | | Michael S. Paquette | n/a | — | 374,500 | 936,250 | — | — | — | — | — | — | — | | | 2/26/2024 | — | — | — | — | 9,120 | 22,800 | — | — | — | 422,803 | | | 2/26/2024 | — | — | — | — | — | — | 4,920 | — | — | 228,091 | | Lori A. Brown | n/a | — | 237,000 | 592,500 | — | — | — | — | — | — | — | | | 2/26/2024 | — | — | — | — | 6,460 | 16,150 | — | — | — | 299,486 | | | 2/26/2024 | — | — | — | — | — | — | 3,480 | — | — | 161,333 | | John M. Mutschink | n/a | — | 203,500 | 508,750 | — | — | — | — | — | — | — | | | 2/26/2024 | — | — | — | — | 4,940 | 12,350 | — | — | — | 229,018 | | | 2/26/2024 | — | — | — | — | — | — | 2,660 | — | — | 123,318 | | Ann Marie Smith | n/a | — | 170,000 | 425,000 | — | — | — | — | — | — | — | | | 2/26/2024 | — | — | — | — | 4,180 | 10,450 | — | — | — | 193,785 | | | 2/26/2024 | — | — | — | — | — | — | 2,260 | — | — | 104,774 |

  59. 2024 Grants of Plan-Based Awards

    (1)For the Estimated Future Payouts Under Non-Equity Incentive Plan Awards columns, Threshold reflects the bonus amount assuming the Bonus Hurdle had not been achieved, Target reflects achievement of the Bonus Hurdle and 100% achievement of the performance goals, and Maximum reflects achievement of the Bonus Hurdle and 250% achievement of the performance goals. (2)Amounts shown are the number of PSUs granted to the NEOs in February 2024. Threshold reflects that the threshold performance was not achieved, Target reflects 100% of the value of the award, and Maximum reflects 250% of the value of the award at Target. The PSUs will become distributable in 2027, subject to, and to the extent of, the achievement of the applicable performance goals, as of the end of the performance period, on December 31, 2026, subject to the NEO's continued employment through December 31, 2026. (3)Amounts shown are the number of RSUs granted to each of the NEOs in February 2024. The RSUs will vest in equal 25% increments on each of March 15, 2025, 2026, 2027, and 2028, subject to the NEO's continued employment through the relevant vesting dates. (4)Amounts shown represent the aggregate fair value of the PSUs and RSUs as of the date of grant calculated in accordance with FASB ASC Topic 718, excluding any assumption for future forfeitures and, in the case of the PSUs, based on the probable outcome of the underlying performance goals. Assumptions used to calculate the grant date fair value amounts are set forth in Note 14 to the 2024 Consolidated Financial Statements in the Company's 2024 10-K. However, the fair value shown above may not be indicative of the value realized due to the variability in the share price of our common stock.

  60. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information concerning outstanding equity awards for each of our NEOs as of December 31, 2024:

  61. 2024 Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Katherine H. Antonello | 2/26/2024 | — | — | — | | | 14,800 | 758,204 | 68,500 | 3,509,255 | | | 3/15/2023 | — | — | — | | | 10,845 | 555,589 | 67,150 | 3,440,095 | | | 3/15/2022 | — | — | — | | | 4,940 | 253,076 | — | — | | | 3/8/2021 | — | — | — | | | 2,150 | 110,145 | — | — | | Michael S. Paquette | 2/26/2024 | — | — | — | | | 4,920 | 252,052 | 22,800 | 1,168,044 | | | 3/15/2023 | — | — | — | | | 3,615 | 185,196 | 22,400 | 1,147,552 | | | 3/15/2022 | — | — | — | | | 2,580 | 132,173 | — | — | | | 3/8/2021 | — | — | — | | | 1,410 | 72,234 | — | — | | Lori A. Brown | 2/26/2024 | — | — | — | | | 3,480 | 178,280 | 16,150 | 827,365 | | | 3/15/2023 | — | — | — | | | 2,565 | 131,405 | 15,850 | 811,996 | | | 3/15/2022 | — | — | — | | | 1,680 | 86,066 | — | — | | | 3/8/2021 | — | — | — | | | 875 | 44,826 | — | — | | John M. Mutschink | 2/26/2024 | — | — | — | | | 2,660 | 136,272 | 12,350 | 632,691 | | | 3/15/2023 | — | — | — | | | 1,965 | 100,667 | 12,150 | 622,445 | | | 3/15/2022 | — | — | — | | | 1,350 | 69,161 | — | — | | | 8/2/2021 | — | — | — | | | 105 | 5,379 | — | — | | | 3/8/2021 | — | — | — | | | 470 | 24,078 | — | — | | Ann Marie Smith | 2/26/2024 | — | — | — | | | 2,260 | 115,780 | 10,450 | 535,354 | | | 3/15/2023 | — | — | — | | | 1,350 | 69,161 | 8,400 | 430,332 | | | 3/15/2022 | — | — | — | | | 900 | 46,107 | — | — | | | 3/8/2021 | — | — | — | | | 370 | 18,955 | — | — |

  62. 2024 Outstanding Equity Awards at Fiscal Year-End

    (1)The column reflects RSUs granted under our equity and incentive plan in February 2024 and each of March 2023, 2022, and 2021. The RSUs vest in equal 25% increments on March 15th of the first calendar year following the date of grant and on each of the next three anniversaries of that date, provided the NEO has been continuously employed by the Company through the relevant vesting dates. (2)The market value of shares or units of stock that have not vested reflects a stock price of $51.23, our closing price on December 31, 2024. (3)The column reflects the number of PSUs granted in March 2023 and February 2024 under our equity and incentive plan that would be awarded to the NEOs at the end of the three-year performance period assuming that the maximum level of the performance goal (250% of target) is achieved and the NEO remains continuously employed by the Company during the entire performance period. The performance period for the February 2024 PSU grants commenced on January 1, 2024 and ends on December 31, 2026, while the performance period for the March 2023 PSU grants commenced on January 1, 2023 and ends on December 31, 2025. The PSUs that were granted in March 2022, and were settled in January 2025, are described in footnotes 1 and 2 of the "Option Exercises and Stock Vested for 2024" table, below.

  63. Option Exercises and Stock Vested for 2024

    Option Exercises and Stock Vested for 2024

  64. Option Exercises and Stock Vested for 2024

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Katherine H. Antonello | — | — | 20,047 | 947,236 | | Michael S. Paquette | — | — | 10,594 | 500,252 | | Lori A. Brown | — | — | 6,878 | 324,866 | | John M. Mutschink | — | — | 5,160 | 244,680 | | Ann Marie Smith | — | — | 3,240 | 154,266 |

  65. Option Exercises and Stock Vested for 2024

    (1)The Number of Shares Acquired on Vesting column reflects (a) the vesting of 25% of the RSUs granted on March 10, 2020, March 8, 2021, August 2, 2021, March 15, 2022, and March 15, 2023 for each of the NEOs receiving grants in the applicable years; and (b) the number of PSUs granted on March 15, 2022, which vested based on 59% of target level. The shares underlying the 2022 PSU grant were earned based on the partial achievement of pre-established corporate performance goals over a two-year performance period, followed by a one-year service-based vesting period. (2)The Value Realized on Vesting column reflects (a) the number of shares underlying the RSU grants, which vested on March 15, 2024, multiplied by $44.36, the per share fair market value of the shares as of that date; and (b) the number of shares underlying the PSUs granted on March 15, 2022, following the completion of the two-year performance period and one-year succeeding service-based vesting period that ended on December 31, 2024, multiplied by the per share fair market value of the shares, which was $49.71, as of January 28, 2025, the closing price on the date the PSUs were settled.

  66. Pension Benefits

    Pension Benefits None of our NEOs participate in or has any accrued benefits under any qualified or nonqualified defined benefit plans maintained by the Company.

  67. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our NEOs participate in or has an account balance in any nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by the Company.

  68. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following summaries and the table that follows set forth estimated potential amounts payable to our NEOs upon a termination of employment or a change in control of the Company, in each case as of December 31, 2024, under the Company's compensation plans, programs, policies, agreements, and arrangements. The Compensation Committee may in its discretion revise, amend or add to the benefits if it deems it advisable. In 2024, no NEO was a party to an employment agreement with the Company.

  69. Potential Payments to the Named Executive Officers Upon Termination or Change in Control

    Potential Payments to the Named Executive Officers Upon Termination or Change in Control Assuming the employment of each of the NEOs had terminated on December 31, 2024, under each of the circumstances set forth in the table below (including the occurrence of a change in control on December 31, 2024), the payments and benefits described above would have the following estimated values under the applicable compensation plans, programs, policies, agreements, and arrangements:

  70. Potential Payments to the Named Executive Officers Upon Termination or Change in Control

    | Name | Salary(1) ($) | COBRA(2) ($) | Bonus ($) | Accrued Vacation ($) | Death Benefit ($) | Disability Benefits(4) ($) | Value of Accelerated Equity ($) | Total ($) | | Katherine H. Antonello | | | | | | | | | | Termination not in connection with a change in control either (a) by EHI for other than (i) cause, (ii) death or (iii) disability, or (b) by the executive for good reason. | 3,360,000 | 49,891 | 800,000(3) | 153,846 | — | — | 1,660,467 | 6,024,204 | | Termination in connection with a change in control (a) by EHI for other than (i) cause, (ii) death or (iii) disability, or (b) by the executive for good reason. | 5,040,000 | 74,837 | 2,200,000(6) | 153,846 | — | — | 4,456,754(5) | 11,925,437 | | Voluntary Termination | — | | — | 153,846 | — | — | — | 153,846 | | Termination for Cause | — | | — | 153,846 | — | — | — | 153,846 | | Change in Control (Equity Awards Not Assumed) | — | | 2,200,000(6) | — | — | — | 4,456,754(7) | 6,656,754 | | Death | — | | 800,000(3) | 153,846 | 2,250,000 | — | 4,456,754 | 7,660,600 | | Disability | — | | 800,000(3) | 153,846 | — | 1,170,000 | 4,456,754 | 6,580,600 |

  71. Potential Payments to the Named Executive Officers Upon Termination or Change in Control

    | Name | Salary(1) ($) | COBRA(2) ($) | Bonus ($) | Accrued Vacation ($) | Death Benefit ($) | Disability Benefits(4) ($) | Value of Accelerated Equity ($) | Total ($) | | Michael S. Paquette(8) | | | | | | | | | | Termination not in connection with a change in control either (a) by EHI for other than (i) cause, (ii) death or (iii) disability, or (b) by the executive for good reason. | 1,136,875 | 16,030 | 190,000(3) | 102,885 | — | — | 553,557 | 1,999,347 | | Termination in connection with a change in control (a) by EHI for other than (i) cause, (ii) death or (iii) disability, or (b) by the executive for good reason. | 1,819,000 | 25,648 | 936,250(6) | 102,885 | — | — | 1,567,984(5) | 4,451,767 | | Voluntary Termination | — | | — | 102,885 | — | — | — | 102,885 | | Termination for Cause | — | | — | 102,885 | — | — | — | 102,885 | | Change in Control (Equity Awards Not Assumed) | — | | 936,250(6) | — | — | — | 1,567,984(7) | 2,504,234 | | Death | — | | 190,000(3) | 102,885 | 1,500,000 | — | 1,567,984 | 3,360,869 | | Disability | — | | 190,000(3) | 102,885 | — | 990,000 | 1,567,984 | 2,850,869 | | Lori A. Brown | | | | | | | | | | Termination not in connection with a change in control either (a) by EHI for other than (i) cause, (ii) death or (iii) disability, or (b) by the executive for good reason. | 790,000 | 11,287 | 206,000(3) | 75,962 | — | — | 391,807 | 1,475,056 | | Termination in connection with a change in control (a) by EHI for other than (i) cause, (ii) death or (iii) disability, or (b) by the executive for good reason. | 1,264,000 | 18,059 | 592,500(6) | 75,962 | — | — | 1,096,322(5) | 3,046,842 | | Voluntary Termination | — | | — | 75,962 | — | — | — | 75,962 | | Termination for Cause | — | | — | 75,962 | — | — | — | 75,962 | | Change in Control (Equity Awards Not Assumed) | — | | 592,500(6) | — | — | — | 1,096,322(7) | 1,688,822 | | Death | — | | 206,000(3) | 75,962 | 1,185,000 | — | 1,096,322 | 2,563,284 | | Disability | — | | 206,000(3) | 75,962 | — | 1,410,000 | 1,096,322 | 2,788,284 | | Retirement | — | | 206,000(3) | 75,962 | — | — | 1,051,496 | 1,333,458 | | John M. Mutschink | | | | | | | | | | Termination not in connection with a change in control either (a) by EHI for other than (i) cause, (ii) death or (iii) disability, or (b) by the executive for good reason. | 716,875 | 21,753 | 184,000(3) | 55,102 | — | — | 300,139 | 1,277,869 | | Termination in connection with a change in control (a) by EHI for other than (i) cause, (ii) death or (iii) disability, or (b) by the executive for good reason. | 1,147,000 | 34,804 | 508,750(6) | 55,102 | — | — | 837,611(5) | 2,583,267 | | Voluntary Termination | — | | — | 55,102 | — | — | — | 55,102 | | Termination for Cause | — | | — | 55,102 | — | — | — | 55,102 | | Change in Control (Equity Awards Not Assumed) | — | | 508,750(6) | — | — | — | 837,611(7) | 1,346,361 | | Death | — | | 184,000(3) | 55,102 | 1,110,000 | — | 837,611 | 2,186,713 | | Disability | — | | 184,000(3) | 55,102 | — | 2,790,000 | 837,611 | 3,866,713 | | Ann Marie Smith | | | | | | | | | | Termination not in connection with a change in control either (a) by EHI for other than (i) cause, (ii) death or (iii) disability, or (b) by the executive for good reason. | 255,000 | 6,412 | 162,000(3) | 10,703 | — | — | 220,562 | 654,677 | | Termination in connection with a change in control (a) by EHI for other than (i) cause, (ii) death or (iii) disability, or (b) by the executive for good reason. | 510,000 | 12,824 | 425,000(6) | 10,703 | — | — | 422,135(5) | 1,380,662 | | Voluntary Termination | — | | — | 10,703 | — | — | — | 10,703 | | Termination for Cause | — | | — | 10,703 | — | — | — | 10,703 | | Change in Control | — | | 425,000(3) | — | — | — | 172,133(7) | 597,133 | | Death | — | | 162,000(3) | 10,703 | 1,020,000 | — | 422,135 | 1,614,838 | | Disability | — | | 162,000(3) | 10,703 | — | 2,475,000 | 422,135 | 3,069,838 |

  72. Potential Payments to the Named Executive Officers Upon Termination or Change in Control

    (1) Amounts in this column reflect amounts that would be payable to each NEO under the Severance Plan. Amounts payable in connection with a change in control would be payable to the NEO in one lump sum. Amounts payable not in connection with a change in control would be payable in installments on the Company's normal payroll dates over a 24-month period for Ms. Antonello, a 15-month period for Mr. Paquette, Ms. Brown, and Mr. Mutschink, and a 6-month period for Ms. Smith. (2) Amounts in this column reflect amounts that would be payable to each NEO under the Severance Plan. COBRA benefits for each NEO would consist of (i) in connection with a change in control, a lump sum payment equal to the premiums associated with continuing medical, vision and dental coverage over a 36-month period for Ms. Antonello, a 24-month period for Mr. Paquette, Ms. Brown, and Mr. Mutschink, and a 12-month period for Ms. Smith, or (ii) not in connection with a change in control, a lump sum payment equal to such premiums over a 24-month period for Ms. Antonello, a 15-month period for Mr. Paquette, Ms. Brown, and Mr. Mutschink, and a 6-month period for Ms. Smith. (3)The bonus amounts reflect the annual cash bonuses actually paid for 2024 under our equity and incentive plan. The 2024 annual bonuses were paid in the first quarter of 2025 at varying percentages of the eligible NEOs' respective base salary rates. (4)Disability benefits are available to all full-time employees. In the event the NEO had been terminated due to disability, the executive would have been entitled to a benefit equal to 662/3% of their monthly salary, up to a maximum of $15,000 per month until attainment of their normal retirement age under the Social Security Act where retirement age depends on their date of birth. (5)The value of the equity acceleration that is shown for termination of a NEO's employment following a change in control is calculated based on the assumption that the equity awards would be assumed upon the occurrence of the change in control and the executive would be terminated immediately thereafter. (6)The amounts shown for bonuses upon consummation of a change in control reflect the value of the annual cash bonus to which such executive would have been entitled for 2024 if such executive remained continuously employed through such consummation, and threshold corporate performance had been achieved. (7)The value of the equity acceleration that is shown for a change in control is calculated based on the assumption that the equity awards would not be assumed in the change in control, and therefore the awards would become vested and exercisable whether or not the NEO's employment had been terminated. (8)Mr. Paquette retired on March 31, 2025 and his employment terminated on that date. Mr. Paquette did not receive retirement or any other separation benefits in connection with his departure.

  73. CEO Pay Ratio

    CEO Pay Ratio Pursuant to the requirements of section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, below is a description of the relationship between the annual total compensation of our median employee and the annual total compensation of our CEO for 2024. We believe that the 2024 CEO pay ratio provided below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We calculated our 2024 CEO pay ratio using our median employee as of December 31, 2024. To determine our median employee, we examined the total cash compensation (salary or hourly wages plus bonuses and other cash incentives) for all full-time, part-time, and temporary employees who were employed by us as of December 31, 2024. We annualized salaries and wages for employees who did not work a full year. We believe the use of total cash compensation for our employees is a consistently applied compensation measure, and note, in this regard, that we do not widely distribute equity awards to our employees. Specifically, in 2024 only about 9% of our employees received equity awards. Once the median employee was identified, as described above, we then calculated this employee's annual total compensation using the same methodology we use for our NEOs for purposes of the 2024 Summary Compensation Table. As so calculated, the identified median employee's total compensation was $108,989. Ms. Antonello's total 2024 compensation was $3,746,839. Based on this information, our 2024 CEO to median employee pay ratio is approximately 34:1.

  74. 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 about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance measures of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. The following tables set forth information regarding compensation for our principal executive officers (PEOs) and average compensation related to our Non-PEO NEOs versus our Company performance for 2024, 2023, 2022, 2021, and 2020.

  75. Pay Versus Performance

    | Year | Douglas D. Dirks (PEO)(1) | | Katherine H. Antonello (PEO)(1) | | Non-PEO NEOs(2) | | | | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(3) | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2,3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2,3) | | 2024 | $— | $— | $3,746,839 | $4,658,096 | $1,124,923 | $1,354,635 | | 2023 | $— | $— | $3,727,106 | $3,498,957 | $1,290,919 | $1,012,519 | | 2022 | $— | $— | $2,518,681 | $2,649,349 | $1,078,779 | $1,139,759 | | 2021 | $2,315,871 | $2,373,415 | $2,570,729 | $2,971,888 | $1,183,048 | $1,402,493 | | 2020 | $3,662,640 | $2,091,105 | $— | $— | $1,440,715 | $974,288 |

  76. Pay Versus Performance

    | | Value of Initial Fixed $100 Investment Based on: | | | Company Selected Measure(5) | | Year | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | Net Income ($ in millions) | Adjusted GAAP Calendar Year Combined Ratio | | 2024 | $147.79 | $227.67 | $118.6 | 98.0% | | 2023 | $110.83 | $168.05 | $118.1 | 94.7% | | 2022 | $118.02 | $151.65 | $48.4 | 97.0% | | 2021 | $104.79 | $127.58 | $119.3 | 97.6% | | 2020 | $79.46 | $106.96 | $119.8 | 95.4% |

  77. Pay Versus Performance

    (1)The dollar amounts reported in this column reflect the total compensation presented in the Summary Compensation Table for each fiscal year shown. Douglas Dirks served as our President and CEO (PEO) for all of 2020 and in 2021 until he retired on April 1, 2021. Effective April 1, 2021, Ms. Antonello was promoted to President and CEO. She served as our PEO for the remainder of 2021 and throughout 2022, 2023, and 2024. (2)The dollar amounts reported in this column reflect the average amounts of total compensation reported for our Non-PEO NEOs presented in the Summary Compensation Table for each fiscal year shown. During 2024, our Non-PEO NEOs consisted of Messrs. Paquette and Mutschink and Mses. Brown and Smith. During 2023, our Non-PEO NEOs consisted of Ms. Brown, Mr. Paquette, Mr. Mutschink, and Jeffrey Shaw. During 2022 and 2021, our Non-PEO NEOs consisted of Mr. Paquette, Christopher Laws, Jeffrey Shaw, and Ms. Brown. During 2020, our Non-PEO NEOs consisted of Mr. Paquette, Stephen Festa, Ms. Antonello, and Tracey Berg. (3)The amounts calculated in these columns are in accordance with Item 402(v) of Regulation S-K. See the table below for detail of amounts added to and deducted from the total compensation presented in the Summary Compensation Table for each applicable fiscal year to calculate compensation actually paid. Note that there were no stock awards granted in any fiscal year that vested within such fiscal year.

  78. Pay Versus Performance

    | | 2024 | | 2023 | | 2022 | | | | PEO($) | Average of Non-PEO NEOs($) | PEO($) | Average of Non-PEO NEOs($) | PEO($) | Average of Non-PEO NEOs($) | | Total Compensation reported on Summary Compensation Table | 3,746,839 | 1,124,923 | 3,727,106 | 1,290,919 | 2,518,681 | 1,078,779 | | (Less) Fair Value of stock awards reported on Summary Compensation Table | (1,956,392) | (440,652) | (1,699,905) | (419,422) | (594,057) | (249,053) | | Fair Value of stock awards granted in fiscal year shown, valued at year-end, that were outstanding and unvested at end of fiscal year shown | 2,161,906 | 486,941 | 1,628,008 | 316,941 | 632,010 | 264,965 | | Change in fair value from end of prior fiscal year to end of fiscal year shown for awards previously granted that were outstanding and unvested at end of fiscal year shown | 529,925 | 126,447 | (115,817) | (34,446) | 70,648 | 33,126 | | Change in fair value from end of prior fiscal year to vesting date for awards previously granted in prior fiscal years that vested during fiscal year shown | 175,818 | 56,976 | (40,435) | (6,659) | 22,067 | 11,942 | | (Less) Fair Value as of prior fiscal year for any awards granted in any prior fiscal year that fail to meet applicable vesting conditions during the covered fiscal year | — | — | — | (134,814) | — | — | | Compensation Actually Paid | 4,658,096 | 1,354,635 | 3,498,957 | 1,012,519 | 2,649,349 | 1,139,759 |

  79. Pay Versus Performance

    | | 2021 | | | 2020 | | | | PEO - Dirks($) | PEO - Antonello($) | Average of Non-PEO NEOs($) | PEO($) | Average of Non-PEO NEOs($) | | Total Compensation reported on Summary Compensation Table | 2,315,871 | 2,570,729 | 1,183,048 | 3,662,640 | 1,440,715 | | (Less) Fair Value of stock awards reported on Summary Compensation Table | (1,184,664) | (922,733) | (428,545) | (1,848,909) | (615,414) | | Fair Value of stock awards granted in fiscal year shown, valued at year-end, that were outstanding and unvested at end of fiscal year shown | — | 1,017,120 | 469,622 | 1,574,091 | 508,039 | | Change in fair value from end of prior fiscal year to end of fiscal year shown for awards previously granted that were outstanding and unvested at end of fiscal year shown | — | 161,193 | 106,363 | (695,315) | (219,737) | | Change in fair value from end of prior fiscal year to vesting date for awards previously granted in prior fiscal years that vested during fiscal year shown | 1,242,208 | 145,579 | 72,005 | (601,402) | (139,315) | | Compensation Actually Paid | 2,373,415 | 2,971,888 | 1,402,493 | 2,091,105 | 974,288 |

  80. Pay Versus Performance

    (4)Total Shareholder Return assumes an initial fixed investment of $100 as of December 31, 2019, which was established by the market close on the last trading day prior to the beginning of the Company's fourth preceding fiscal year. Total shareholder return also includes reinvestment of all dividends. The Peer Group Total Shareholder Return is based on the Standard & Poor's 500 Property & Casualty Insurance Index as identified in the Stock Performance Graph included in our Annual Reports on Form 10-K for fiscal years 2024, 2023, 2022, 2021, and 2020. (5)The Company has determined that the most important financial performance measure, or Company Selected Measure, the Company used to align pay and performance by linking compensation actually paid to our NEOs for fiscal year 2024 was the Adjusted GAAP Calendar Year Combined Ratio. Adjusted GAAP Calendar Year Combined Ratio = (Losses + loss adjustment expenses + commission expense - amortization of the deferred gain +/- impact of the LPT reserve adjustment +/- impact of the LPT contingent commission adjustment) / net premiums earned plus (underwriting expenses + general and administrative expenses) / net premiums written. As described in the above "Compensation Discussion and Analysis," the Company's executive compensation program uses financial performance measures used in our industry and measures that are viewed as key financial drivers of our stock price to align pay and performance. The most important financial performance measures used to link executive compensation actually paid with the Company's performance include the following:

  81. Pay Versus Performance

    | Most Important Financial Performance Measures for Fiscal Year 2024 | | ◦Adjusted GAAP Calendar Year Combined Ratio | | ◦Change in Adjusted Book Value Per Share (ABVPS) |

  82. Relationship Descriptions Between Pay Versus Performance

    Relationship Descriptions Between Pay Versus Performance The following graphical comparisons illustrate the relationships between certain amounts included in the Pay Versus Performance table for fiscal years 2024, 2023, 2022, 2021, and 2020, including: (i) a comparison of Compensation Actually Paid Versus Cumulative Total Shareholder Return; (ii) a comparison of Compensation Actually Paid Versus Net Income; and (iii) a comparison of Compensation Actually Paid Versus Adjusted GAAP Calendar Year Combined Ratio.