Information Statement (Form DEF 14C)
Table of Contents
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Table of Contents
Table of Contents
Notice of Annual Meeting of Shareholders
To the Holders of Class A Common Stock and
Class B Common Stock of
We will hold our 100th annual meeting of shareholders in person at
1. |
To elect 11 persons to serve as directors until our 2026 annual meeting of shareholders and until their successors are elected and qualified; and |
2. |
To transact any other business that may properly come before our annual meeting and any adjournment, postponement or continuation thereof. |
This notice and information statement, together with a copy of our annual report to shareholders for the year ended
Holders of Class B common stock are requested to complete, sign and retuthe form of proxy in the envelope provided, whether or not they expect to attend our annual meeting in person.
By order of our board of directors, |
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Executive Vice President, General Counsel and Corporate Secretary |
NOTICE OF INTERNET AVAILABILITY OF ANNUAL MEETING MATERIALS
Important Notice Regarding the Availability of our Information Statement for the
Annual Meeting of Shareholders to be held on
Our information statement and annual report are available at:
Table of Contents
Table of Contents
Introduction | 1 | |||
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2 | ||||
Beneficial Ownership of Common Stock | 2 | |||
Our Board of Directors | 4 | |||
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Director - |
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Proposal 1 - Election of Directors | 8 | |||
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Compensation Discussion and Analysis | 14 | |||
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Say-on-Pay and Frequency of Say-on-Pay Advisory Vote Results |
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Executive Compensation | 26 | |||
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Equity Compensation Plan Table | 37 | |||
Report of our |
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CEO Pay Ratio | 39 | |||
Pay Versus Performance | 40 | |||
Director Compensation | 45 | |||
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47 |
Table of Contents
Related Person Transactions | 48 | |||
Independent Registered Public Accountants | 49 | |||
Report of our Audit Committee | 50 | |||
Audit Fees | 52 | |||
Annual Report | 53 | |||
Other Matters | 53 |
Table of Contents
INFORMATION STATEMENT
WE ARE NOT ASKING HOLDERS OF OUR CLASS A COMMON STOCK FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
Introduction
Unless the context indicates otherwise, all references in this information statement to "we," "us," "our" or the "Company" mean
This information statement, which is first being mailed to the holders of our Class A common stock and our Class B common stock on or about
Voting at our Annual Meeting
We are not asking holders of our Class A common stock for a proxy and you are requested not to send us a proxy. Only holders of Class B common stock of record at the close of business on
As of the close of business on
There are three H.O. Hirt Trusts.
Under the provisions of the H.O. Hirt Trusts, the shares of Class B common stock held by the H.O. Hirt Trusts are to be voted as directed by a majority of the trustees then in office. If at least a majority of the trustees then in office of each of the H.O. Hirt Trusts vote for the election of the 11 candidates for director named below, such candidates will be elected as directors even if all shares of Class B common stock other than those held by the H.O. Hirt Trusts do not vote for such candidates. We have not been advised as of the date of this information statement how the trustees of the H.O. Hirt Trusts intend to vote at our annual meeting.
2025 Information Statement 1
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Description of our Business
Since 1925, we have served as the attorney-in-factfor the policyholders at the Exchange. The Exchange is a reciprocal insurance exchange organized under Article X of
We charge the Exchange a management fee calculated as a percentage, limited to 25 percent, of all premiums written or assumed by the Exchange. Management fees accounted for 98.7 percent, 97.4 percent and 96.5 percent, respectively, of our revenues for the three years ended
Beneficial Ownership of Common Stock
The following table sets forth, as of
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Shares of Class B |
Percent of |
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H.O. Hirt Trusts(1), |
2,340 |
92.05% |
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173 |
6.81% |
(1) |
There are three H.O. Hirt Trusts. |
(2) |
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The following table sets forth, as of
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Shares of |
Vested |
Percent of |
Shares of Stock |
Percent of |
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Directors and Nominees for Director: |
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10,000 | 19,771 | |||||||||||||||||||||||
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19,896 | 3,091 | |||||||||||||||||||||||
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320 | 2,521 | |||||||||||||||||||||||
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410 | 3,870 | |||||||||||||||||||||||
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223,530 | 16,420 | 1 | ||||||||||||||||||||||
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16,762,189 | 13,943 | 36.32 | % | 189 | 7.44 | % | ||||||||||||||||||
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1,097 | 18,685 | |||||||||||||||||||||||
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295 | 3,091 | |||||||||||||||||||||||
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1,725 | 3,870 | |||||||||||||||||||||||
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770 | 15,172 | |||||||||||||||||||||||
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3,960,946 | 13,943 | 8.61 | % | |||||||||||||||||||||
Executive Officers: |
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445 | 2,577 | |||||||||||||||||||||||
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15,339 | 12,634 | |||||||||||||||||||||||
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631 | 1,767 | |||||||||||||||||||||||
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5,150 | 0 | |||||||||||||||||||||||
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0 | 527 | |||||||||||||||||||||||
All Directors and Executive Officers as a Group (19 persons)(10) |
21,140,568 |
(11) |
N/A |
45.77 |
% |
190 |
7.47 |
% |
(1) |
Information furnished by the named persons. |
(2) |
Under the rules of the |
(3) |
Vested share credits of Class A common stock for directors are granted under the Deferred Stock Plan for Outside Directors. |
(4) |
Vested share credits of Class A common stock for executive officers represent deferrals of short- and long-term incentive compensation under the Company's Incentive Compensation Deferral Plan. |
(5) |
Less than one percent unless otherwise indicated. |
(6) |
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(7) |
Mr. |
(8) |
Mr. |
(9) |
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(10) |
Includes Executive Vice Presidents |
(11) |
Includes actual ownership of Class A common stock, vested share credits under the Deferred Stock Plan for Outside Directors, and vested share credits under the Company's Incentive Compensation Deferral Plan for executives and senior officers of the Company. |
2025 Information Statement 3
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Our Board of Directors
Introduction
Our board of directors is currently comprised of 11 members, all of whom were elected at our 2024 annual meeting to serve for a term of one year. Vacancies on our board of directors may be filled only by persons elected by a majority of the remaining directors, or by our voting shareholders, in accordance with our bylaws. On
All directors hold office until their respective successors are elected and qualified, or until their earlier death, resignation or removal. There are no family relationships between any of our directors or executive officers, except for the following:
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During 2024, each director attended more than 75 percent of the number of meetings of our board of directors and the standing committees of our board of directors of which such director was a member.
Board Leadership and Executive Sessions
The chairman of our board of directors is elected annually by the remaining directors on our board. In addition to presiding over all meetings of shareholders and of our board of directors, the chairman's duties include setting priorities, establishing agendas for meetings of the board, providing board leadership, and communicating with the chief executive officer, or "CEO," on matters of strategic direction. The chairman also serves as an ex officio member of all other board committees of which he is not a designated member.
Our board of directors may, but is not required to, annually elect one of its members to serve as vice chairman of the board and may remove or replace such person at any time and for any reason. The vice chairman of the board performs the duties (including ex officio membership on committees) of the chairman of the board when the chairman is absent or unable to act or during such time as no individual is serving as chairman of the board. The vice chairman of the board also performs such other duties as from time to time may be assigned by the board of directors.
Since our incorporation in 1925, we have generally separated the positions of chairman of the board and CEO of the Company. Although our board of directors has no specific policy regarding separation of these offices and our bylaws permit the chairman to serve as CEO, our board has determined that separating these positions is currently in the best interests of the Company and our shareholders. Given the length of time and different capacities in which our current chairman has served the Company, including as a prior president and CEO, and his status as an independent director under Nasdaq rules, our board believes that separating these positions is an important component of our management succession plan, and allows our chairman to lead the board in its independent oversight of management and our CEO to focus on the execution of our strategy and the day-to-dayissues affecting our business.
A majority of the directors on our board meet the definition of an "independent director" under Nasdaq rules. Our independent directors meet in executive session without management directors or management present. These sessions generally take place prior to or following regularly scheduled board meetings. The directors met in such sessions four times during 2024.
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Board Oversight of Risk
Our board of directors is responsible for oversight of the Company's assessment and management of material risks that impact our business. The Company has a formal enterprise risk management, or "ERM," program that operates under the leadership of our chief financial officer, or "CFO." The purpose of this program is to promote risk-intelligent decision making and, in turn, increase the likelihood of achieving our operational objectives. Our board of directors is regularly advised of potential organizational risks as well as policies and actions taken to mitigate those risks. At the board level, risk oversight is primarily accomplished through individual committees of the board and management's reporting processes. Each committee oversees and manages the risks associated with their substantive areas of responsibility. The individual committees meet regularly and report back to the board. A description of the individual committees and their oversight of risk appears below.
Risk Committee |
Our Risk Committee, or "risk committee," is responsible for assisting the board in the development and oversight of the Company's overall risk appetite and advising on the effectiveness of the Company's ERM framework. The committee also oversees the Company's environmental, social and governance, or "ESG," initiatives and reporting, and its compliance with climate change risk regulation and disclosure. The risk committee periodically communicates with all board committees to confirm that such committees are appropriately addressing the risks within their respective areas of oversight. This committee is also charged with reporting to the Audit Committee, or "audit committee," any items that may have a material financial statement impact or require financial statement and/or regulatory disclosure. When necessary, the risk committee reports to the audit committee other significant risks, the processes, procedures and controls in place to mitigate material risks, and the overall effectiveness of the risk management process. |
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Audit Committee |
Our audit committee focuses on risks related to accounting, internal controls, and financial and tax reporting. The audit committee also assesses economic and business risks and monitors compliance with ethical standards. |
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Compensation Committee |
Our With the assistance of a compensation consultant, the Company periodically conducts a comprehensive compensation risk assessment, including a review of all executive and non-executive incentive plans, and evaluates the risks associated with each plan and the effectiveness of certain risk mitigations. The results of these compensation risk assessments are shared with the compensation committee. See Compensation Discussion and Analysis. |
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Nominating Committee |
Our nominating committee is responsible for evaluating and overseeing director independence, reviewing and approving related person transactions and implementing corporate governance policies. The nominating committee also has responsibility for monitoring corporate governance issues that may arise from time to time and developing appropriate recommendations for the board. |
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Investment Committee |
Our Investment Committee, or "investment committee," identifies and assesses the business and economic risks relating to the Company's investments and the investment portfolios of the companies we manage. These risks include, but are not limited to, market risk, liquidity risk, concentration risk, credit risk, interest rate risk and inflation risk. |
2025 Information Statement 5
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Committees of our Board
Our board of directors met five times in 2024. The standing committees of our board of directors are our executive committee, audit committee, compensation committee, nominating committee, charitable giving committee, investment committee, Strategy Committee, or "strategy committee," and risk committee.
Our executive committee met one time in 2024. This committee has the authority, subject to certain limitations, to exercise the power of our board of directors between regular meetings. Our executive committee operates pursuant to a written charter, a copy of which may be viewed on our website at: http://www.erieinsurance.com.
Our audit committee met five times in 2024. Consistent with Section 1405(c)(4) of the Pennsylvania Insurance Holding Companies Act, or the "Holding Companies Act," and the Sarbanes-Oxley Act of 2002, or "Sarbanes-Oxley," our audit committee has responsibility for the selection of independent registered public accountants, reviewing the scope and results of their audit and reviewing our financial condition and the adequacy of our accounting, financial, internal and operating controls. Our audit committee operates pursuant to a written charter, a copy of which may be viewed on our website at: http://www.erieinsurance.com.
Our compensation committee met five times in 2024. Consistent with Section 1405(c)(4.1) of the Holding Companies Act and our bylaws, our compensation committee has responsibility for recommending to our board of directors, at least annually, the competitiveness and appropriateness of the salaries, short- and long-term incentive plan awards, terms of employment, non-qualifiedretirement plans, severance benefits and perquisites of our CEO, executive vice presidents and such other named executives as required by rules of the
Our nominating committee met five times in 2024. Consistent with Section 1405(c)(4.1) of the Holding Companies Act and our bylaws, our nominating committee has responsibility for identification of individuals believed to be qualified to become members of our board of directors and to recommend to our board of directors nominees to stand for election as directors; identification of directors qualified to fill vacancies on any committee of our board; and evaluation of the procedures and process by which each committee of our board of directors undertakes to self-evaluate such committee's performance. Our nominating committee operates pursuant to a written charter, a copy of which may be viewed on our website at: http://www.erieinsurance.com.
Members and chairs of the standing committees of our board of directors are identified in the table below.
Board Committee Composition
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Compensation |
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As vice chairman of our board of directors, Mr. |
(2) |
As chairman of the board of directors, Mr. |
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Director Education
We encourage our directors to further their knowledge and advance their skills as directors of a public company. To that end, we offer a director education program that provides each director with access to various resources to enhance those skills necessary to be an effective director. See Director Compensation - Director Education Program.
Director -
Our shareholders may communicate with our board of directors through our corporate secretary. Shareholders who wish to express any concerns to our directors may do so by sending a description of those concerns in writing addressed to a particular director, or in the alternative, to "Non-managementDirectors" as a group, care of our corporate secretary at our headquarters,
Recognizing that director attendance at our annual meeting provides our shareholders with an opportunity to communicate with directors about issues affecting us, we actively encourage our directors to attend our annual meeting. All of our directors attended our 2024 annual meeting.
2025 Information Statement 7
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Proposal 1
Election of Directors
Introduction
The election of directors by the holders of our Class B common stock is governed by provisions of the Holding Companies Act, in addition to provisions of the BCL and our bylaws. The following discussion summarizes these statutory and bylaw provisions and describes the process undertaken in connection with the nomination of candidates for election as directors by the holders of Class B common stock at our annual meeting.
Background of our Nominating Committee
Section 1405(c)(4.1) of the Holding Companies Act provides that the board of directors of a domestic insurer must establish one or more committees comprised solely of directors who are not officers or employees of the insurer or of any entity controlling, controlled by or under common control with the insurer. Such committee or committees must have responsibility for, among other things, recommending candidates to be nominated by the board of directors, in addition to any other nominations by voting shareholders, for election as directors by the voting shareholders. Section 1405(c)(5) of the Holding Companies Act provides that the above provisions shall not apply to a domestic insurer if the person controlling such insurer is an insurer, an attorney-in-factfor a reciprocal exchange, a mutual insurance holding company or a publicly held corporation having a board of directors and committees thereof which already meet the requirements of Section 1405(c)(4.1). For purposes of the Holding Companies Act, we are deemed to control the Exchange and its subsidiaries, and our board of directors and its committees are in compliance with Section 1405(c)(4.1).
Section 3.09 of our bylaws is consistent with this statutory provision and provides that (i) our board of directors must appoint annually a nominating committee that consists of not less than three directors, each of whom is not an officer or employee of us or of any entity controlling, controlled by or under common control with us, and (ii) our nominating committee must, prior to each annual meeting of shareholders, determine and nominate candidates for the office of director to be elected by the holders of Class B common stock to serve terms as established by our bylaws and until their successors are elected and qualified.
In accordance with this bylaw provision, on
Nominating Procedures
Under Section 2.07(a) of our bylaws, nominations of persons for election to our board of directors may be made at any meeting at which directors are to be elected (i) by or at the direction of our board of directors upon the recommendation of our nominating committee or (ii) by any holder of our Class B common stock.
With respect to nominations by or at the direction of our nominating committee, except as is required by rules promulgated by Nasdaq, the
Although we do not have a formal policy or guidelines regarding diversity of membership of our board of directors, our Company recognizes the value of having a board that encompasses a broad range of skills, expertise,
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contacts, industry knowledge and diversity of opinion. Our board has not attempted to define "diversity" or otherwise require that the composition of our board include individuals from any particular background or who possess specific attributes.
Our nominating committee utilizes the following process to identify and evaluate the individuals that it selects, or recommends that our board of directors select, as director nominees:
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Reviews the qualifications of any candidates who have been recommended by a holder of Class A common stock or Class B common stock in accordance with our bylaws. |
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Considers recommendations made by individual members of our board of directors or, if our nominating committee so determines, a search firm. Our nominating committee may consider candidates who have been identified by management but is not required to do so. |
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Evaluates the background, experiences, qualifications and suitability of each candidate, including the current members of our board of directors, in light of the current size and composition of our board of directors and the above discussed significant factors. |
After such review and consideration, our nominating committee recommends a slate of director nominees to the board of directors.
Actions Taken for Nominations
Our nominating committee met on
Our bylaws provide that our board of directors shall consist of not less than seven, nor more than 16, directors, with the exact number to be fixed from time to time by resolution of our board of directors. At its meeting on
On
Candidates for Election
Unless otherwise instructed, the proxy holders will vote the proxies received by them for the election of the nominees named below. All of the nominees are currently directors of the Company. If a nominee becomes unavailable for any reason, it is intended that the proxies will be voted for a substitute nominee selected by our nominating committee. Our board of directors has no reason to believe the nominees named will be unable to serve if elected.
2025 Information Statement 9
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The biography of each director nominee below contains information regarding that person's principal occupation, positions held with the Company, if applicable, age (as of
J.RalphBorneman,Jr.,CIC, CPIA | ||
Age: 86 Director since 1992 |
President, Chief Executive Officer and Chairman of the |
EugeneC.Connell,FCAS, CFA, CPCU | ||
Age: 70 Director since 2017 |
Independent Investor and Advisor, |
SalvatoreCorrenti,CFA, CCM, FLMI | ||
Age: 64 Director since 2018 |
Director, |
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Age: 70
Director since 2016 |
Vice President, General Counsel and Corporate Secretary, |
Age: 62
Director since 2005 |
Vice Chairman of the Board of our Company since 2013 and Chairman of the Board of our affiliated insurance companies since 2018; Co-Trusteeof the H.O. Hirt Trusts, |
Age: 89
Director since 2007 Prior Board Service 1979-1998 |
Chairman of the Board of our Company (since 2007) and of our affiliated insurance companies (2007-2018), an employee (1953-1995) and former agent of the Company, including service as President (1982-1990) and Chairman and CEO (1990-1993); Owner and Manager, |
2025 Information Statement 11
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Age: 79 Director since 2003 |
Retired senior executive and private investor, principally in start-uptechnology related ventures; Director of EMMA Health Technologies, a manufacturer of medical devices, since Prior to joining the Company's board, |
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Age: 70 Director since 2017 |
Director, |
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Age: 74 Director since 2016 |
Managing Director, |
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Age: 77 Director since 2006 |
Of counsel to the law firm of |
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Age: 69 Director since 2007 |
Co-Trusteeof the H.O. Hirt Trusts, |
Independent Directors
Our board of directors has determined that each of the following directors and director nominees satisfies the definition of an "independent director" as set forth in the rules promulgated by Nasdaq:
Director
Required Vote
Cumulative voting rights do not exist with respect to the election of directors. A director nominee shall only be elected if the total votes cast by the voting shareholders for the election of such director nominee represents a majority of the Class B shares outstanding and entitled to vote at our annual meeting. An abstention will count as a vote against the proposal.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE CANDIDATES FOR DIRECTOR NOMINATED BY OUR NOMINATING COMMITTEE. |
2025 Information Statement 13
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Compensation Discussion and Analysis
The Compensation Discussion and Analysis describes our executive compensation philosophy and programs, and the decisions the compensation committee of the board of directors has made pursuant to those programs.
2024 Named Executive Officers
Principal executive officer | ||
President and Chief Executive Officer | ||
Principal financial officer | ||
Executive Vice President and Chief Financial Officer | ||
Next three most highly compensated officers | ||
Executive Vice President, Secretary and General Counsel | ||
Executive Vice President, Sales and Products | ||
Executive Vice President and Chief Information Officer |
The Summary Compensation Table and supplemental tables thereunder report compensation calculated for our NEOs in accordance with the rules and regulations of the
Executive Summary
Our executive compensation program is developed and monitored by our compensation committee. The program is designed to support sustainable long-term value for our enterprise through a combination of fixed and variable compensation. Base salary is established after consideration of external competitiveness and the level of experience of each executive. Variable compensation is based on a "pay-for-performance"philosophy and tied to our corporate strategy. Current year performance is recognized by our Annual Incentive Plan, or "AIP." Longer-term performance is measured over a three-year period under our Long Term Incentive Plan, or "LTIP."
Our AIP utilizes goals that are based on operational results, or "company performance measures," and individual accomplishments, or "individual performance goals." For our 2024 AIP, company performance measures included the
Due to external factors, such as global supply chain challenges, continued inflation and catastrophes, and their impact on claims, we used a qualitative metric for the statutory combined ratio goal for 2024. The committee assessed business strategies intended to improve the Exchange's combined ratio such as implementing planned rate changes, underwriting and agency management initiatives and improvements, expense management and enhancements to our claims handling processes. See Annual Incentive Plan.
For 2024, our results were as follows:
AIP Company Performance Measures(1) |
2024 Target |
2024 Year End Result |
Payout (as a % of Target) |
|||||
% Increase in Direct Written Premium |
17.9% | 18.8% | 130.0% | |||||
% Increase in Policies in Force |
2.9% | 4.8% | 200.0% | |||||
Statutory Combined Ratio(2) |
110.4% | 50.0% | ||||||
OVERALL COMPANY PERFORMANCE |
104.0% |
(1) |
Weightings for company performance measures: Direct Written Premium (30%), Policies in Force (20%), Statutory Combined Ratio (50%) |
(2) |
Performance for this metric was based upon the committee's assessment of management's execution of business strategies intended to improve our combined ratio. |
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The LTIP provides for grants of time-vesting awards and performance-vesting awards. The time-vesting awards represent 25 percent of each grant under the LTIP and are not tied to company or peer group performance. Time-vestingawards can take the form of restricted shares, restricted share units and phantom stock and include the payment of dividends or dividend equivalents. The remaining 75 percent of each grant under the LTIP is a performance-vesting award and the company measures are DWP growth, statutory combined ratio and retuon invested assets, or "ROIA." This portion of each LTIP award is designed to reward the participant based upon our performance relative to an established peer group (see Long Term Incentive Plan below for the composition of the LTIP peer group). Performance below that of the peer group results in a payout below target; performance equal to that of the peer group results in a payout at target; and performance better than the peer group results in a payout greater than target. To achieve a maximum payout, our three-year DWP growth must exceed the peer group results by 400 basis points; statutory combined ratio must be lower than the peer group results by 300 basis points; and our ROIA must exceed the peer group results by 175 basis points.
To date, we have information on 11 of the 12 measurement quarters for the 2022-2024 LTIP performance period and we expect overall performance relative to our peer group to be less than the 2021-2023 performance period, as illustrated below.
LTIP Measure |
Performance Period |
Property and Result |
Result |
Basis Points Difference |
Property and Performance Performance |
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Direct Written Premium |
2021-2023 | 9.7 | % | 10.0 | % | -23.0 | Underperformed | ||||||||||||||||||
2022-2024 | * | 14.9 | % | 10.5 | % | 441.0 | Outperformed | ||||||||||||||||||
Statutory Combined Ratio |
2021-2023 | 113.5 | % | 104.5 | % | 903.4 | Underperformed | ||||||||||||||||||
2022-2024 | * | 115.0 | % | 103.2 | % | 1,179.5 | Underperformed | ||||||||||||||||||
Retuon Invested Assets |
2021-2023 | 3.86 | % | 4.10 | % | -24.0 | Underperformed | ||||||||||||||||||
2022-2024 | * | 3.05 | % | 3.62 | % | -57.2 | Underperformed |
* Results for the 2022-2024 performance period are projected.
Though we project to underperform our peers in combined ratio and ROIA for the 2022-2024 performance period, our DWP growth is expected to be better than the peer group. We expect the overall performance factor used to determine the payments to our NEOs under the LTIP to be higher than the prior year.
External factors have significantly impacted the
These awards are conditional and only vest to the extent that the overall LTIP performance factor is below 50 percent. The awards are denominated in restricted stock units and paid, if at all, in cash.
Additional information regarding our financial results for the year ended
Results of Say-on-Payand Frequency of Say-on-PayAdvisory Votes
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or "Dodd-Frank Act," gives our Class B voting shareholders the right to approve, on a non-bindingadvisory basis, the compensation paid to our NEOs as disclosed in our information statement.
Companies subject to the "say-on-pay"rules are required to hold a shareholder vote at least once every six calendar years to determine on a non-bindingadvisory basis, the frequency of future say-on-payvotes - annually, biennially or triennially. In 2023, our Class B voting shareholders selected, on a non-bindingadvisory basis, "every three years" as the preferred frequency for having the opportunity to vote on the compensation of our NEOs. Accordingly, the next advisory vote on executive compensation will be held at our 2026 Annual Meeting.
2025 Information Statement 15
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Risk Management in Executive Compensation Plan Design
The compensation committee evaluates the risks associated with the annual and long-term incentive compensation programs for our executive and senior leaders as part of its comprehensive compensation risk assessment. This periodic evaluation is intended to minimize the risk that such programs will promote behavior that could negatively impact the value of the Company or the Exchange. The compensation committee aligns the performance measures used in these programs with our overall business strategy. See Board Oversight of Risk.
Based on the results of these periodic assessments, we conclude that our compensation programs do not create undue material risk to the Company. There have been no material changes to our incentive plans or risk-mitigating factors since our last assessment and we have not identified any new risks that would change this conclusion. Other tools used to manage executive compensation risk and promote effective governance are identified in the table below.
Measures Used to Mitigate Compensation Risk
Recoupment of Bonuses |
Our policy on recoupment of officer bonuses allows us to recover bonuses paid under our AIP and LTIP under certain circumstances. See Policy on Recoupment of Officer Bonuses. |
|
Committee Discretion |
Our compensation committee has the discretion to reduce awards to any individual participant in the incentive plans. |
|
Peer Group Comparison(1) |
The compensation committee compares our property and casualty insurance results to a peer group of companies in our LTIP. The committee closely monitors our results and those of our peers during each three-year performance period to determine whether we are performing above or below the industry and the impact on plan performance. |
|
AIP Funding Qualifier |
Company financial results are considered before making payments to individuals to ensure payouts are not made if the Company is underperforming overall. |
|
Multiple Performance Measures |
Both the annual and long-term incentive plans use multiple goals, thereby diversifying the risk associated with any single measure of performance. |
|
Maximum Payout Opportunity |
We limit the amounts that may be earned under any award of performance-based compensation. |
|
Policy for Minimum Stock Ownership Levels |
We believe that requiring executives to hold shares of our stock for an extended period of time discourages them from taking risks for short-term or immediate gain. See Policy for Minimum Stock Ownership Levels. |
|
Plan Governance |
All of our incentive plans have written plan documents. Depending on the plan, amendments require approval of the board, the compensation committee, and/or our Human Resources Division. |
|
Anti-Hedging Policy |
This policy prohibits directors and officers of the Company who are subject to the Policy for Minimum Stock Ownership Levels, as well as their spouses and other individuals residing in the same household, from engaging in transactions that are designed to offset a decrease in the market value of company stock. |
(1) |
We use two peer groups in our executive compensation program. The LTIP peer group, against which our long-term performance is measured, represents a significant share of the industry's property and casualty premium and our compensation committee believes that this group is representative of our competition. Our executive compensation benchmarking peer group is composed of companies we consider to be competitors for policyholders and employees, and similar to us in terms of lines of business, net premiums written and/or asset size. |
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Executive Compensation Philosophy and Structure
The goal of our executive compensation program is to attract, motivate, retain and reward executives in a fiscally responsible manner that balances the interests of our shareholders with those of the policyholders of the Exchange. To achieve this objective, we design executive compensation programs that reward and incentivize exceptional performance relative to the industry. We provide a mix of fixed and variable compensation that is intended to motivate our executives to achieve short- and long-term objectives that build sustainable long-term value. We achieve these objectives by providing the elements of executive compensation identified in the table below.
Components of our Executive Compensation Program
Base Salary | Base Salary represents a fixed level of cash compensation for the executive's competencies and the regular duties they perform in their role. Base salaries are linked to other compensation elements, including target award opportunities for short- and long-term incentive plans. | |
AIP | A performance-based annual incentive program that provides each executive an opportunity to eaa cash award based on the achievement of pre-determinedgoals or other performance objectives over a one-yearperiod. | |
LTIP | A long-term incentive program that provides grants of time-vesting awards and performance- vesting awards. The time-vesting awards are not tied to company or peer group performance and include the payment of dividends or dividend equivalents. Performance-vesting awards provide an opportunity for each executive to eaan award based on the achievement of performance objectives over a three-year period. Performance is measured against a pre-definedpeer group. | |
Equity Compensation Plan |
Equity-based incentive awards provided to attract and retain key employees capable of having a significant impact on the performance of the Company. | |
Benefits | Benefits that include an unfunded, non-qualifiedsupplemental employee retirement plan, or "SERP," that enables eligible participants to eabenefits in excess of those that can be earned under our tax-qualified definedbenefit pension plan, or "pension plan," and an unfunded, non-qualifieddeferred compensation arrangement, or "deferred compensation plan," that enables eligible participants to defer receipt of all or part of their base salary and/ or AIP award to a later date. We offer an unfunded, non-qualifiedincentive compensation deferral plan that enables eligible participants to defer receipt of all or part of their AIP and/or LTIP award. We provide the following matching contributions in our 401(k) plan: 100 percent of the first three percent of pay contributed by the employee, and 50 percent of the next two percent of employee contributions. |
Executive Compensation Principles
Our executive compensation program includes industry best practices.
What We Do |
||||||
✓ | Pay for Performance.A significant percentage of total target direct compensation is pay at-riskand connected to performance. | |||||
✓ | Link Performance Measures and Strategic Objectives.Performance measures for incentive compensation are linked to operating priorities. | |||||
✓ | Consult with Independent Compensation Advisor.The committee retains an independent consultant to review and advise on our executive compensation programs and practices. | |||||
✓ | Benchmark to Peers. We benchmark our executive compensation program and review the composition of the peer group annually. | |||||
✓ |
Target Pay at the 50th Percentile of Peers.We target total direct compensation at the 50th percentile of our peers. |
2025 Information Statement 17
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✓ | Limit the Maximum Payout Opportunity.We establish maximum amounts that may be earned under any award of performance-based compensation. | |||||
✓ | Require Minimum Levels of Stock Ownership. We require executives to hold shares of our stock for an extended period of time because we believe it discourages them from taking risks for short-term or immediate gain. | |||||
✓ |
Recoup Compensation Under Certain Circumstances. Awards made to executives are subject to recoupment in specified situations. |
What We Don't Do | ||||||
✘ | No Accelerated Vesting of Performance Shares.Our LTIP does not provide for accelerated vesting of performance shares in the event of a termination of employment, other than for retirement, death, or disability. | |||||
✘ | No Excessive Perquisites. Our executives receive minimal perquisites and do not receive tax gross-ups, except for guest travel, residential home security, and personal use of the company aircraft. | |||||
✘ | No Stock Options. We do not offer stock options or stock appreciation rights (SARs). | |||||
✘ |
No Employment Agreements. We do not have employment agreements with any of our executive officers. |
Relationship Between Pay and Performance
Our variable pay compensation is tied to: (1) each executive's individual performance and (2) the performance of the Company and the Exchange, thereby supporting our performance-based compensation philosophy. Because our executives have a greater ability to influence our performance and financial results through their decisions, the percentage of their total compensation comprised of variable pay increases with level of responsibility.
Variable compensation opportunities (long- and short-term incentive target awards) comprised approximately 77 percent of our CEO's total target annual compensation in 2024, 49 percent of which was in the form of long-term awards of which a portion, 37 percent, is tied to company performance. Variable compensation opportunities accounted for approximately 62 percent of our other NEOs' total target annual compensation in 2024, 35 percent of which was in the form of long-term awards of which a portion, 26 percent, is tied to company performance. We believe that tying a meaningful portion of our NEOs' target earnings opportunity to variable compensation, while providing competitive levels of base salary, strikes an appropriate balance between achievement of operational goals and the pay earned by our executives.
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Setting Executive Compensation
Our compensation committee determines the compensation philosophy and policies for our executive officers, including our CEO and executive vice presidents. In doing so, it reviews the performance of each executive and establishes individual compensation levels. The committee considers the nature and extent of each executive's skills, scope of responsibilities, performance and effectiveness in supporting our long-term goals. The committee engaged
Benchmark Positions | Competitive compensation levels for our executives were determined by matching each position to survey benchmark positions in the market. | |||
Third-Party Compensation Data |
Compensation data was obtained from published insurance industry and general industry sources and from third party consulting firms, including |
|||
Peer Group | Compensation data was obtained for a peer group of property and casualty companies. We consider these insurance companies to be our competitors for policyholders and employees, and similar to us in terms of lines of business, net premiums written and/or asset size. |
No changes were made to the composition of the peer group used in our base salary analysis for 2024.
2024
The Cincinnati Insurance Companies
COUNTRY Financial
The Hanover Insurance Group Property and Casualty Companies
In 2024, we paid
Principal Components of Executive Compensation
The principal components of our executive compensation program are base salary and bonus opportunities under our AIP and LTIP. Each of these items is discussed below.
Base Salary
The committee set the 2024 base salaries of the NEOs, effective
|
2024 Annual Base Salary |
2023 Annual Base Salary |
||||||||
|
1,250,000 | 1,115,000 | ||||||||
|
525,000 | 475,000 | ||||||||
|
490,000 | N/A | ||||||||
|
517,000 | 477,000 | ||||||||
|
575,000 | 490,000 |
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Annual Incentive Plan
The 2024 AIP payouts for our NEOs were based on the attainment of company and individual performance goals established at the beginning of 2024. Our compensation committee believes that an appropriate balance of corporate and individual performance goals results in increased differentiation of rewards and improved line of sight among participants. Therefore, the weighting between company and individual performance goals is based on a NEO's role within the organization. For each of our NEOs, company performance measures are weighted 80 percent and individual performance goals are weighted 20 percent of the overall target opportunity.
Once the target percentages, expressed as a percent of base salary, were determined for the NEOs, our compensation committee, with support from our board of directors, established AIP performance measures intended to drive strong organizational performance. At the end of each year our board of directors and management review our historical results, operating goals, and industry estimates to identify those areas where performance-based incentives would have the greatest impact on achieving our strategic objectives in the following year.
The compensation committee then established a minimum, or "threshold," a target and a maximum level of achievement for each company performance measure. The maximum award opportunity was intended to incent participants to exceed target performance to achieve a maximum payout. If the target for a performance measure is achieved, then the performance measure will be deemed to be earned at 100 percent. If the maximum result for a performance metric is achieved, then the performance measure will be deemed to be earned at 200 percent. Results at or below threshold result in a zero payout, and achievement at levels between threshold and target and between target and maximum are determined via linear interpolation.
For 2024, we set a qualitative target for statutory combined ratio as we did in 2023. Prior to 2023, we used a quantitative target based on our Operating Plan and industry forecasts. The change to a qualitative measure was precipitated by external factors, such as global supply chain challenges and continued inflation, and their impact on our combined ratio. The level of achievement for this 2024 goal was based on the compensation committee's assessment of our business strategies intended to improve the Exchange's combined ratio such as implementing planned rate changes, underwriting and agency management initiatives and improvements, expense management, and enhancements to our claims handling processes. Significant progress was achieved in these areas, resulting in an improvement to our combined ratio result compared to 2023.
The company performance measures for the NEOs are shown in the table below.
2024 AIP Company Performance Measures
Company Performance Measures |
Actual Result |
Threshold | Target | Maximum | ||||||||||||||||
% Increase in Direct Written Premium(1) |
18.8 | % | 15.9 | % | 17.9 | % | 20.9 | % | ||||||||||||
% Increase in Policies in Force(2) |
4.8 | % | 1.9 | % | 2.9 | % | 3.9 | % | ||||||||||||
Statutory Combined Ratio(3) |
110.4 | % | N/A | N/A | N/A |
(1) |
The year-over-year percentage increase in the |
(2) |
The year-over-year percentage increase in the |
(3) |
The statutory combined ratio of the |
The committee believes these company performance measures promote growth (measured by the increase in DWP and PIF) and reinforce a strong underwriting discipline (measured by the statutory combined ratio).
2024 AIP Individual Performance Goals
Each NEO was assigned individual performance goals related to their scope of responsibility. These goals account for 20 percent of each NEO's AIP award and may be qualitative or quantitative in nature. Our compensation committee has determined that achievement of these individual goals would require substantial and
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sustained performance by the NEOs; however, we believe that disclosure of the specific goals could cause competitive harm. The individual performance goals aligned with our overall strategic initiatives and business priorities and all NEOs met or exceeded their individual performance goals.
2024 AIP Targets and Awards
The 2024 target, and level of achievement relative to target, for AIP awards earned appear in the table below. AIP bonuses were paid on
|
AIP Target as a % of Base Salary |
Achievement Relative Maximum |
||||||||||
|
120% | Above Target | ||||||||||
|
70% | Above Target | ||||||||||
|
70% | Above Target | ||||||||||
|
70% | Above Target | ||||||||||
|
70% | Above Target |
We continued our use of a funding qualifier for the 2024 AIP. The compensation committee determined that it would be appropriate to first consider our overall financial results before making payments to individuals based on achievement of the specific performance goals set forth above. The funding qualifier is a company performance threshold that is based on our net income for the performance period excluding: (i) net realized and unrealized investment losses (gains); impairment losses (recoveries) on investments, (ii) impairments from intangibles and goodwill, (iii) (income) or loss from discontinued operations, (iv) loss on extinguishment of debt, (v) the cumulative effect of accounting changes or the effect of material changes in tax laws, (vi) acquisition and integration related costs and business divestiture related (gains) and losses, (vii) unusual or infrequently occurring items and special charges, (viii) asset impairments from real estate and long-lived assets, (ix) claims and litigation settlements not related to core operations, (x) restructuring charges, (xi) foreign currency transaction (gain) loss, (xii) equity in (earnings) losses of limited partnerships, and (xiii) provision for federal income taxes related to adjustments for items (i) through (xii) ("net operating income"). Use of net income as the measure for the funding qualifier gives appropriate consideration to the interests of both our shareholders and the participants in our AIP.
The funding qualifier under our 2024 AIP was 75 percent of the Company's forecasted net income for 2024. For an AIP payout to occur, 2024 net income, excluding items listed above, had to exceed
Amended and Restated Long Term Incentive Plan
The purpose of our LTIP is to enhance our growth and profitability, and that of the Exchange, and attract, motivate and reward executives. We accomplish this by providing longer-term rewards to executives who are capable of having a significant impact on performance. In 2024, modifications to the design of the LTIP were approved by our compensation committee, our board of directors and our Class B shareholders at the 2024 Annual Meeting of Shareholders. The Amended and Restated LTIP provides for grants of time-vesting awards (25 percent of award) in addition to the performance-vesting awards (75 percent of award) provided for under the previous LTIP. The time-vesting awards are not tied to peer group performance, can take the form of Restricted Shares, Restricted Share Units and Phantom Stock and include the payment of dividends or dividend equivalents. Performance-vesting awards are based on the attainment of certain performance goals over three-year performance periods. Performance is measured and compared to an industry peer group selected by the compensation committee. Performance-vesting awards can be in the form of performance shares, performance units and/or phantom stock. Performance shares represent the right to receive shares of common stock or cash. Performance units and phantom stock awards are paid in cash.
The total number of performance shares authorized for awards under the LTIP is 1.5 million shares. No performance shares have been issued under the LTIP. Accordingly, 1.5 million shares of Class A common stock remain available for issuance under the LTIP. We purchase our Class A common stock in the open market to settle performance share awards; we do not issue new shares to settle stock awards.
2025 Information Statement 21
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The compensation committee believes the peer group below to be representative of the property and casualty industry, as it comprised 52 percent of the industry's premiums in 2023. In 2024, changes were made to the composition of the peer group to more closely align with the property casualty industry's performance. Two companies were added -
2024-2026
Allstate Insurance Group American Family Insurance Group Amica Mutual Group Auto Owners Insurance Group The Cincinnati Insurance Companies Chubb INA Group COUNTRY Financial |
Liberty Mutual Insurance Companies |
|
LTIP Targets
The table below shows LTIP targets expressed as a percentage of base salary.
|
LTIP Target as a % of Base Salary |
|||
|
215% | |||
|
90% | |||
|
90% | |||
|
90% | |||
|
90% |
The target number of shares for each participant was calculated by dividing the dollar amount of their target LTIP award by
LTIP Performance Measures & Weightings
The company performance measures for the 2022, 2023 and performance-vesting portion of the 2024 LTIP are DWP (weighted 40 percent), statutory combined ratio (weighted 40 percent) and ROIA (weighted 20 percent). Given the nature of our business, underwriting profitability and retuon investments are important to long-term financial strength.
The 2022-2024 performance period is closed. The payout, pending approval from our compensation committee, will be made later in 2025 since computations require peer group data that is not yet available. To date, for this performance period, we have information on 11 of the 12 measurement quarters and expect the performance factor to be approximately 34 percent.
Equity Compensation Plan
External factors have significantly impacted the
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and the award for the 2023-2025 performance period will vest on
The number of restricted stock units awarded for each performance period was calculated by multiplying the target LTIP award previously granted for each performance period by 50 percent (see Long Term Incentive Plan). Since the performance factor for the 2022-2024 performance period is projected to be below 50 percent, we anticipate the Equity Compensation Plan to payout at approximately 16 percent of the target LTIP award.
Due to limitations in the Equity Compensation Plan on the number of shares that can be awarded to one individual in any calendar year, the third tranche of
Retirement Benefits and Perquisites
We believe retirement benefits are an important part of a competitive reward opportunity that enables us to attract and retain talented leaders. We also offer our executives a limited number of perquisites.
Pension Plan |
• Provided to all eligible employees since 1946 |
|
SERP(1) |
• Provided to executive officers, senior vice presidents and other select officers of the Company • Encourages retention and long service careers |
|
Deferred Compensation Plan |
• Provided to executive officers, senior vice presidents and other select officers of the Company • Unfunded, non-qualifieddeferred compensation |
|
Incentive Compensation Deferral Plan |
• Provided to executive officers, senior vice presidents and other select officers of the Company • Unfunded, non-qualifiedincentive compensation deferral |
|
Perquisites |
• In addition to broad-based benefits offered generally to all our full-time employees, executives are offered: ○ Business club memberships ○ Airline club memberships as needed ○ Discounted comprehensive financial counseling ○ Officer physicals ○ Accidental death benefits ○ Guest travel ○ Residential home security ○ Personal use of company aircraft ○ Tax gross-upsfor residential home security, guest and personal use of company aircraft |
(1) |
In response to those provisions of the Internal Revenue Code of 1986, or the "Code," that limit the maximum annual pension award that can be paid to any eligible employee, we provide a SERP to our NEOs. As illustrated in the Pension Benefits table, an older NEO can produce a significantly higher present value compared to a younger, more highly paid NEO. This result occurs primarily because the nearer a NEO is to normal retirement age, the shorter the discount period used in calculating the present value of the benefits. In addition, amounts in the Pension Benefits table may increase or decrease from year to year. This is the result of discount rates used in the calculations. See Executive Compensation - Pension Plan. |
Policy on Recoupment of Officer Bonuses
We have a clawback policy that requires the reimbursement of all or a portion of any incentive-based bonus paid to any officer where: (i) the payment was erroneously awarded based on an accounting error resulting in restatement of the company's financial results, and (ii) a lower payment would have been made to the officer based upon the restated financial results. In each such instance the Company will, to the extent practicable, seek to recover the amount by which the officer's bonus for the relevant period exceeded the lower payment that would
2025 Information Statement 23
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have been made based on the restated financial results. Our policy provides that we will not seek to recover bonuses paid more than three years prior to the date on which our board of directors was made aware of the need to restate our financial statements.
We may, to the extent permitted by law and in our discretion, seek to recoup incentive compensation paid to an officer where the officer's employment with the Company was terminated for cause either prior to the payment of the bonus or within six months thereafter.
Policy for Minimum Stock Ownership Levels
Our Policy for Minimum Stock Ownership Levels is designed to (i) promote greater alignment between management and the interests of our shareholders through ownership
Officers who are covered by the policy must achieve their minimum ownership level by the tenth anniversary of becoming a covered officer. If a covered officer is appointed to a position with a higher minimum ownership requirement, the difference between the two levels must be achieved by the tenth anniversary of the new appointment. The original timeframe continues to apply to the prior ownership requirement.
The policy further provides that, once a covered officer owns or is credited with enough shares to satisfy their minimum ownership requirement, they are not required to acquire additional shares in the event of a decline in stock price or increase in base salary. The dollar value of the minimum stock ownership requirement does not increase unless the covered officer is promoted to a position that has a higher ownership requirement.
The following table shows the required stock ownership levels and the share ownership of our NEOs as of
|
Target Ownership Level |
# of Shares Owned at |
Met Target | |||||||
|
4x base salary | 27,927 | Yes | |||||||
|
3x base salary | 2,387 | No | |||||||
|
3x base salary | 3,012 | Yes | |||||||
|
3x base salary | 5,147 | Yes | |||||||
|
3x base salary | 525 | No |
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for the year ended
the Company does not grant stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines that it will utilize these types of awards in the future, the compensation committee will evaluate the appropriate steps to take in relation to the foregoing.
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Executive Compensation
The following table sets forth the 2024, 2023, and 2022 compensation of our NEOs. Compensation disclosed herein is for services rendered in all capacities to us, EFL, the Exchange and their subsidiaries and affiliates. Compensation is allocated among us, the Exchange, EFL and their subsidiaries and affiliates according to an estimated proportion of the executives' time dedicated to the affairs of each entity. Our share of total compensation expense for the NEOs was 70 percent in 2024, 61 percent in 2023, and 56 percent in 2022. Amounts indicated are pre-individualincome taxes.
Summary Compensation Table
|
Year |
Salary |
Bonus |
Stock |
Non- sation |
Change Non-Qualified ( |
All Other Compensation ( |
Total ($) |
||||||||||||||||||||||||||||||||
President and Chief Executive Officer |
2024 | 1,272,115 | 0 | 4,387,010 | 1,698,000 | 1,677,833 | 172,135 | 9,207,093 | ||||||||||||||||||||||||||||||||
2023 | 1,100,577 | 0 | 4,540,445 | 1,498,560 | 525,707 | 159,031 | 7,824,320 | |||||||||||||||||||||||||||||||||
2022 | 1,026,538 | 0 | 2,184,136 | 1,168,923 | 0 | 132,639 | 4,512,236 | |||||||||||||||||||||||||||||||||
Executive Vice President and Chief Financial Officer |
2024 | 535,577 | 0 | 472,502 | 401,310 | 384,813 | 25,214 | 1,819,416 | ||||||||||||||||||||||||||||||||
2023 | 437,571 | 0 | 680,678 | 344,180 | 333,309 | 36,216 | 1,831,954 | |||||||||||||||||||||||||||||||||
Executive Vice President, Secretary and General Counsel |
2024 | 500,192 | 0 | 441,159 | 405,426 | 319,536 | 47,978 | 1,714,291 | ||||||||||||||||||||||||||||||||
Executive Vice President Sales and Products |
2024 | 529,192 | 0 | 465,425 | 409,671 | 153,605 | 53,344 | 1,611,237 | ||||||||||||||||||||||||||||||||
2023 | 472,192 | 0 | 1,031,779 | 367,290 | 161,311 | 41,302 | 2,073,874 | |||||||||||||||||||||||||||||||||
2022 | 449,692 | 0 | 406,870 | 306,073 | 0 | 46,826 | 1,209,461 | |||||||||||||||||||||||||||||||||
Executive Vice President and Chief Information Officer |
2024 | 580,769 | 75,000 | 517,663 | 471,730 | 80,884 | 45,405 | 1,771,451 | ||||||||||||||||||||||||||||||||
2023 | 487,115 | 100,000 | 865,718 | 384,160 | 94,749 | 36,332 | 1,968,074 | |||||||||||||||||||||||||||||||||
2022 | 334,327 | 300,000 | 391,306 | 249,604 | 28,581 | 19,344 | 1,323,162 |
(1) |
For |
(2) |
Grants made under our LTIP for the performance periods beginning in 2024, 2023 and 2022 are shown in the "Stock Awards" column. Grants of phantom performance stock and/or phantom stock were made each year and, upon vesting, participants will be paid in cash. For 2023, this column also includes grants made under the Company's Equity Compensation Plan on |
(3) |
The "Non-EquityIncentive Plan Compensation" column includes payouts made under the AIP during each year. |
(4) |
For 2024, amounts in the "Change in Pension Value and Non-QualifiedDeferred Compensation Earnings" column increased for |
(5) |
See Supplemental Table for All Other Compensation. |
26
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Stock Awards: Long Term Incentive Plan
Our LTIP allows the payment of outstanding awards to be made in either cash or stock. The LTIP provides for grants of time-vesting awards and performance-vesting awards. For performance-vesting awards, the LTIP plan document identifies the performance measures that may be used for a particular performance period. Awards for the 2024-2026, 2023-2025 and 2022-2024 performance periods are payable in cash. The amounts shown in the Summary Compensation Table for 2024, 2023 and 2022 reflect the grant date fair value of these awards as further described below. The awards for each performance period will not be earned until
For 2024, 2023 and 2022, the grant value of each executive's target LTIP award (calculated as a percentage of their base salary) was established by our compensation committee. The number of phantom performance shares and/or phantom shares awarded in 2024, 2023 and 2022 was calculated by dividing the target LTIP award by
Stock Awards: Equity Compensation Plan
In
The number of restricted stock units awarded for each performance period was calculated by multiplying the target LTIP award previously granted for each performance period by 50 percent.
Non-EquityIncentive Plan Compensation
The "Non-EquityIncentive Plan Compensation" column includes the AIP payouts during each year.
Change in Pension Value and Non-QualifiedDeferred Compensation Earnings
The Summary Compensation Table above includes the net change in the present value of accrued benefits from
SERP discount rates used for
There are no above-market or preferential non-qualifieddeferred compensation earnings to disclose in this column. See Non-QualifiedDeferred Compensation for a description of the investment funds and earnings.
2025 Information Statement 27
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All Other Compensation
The following table provides details of the amounts presented in the "All Other Compensation" column of the Summary Compensation Table.
Supplemental Table for All Other Compensation
|
Year |
401(k) Contribution |
Supple- Match |
Tax Gross- Ups ( |
Member- ship Dues ( |
Guest Travel ( |
Other ( |
Total ($) |
||||||||||||||||||||||||||||||||
|
2024 | 13,800 | 37,085 | 12,725 | 1,234 | 6,586 | 100,705 | 172,135 | ||||||||||||||||||||||||||||||||
2023 | 13,200 | 0 | 14,406 | 1,104 | 4,499 | 125,822 | 159,031 | |||||||||||||||||||||||||||||||||
2022 | 12,200 | 28,862 | 16,672 | 3,109 | 9,721 | 62,075 | 132,639 | |||||||||||||||||||||||||||||||||
|
2024 | 13,800 | 0 | 0 | 1,674 | 0 | 9,740 | 25,214 | ||||||||||||||||||||||||||||||||
2023 | 13,200 | 0 | 0 | 1,514 | 0 | 21,502 | 36,216 | |||||||||||||||||||||||||||||||||
|
2024 | 13,800 | 6,208 | 0 | 2,739 | 0 | 25,231 | 47,978 | ||||||||||||||||||||||||||||||||
|
2024 | 13,800 | 7,368 | 3,447 | 1,491 | 4,363 | 22,875 | 53,344 | ||||||||||||||||||||||||||||||||
2023 | 13,200 | 5,688 | 0 | 2,819 | 0 | 19,595 | 41,302 | |||||||||||||||||||||||||||||||||
2022 | 12,200 | 5,788 | 3,421 | 2,487 | 4,331 | 18,599 | 46,826 | |||||||||||||||||||||||||||||||||
|
2024 | 13,800 | 9,431 | 3,921 | 1,234 | 4,962 | 12,057 | 45,405 | ||||||||||||||||||||||||||||||||
2023 | 13,200 | 6,285 | 0 | 1,104 | 0 | 15,743 | 36,332 | |||||||||||||||||||||||||||||||||
2022 | 0 | 13,154 | 1,134 | 2,012 | 1,748 | 1,296 | 19,344 |
(1) |
This column includes the company match for our tax-qualified401(k) savings plan for employees. For more information on the 401(k) savings plan, see Part II, Item 8, "Financial Statements and Supplementary Data - Note 10, Postretirement Benefits, of Notes to Financial Statements" in our annual report on Form 10-Kfiled with the |
(2) |
Included in the "Supplemental 401(k) Match" column are our contributions that cannot be credited to the tax-qualified401(k) savings plan because of compensation and contribution limits imposed by the Code. See Non-qualifiedDeferred Compensation for additional discussion. |
(3) |
We pay taxes on behalf of our executives for guest travel, residential home security, and personal use of company aircraft. For 2024, this column includes gross ups for residential home security monitoring services for |
(4) |
We provide professional association and business dining club membership dues for executives. |
(5) |
We pay registration fees and normal travel expenses for an executive's guest when they accompany the executive to certain business functions. |
(6) |
The "Other" column includes executive physicals, the company-paid portion of a comprehensive financial counseling program, the company-paid cost of residential home security, the taxable value of group term life insurance, payments for vacation conversion, taxable fringe benefits and personal use of company aircraft. For Messrs. NeCastro, Bolash and Smith, amounts paid in 2024 include |
28
Table of Contents
Grants of Plan-Based Awards
The following table summarizes awards that were granted during 2024 under our AIP and LTIP.
Grants of Plan-Based Awards Table for 2024
Estimated Possible Payouts |
Estimated Future Payouts |
All or Units |
Grant Option |
|||||||||||||||||||||||||||||||||||||||||
|
Plan (1)(2) |
Grant |
Performance Period |
Thresh- |
Target ($) |
Maxi- |
Thresh- |
Target |
Maxi- |
|||||||||||||||||||||||||||||||||||
|
AIP | 2024 | 0 | 1,500,00 | 3,000,000 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||
LTIP | 2024-2026 | N/A | N/A | N/A | 2,991 | 5,982 | 11,964 | N/A | 2,016,054 | |||||||||||||||||||||||||||||||||||
LTIP | 2024-2026 | N/A | N/A | N/A | N/A | 1,993 | N/A | N/A | 671,681 | |||||||||||||||||||||||||||||||||||
ECP | 2024-2026 | N/A | N/A | N/A | N/A | N/A | N/A | 4,844 | 1,699,275 | |||||||||||||||||||||||||||||||||||
|
AIP | 2024 | 0 | 367,500 | 735,000 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||
LTIP | 2024-2026 | N/A | N/A | N/A | 526 | 1,052 | 2,104 | N/A | 354,545 | |||||||||||||||||||||||||||||||||||
LTIP | 2024-2026 | N/A | N/A | N/A | N/A | 350 | N/A | N/A | 117,957 | |||||||||||||||||||||||||||||||||||
|
AIP | 2024 | 0 | 343,000 | 686,000 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||
LTIP | 2024-2026 | N/A | N/A | N/A | 491 | 982 | 1,964 | N/A | 330,954 | |||||||||||||||||||||||||||||||||||
LTIP | 2024-2026 | N/A | N/A | N/A | N/A | 327 | N/A | N/A | 110,206 | |||||||||||||||||||||||||||||||||||
|
AIP | 2024 | 0 | 361,900 | 723,800 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||
LTIP | 2024-2026 | N/A | N/A | N/A | 518 | 1,036 | 2,072 | N/A | 349,153 | |||||||||||||||||||||||||||||||||||
LTIP | 2024-2026 | N/A | N/A | N/A | N/A | 345 | N/A | N/A | 116,272 | |||||||||||||||||||||||||||||||||||
|
AIP | 2024 | 0 | 402,500 | 805,000 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||
LTIP | 2024-2026 | N/A | N/A | N/A | 576 | 1,152 | 2,304 | N/A | 388,247 | |||||||||||||||||||||||||||||||||||
LTIP | 2024-2026 | N/A | N/A | N/A | N/A | 384 | N/A | N/A | 129,416 |
(1) |
The maximum AIP payout is 200 percent of the target award. See Compensation Discussion and Analysis - Annual Incentive Plan and Part II, Item 8, "Financial Statements and Supplementary Data - Note 11, Incentive and Deferred Compensation Plans, of Notes to Financial Statements" in our annual report on Form 10-Kfiled with the |
(2) |
Under the LTIP, our compensation committee may grant restricted shares, restricted performance shares, restricted share units, performance units, phantom stock, phantom performance stock, or any combination of these. Restricted shares and restricted performance shares represent the right to receive shares of common stock. Restricted share units, phantom stock, performance units and phantom performance stock represent the right to receive a cash payment. For the 2024-2026 performance period, grants were made in shares of phantom performance stock and phantom stock, both awards will be paid in cash when vested. For the phantom performance stock portion of the award, the threshold payout under this plan is 50 percent of the target award. The maximum payout under this plan is 200 percent of the target award. Award payments, if any, for the 2024-2026 performance period will vest at |
(3) |
The amount in this column represents a grant made to |
(4) |
The grant date fair value of LTIP awards was calculated by multiplying the target number of phantom shares by |
An executive's target award is established by our compensation committee. The target number of restricted shares, restricted performance shares, restricted share units, performance units, phantom stock, phantom performance stock, or any combination of these for each executive is based on a competitive total direct compensation target opportunity and an agreed-upon target pay mix. When our compensation committee approves target awards, it also selects the performance measures and approves the calibration of shares and/or cash awarded at performance levels above and below target. Our compensation committee has the discretion to
2025 Information Statement 29
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increase or decrease awards to any individual participant in the incentive plans, and we have a policy for recoupment of officer bonuses. See Compensation Discussion and Analysis.
Under our LTIP, the actual number of shares or amount of cash paid to an executive at the end of a performance period may be more or less than the executive's target, but not more than the maximum for that performance period. See also Part II, Item 8, "Financial Statements and Supplementary Data - Note 11, Incentive and Deferred Compensation Plans, of Notes to Financial Statements" in our annual report on Form 10-Kfiled with the
Outstanding Equity Awards
The following table shows outstanding equity awards at
Outstanding Equity Awards at
Stock Awards |
|||||||||||||||||||||||||
|
Performance |
Number of |
Market Value of |
Equity Incentive (#)(2) |
Equity Incentive ($) |
||||||||||||||||||||
|
2024-2026(3) | N/A | N/A | 11,964 | 4,931,920 | ||||||||||||||||||||
2024-2026(4) | N/A | N/A | 1,993 | 821,574 | |||||||||||||||||||||
2023-2025(5) | 4,844 | 1,996,842 | 9,688 | 3,993,684 | |||||||||||||||||||||
2022-2024(6) | 5,964 | 2,458,540 | 11,928 | 4,917,079 | |||||||||||||||||||||
|
2024-2026(3) | N/A | N/A | 2,104 | 867,332 | ||||||||||||||||||||
2024-2026(4) | N/A | N/A | 350 | 144,281 | |||||||||||||||||||||
2023-2025(5) | 379 | 156,235 | 758 | 312,470 | |||||||||||||||||||||
2023-2025(5) | 342 | 140,983 | 684 | 281,965 | |||||||||||||||||||||
2022-2024(6) | 512 | 211,062 | 1,024 | 422,124 | |||||||||||||||||||||
|
2024-2026(3) | N/A | N/A | 1,964 | 809,620 | ||||||||||||||||||||
2024-2026(4) | N/A | N/A | 327 | 134,799 | |||||||||||||||||||||
2023-2025(5) | 810 | 333,906 | 1,619 | 667,400 | |||||||||||||||||||||
2022-2024(6) | 1,033 | 425,834 | 2,065 | 851,255 | |||||||||||||||||||||
|
2024-2026(3) | N/A | N/A | 2,072 | 854,141 | ||||||||||||||||||||
2024-2026(4) | N/A | N/A | 345 | 142,219 | |||||||||||||||||||||
2023-2025(5) | 868 | 357,816 | 1,735 | 715,219 | |||||||||||||||||||||
2022-2024(6) | 1,111 | 457,988 | 2,222 | 915,975 | |||||||||||||||||||||
|
2024-2026(3) | N/A | N/A | 2,304 | 949,778 | ||||||||||||||||||||
2024-2026(4) | N/A | N/A | 384 | 158,296 | |||||||||||||||||||||
2023-2025(5) | 892 | 367,709 | 1,783 | 735,006 | |||||||||||||||||||||
2022-2024(6) | 1,069 | 440,674 | 2,137 | 880,936 |
(1) |
Amounts in this column represent awards granted under the Equity Compensation Plan on |
(2) |
Amounts in this column represent awards granted under the Long Term Incentive Plan for performance periods starting in 2022, 2023 and 2024. |
(3) |
For the performance vesting portion of the 2024-2026 LTIP, we have information on three of the 12 measurement quarters and estimate the performance factor to be approximately 101 percent. We estimate the payout under this portion of the LTIP to be approximately 123 percent of target. Because the expected payout is above target, it is disclosed in the table at maximum. |
(4) |
This represents the time vesting portion of the 2024-2026 LTIP. Awards for this portion were made in phantom stock and will be deemed earned at |
(5) |
For the 2023-2025 LTIP, we have information on seven of the 12 measurement quarters and estimate the performance factor to be approximately 68 percent. Since the performance factor is above 50 percent, we estimate that no awards under the Equity Compensation Plan will vest. Under the LTIP, we estimate payout to be approximately 112 percent of target. Because the expected performance factor is below target, it is disclosed in the table at target. Award payments, if any, for the 2023-2025 performance period will be deemed earned at |
30
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(6) |
For the 2022-2024 performance period under the LTIP, we have information on 11 of the 12 measurement quarters and estimate the performance factor for NEOs to be approximately 34 percent. Since the performance factor is below 50 percent, we estimate that a portion of the awards granted under the Equity Compensation Plan will vest. We estimate the LTIP payout for all participants to be approximately 78 percent of target. Because the expected performance factor is below target, it is disclosed in the table at target. Award payments, if any, for the 2022-2024 performance period are deemed earned at |
All shares in the above table were valued using the closing share price of
Option Exercises and Stock Vested During 2024
The table below shows equity awards that vested during 2024.
Stock Awards |
||||||||||
|
Number of |
Value Realized |
||||||||
|
3,936 |
1,318,245 |
||||||||
|
263 |
88,084 |
||||||||
|
367 |
122,916 |
||||||||
|
804 |
269,276 |
||||||||
|
N/A |
N/A |
The number of shares vested relates to the 2021-2023 LTIP performance period and were paid out under a combination of the LTIP and the Equity Compensation Plan. All shares were valued using a share price of
We do not offer option awards to our executives.
Pension Plan and SERP
The Pension Benefits table below includes the present value of accrued benefits under our defined benefit pension plan and our SERP as of
The present value information presented in the Pension Benefits table utilizes assumptions consistent with those used for fiscal year 2024 disclosure under FASB Accounting Standards Codification 715, "Compensation - Retirement Plans," including a 5.87 percent discount rate as of
2025 Information Statement 31
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Pension Benefits at
|
Plan |
Number |
Present Value of |
Payments During |
||||||||||||||||
|
Pension | 29 | 1,299,692 | 0 | ||||||||||||||||
SERP | 29 | 6,791,744 | 0 | |||||||||||||||||
|
Pension | 27 | 742,686 | 0 | ||||||||||||||||
SERP | 27 | 1,151,643 | 0 | |||||||||||||||||
|
Pension | 25 | 848,490 | 0 | ||||||||||||||||
SERP | 25 | 1,263,778 | 0 | |||||||||||||||||
|
Pension | 26 | 529,766 | 0 | ||||||||||||||||
SERP | 26 | 924,622 | 0 | |||||||||||||||||
|
Pension | 3 | 70,341 | 0 | ||||||||||||||||
SERP | 3 | 133,873 | 0 |
Normal retirement under both our pension plan and SERP is age 65 because that is the earliest time that an executive could retire and commence benefit payments under the plans without any reduction due to age.
Under our pension plan, "final average earnings" are the average of the executive's highest 36 consecutive months of compensation during their final 120 months of employment. Under our SERP, final average earnings are the average of the executive's highest 24 consecutive months of compensation during their final 120 months of employment. For purposes of calculating the amount of pension and SERP benefits, compensation includes base salary and a lump sum paid in lieu of a merit increase but excludes bonuses, deferred compensation plan payments and severance pay. An executive's compensation that exceeds annual limits imposed by the Code is excluded in computing benefits derived under our pension plan but included in computing benefits due under our SERP.
"Credited service" is generally defined as the executive's years of employment with us as a covered employee, up to a maximum of 30 years. For purposes of determining the number of years of credited service that will be used to calculate the amount of the benefit, the executive, as well as all other employees, earns a full year of credited service for a partial year of employment as a covered employee. Supplemental plan service in our SERP means employment with us as both a covered employee and SERP participant.
Our pension plan's benefit formula at normal retirement age is 1.0 percent of the executive's final average earnings up to the social security-covered compensation level (an amount published each year by the
Our SERP's benefit formula at normal retirement age is equal to 60 percent of SERP final average earnings, reduced proportionately for less than 30 years of credited service. This benefit is accrued in the form of a 10-yearcertain and life thereafter annuity. The executive's benefit that is payable under the pension plan is subtracted from their SERP benefit. For purposes of this offset, monthly benefits that are payable in a form other than a 10-yearcertain and life thereafter annuity are converted to a monthly benefit which is the actuarial equivalent of a 10-yearcertain and life thereafter annuity.
SERP benefits earned before 2022 are payable in a lump sum cash payment. SERP benefits earned after 2021 are payable in 10 annual installments.
Each executive may become eligible for a SERP benefit only if:
• |
the executive is vested under our pension plan (100 percent vested after five full years of service); |
• |
the executive is entitled to receive a benefit under our pension plan; and |
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• |
prior to the executive's termination of employment, the executive is vested in our SERP benefit according to the table below. |
Years of Supplemental Plan Service |
Vested Percentage |
||||
Less than 1 |
0% |
||||
1 but less than 2 |
20% |
||||
2 but less than 3 |
40% |
||||
3 but less than 4 |
60% |
||||
4 but less than 5 |
80% |
||||
5 or more |
100% |
Executives in our pension plan and our SERP are eligible for early retirement after reaching age 55 and having completed at least 15 full years of service as a covered employee. The executive's early retirement benefit under these plans is reduced by 0.25 percent for each complete calendar month up to 60 months and 0.375 percent for each complete calendar month in excess of 60 months by which the executive's early retirement benefit commencement date precedes such executive's normal retirement date.
See also Part II, Item 8, "Financial Statements and Supplementary Data - Note 10, Postretirement Benefits, of Notes to Financial Statements" in our annual report on Form 10-Kfiled with the
Non-QualifiedDeferred Compensation
We maintain two deferred compensation plans in which executives are eligible to participate.
Deferred Compensation Plan
Under our Deferred Compensation Plan, executives may elect to defer up to 100 percent of their annual salary and up to 100 percent of any cash award under our AIP. A matching contribution is also credited to a participant's deferred compensation account if their annual base salary exceeds the
Executives identify:
• |
the percentage of annual salary and bonus to be deferred; |
• |
hypothetical investment funds; |
• |
the timing of distribution of amounts credited to the executive's deferred compensation account (annual installments over 5 or 10 years); and |
• |
the beneficiary designated to receive payment of the amounts credited to the deferred compensation account in the event the executive dies before distribution of amounts credited to the deferred compensation account is completed. |
2025 Information Statement 33
Table of Contents
The following table summarizes NEO contributions, our contributions, credited earnings, withdrawals and the aggregate balance of deferred compensation plan accounts as of
Non-QualifiedDeferred Compensation Table for 2024
|
Executive |
Company |
Aggregate |
Aggregate |
Aggregate |
||||||||||||||||||||
|
38,164 |
37,085 |
163,981 |
0 |
1,168,674 |
||||||||||||||||||||
|
0 |
0 |
1,063 |
0 |
10,497 |
||||||||||||||||||||
|
75,029 |
6,208 |
142,080 |
0 |
653,661 |
||||||||||||||||||||
|
5,292 |
7,368 |
391,183 |
0 |
3,082,365 |
||||||||||||||||||||
|
887,014 |
9,431 |
139,890 |
0 |
2,024,015 |
(1) |
Executive contributions consist of deferrals of salary and annual incentive compensation paid in 2024. These amounts are included in the Summary Compensation Table. |
(2) |
Our contributions are the company match on annual salary deferrals. These amounts are included in the Summary Compensation Table. |
(3) |
With the exception of the |
(4) |
For |
Incentive Compensation Deferral Plan
Participants in our AIP and LTIP may elect to defer up to 100 percent of their AIP award and/or up to 100 percent of their LTIP award for each performance period. Deferred awards are credited to a deferred stock account, denominated in shares of our Class A common stock, until retirement or other separation from service. Dividend equivalent credits paid by us are reinvested in each deferred stock account as additional share credits. Participants are 100 percent vested at date of deferral. Vested share credits will be paid to participants upon separation from service in approximately equal annual installments of our Class A common stock over three years.
In 2015, we established a grantor trust, commonly referred to as a "rabbi trust," to hold shares of our Class A common stock. It is expected that the shares of common stock held in the rabbi trust will be used to pay the amounts credited under the Incentive Compensation Deferral Plan. The rabbi trust is classified and accounted for as equity in a manner consisted with the accounting for treasury stock. Dividends received on the shares in the rabbi trust are used to purchase additional shares of our Class A common stock. We account for the purchase of the Class A common stock shares by the rabbi trust and subsequent changes in the fair value of the Class A common stock, which are not recognized, in accordance with FASB Accounting Standards Codification 710-10, "Compensation - General."
The following table summarizes NEO contributions, credited earnings, withdrawals and the aggregate balance of Incentive Compensation Deferral Plan accounts as of
|
Executive |
Company |
Aggregate |
Aggregate |
Aggregate 2024 ($) |
||||||||||||||||||||
|
0 |
0 |
1,027,928 |
0 |
5,189,443 |
||||||||||||||||||||
|
0 |
0 |
143,731 |
0 |
725,618 |
||||||||||||||||||||
|
85,663 |
0 |
192,586 |
0 |
1,058,514 |
||||||||||||||||||||
|
0 |
0 |
0 |
0 |
0 |
||||||||||||||||||||
|
0 |
0 |
42,875 |
0 |
216,450 |
(1) |
Executive contributions include amounts deferred under the 2023 AIP paid out in 2024 and/or the 2021-2023 LTIP paid out in 2024. These amounts are disclosed in the Summary Compensation Table in the "Non-EquityIncentive Plan Compensation" and "Stock Awards" columns, respectively. |
(2) |
The Company does not make contributions to the Incentive Compensation Deferral Plan. |
(3) |
|
34
Table of Contents
Agreements with Executive Officers
Other than the award agreements under the Equity Compensation Plan described herein, we have no employment agreements with any NEOs.
Potential Termination or Change in Control Payments
Potential salary and benefits payments expected under various termination scenarios are disclosed below for the NEOs who were employed as of
Termination and Change in Control Table
|
Involuntary |
Voluntary |
Involuntary |
Voluntary |
Disability ($) |
Death ($) |
||||||||||||||||||||||||
Pension SERP |
45,964
189,324 |
(1)
(3) |
45,964
189,324 |
(1)
(3) |
45,964
189,324 |
(1)
(3) |
45,964
189,324 |
(1)
(3) |
45,964
189,324 |
(1)
(3) |
(90,773)(2)
(378,325)(2) |
|||||||||||||||||||
Pension SERP |
198,616
259,845 |
(1)
(3) |
198,616
259,845 |
(1)
(3) |
198,616
259,845 |
(1)
(3) |
198,616
259,845 |
(1)
(3) |
198,616
259,845 |
(1)
(3) |
(742,686)(2)
(1,151,643)(2) |
|||||||||||||||||||
Pension SERP |
204,449
249,489 |
(1)
(3) |
204,449
249,489 |
(1)
(3) |
204,449
249,489 |
(1)
(3) |
204,449
249,489 |
(1)
(3) |
204,449
249,489 |
(1)
(3) |
(848,490)(2)
(1,263,778)(2) |
|||||||||||||||||||
Pension SERP |
146,169
0 |
(1) | 146,169
0 |
(1) | 146,169
0 |
(1) | 146,169
0 |
(1) | 146,169
0 |
(1) | 167,200(2)
329,078(2) |
|||||||||||||||||||
Pension SERP |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
(70,341)(2)
(133,873)(2) |
(1) |
The early retirement benefit defined in the tax-qualifiedpension plan is a "subsidized" benefit because the early retirement reduction factors are more generous than an actuarially equivalent reduction for the early commencement of benefits. The amount shown is the additional present value attributable to receiving a reduced early retirement benefit from the tax-qualifiedpension plan at age 55, or current age if the NEO is older than age 55, versus an unreduced benefit at age 65. |
(2) |
Upon the death of a NEO, a survivor benefit under the SERP and pension begins immediately. The amount shown is the additional present value attributable to the commencement of the survivor benefit based upon the spouse's age at |
Since the surviving spouse's benefit is either unreduced for early commencement or reduced with a subsidized early retirement factor, the benefit becomes less valuable as the NEO approaches age 65. Negative amounts are shown when the surviving spouse's benefit is less valuable than the NEO's age 65 benefit, which may occur under either scenario. Other factors that influence amounts in this column include the age and gender of the NEO's surviving spouse. |
(3) |
The early retirement benefit defined in the SERP is a "subsidized" benefit because the early retirement reduction factors are more generous than an actuarially equivalent reduction for the early commencement of benefits. The amount shown is the additional present value attributable to receiving a reduced early retirement benefit from the SERP at the NEO's current age versus an unreduced benefit at age 65. |
2025 Information Statement 35
Table of Contents
Compensation Committee Interlocks and Insider Participation
Our compensation committee presently consists of Chair
36
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Equity Compensation Plan Table
The following table summarizes the Company's equity compensation plan information as of
Equity Compensation Plan Table
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
||||||||||||
(a) | (b) | (c) | |||||||||||||
Equity compensation plans approved by shareholders(1) |
N/A | N/A | 1,764,262(2)(3) | ||||||||||||
Equity compensation plans not approved by shareholders |
N/A | N/A | N/A |
(1) |
Includes the LTIP, Equity Compensation Plan, and Deferred Stock Plan for Outside Directors. |
(2) |
The LTIP permits grants of restricted shares and restricted performance shares to be satisfied with shares of our Class A common stock. The LTIP also permits grants of restricted share units, phantom stock, performance units and phantom performance stock to be satisfied in cash. Our compensation committee has determined that the plan awards for the 2022-2024, 2023-2025 and 2024-2026 performance periods will be paid in cash. |
(3) |
We purchase shares of our Class A common stock on the open market to settle stock awards under each plan. We do not issue new shares of common stock to settle stock awards. |
2025 Information Statement 37
Table of Contents
Report of our
The following report of our compensation committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing by us under the Securities Act of 1933, as amended, or the "1933 Act," or the Exchange Act, except to the extent that we specifically incorporate this report of our compensation committee by reference therein.
The members of our compensation committee reviewed and discussed the Compensation Discussion and Analysis and, based on such review and discussions, recommended to our board of directors that the Compensation Discussion and Analysis be included in this information statement for filing with the
38
Table of Contents
CEO Pay Ratio
Pursuant to
Pay elements of the annual total compensation for the median employee and CEO include:
• |
salary received in fiscal year 2024; |
• |
annual Holiday Bonus or other annual incentive plan payment made in fiscal year 2024; |
• |
change in pension plan value during fiscal year 2024; |
• |
company-paid 401(k) plan match made during fiscal year 2024; |
• |
company-paid life insurance premium during fiscal year 2024; and |
• |
other company-paid perquisites and benefits. |
Annual total compensation was calculated using payroll data as of
Summary Compensation Table Methodology
Employee |
Year | Salary ( |
Bonus ( |
Stock Awards ( |
Non-Equity Plan Compensation |
Change in Pension Value and Nonqualified Earnings |
All Other Compensation |
Total ($) |
||||||||||||||||||||||||||||||||
Median Employee |
2024 | 73,614 | 4,488 | 0 | 0 | 1,262 | 4,884 | 84,248 |
(1) |
Salary received during 2024. |
(2) |
Holiday Bonus. |
(3) |
Equity compensation. |
(4) |
Other incentive plan payment. |
(5) |
Aggregate year-over-year increase in actuarial present value of accumulated benefits under the pension plan. |
(6) |
Includes other company-paid perquisites and benefits (e.g., professional membership dues, 401(k) match, personal use of company vehicle, wellness program rewards, recognition program, overtime pay, company-paid life insurance premiums, etc.). |
2024 Total Compensation |
|||||
Median annual total compensation of all employees (excluding President and CEO) |
$ 84,248 | ||||
Annual total compensation of President and CEO ( |
* | ||||
Ratio of the median annual total compensation of all employees to the annual total compensation of |
1:109 |
* See Executive Compensation - Summary Compensation Table.
2025 Information Statement 39
Table of Contents
the following table, along with accompanying footnotes and discussion, provide certain information regarding executive compensation and measures
Value of Initial Fixed
Investment Based On: |
||||||||||||||||||||||||||||||||||||||||
Year
|
Summary
Compensation Table Total for CEO (
|
Compensation
Actually Paid to CEO (
|
Average
Summary Compensation Table Total for Non-CEO
NEOs (
|
Average
Compensation Actually Paid to Non-CEO
NEOs (
|
Total
Shareholder Return ( |
Total Shareholder Return ( |
Net Income
( |
Company
Selected Measure - Direct Written Premium Growth (8)
|
||||||||||||||||||||||||||||||||
2024
|
9,207,093 | 4,785,906 | 1,729,099 | 1,384,433 | 276 | 193 | 600,313,823 | 18.8 | % | |||||||||||||||||||||||||||||||
2023
|
7,824,320 | 7,554,765 | 2,018,188 | 1,461,566 | 221 | 153 | 446,061,322 | 17.0 | % | |||||||||||||||||||||||||||||||
2022
|
4,512,236 | 4,276,021 | 1,328,989 | 1,273,145 | 161 | 139 | 298,569,474 | 9.2 | % | |||||||||||||||||||||||||||||||
2021
|
4,874,521 | 3,282,462 | 1,515,340 | 1,018,693 | 122 | 127 | 297,860,233 | 3.3 | % | |||||||||||||||||||||||||||||||
2020
|
5,263,661 | 6,398,321 | 1,837,951 | 1,999,556 | 152 | 98 | 293,303,865 | 1.8 | % |
(1) |
See "Total" column in the 2024, 2023, 2022, 2021 and 2020 Summary Compensation Tables.
|
(2) |
"Compensation Actually Paid" is based on the total compensation included in the Summary Compensation Table for
non-CEO
NEOs for years 2024, 2023, 2022, 2021 and 2020 with adjustments to the amounts disclosed for equity awards and pension benefits as illustrated below. Compensation Actually Paid is computed in accordance with Item 402(v) of Regulation S-K.
The dollar amounts do not reflect the actual amount of compensation earned or paid to |
Stock Award Adjustments(a)
|
Pension Benefit
Adjustment(b) |
|||||||||||||||||||||||||||||||||||||||
Summary
Compensation Table ("SCT") Total |
Stock Awards
Deducted From SCT ($)
|
Change in
Pension Value Deducted From SCT ($) |
Stock Awards
Added to Compensation Actually Paid ($) |
Stock Awards
Deducted from Compensation Actually Paid ($) |
Stock Award
"True-Up"
Added/ |
Pension
Service Cost Added to Compensation Actually Paid ($) |
Total
Compensation Actually Paid
($) |
|||||||||||||||||||||||||||||||||
A
|
B
|
C
|
D
|
E
|
F
|
G
|
A - (B + C + E)
+ (D + F + G)
|
|||||||||||||||||||||||||||||||||
CEO
|
||||||||||||||||||||||||||||||||||||||||
2024
|
9,207,093 | 4,387,010 | 1,677,833 | 1,459,905 | 0 | (56,127 | ) | 239,878 | 4,785,906 | |||||||||||||||||||||||||||||||
2023
|
7,824,320 | 4,540,445 | 525,707 | 5,085,959 | 0 | (511,981 | ) | 222,618 | 7,554,765 | |||||||||||||||||||||||||||||||
2022
|
4,512,236 | 2,184,136 | 0 | 2,052,999 | 0 | (387,601 | ) | 282,523 | 4,276,021 | |||||||||||||||||||||||||||||||
2021
|
4,874,521 | 1,940,202 | 509,104 | 759,848 | 0 | (205,957 | ) | 303,356 | 3,282,462 | |||||||||||||||||||||||||||||||
2020
|
5,263,661 | 1,900,133 | 1,270,170 | 4,085,511 | 0 | (53,808 | ) | 273,259 | 6,398,321 | |||||||||||||||||||||||||||||||
Average
Non-CEO
NEOs |
||||||||||||||||||||||||||||||||||||||||
2024
|
1,729,099 | 474,187 | 234,710 | 277,675 | 0 | (5,112 | ) | 91,668 | 1,384,433 | |||||||||||||||||||||||||||||||
2023
|
2,018,188 | 827,526 | 347,379 | 692,400 | 64,128 | (68,400 | ) | 58,413 | 1,461,566 | |||||||||||||||||||||||||||||||
2022
|
1,328,989 | 432,460 | 7,145 | 416,370 | 0 | (71,931 | ) | 39,323 | 1,273,145 | |||||||||||||||||||||||||||||||
2021
|
1,515,340 | 448,446 | 148,236 | 122,250 | 44,433 | (61,373 | ) | 83,591 | 1,018,693 | |||||||||||||||||||||||||||||||
2020
|
1,837,951 | 439,373 | 537,564 | 1,057,944 | 0 | (23,229 | ) | 103,827 | 1,999,556 |
(a) |
Stock Award Adjustments:
We deducted the grant date fair value of LTIP and Equity Compensation Plan awards reported in the "Stock Awards" column in the Summary Compensation Table (column B above) and added the aggregate sum of: (i) for LTIP and |
Equity Compensation Plan awards granted in a prior Fiscal Year, or "FY," that are outstanding and unvested at the end of the covered FY, the change in fair value at the end of the covered FY compared to the fair value at the end of the prior FY; (ii) for LTIP and Equity Compensation Plan awards granted in the covered FY that are outstanding and unvested at the end of the covered FY, the fair value of the grant at the end of the covered FY; (iii) for LTIP awards granted in a prior FY that vested during the covered FY, the change in fair value at the vesting date compared to the fair value at the end of the prior FY; and (iv) in the year the award is paid, which is the year after vesting, the actual amount paid compared to the fair value at the vesting date. These values are all represented in columns D, E and F above. Column E represents the average of awards granted in a FY prior to the covered FY that failed to meet the applicable vesting conditions. |
At
|
|||||||||||||||
Award Year
|
2024 | 2023 | 2022 | ||||||||||||
Class A Common Stock ($)
|
412.23 | 412.23 | 412.23 | ||||||||||||
Performance Factor (for LTIP awards)
|
1.0091 | 0.6759 | 0.5000 | ||||||||||||
At
|
|||||||||||||||
Award Year
|
2023 | 2022 | 2021 | ||||||||||||
Class A Common Stock ($)
|
334.92 | 334.92 | 334.92 | ||||||||||||
Performance Factor (for LTIP awards)
|
1.1786 | 0.7970 | .5000 | ||||||||||||
At
|
|||||||||||||||
Award Year
|
2022 | 2021 | 2020 | ||||||||||||
Class A Common Stock ($)
|
248.72 | 248.72 | 248.72 | ||||||||||||
Performance Factor (for LTIP awards)
|
0.7970 | 0.4475 | 0.6614 | ||||||||||||
At
|
|||||||||||||||
Award Year
|
2021 | 2020 | 2019 | ||||||||||||
Class A Common Stock ($)
|
192.66 | 192.66 | 192.66 | ||||||||||||
Performance Factor (for LTIP awards)
|
0.7598 | 0.8701 | 0.7015 | ||||||||||||
At
|
|||||||||||||||
Award Year
|
2020 | 2019 | 2018 | ||||||||||||
Class A Common Stock ($)
|
245.60 | 245.60 | 245.60 | ||||||||||||
Performance Factor (for LTIP awards)
|
0.7422 | 0.6313 | 1.0302 |
NEOs in 2024 does not reflect a deduction of
NEOs in 2022 does not reflect a deduction of
(b) |
Pension Benefits:
We deducted the amount in the "Change in Pension Value and Non-Qualified
Deferred Compensation Earnings" column in the Summary Compensation Table and added the aggregate of: (i) actuarially determined service cost under our pension plan, a tax-qualified
defined benefit plan, and our SERP, a non-qualified
defined benefit arrangement attributable to services rendered by the executive during the covered fiscal year; and (ii) the entire cost of benefits granted in a plan amendment (or initiation) |
during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation, in each case, calculated in accordance with |
(3) |
See 2024 Summary Compensation Table for a listing of 2024 NEOs. The NEOs for 2023 exclude
|
(4) |
"Compensation Actually Paid" is based on the total compensation included in the Summary Compensation Table with adjustments to the amounts disclosed for equity awards and pension benefits as described and quantified in footnote (2). Amounts shown in this column are an average of compensation actually paid for all NEOs for the covered FY, excluding our CEO,
|
(5) |
Cumulative total shareholder return, or "TSR," assuming reinvestment of dividends, for the periods indicated for our Class A common stock.
|
(6) |
TSR for Standard & Poor's Supercomposite Insurance Industry Group Index using a 2019 base year as reported in our annual report on Form
10-K
filed with the |
(7) |
Net income as reported in our annual reports on Form
10-K
filed with the |
(8) |
Annual DWP growth for the
|
for the policyholders at the Exchange. The majority of our revenue is based on the direct premiums written by the
NEOs, and our TSR, decreased from 2020 to 2021. The decrease for this period in the compensation actually paid is the result of the decline of our stock price between
NEOs, and our TSR, increased from 2021 to 2023. The compensation actually paid for
CEO and the average for our
NEOs decreased and our TSR increased from 2023 to 2024.
NEO's compensation actually paid, and (ii) our net income over the five-year period 2020-2024. Net income is not a component of our executive compensation program and, therefore, does not have a direct correlation with actual compensation paid to our CEO and
NEOs. Net income growth of 1.6 percent from 2020 to 2021 was primarily the result of increased revenue from investment operations. Net income growth of 0.2 percent from 2021 to 2022 was primarily the result of increased management fee revenue from strong DWP growth, partially offset by increased commissions and other operating expenses, and a reduction in revenue from investment operations. Net income growth of 49.4 percent from 2022 to 2023 and 34.6 percent from 2023 to 2024 was primarily the result of increased operating income due to increased management fee revenue from strong DWP growth and increased revenue from investment operations.
NEO compensation actually paid and DWP growth over the five-year period 2020-2024.
at 30 percent (35 percent in 2022 and 2021, 50 percent in 2020) of the total company performance measures and 28 percent of the total target AIP award for our NEOs. Each year, the compensation committee established a minimum, or "threshold," a target, and a maximum level of payout for each performance measure. DWP increased 1.8 percent in 2020 compared to 2019. Since the threshold for that metric was set at 2.4 percent, there was no payout for that performance measure for the 2020 plan year. This below-target premium growth was impacted by rate reductions implemented for personal and commercial auto policies
pandemic. Payments for the 2020 AIP plan year are included in the compensation actually paid calculation for 2020. In our LTIP, DWP growth is measured relative to a peer group over a period of three years and is weighted at 40 percent of the total LTIP award. Performance below that of the peer group results in payouts below target; performance equal to that of the peer group results in payouts at target; and performance better than the peer group results in payouts in excess of target. For the three-year performance period that ended
table contains additional measures that link Company performance to the compensation actually paid to our CEO and
NEOs. See Compensation Discussion and Analysis for additional information on these measures including their relationship to the
Other Measures
|
Statutory Combined Ratio of the Property and
Casualty Group
|
Growth in Policies in Force of the Property and
Casualty Group
|
Retuon Invested Assets of the Property and
Casualty Group
|
Our Net Operating Income
|
Table of Contents
Director Compensation
Overview
The goals of our director compensation program are to attract and retain directors of outstanding competence and ability and reward them in a fiscally responsible manner. Director performance is a key influencing factor in organizational performance. Accordingly, our director compensation is reviewed periodically and adjusted, as appropriate, to ensure its competitiveness. Our compensation for directors includes cash retainers, board and committee meeting fees, deferred stock grants and committee chair retainers.
The periodic review of director compensation is a responsibility of our compensation committee and our board of directors. In undertaking this review, the committee engages independent advisors who provide compensation surveys of the financial services industry and supplemental data that is considered when setting director compensation levels. After reviewing the data, the compensation committee formulates a recommendation for review by our board of directors.
2024 Director Compensation
The annual cash retainer in 2024 for our directors for provision of services to us was
A director may elect prior to the end of a calendar year to defer receipt of up to 100 percent of the director's compensation for the following year, including retainers, meeting fees and chairperson fees. A deferred compensation account is maintained for each outside director who elects to defer director compensation. A director who defers compensation may select hypothetical investment options for amounts in the director's deferred compensation account. The hypothetical investments mirror the investment options that are offered to participants in our tax-qualified401(k) plan. As in our 401(k) savings plan, participants in the outside directors' deferred compensation plan may exchange investment funds daily. The retucredited to a participant's deferred compensation plan account is determined by the investment results of the hypothetical investment funds selected by the participant.
We also maintain a deferred stock account in a stock plan for each outside director. The purpose of this plan is to further align the interests of outside directors with those of our shareholders by providing for payment of a portion of annual compensation for directors' services in annual share credits, the value of which are determined by reference to the value of shares of our Class A common stock. The account is updated annually with additional share credits. The number of additional annual share credits is determined by dividing
In 2015, the deferred compensation plan was divided into its two principal components: a voluntary deferred compensation plan and a separate deferred stock plan. At the same time, a grantor trust, commonly referred to as a "rabbi trust," was established to hold shares of our Class A common stock. It is expected that the shares of common stock held in the rabbi trust will be used to pay the amounts credited under the deferred stock plan. The
2025 Information Statement 45
Table of Contents
rabbi trust is classified and accounted for as equity in a manner consistent with the accounting for treasury stock. Dividends received on the shares in the rabbi trust are used to purchase additional shares of our Class A common stock. We account for the purchase of the Class A common stock shares by the rabbi trust and subsequent changes in the fair value of the Class A common stock, which are not recognized, in accordance with FASB Accounting Standards Codification 710-10,"Compensation - General."
Number of committee meetings held or attended, added responsibilities or additional duties, such as committee chairperson or chairman of the board, may cause variations in each director's total compensation earned. The following table sets forth the compensation earned by our directors for services rendered in that capacity during 2024.
Director Compensation Table for 2024
|
Fees |
Stock |
All Other |
Total |
||||||||||||||||
|
111,500 | 65,000 | 0 | 176,500 | ||||||||||||||||
|
123,500 | 65,000 | 0 | 188,500 | ||||||||||||||||
|
132,500 | 65,000 | 0 | 197,500 | ||||||||||||||||
|
96,500 | 65,000 | 0 | 161,500 | ||||||||||||||||
|
132,500 | 65,000 | 0 | 197,500 | ||||||||||||||||
|
187,000 | 65,000 | 66,812 | 318,812 | ||||||||||||||||
|
95,000 | 65,000 | 0 | 160,000 | ||||||||||||||||
|
146,000 | 65,000 | 0 | 211,000 | ||||||||||||||||
|
102,500 | 65,000 | 0 | 167,500 | ||||||||||||||||
|
139,500 | 65,000 | 0 | 204,500 | ||||||||||||||||
|
119,000 | 65,000 | 0 | 184,000 |
(1) |
For additional information on directors' compensation, see 2024 Director Compensation above. |
(2) |
Amounts reported in this column represent the 2024 annual share credits to the directors' deferred stock accounts under the outside directors deferred stock plan. One grant was made on |
(3) |
Amounts shown in the "All Other Compensation" column for Mr. |
Director Stock Ownership Guidelines
Each of our directors is required to maintain ownership of a minimum of
Our minimum stock ownership requirements do not apply to a director who is an owner, partner, director, trustee, officer or employee of, or advisor to, any person holding, of record or beneficially, directly or indirectly, more than five percent of the Company's Class A or Class B common stock, or the sole or shared power to vote or direct the voting of such shares.
Director Education Program
We offer an education program to assist the members of our board with enhancing their knowledge and skills as directors of a public company. We pay for the cost of each director's membership in the
46
Table of Contents
Matching Gifts Program
Through our matching gifts program, we will match contributions made by employees or directors to eligible charitable organizations and educational institutions up to a maximum of
2025 Information Statement 47
Table of Contents
Related Person Transactions
Recognizing that related person transactions present a heightened risk of conflicts of interest, or create the appearance of conflicts of interest, our board of directors adopted a policy regarding transactions involving us and a related person. This policy requires that all related person transactions from the prior fiscal year be reviewed by our nominating committee and either be approved or disapproved for the current fiscal year. The policy also requires that any other proposed related person transaction, or any change to a previously approved related person transaction, be presented to our nominating committee for approval or disapproval. A copy of the policy as adopted by our board of directors may be viewed on our website at: http://www.erieinsurance.com.
As part of the redevelopment and revitalization of
None of our directors or director nominees is a party to any agreement or arrangement relating to compensation provided by a third party in connection with their candidacy or board service as required to be disclosed pursuant to Nasdaq Rule 5250(b)(3).
48
Table of Contents
Independent Registered Public Accountants
Pursuant to our bylaws, our audit committee has sole authority to engage our independent registered public accountants. Our audit committee annually considers the selection of our independent registered public accountants. Our audit committee selected
Representatives from
2025 Information Statement 49
Table of Contents
Report of our Audit Committee
The following report of our audit committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing by us under the 1933 Act or the Exchange Act, except to the extent we specifically incorporate this report of our audit committee by reference therein.
The audit committee of our board of directors oversees the quality and integrity of our accounting, auditing and financial reporting practices. Our audit committee has adopted a written charter, a copy of which may be viewed on our website at: http://www.erieinsurance.com. Each member of our audit committee is an independent director as defined in the Nasdaq and
Our audit committee, which met five times during 2024, has the responsibility, consistent with the requirements of Section 1405(c)(4) of the Holding Companies Act and our bylaws, for the selection and compensation of our independent registered public accountants and for reviewing our financial condition, the scope and results of the independent audit and the adequacy of our accounting, financial, internal and operating controls.
Our audit committee oversees our internal audit department and, accordingly, reviews and approves its audit plans, reviews its audit reports and evaluates its performance.
Our audit committee reviews our financial reporting process on behalf of our board of directors. In fulfilling its responsibilities, our audit committee reviewed and discussed our audited financial statements for the year ended
Throughout 2024, management continued its documentation, testing and evaluation of our system of internal control over financial reporting as required by Section 404 of Sarbanes-Oxley and related regulations. Our audit committee was kept apprised of the progress of the evaluation through periodic updates from management and
Our audit committee discussed with
Our audit committee reviews its charter annually. Our audit committee has also established a procedure whereby persons with complaints or concerns about accounting, internal control or auditing matters may contact our audit committee anonymously.
50
Table of Contents
Based upon the discussions and reviews referred to above, our audit committee recommended to our board of directors that (1) our audited financial statements be included in our annual report on Form 10-Kfor the year ended December 31, 2024 to be filed with the
Erie Indemnity Company Audit Committee:
February 19, 2025
2025 Information Statement 51
Table of Contents
Audit Fees
Our audit committee approves the fees and other significant compensation to be paid to our independent registered public accountants for the purpose of preparing or issuing an audit report or related work. We provide appropriate funding, as determined by our audit committee, for payment of fees and other significant compensation to our independent registered public accountants. Our audit committee also preapproves all auditing services and permitted non-auditservices (including the fees and terms thereof) to be performed for us by our independent registered public accountants. Our audit committee delegated to our audit committee chair preapproval authority for additional audit and non-auditservices subject to subsequent approval by the full audit committee at its next scheduled meeting.
Our audit committee reviewed and discussed with
2024(1) |
|||||||||||||||
Description of Fees |
|
|
Total |
||||||||||||
Audit Fees(3) |
$1,590,943 |
$982,621 |
$2,573,564 |
||||||||||||
Audit-related Fees |
- |
- |
- |
||||||||||||
Tax Fees |
- |
- |
- |
||||||||||||
All Other Fees(4) |
9,752 |
18,242 |
27,994 |
||||||||||||
Total Fees |
$1,600,695 |
$1,000,863 |
$2,601,558 |
2023(2) |
|||||||||||||||
Description of Fees |
|
|
Total |
||||||||||||
Audit Fees(3) |
$1,512,348 |
$972,157 |
$2,484,505 |
||||||||||||
Audit-related Fees |
- |
- |
- |
||||||||||||
Tax Fees |
- |
- |
- |
||||||||||||
All Other Fees(4) |
- |
26,643 |
26,643 |
||||||||||||
Total Fees |
$1,512,348 |
$998,800 |
$2,511,148 |
(1) |
Fees shown for 2024 represent amounts billed as of March 15, 2025 and additional amounts expected to be billed relative to the audit of financial statements and internal controls over financial reporting and the related out of pocket expenses. |
(2) |
Fees shown for 2023 are final amounts. |
(3) |
"Audit Fees" includes fees associated with the annual audit, including the report on adequacy of our internal control over financial reporting, reviews of our quarterly reports on Form 10-Qand statutory audits. |
(4) |
"All Other Fees" for 2024 and 2023 includes $9,752 paid each year for an annual online accounting and auditing information subscription and $18,242 and $16,891, respectively, for certain agreed upon procedures performed in connection with our derivative investment program. |
52
Table of Contents
Annual Report
A copy of our annual report for 2024 is being mailed to all holders of Class A common stock and Class B common stock together with this information statement.
Other Matters
Our board of directors does not know of any matter to be presented for consideration at our annual meeting other than the matters described in the notice of annual meeting.
By order of our board of directors,
Executive Vice President,
General Counsel and Corporate Secretary
March 21, 2025
2025 Information Statement 53
Table of Contents
CLASS B COMMON STOCK
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 22, 2025
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints
ITEM 1. ELECTION OF DIRECTORS.
☐ FOR All candidates listed below (except as marked to the contrary) |
☐ WITHHOLD AUTHORITY to vote for all the candidates listed below |
INSTRUCTION: To withhold authority to vote for any individual candidate, strike a line through the candidate's name in the list below.
|
|
|
In their discretion, the proxies, at the direction of our Board of Directors, are authorized to vote with respect to matters incident to the conduct of our Annual Meeting and any adjournment, postponement or continuation thereof, and on such other business as may properly come before our Annual Meeting.
This proxy will be voted as specified. If a choice is not specified, the proxy will be voted FORthe election of the candidates for Director named above.
This proxy should be dated, signed by the shareholder(s) and returned promptly to us in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate.
Date: , 2025 | ||||
(Signature) | ||||
(Signature) |
Attachments
Disclaimer
Proxy Statement (Form DEF 14A)
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