Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant ☒ |
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Filed by a party other than the Registrant ☐ |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
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To Our Stockholders: |
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I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders of
Included with this letter are the Notice of Annual Meeting of Stockholders, a proxy statement detailing the business to be conducted at the Annual Meeting and a proxy card.
If you plan to attend the meeting, please bring a form of personal identification with you and, if you are acting as proxy for another shareholder, please bring written confirmation from the shareholder for whom you are acting as proxy.
Please be advised that stockholders will not be deemed to be "present" and will not be able to vote their shares, or revoke or change a previously submitted vote, at the Annual Meeting by participating in the live audio presentation of the Annual Meeting. As a result, to ensure that your vote is counted at the Annual Meeting, the Company strongly urges shareholders to submit their proxies or votes in advance of the Annual Meeting using one of the available methods described in the Proxy Statement and proxy card.
Whether or not you expect to attend the meeting, please sign and retuthe enclosed proxy card in the envelope provided. Your cooperation will assure that your shares are voted and will also greatly assist our officers in preparing for the meeting. If you attend the meeting, you may withdraw any proxy previously given and vote your shares in person if you so desire.
The matters to be voted on at the 2025 Annual Meeting are:
(i) the election of two directors;
(ii) the ratification, on an advisory (non-binding) basis, of the appointment of
(iii) the approval, on an advisory (non-binding) basis, of our named executive officer compensation.
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Sincerely, |
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President and Chief Executive Officer, |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
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To Our Stockholders: |
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The 2025 Annual Meeting of Stockholders of
1. | a proposal to elect two of the Company's directors to Class II with a term ending 2028; |
These items of business are more fully described in the proxy statement accompanying this Notice.
Our Board has fixed the close of business on
OUR BOARD UNANIMOUSLY RECOMMENDS VOTING "FOR" THE ELECTION OF OUR BOARD'S NOMINEES UNDER PROPOSAL 1, and "FOR" PROPOSALS 2 and 3, USING THE ENCLOSED PROXY CARD.
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By Order of the Board of Directors, |
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Vice President, Chief Financial Officer and Secretary |
Important Notice Regarding the Availability of Proxy Materials for
Our 2025 Annual Meeting of Stockholders to Be Held on
The accompanying Proxy Statement and our 2024 Annual Report to Our Stockholders are available for viewing, printing and downloading atwww.proxyvote.comandhttp://materials.proxyvote.com/78648T.
Table of Contents
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PROPOSAL 2: |
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Compensation Policies and Practices as They Relate to the Company's Risk Management |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS ANDMANAGEMENT |
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PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
GENERAL INFORMATION
This Proxy Statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the "Board") of
The record date for determining stockholders entitled to vote at the 2025 Annual Meeting has been fixed at the close of business on
If you timely retua validly executed proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted in accordance with the Board's recommendation as follows:
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Board |
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Description |
Recommendation |
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Election of two Class II directors |
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FOR the Board's Nominees |
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Ratification of Appointment of |
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FOR |
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Advisory Vote on Executive Compensation |
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FOR |
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With respect to Proposal 1, Election of the Company's Directors, the shares of Common Stock represented by the enclosed Proxy will be voted as directed by the shareholder. Abstentions are not counted as a vote cast either "for" or "against" the nominee's election. The Board adopted Amended and Restated Bylaws of the Company effective as of
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treated as present at the 2025 Annual Meeting for the purpose of determining a quorum but will not be counted as votes cast.
With respect to Proposal 2, Ratification of Appointment of Independent Registered Public Accounting Firm, an affirmative vote of a majority of the shares present or represented and entitled to vote on such proposal is required for approval. Abstentions are included in the number of shares present or represented and entitled to vote on the proposal and therefore have the practical effect of a vote against the proposal.
With respect to Proposal 3, Advisory Vote on Executive Compensation, an affirmative vote of a majority of the shares present or represented and entitled to vote on such proposal is required for approval (on a non-binding, advisory basis). Abstentions are included in the number of shares present or represented and entitled to vote on the proposal and therefore have the practical effect of a vote against the proposal. Your vote is advisory and will not be binding upon the Company, the Board of Directors, or the Compensation Committee. However, the Board of Directors and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
Any stockholder giving a Proxy may revoke it at any time before it is exercised by delivering written notice thereof to the Secretary. Any stockholder attending the 2025 Annual Meeting may vote in person whether or not the stockholder has previously filed a Proxy. Presence at the 2025 Annual Meeting by a stockholder who has signed a Proxy, however, does not in itself revoke the Proxy. The enclosed Proxy is being solicited by the Board.
The Company's Annual Report to Stockholders for the fiscal year ended
The voting results of the 2025 Annual Meeting will be published no later than four business days after the Annual Meeting on a Form 8-K filed with the
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PROPOSAL 1
ELECTION OF THE COMPANY'S DIRECTORS
The Board consists of seven members and three classes. Each class serves three years, with terms of office of the respective classes expiring in successive years.
Two Directors, whose terms expire at this year's 2025 Annual Meeting,
THE BOARD RECOMMENDS VOTING FOR PROPOSAL 1 WHICH CALLS FOR THE ELECTION OF THE 2025 NOMINEES.
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Age ** |
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Director Since |
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Class II - Term ending in 2028* |
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61 |
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2022 |
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58 |
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2016 |
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Class III - Term ending in 2026 |
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61 |
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2022 |
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2017 |
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Class I - Term ending in 2027 |
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Charles J. Brophy III (4) |
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2023 |
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2023 |
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69 |
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2020 |
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Nominated at the 2025 Annual Meeting to a term ending in 2028. |
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As of |
(1) | Member of the Audit Committee. |
(2) | Member of the Compensation Committee. |
(3) | Member of the |
(4) | Member of the Investment Committee. |
(C) |
Chairperson of the Committee referenced. |
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Each of our directors brings to our board extensive management and leadership experience gained through their service as executives and, in several cases, chief executive officers of diverse businesses. In these executive roles, they have taken hands-on, day-to-day responsibility for strategy and operations, including management of capital, risk and business cycles. The nominating committee's process to recommend qualified director candidates is described underNominating and Governance Committee Policies.
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Brophy |
Farina |
Gray |
Langwell |
Meehan |
Moran |
Murphy |
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Business Management |
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Diversity |
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X |
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Financial Statement / Audit |
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Independence |
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Insurance Industry |
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Investment |
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Legal or Regulatory |
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Public Company Experience |
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Risk Management / ESG |
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Technology and Information Security |
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The following information with respect to the principal occupation, business experience, recent business activities involving the Company and other affiliations of the nominees and directors has been furnished to the Company by the nominees and directors.
Nominees for Director
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Counsel to several companies. She is also currently the Vice President and General Counsel of The Achievement Network (since 2014), a private, non-profit national education and technology organization where she leads all day-to-day legal, data privacy and security, and compliance initiatives. Prior to this role,
Directors Continuing in Office
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tax matters.
After retiring from PwC in 2021,
We believe that
Charles J. Brophy IIIwas appointed Director of the Company on
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business, including the independent agency channel, provide him with the necessary qualifications we believe make him well-suited to serve on our Board.
Certain Information Regarding the Board of Directors
Board Diversity and Inclusion
The Company is committed to creating and fostering an environment of diversity and inclusion, and that commitment extends to our Board of Directors. In considering our director nominees, the
We believe that our Board, as currently comprised, consists of a highly qualified and diverse group of leaders in their respective fields, bringing together a fresh mix of perspectives and deep institutional knowledge of the Company and its business.
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Meetings of the Board of Directors
During 2024, the following meetings of the Board were held: five meetings of the Board, four meetings of the Audit Committee, four meetings of the Compensation Committee, four meetings of the
Board Leadership Structure
The positions of Chairman of the Board and Chief Executive Officer are held by Mr.
● | presiding at all meetings of the Board at which the chair is not present, including executive sessions of the independent directors; |
● | serving as liaison between the chair and the independent directors; |
● | approving information sent to the Board; |
● | approving meeting agendas for the Board; |
● | approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; |
● | having the authority to call meetings of the independent directors; and |
● | if requested by major stockholders, being available for consultation and direct communication. |
We believe this leadership structure is appropriate for the Company, in that the Chairman of the Board / Chief Executive Officer, and Lead Independent Director provide strong leadership and direction for management to execute the Company's strategy and business plan while contributing to a more efficient and effective Board.
Risk Oversight
The Board has an active role, as a whole and also at the committee level, in overseeing management of the Company's risks. The Board regularly reviews information regarding the Company's strategic, financial and operational risks. The Company's Compensation Committee oversees the management of risks relating to the Company's compensation policies and practices. The Audit Committee oversees the management of risks associated with accounting, auditing, cybersecurity, financial reporting and internal controls over financial reporting. The Audit Committee is responsible for reviewing and discussing the guidelines and policies governing the process by which senior management and the internal auditing department assess and manage the Company's exposure to risk, as well as the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.
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for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.
Independent Directors
The Board has determined that Charles J. Brophy III,
Board Committees
The Audit Committee is comprised of
The Compensation Committee is comprised of
The Investment Committee is comprised of
All committee chairperson roles are subject to a three-year term limit, and the Lead Independent Director role is subject to a five-year term limit.
Board Evaluations
The Board annually conducts a formal self-evaluation. Led by the
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Nominating and Governance Committee Policies
Our
Pursuant to the Charter of the
Stockholder Recommendations for Director-Nominees
Director-Nominee Evaluation Process
Stockholders may communicate directly with any member of the Board or the entire Board by sending correspondence to the Office of Investor Relations,
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Director Attendance at Annual Meetings
Although our Board has not adopted a formal policy regarding directors' attendance at the Company's annual meeting of stockholders, attendance is normally encouraged. In 2024, three of our directors attended the annual meeting.
Minimum Qualifications for Directors
In addition to the preceding policies and procedures adopted by the
Board Retirement
The Board has a policy whereas no Director can be nominated to the Board, or to an additional term, after they tu75 years of age.
Environmental, Social and Governance Matters
We believe that Safety has a responsibility to the communities and the environment in which it operates and that the effective management of ESG issues will help drive the continued success of the business. To that end, Safety is committed to developing environmentally and socially conscious solutions for employees, communities, customers and investors. ESG is incorporated into our formal risk mitigation process. Our senior leadership team, who is responsible for evolving our ESG strategy and monitoring our ESG initiatives with Board oversight.
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Corporate Governance Highlights
As noted above and throughout this Proxy Statement, we are committed to fostering a sound corporate governance structure that protects and promotes the long-term interests of our stockholders and enhances management accountability. Our corporate governance framework includes the following highlights:
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Independence and Thoughtful Refreshment |
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All members of our Board, other than our CEO, are independent |
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Average director tenure of 3.3 years |
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The Audit, Compensation and Nominating and Governance Committees are comprised entirely of independent directors |
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Three of our seven directors are women |
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Empowered Lead Independent Director role with clearly articulated responsibilities |
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Executive sessions at every Board meeting without management present |
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Mandatory retirement policy where no Director can be nominated after 75 |
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Accountability to Stockholders |
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Majority vote standard for director nominees in uncontested elections |
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Stockholder ability to call special meetings |
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Stockholder ability to take action by written consent |
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No supermajority provisions in the Certificate |
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Robust stock ownership guidelines for our executives and directors |
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No stockholder rights plan ("poison pill") |
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PROPOSAL 2
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023
The Audit Committee of the Board selected
Deloitte is the Company's independent registered public accounting firm for the most recently completed fiscal year ended
Ratification of Deloitte as our independent registered public accounting firm for the fiscal year ending
THE BOARD RECOMMENDS VOTING FOR PROPOSAL 2 WHICH CALLS FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE.
If our stockholders do not ratify the selection of Deloitte, the appointment of the independent registered public accounting firm will be reconsidered by our Audit Committee. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders.
Audit Fees for Services Performed Related to 2024 and 2023 Services
Audit Fees
Aggregate fees were
Audit-Related Fees
Aggregate fees were
Tax Fees
Aggregate fees were
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All Other Fees
There were no other fees incurred in 2024 or 2023.
The Audit Committee has considered and determined that the provision of non-audit services provided in 2024 and 2023 are compatible with maintaining Deloitte's independence.
Audit Committee's Pre-Approval Policies and Procedures
Our Audit Committee has established a policy that all audit and permissible non-audit services provided by the independent auditors will be pre-approved by the Audit Committee. These services may include audit services, audit-related services, tax services and other services. The Audit Committee considers whether the provision of each non-audit service is compatible with maintaining the independence of the Company's auditors. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. During fiscal years 2024 and 2023, all audit services and all non-audit services provided to the Company were pre-approved in accordance with the Audit Committee's pre-approval policies and procedures described above.
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PROPOSAL 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Board adopted the stockholders' recommendation at the 2017 Annual Meeting and elected to hold a stockholder vote on "say-on-pay" annually. Accordingly, in this Proposal 3, the Company again this year seeks your vote on the following advisory resolution:
"RESOLVED, that the stockholders of the Company approve, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers listed in the 2024 Summary Compensation Table included in the Proxy Statement for the 2025 Annual Meeting, as such compensation is disclosed pursuant to the disclosure rules of the
Our goal for the Company's executive compensation program is to attract, motivate and retain a talented, dedicated and knowledgeable team of executives who will provide leadership for the Company's success in competitive markets. We seek to accomplish this goal in a way that rewards performance and is strongly aligned with our stockholders' long-term interests.
The Company, the Board of Directors, and the Compensation Committee remain committed to the compensation philosophy, policies and objectives outlined under the heading Compensation Discussion and Analysis in the Proxy Statement. We are committed to paying for performance and making sure our decisions align with the long-term interests of Safety and its stockholders. Since our
Stockholders are encouraged to carefully review the Compensation Discussion and Analysis section, the compensation tables and other narrative discussion in the Proxy Statement which discuss in detail our compensation policies and procedures and our compensation philosophy.
Because your vote is advisory, it will not be binding upon the Company, the Board of Directors, or the Compensation Committee. However, the Board of Directors and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
THE BOARD RECOMMENDS VOTING FOR THE ADOPTION OF THE RESOLUTION ABOVE APPROVING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
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EXECUTIVE OFFICERS
Occupations of Executive Officers
The table below sets forth certain information concerning our executive officers as of the date of this Proxy Statement.
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Employed |
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by Safety |
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President, Chief Executive Officer |
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36 |
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42 |
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Vice President, Chief Financial Officer and Secretary |
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41 |
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Vice President - Underwriting |
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58 |
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Vice President - Marketing |
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30 |
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54 |
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Vice President - Actuarial Services |
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45 |
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Vice President - Insurance Operations |
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61 |
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Vice President - Claims |
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57 |
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Vice President - Management Information Services |
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32 |
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Steering Committee, and Market Review Committee. She has also served as a member of the
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Introduction
Our compensation program objectives are to attract and retain individuals key to our future success, to motivate and reward employees in achieving our business goals and to align the long-term interests of employees with those of our stockholders. We are committed to paying for performance and making sure our decisions align with long-term interests of Safety and its stockholders.
In this section, we discuss and analyze our compensation practices with respect to Messrs. Murphy, Whitford, Narciso, Varga and Drago, who are respectively, our Chief Executive Officer, Chief Financial Officer, and three other highest paid executives (collectively, our "Named Executive Officers") in 2024.
Business Overview
In addition to the Insurance Subsidiaries,
Executive Summary
The purpose of this summary is to help our investors understand Safety's approach to executive compensation, specifically understanding what we pay our executives, how we pay them, and why. We are committed to paying for performance and making sure our decisions align with long-term interests of Safety and its stockholders.
The Compensation Committee (the "Committee") is responsible for executive compensation at Safety. The Committee is comprised entirely of independent directors. The Committee engages Pay Governance, a leading independent executive compensation consulting firm, to help guide them in implementing best pay practices and help ensure strong pay and performance alignment. Highlights and features of our stockholder-friendly pay practices include:
● | A performance-based share program, which measures our performance over a three-year period and is specifically tied to total stockholder retu("TSR") and combined ratio, which is a standard insurance industry profitability metric. In 2024, performance awards represented 55% of total long-term incentive shares awarded. We believe that maintaining a long-term performance-based share program in |
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combination with our existing performance-based annual cash bonus will help ensure strong pay and performance alignment. |
● | A "double trigger" rather than "single trigger" vesting acceleration in a potential change of control. For the vesting of shares to accelerate, the executive would need to be terminated and a change of control would have to occur. |
● | No tax gross-ups for potential excise tax that might be incurred if a change of control were to occur. |
● | Our equity plan prohibits share recycling and repricing of stock options without advance approval of stockholders. |
● | Robust stock ownership guidelines for our executives and Directors. |
● | A recoupment or "clawback" policy for incentive compensation awarded to executives in the event of an accounting restatement during a three-year period. |
● | An insider trading policy that prohibits the hedging or pledging of the Company's equity securities and mandates sales by insiders (including our executives and Directors) through pre-approved plans. |
● | Limited perquisites to our executives. |
Long-term Performance
We have had strong absolute and relative TSR over the 1-, 3-, and 5-year periods. Our TSR is 1,428% from our
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Returns Through |
TSR |
1 year ( |
13% |
3 years ( |
11% |
5 years ( |
11% |
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2024 Results and Impact on Actual Pay
In 2024,
While Safety achieved positive trends in all major revenue streams, ongoing inflationary impacts, in addition to increased policy counts, contributed to an elevated loss ratio specific to our Private Passenger Automobile book of business. For the year ended
The long-term commitment to strong underwriting results and enhanced investment returns, remains unchanged. As always, we focus on pricing our products appropriately for the risks we are insuring while generating the capital to grow our business. We continue to work with our agency partners toward our goal of
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maintaining underwriting discipline, while leveraging investments in our pricing and risk management areas to ensure rate adequacy.
Historically our combined ratio compares favorably to the average of our
In 2024, earnings before income taxes was
The Company complies with the
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Financial Statement Line Item |
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2023 |
Income before income taxes |
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Interest expense |
509 |
818 |
Change in net unrealized gains on equity investments |
(3,951) |
(7,502) |
Credit loss expense |
(9) |
530 |
Earnings before interest, taxes, changes in unrealized gains on equity securities and credit loss expense |
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Due to the above accomplishments and other strong financial performance, we funded performance-based variable pay as follows:
● | The 2024 annual incentive bonus was funded above target, representing 139% of the target payout. |
● | The 2022-2024 performance awards granted on |
The Committee is confident that the 2024 annual incentive bonus payouts and the 2022-2024 performance share payouts are a fair reflection of Safety's results during the relevant time periods.
Say on Pay Results
Safety's Board of Directors takes its duty to the Company and its stockholders seriously. We strive to follow good process, apply our best judgment, and make the best decisions we can to make Safety an even stronger and more valuable company. Our ability to perform that role is greatly enhanced when we receive thoughtful and constructive feedback from our stockholders. Our stockholders responded very favorably to our executive compensation program with 97.7% voting in support of our 2024 Say on Pay vote. We continue to welcome your input and feedback on our approach to executive compensation and these disclosure materials. We look forward to receiving your continued support on our upcoming say-on-pay vote.
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Objectives of the Company's Compensation Program
The Committee is responsible for recommending to the Board compensation for the CEO and for determining the compensation of each Named Executive Officer ("NEO"). The Committee acts pursuant to a charter that has been approved by the Board. The Committee bases its compensation policies and decisions on the following principles.
● | Compensation should be structured to allow us to motivate, retain and attract executive talent. |
● | Compensation should be directly linked to the Company's and individual's performance as well as the individual's level of responsibility. |
● | Compensation should be driven by our long-term financial performance and in doing so work to align the interests of management and stockholders. |
● | Compensation should reflect the value of each officer's position in the marketplace and within the Company. |
The Committee annually reviews executive performance and compensation of each NEO, including base pay, annual cash incentives, and equity awards for our executives. The Committee considers specific recommendations regarding compensation for other executives from the CEO and reviews the CEO's annual assessment of other executives' performance. Our Committee makes a final determination of compensation amounts for our CEO and all executives with respect to each of the elements of the executive compensation program for actual compensation based on performance in the preceding year and target compensation for the current year.
Policies and Practices Related to the Company's Compensation Program
We strive to create an overall compensation package for each NEO that satisfies these objectives, recognizing that certain elements of compensation are better suited to reflect different compensation objectives. Our primary goal is to provide strong performance-based total compensation plans that enable us to provide highly competitive compensation when our performance leads the peer group and industry.
Compensation Consultant and Compensation Study
The Committee selected and directly engaged Pay Governance as its compensation consultant. Pay Governance receives compensation only for services related to executive compensation issues, and neither it nor any affiliate company provides any other services to the Company. Pay Governance reports directly to the Committee and is responsible for reviewing Committee materials, attending Committee meetings, assisting the Committee with program design and generally providing advice and counsel to the Committee as compensation issues arise. Based on the consideration of the various factors as set forth in the rules of the
As part of its review of the compensation of the NEOs at the Company, Pay Governance recommended, and the Committee approved the following fifteen companies which comprise the Company's compensation peer group for 2024. Companies are selected based on industry, size appropriate for both assets, revenue, and market capitalization and business operations as follows:
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Additionally, removed from the prior year compensation peer group were
Elements of Executive Compensation
The Committee, after reviewing information provided by Pay Governance, determines what it believes to be the appropriate level for cash and non-cash compensation components for each NEO. After receiving the results of the Pay Governance study and considering our compensation philosophy and the actual practices of the selected compensation peer group, the Committee determined that the elements of targeted overall compensation for all NEOs should include the following:
Pay at Risk
A significant percentage of each NEO's target total direct compensation is "pay at risk" through long-term equity awards and annual incentive awards that are linked to actual performance. The Committee believes that the executive pay at Safety should contain a high percentage of pay at risk consistent with our pay for performance philosophy. For example, in 2024, Safety's CEO had 72% of his target pay (target annual incentive and long-term incentives) at risk, which was above that of peer CEOs according to the Pay Governance executive benchmarking report. The mix of target compensation (base salary, actual annual incentive and long-term incentives) for 2024 for our CEO is shown in the chart below.
Base Salaries
Base salaries are generally targeted at the median (50th percentile) of compensation peer group companies and reflect the roles, responsibilities and individual performance of the executives. In 2024, in accordance with the executive officers' employment contracts, salary increases were based on the change in cost of living for the
23
This resulted in an increase of 3.75% to each NEO, except
Annual Cash Incentives
The purpose of the Annual Performance Incentive Plan is to provide designated key executive employees with meaningful financial rewards for the accomplishment of our annual financial and strategic objectives. This annual cash incentive compensation award directly reflects the actual performance of the Company. This direct reflection
Under the Annual Performance Incentive Plan, once the threshold performance level (as defined by the Committee annually) has been achieved, the payouts may range from 50% to 150% of the target payout.
On
The 2024 payout opportunity for our executive officers ranged as follows:
|
|
|
|
|
|
|
|
|
% of Salary Payable |
||||
Position |
|
Threshold |
|
Target |
|
Maximum |
Chief Executive Officer |
|
62.5% |
|
125.0% |
|
187.5% |
Other Executive Officers |
|
30% |
|
60% |
|
90% |
On or before the end of the first 90 days of each fiscal year, the Committee selects the participants to whom incentive awards are granted, establishes the target incentive awards, and establishes the performance objective or objectives that will determine the dollar amount available for these incentive awards. Performance objectives are based upon the relative or comparative achievement of one or more of the following criteria, as determined by the Committee: net income, earnings before interest, taxes, changes in unrealized gains on equity securities and credit loss expense, earnings before interest and taxes ("EBIT"), EPS, retuon stockholders' equity, expense management, profitability of an identifiable business unit or product, ratio of claims to revenues, revenue growth, earnings growth, total stockholder return, cash flow, retuon assets, operating income, net economic profit (operating earnings minus a charge for capital), customer satisfaction, agency satisfaction, employee satisfaction, quality of services, strategic innovation, or any combination of the foregoing.
As in prior years, for 2024, the financial measure established by the Committee was earnings before interest, taxes, changes in unrealized gains on equity securities and credit loss expense. The Compensation Committee believes this is an effective measure for assessing annual profitability and company performance.
The target goal for 2024 was
24
This establishes a consistent methodology tied to the operating results of the Company as explained on page 21. This means that if the actual achievement was above 150% of that year's target, the goal setting calculation uses the 150% achievement for determining the two-year average. This practice avoids penalizing the executives for over achievement and creating unachievable performance goals. The two-year average also enables us to set targets that provide for a reasonable time to adjust to factors that are out of the Company's control, such as changes in regulatory requirements or unusual weather occurrences. Once the target goal is set, the range of performance is 50% (threshold) to 150% (exceptional) of this target, and the payouts are based on achievement relative to the goal. The Committee interpolates the payouts within this range to correspond to the actual performance.
For 2024, our actual EBIT of
|
|
|
|
|
Metric |
2024 Target |
2024 Actual |
||
Earnings before interest, taxes, changes in unrealized gains on equity securities and credit loss expense |
|
|
|
|
This resulted in a 139% target payout for 2024. Actual annual cash incentive payouts for 2024 and 2023 are as follows:
|
|
|
|
|
|
|
2024 Non-Equity Incentive Plan Compensation |
|
2023 Non-Equity Incentive Plan Compensation |
|
|
1,390,000 |
|
- |
|
|
375,300 |
|
- |
|
|
276,220 |
|
- |
|
|
288,650 |
|
- |
|
|
234,600 |
|
- |
Long-Term Incentives ("LTI")
On
We use our incentive plans to grant long-term equity-based incentive awards. A description of the Amended and Restated 2018 Plan can be found in the narrative following the Grants of Plan-Based Awards table. Long-term incentive compensation is intended to reinforce the long-term growth in stockholder value of the Company by linking pay to the value of our shares. The amounts awarded annually are based on the performance of the Company. The actual amount awarded and accumulated reflects our historical performance.
On
25
of their overall LTI mix in the form of performance-based restricted shares, while the remaining 45% were in the form of time-based restricted shares. Shares will not be earned or vested until performance criteria and / or time-based service requirements are met. Of the total dollar amount granted to the executive team during 2024, the following grants were made in 2024 to the NEOs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 Time-Based Stock Award Shares |
|
2024 Performance-Based Stock Award Shares |
|
2024 Total Stock Award Shares |
|
2024 Total Stock Award Value |
|
5,782 |
|
6,715 |
|
12,497 |
|
|
|
2,103 |
|
2,442 |
|
4,545 |
|
|
|
2,103 |
|
2,442 |
|
4,545 |
|
|
|
1,971 |
|
2,290 |
|
4,261 |
|
|
|
2,234 |
|
2,594 |
|
4,828 |
|
|
The performance share design has the following features: three-year performance measurement period tied to the Company's relative TSR versus its property-casualty insurance company performance peers (weighting of 40%) and Safety's three-year average combined ratio (weighting of 60%), which is a standard insurance industry profitability metric. The Committee believes that a three-year average combined ratio is a strong long-term proxy for performance, and when used with relative TSR will ensure both strong pay and performance alignment with shareholders and sufficient line of sight for executives. Actual payouts can range from 0% to 200%, depending on actual performance. The TSR portion of the performance share design employs a stockholder friendly feature that caps payout to 100% of target if absolute TSR is negative (even though the Company might have exceeded target in the relative TSR metric). The earned performance shares will cliff vest after the three-year performance period based on the performance measures attained.
Both time vested awards and performance awards granted include a retirement provision. For time vested awards, if termination of service occurs on or after the first anniversary of the date of grant and because of retirement after attaining age 62 with at least 10 years of service with the Company, the periods of restriction shall expire on the date of termination of service with respect to 100% of the shares subject to remaining periods of restriction.
For performance vested awards, if during the performance period, the grantee's termination of service occurs because of the grantee's retirement after attaining age 62 with at least 10 years of service with the Company, the award shall not be forfeited on the retirement date, but the number of shares earned shall be prorated and equal to the number of shares earned determined based on actual attainment of the performance measures as of the end of the performance period multiplied by a fraction, the numerator of which is the number of months (rounded up to the next integer) from the beginning of the performance period until the date of termination of service, and the denominator of which is 36.
The 2022 - 2024 performance awards granted on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance |
|
|
Performance |
|
|
|
|
|
|
|
|
Based |
|
|
Based |
|
Actual |
|
Forfeited |
|
|
Year |
|
Granted Value |
|
|
Number of Shares |
|
Number of Shares |
|
Number of Shares |
|
|
2022 |
|
495,000 |
|
|
5,456 |
|
2,027 |
|
(3,429) |
|
|
2022 |
|
220,000 |
|
|
2,424 |
|
901 |
|
(1,523) |
|
|
2022 |
|
206,250 |
|
|
2,273 |
|
844 |
|
(1,429) |
|
|
2022 |
|
206,250 |
|
|
2,273 |
|
844 |
|
(1,429) |
|
|
2022 |
|
178,750 |
|
|
1,970 |
|
732 |
|
(1,238) |
The 2022-2024 SAFT Average Combined Ratio target was set at the beginning of the period and was based off a formulaic calculation: the median of a four-year historical performance peer combined ratio performance. For relative TSR, we are ranked compared to the same
|
|
|
|
|
|
|
|
|
|
|
|
Performance Level |
2022 - 2024 SAFT |
Payout as |
|
|
|
Relative 2022 - |
Payout |
|
|
|
|
Below Threshold |
>103.0% |
0% |
|
|
|
> 90th Percentile |
200% |
|
|
|
|
Threshold |
103.0% |
50% |
x |
60% |
|
90th Percentile |
200% |
x |
40% |
= |
Ultimate |
Intermediate <>Target |
99.9% |
75% |
|
Weighting |
|
70th Percentile |
150% |
|
Weighting |
|
Payout |
Target |
96.7% |
100% |
|
|
|
50th Percentile |
100% |
|
|
|
|
Intermediate > Target |
95.7% |
150% |
|
|
|
40th Percentile |
75% |
|
|
|
|
Maximum |
94.6% |
200% |
|
|
|
30th Percentile |
50% |
|
|
|
|
Above Maximum |
<94.6% |
200% |
|
|
|
<>30th Percentile |
0% |
|
|
|
|
The twenty-three competitors used in the establishment of these goals for the 2022 performance shares were
At
Equity Grant Practices
The grant date of our equity awards is scheduled in advance and is based on the timing of the completion of our annual performance and compensation review process.We have not granted stock options to our Named Executive Officers since 2003 and none of our Named Executive Officers hold any Company stock options.
26
Clawback Policy
In
Stock Ownership Guidelines and Hedging / Pledging Policy
We have stock ownership guidelines for our Named Executive Officers to help ensure alignment of our Named Executive Officers' interests with those of our stockholders. Stock ownership guidelines are set as a multiple of annual base salary divided by the current share price on the date of the annual evaluation. The multiple of annual base salary for the CEO is set at five, and for the remaining executive officers is set at three. Ownership guidelines take into account vested shares and unvested time shares. All of our Named Executive Officers currently meet these guidelines.
Our Directors are also subject to stock ownership guidelines, which require them to have a value four times their annual cash retainer. A director must meet this requirement within five years of becoming a director. All Directors, outside of the recently appointed
As part of our insider trading policy, our executives and Directors are already subject to an anti-hedging policy that prohibits them from purchasing financial instruments that are designed to hedge or offset any fluctuations in the market value of the Company's equity securities they hold. The insider trading policy also prohibits the pledging of the Company's equity securities.
Performance-Based Nonqualified Deferred Compensation
We maintain a nonqualified deferred compensation plan, the Executive Incentive Compensation Plan (the "EICP") to further our objective of providing our executive officers with compensation that is competitive with that provided by comparable companies. The EICP is a performance-based program that allocates 1.75% of our insurance subsidiaries annual consolidated statutory net income to a pool that is then distributed as deferred compensation to the eligible executives. The amount allocated is based on the total annual cash compensation (salary plus annual incentive received, or deferred, in the year) of the eligible executives. Our insurance subsidiaries experienced combined, pre-tax net income of
The EICP also provides a deferred compensation benefit with a supplemental matching provision similar to our 401(k) plan. Our intention is to provide additional retirement benefits to eligible executives in the
28
absence of a traditional defined benefit pension arrangement. The provision enables the executive officer to elect to defer amounts from current compensation above the federally limited amount that can be deferred under our tax-qualified 401(k) plan and receive an employer matching contribution on such supplemental deferrals. In accordance with the EICP, we make a matching contribution annually at the close of each plan year in an amount equal to 75% of the participant's elective deferrals under the plan up to a maximum amount of 8% of the participant's compensation. The participant's compensation for this purpose means the participant's base salary and annual incentive received (or deferred) in the plan year. Amounts deferred under the EICP do not include amounts deferred under the 401(k) plan, thus our matching contributions under the EICP do not include amounts we have matched under the 401(k) plan. We made the following employer matching contributions for 2024 to the EICP on behalf of the Named Executive Officers:
A description of our Named Executive Officers' benefits under the EICP and other material terms of the EICP can be found in the narrative following the Nonqualified Deferred Compensation Plan table.
Other Employee Benefits
In addition to the main elements of compensation previously discussed in this section, our Named Executive Officers are eligible for the same welfare and other benefits as are available to all of our employees. These benefits include medical and dental insurance, short-term and long-term disability insurance, life and accidental death insurance, and a 401(k) plan. The 401(k) plan allows employees to contribute on a pre-tax basis up to the maximum allowed under federal law. At the close of each plan year, the Company makes a matching contribution equal to 100% of the amount each participant contributed during the plan year from their total pay, up to a maximum amount of 8% of the participant's base salary, provided the participant is employed on the last day of the plan year. We have no defined benefit pension plan for employees at this time.
We provide our Named Executive Officers with limited perquisites that the Committee believes are reasonable and competitive. In 2024 these perquisites included use of an automobile parking space at the Company.
Tax and Accounting Considerations
Section 409A of the Code
Section 409A of the Code requires that "nonqualified deferred compensation" be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Code.
29
Section 280G of the Code
Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment.
Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans, including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive's prior compensation. In approving the compensation arrangements for our Named Executive Officers in the future, the Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent.
Section 162(m) of the Code
Section 162(m) of the Internal Revenue Code generally sets a limit of
While the Compensation Committee may consider the deductibility of compensation as a factor in determining executive compensation, the Compensation Committee retains the discretion to award and pay compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives, without regard to the deductibility of compensation under it.
Accounting Standards
ASC Topic 718 requires us to calculate the grant date "fair value" of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of restricted stock under our equity incentive award plans will be accounted for under ASC Topic 718. The Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our overall executive compensation philosophy and objectives.
30
Compensation Committee Report
The above report of the Compensation Committee of the Board of Directors does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this report by reference therein.
31
Compensation Policies and Practices as They Relate to the Company's Risk Management
The Compensation Committee considers, among other things, in establishing and reviewing our executive compensation program, whether the program pays the executives for performance and whether the program encourages unnecessary or excessive risk taking. The Compensation Committee reviews annually the principal components of executive compensation and believes that our allocation of compensation among base salary and annual and long-term incentives encourages our executives to deliver strong results for our stockholders without taking excessive risk.
We set base salaries at levels that provide our executives with assured cash compensation that, when combined with annual and long-term incentive awards, motivates them to perform at a high level without encouraging inappropriate risk taking to achieve a reasonable level of compensation. With respect to incentive opportunities under our annual incentive plan, we believe that our use of measurable corporate financial performance goals and multiple performance levels associated with minimum, target and maximum achievable payouts, together with the Compensation Committee's discretion to reduce awards, serve to mitigate against excessive risk-taking. We also believe that our strategic balancing of annual incentives and long-term incentives in the form of restricted stock and performance shares, with multi-year vesting schedules, encourages our executives to deliver incremental value to our stockholders while discouraging short-term risk taking that could negatively affect the value of their long-term awards. The Company's robust stock ownership guidelines combined with high level executive stock ownership additionally help mitigate short-term risk-taking.
The Compensation Committee believes that these incentive plans appropriately balance risk, payment for performance and the desire to focus executives on specific financial and leadership measures and that they do not encourage unnecessary or excessive risk taking. We believe that the Company's compensation policies and practices for all employees, including non-executive officers, are reasonable and do not create any material risk or adverse effect on the Company.
32
Summary Compensation Table
The following table shows the cash and non-cash compensation for the 2024, 2023 and 2022 fiscal years awarded to or earned by the five individuals who served as our CEO, CFO, and the three other most highly compensated executive officers (the "Named Executive Officers" or "NEOs"). In accordance with the rules promulgated by the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance |
|
|
Non-Equity |
|
|
|
|
|
|
|
|
|
|
Time Vested |
|
|
Based |
|
|
Incentive Plan |
|
All Other |
|
|
|
|
|
|
|
|
Stock Awards |
|
|
Stock Awards |
|
|
Compensation |
|
Compensation |
|
|
|
|
Year |
|
Salary |
|
(1) |
|
|
(2) |
|
|
(3) |
|
(4) |
|
Total |
|
|
2024 |
|
800,000 |
|
495,000 |
|
|
605,000 |
|
|
1,390,000 |
|
389,625 |
|
3,679,625 |
|
|
2023 |
|
800,000 |
|
450,000 |
|
|
550,000 |
|
|
- |
|
162,783 |
|
1,962,783 |
|
|
2022 |
|
800,000 |
|
405,000 |
|
|
495,000 |
|
|
473,600 |
|
579,590 |
|
2,753,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
450,000 |
|
180,000 |
|
|
220,000 |
|
|
375,300 |
|
213,045 |
|
1,438,345 |
|
|
2023 |
|
400,000 |
|
168,750 |
|
|
206,250 |
|
|
- |
|
72,991 |
|
847,991 |
|
|
2022 |
|
345,000 |
|
180,000 |
|
|
220,000 |
|
|
153,180 |
|
201,574 |
|
1,099,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
331,200 |
|
168,750 |
|
|
206,250 |
|
|
276,220 |
|
176,910 |
|
1,159,329 |
|
|
2023 |
|
319,200 |
|
180,000 |
|
|
220,000 |
|
|
- |
|
81,981 |
|
801,181 |
|
|
2022 |
|
306,200 |
|
168,750 |
|
|
206,250 |
|
|
135,950 |
|
228,864 |
|
1,046,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
346,100 |
|
191,250 |
|
|
233,750 |
|
|
288,650 |
|
179,613 |
|
1,239,363 |
|
|
2023 |
|
333,600 |
|
180,000 |
|
|
220,000 |
|
|
- |
|
89,480 |
|
823,080 |
|
|
2022 |
|
320,000 |
|
168,750 |
|
|
206,250 |
|
|
142,080 |
|
228,538 |
|
1,065,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
281,300 |
|
180,000 |
|
|
220,000 |
|
|
234,600 |
|
139,822 |
|
1,055,722 |
|
|
2023 |
|
271,100 |
|
146,250 |
|
|
178,750 |
|
|
- |
|
62,293 |
|
658,393 |
|
|
2022 |
|
260,000 |
|
146,250 |
|
|
178,750 |
|
|
115,440 |
|
186,064 |
|
886,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | This column shows the grant date fair value of stock awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). The fair value per share of the stock awards is equal to the closing price of the Company's common stock on the grant date. Information concerning the stock awards is shown in the table below. |
|
|
Grant Date |
|
|
|
|
|
|
|
(2) | This column shows the grant date fair value of stock awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). The fair value per share of the stock awards under the combined ratio performance award calculation is equal to the closing price of the Company's common stock on the grant date referenced in footnote (1). The fair value per share of the stock awards under the TSR performance award calculation is equal to a fair value determined using a |
(3) | The amounts under this column consist of annual cash incentive awards earned in 2024, 2023 and 2022 under the Annual Performance Incentive Plan. |
33
(4) | The amounts under this column include the following items for 2024: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EICP |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred |
|
EICP |
|
401(k) Plan |
|
Dividends on |
|
Other |
|
|
|
|
Compensation |
|
Company |
|
Company |
|
Restricted |
|
Compensation |
|
|
|
|
Bonus |
|
Match |
|
Match |
|
Shares |
|
(A) |
|
Total |
|
|
261,610 |
|
24,124 |
|
27,600 |
|
65,700 |
|
10,591 |
|
389,625 |
|
|
147,259 |
|
9,755 |
|
23,000 |
|
30,031 |
|
3,000 |
|
213,045 |
|
|
108,370 |
|
- |
|
26,496 |
|
31,439 |
|
10,605 |
|
176,910 |
|
|
113,195 |
|
617 |
|
27,600 |
|
31,439 |
|
6,762 |
|
179,613 |
|
|
92,061 |
|
- |
|
14,065 |
|
25,776 |
|
7,920 |
|
139,822 |
(A) | Other Compensation includes Company paid term life insurance premium for coverage exceeding |
Grants of Plan-Based Awards
The following table summarizes the 2024 grants of non-equity and equity plan-based awards to the NEOs. The non-equity plan-based awards were granted under the Annual Performance Incentive Plan and the equity plan-based awards were granted under the Amended and Restated 2018 Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
Grant Date |
|
|
|
|
Estimated Future Payouts |
|
Stock Awards |
|
Fair Value |
||||
|
|
|
|
Under Non-Equity Incentive |
|
- Number of |
|
of Stock |
||||
|
|
|
|
Plan Awards (1) |
|
Shares of |
|
and Option |
||||
|
|
|
|
Threshold |
|
Target |
|
Maximum |
|
Stock or Units |
|
Awards |
|
|
Grant Date |
|
($) |
|
($) |
|
($) |
|
(#) (2) |
|
($) (3) |
|
|
|
|
- |
|
- |
|
- |
|
12,497 |
|
1,100,000 |
|
|
- |
|
500,000 |
|
1,000,000 |
|
1,500,000 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
- |
|
4,207 |
|
400,000 |
|
|
- |
|
135,000 |
|
270,000 |
|
405,000 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
- |
|
4,488 |
|
375,000 |
|
|
- |
|
99,360 |
|
198,720 |
|
298,080 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
- |
|
4,488 |
|
425,000 |
|
|
- |
|
103,830 |
|
207,660 |
|
311,490 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
- |
|
817 |
|
400,000 |
|
|
- |
|
84,390 |
|
168,780 |
|
253,170 |
|
- |
|
- |
(1) | These columns represent the range of cash bonus incentive payouts that were targeted for fiscal 2024 performance under the Annual Performance Incentive Plan as described above in Compensation Discussion and Analysis. Although the table refers to these payouts in future terms, they have already been earned and paid to the NEOs. The actual cash bonus incentive amounts paid are reported in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. |
(2) | This column represents restricted stock awarded in fiscal 2024 under the Amended 2018 Plan. The stock awarded is a combination of performance-based restricted shares representing 55% of the total and time-based restricted shares, representing 45% of the total. The awards were both granted |
34
(3) | This column shows the grant date fair value of stock awards computed in accordance with stock-based compensation accounting rules(FASB ASC Topic 718). The fair value per share of the time-based stock awards is equal to the closing price of the Company's common stock on the grant date. The fair value per share of the stock awards under the combined ratio performance award calculation is equal to the closing price of the Company's common stock on the grant date. The fair value per share of the stock awards under the TSR performance award calculation is equal to a fair value determined using a |
Restricted Stock Awards
In
In addition to time-based awards, the Committee approved performance-based restricted stock awards for our Named Executive Officers. These performance shares will cliff vest after a three-year performance period provided certain performance measures are attained. A portion of these awards, which contain a market condition, vest according to the level of total stockholder retuachieved by the Company compared to its property-casualty insurance peers over a three-year period. The remainder, which contain a performance condition, vest according to the level
Actual payouts can range from 0% to 200% of target shares awarded depending upon the level of achievement of the respective market and performance conditions during a three fiscal-year performance period ending at the end of 2027. Compensation expense for performance-based share awards is based on the probable number of awards expected to vest using the performance level most likely to be achieved at the end of the performance period. Performance-based awards with market conditions are accounted for and measured differently from an award that has a performance or service condition. The effect of a market condition is reflected in the award's fair value on the grant date. That fair value is recognized as compensation cost over the requisite service period regardless of whether the market-based performance objective has been satisfied.
35
Equity Compensation Plan Information
The following table sets forth information regarding all of our equity compensation plans as of
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
Number of securities |
|
|
securities to be |
|
|
|
|
remaining available |
|
|
issued upon |
|
|
Weighted-average |
|
for future issuance |
|
|
exercise of |
|
|
exercise price of |
|
under equity |
|
|
outstanding |
|
|
outstanding |
|
compensation plans |
|
|
options, warrants |
|
|
options, warrants |
|
(excluding securities |
|
|
and rights |
|
|
and rights |
|
reflected in column (a)) |
Plan Category |
|
(a) |
|
|
(b) |
|
(c) |
Equity compensation plans |
|
|
|
|
|
|
|
approved by stockholders (1) |
|
- |
|
$ |
- |
|
306,609 |
Equity compensation plans |
|
|
|
|
|
|
|
not approved by stockholders |
|
- |
|
|
- |
|
- |
Total |
|
- |
|
$ |
- |
|
306,609 |
|
|
|
|
|
|
|
|
(1) | The equity compensation plan approved by stockholders is the Amended and Restated 2018 Long-Term Incentive Plan, which we refer to in this Proxy Statement as the Amended and Restated 2018 Plan. |
36
Outstanding Equity Awards at Fiscal Year-End
The following table shows the unvested restricted stock held at fiscal year-end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
|
|
Number of |
|
Value of |
|
|
|
Shares or |
|
Shares or |
|
|
|
Units of |
|
Units of |
|
|
|
Stock That |
|
Stock That |
|
|
|
Have Not |
|
Have Not |
|
|
|
Vested (#) |
|
Vested (7) |
|
|
|
|
|
|
|
Restricted Stock (1) |
|
1,906 |
|
157,087 |
|
Restricted Stock (2) |
|
5,456 |
|
449,574 |
|
Restricted Stock (3) |
|
3,618 |
|
298,148 |
|
Restricted Stock (4) |
|
6,051 |
|
498,602 |
|
Restricted Stock (5) |
|
5,782 |
|
476,437 |
|
Restricted Stock (6) |
|
6,715 |
|
553,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock (1) |
|
847 |
|
69,809 |
|
Restricted Stock (2) |
|
2,424 |
|
199,738 |
|
Restricted Stock (3) |
|
1,357 |
|
111,784 |
|
Restricted Stock (4) |
|
2,269 |
|
186,966 |
|
Restricted Stock (5) |
|
2,103 |
|
173,287 |
|
Restricted Stock (6) |
|
2,442 |
|
201,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock (1) |
|
794 |
|
65,459 |
|
Restricted Stock (2) |
|
2,273 |
|
187,295 |
|
Restricted Stock (3) |
|
1,448 |
|
119,282 |
|
Restricted Stock (4) |
|
2,420 |
|
199,408 |
|
Restricted Stock (5) |
|
1,977 |
|
162,905 |
|
Restricted Stock (6) |
|
2,318 |
|
191,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock (1) |
|
794 |
|
65,459 |
|
Restricted Stock (2) |
|
2,273 |
|
187,295 |
|
Restricted Stock (3) |
|
1,448 |
|
119,282 |
|
Restricted Stock (4) |
|
2,420 |
|
199,408 |
|
Restricted Stock (5) |
|
2,234 |
|
184,082 |
|
Restricted Stock (6) |
|
2,594 |
|
213,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock (1) |
|
688 |
|
56,724 |
|
Restricted Stock (2) |
|
1,970 |
|
162,328 |
|
Restricted Stock (3) |
|
1,176 |
|
96,902 |
|
Restricted Stock (4) |
|
1,967 |
|
162,081 |
|
Restricted Stock (5) |
|
2,103 |
|
173,287 |
|
Restricted Stock (6) |
|
2,442 |
|
201,221 |
|
37
(1) | Represents time-based restricted stock awards effective |
(2) | Represents performance-based restricted stock awards effective |
(3) | Represents time-based restricted stock awards effective |
(4) | Represents performance-based restricted stock awards effective |
(5) | Represents time-based restricted stock awards effective |
(6) | Represents performance-based restricted stock awards effective |
(7) | The amounts in this column were calculated using a per share value of |
There were no unexercised stock options or other equity incentive plan awards held at
Restricted Stock Vested
The following table summarizes information with respect to restricted stock awards vested during the fiscal year ended
|
|
|
|
|
|
|
|
|
Stock Awards |
||
|
|
|
Number of |
|
|
|
|
|
Shares Acquired |
|
Value Realized |
|
|
|
on Vesting (#) |
|
on Vesting (1) |
|
|
|
7,594 |
|
650,123 |
|
|
|
3,380 |
|
289,188 |
|
|
|
3,523 |
|
301,472 |
|
|
|
3,523 |
|
301,472 |
|
|
|
2,896 |
|
247,799 |
|
|
|
|
|
|
(2) | Value determined by multiplying the number of vested shares by the closing market price of a share of our common stock on the vesting date or on the previous business day in the event the vesting date is not a business day. |
There were no stock option awards held or exercised by the NEO's during the year ended
Pension Benefits Table
The table disclosing pension benefits is omitted because we do not have any such pension benefit plans.
38
Nonqualified Deferred Compensation
The following table summarizes information with respect to the participation of each of the NEOs in the EICP, a non-qualified deferred compensation plan, as of
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive |
|
Registrant |
|
Aggregate |
|
|
|
Aggregate |
|
|
Contributions |
|
Contributions |
|
Earnings |
|
Aggregate |
|
Balance at |
|
|
in Last |
|
in Last |
|
in Last |
|
Withdrawals/ |
|
Last Fiscal |
|
|
Fiscal Year |
|
Fiscal Year (1) |
|
Fiscal Year |
|
Distributions |
|
Year End |
|
|
|
|
|
|
|
|
- |
|
|
|
|
13,007 |
|
10,560 |
|
72,030 |
|
- |
|
699,088 |
|
|
- |
|
10,196 |
|
139,774 |
|
- |
|
1,908,205 |
|
|
822 |
|
9,281 |
|
162,664 |
|
- |
|
1,745,621 |
|
|
- |
|
4,329 |
|
131,271 |
|
- |
|
1,366,780 |
(1) | Represents employer matching contributions credited to the NEOs' EICP accounts in |
The EICP is a non-qualified deferred compensation plan designed to provide a means for retirement savings. With proper notice and approval by the Company, eligible employees may make elective deferral contributions of up to 75% of salary and 100% of annual cash incentives. We make a matching contribution annually in the amount of 75% of the participant's elective deferral up to a maximum amount of 8% of the participant's base salary plus annual cash incentive received during the plan year. We also make a fixed contribution annually in the amount of 1.75% of the combined statutory net income of our insurance subsidiaries. Elective deferrals, Company matching contributions, and the portion of the Company fixed contribution allocated to an eligible individual are credited to an account established for the individual. To measure gains and losses, the accounts are treated as though invested in mutual funds selected by the participants. Participants may change the mutual funds in which their accounts are notionally invested on a daily basis. The balance of an individual's account is distributed in a lump sum upon an employee's termination of employment, or six months thereafter if required to comply with applicable tax law, or upon change in control.
Under the EICP, change in control is defined to mean a change in control event, as that term is used in Section 409A of the Internal Revenue Code. Section 409A defines a change in control event to include a change in ownership, a change in effective control, or a change in the ownership of a substantial portion of assets. A change in ownership of the corporation occurs when one person or a group acquires stock that combined with stock previously owned, controls more than 50% of the value or voting power of the stock of the corporation. A change in effective control occurs on the date that, during any 12-month period, either (i) any person or group acquires stock possessing 30% of the voting power of the corporation, or (ii) the majority of the board is replaced by persons whose appointment or election is not endorsed by a majority of the board. A change in ownership of a substantial portion of assets occurs on the date that a person or a group acquires, during any 12-month period, assets of the corporation having a total gross fair market value equal to 40% or more of the total gross fair market value of all of the corporation's assets. The definition also contains exceptions that may cause a transaction or event meeting one of the foregoing definitions not to constitute a change in control event if the acquired or selling entity, or its stockholders, retains, directly or indirectly, a sufficient interest in the surviving or acquiring entity.
39
Potential Payments Upon Termination or Change in Control
As previously discussed, we have entered into employment agreements with each of the Named Executive Officers. Certain provisions relating to termination of employment and change in control are common to each of the employment agreements. These common provisions include, among other things, the following:
● | if the executive's employment is terminated by us for a reason other than Cause, Material Breach, death, disability or continuous poor performance, or is terminated by the executive for Good Reason or as a result of our willful and material violation of the executive's employment agreement or certain other agreements between the executive and us, then we must provide (i) any earned but unpaid base salary and bonus, (ii) a lump sum payment equal to the annual salary he would have received during the remaining term of his employment agreement; and (iii) life and health insurance benefits (but not disability insurance benefits) substantially similar to those the executive and any covered dependents were receiving immediately prior to the date of termination through the remaining portion of the term of his employment agreement (collectively, the "Severance Payment"); |
● | if the executive's employment is terminated by us for a reason other than Cause, Material Breach, death, disability or continuous poor performance, or is terminated by the executive for Good Reason or as a result of our willful and material violation of the executive's employment agreement or certain other agreements between the executive and us, in each case, within three years after a change in control, then we must provide the greater of the Severance Payment or the following: (i) any earned but unpaid base salary and bonus, (ii) a lump sum payment equal to, for the CEO and CFO, three times, and for the remaining Named Executive Officers, two times, the sum of (1) the executive's base salary in effect immediately prior to the date of termination and (2) the most recent annual bonus paid to the executive, and (iii) life and health insurance benefits for a three-year period after the date of termination (for the CEO and CFO) and for the two-year period after the date of termination (for the remaining Named Executive Officers); |
● | The agreements contain non-competition and non-solicitation provisions; and |
● | Each executive has agreed not to disclose confidential information. |
For purposes of these employment agreements,
● | Change in control is defined, in general terms, to mean the closing of (i)a merger, combination, consolidation or similar business transaction involving the Company after which our stockholders cease to own a majority of the surviving entity, directly or indirectly, (ii)a sale or transfer of all or substantially all of our assets, other than to an entity the majority of which is owned by our stockholders or (iii) a sale of a majority of the Company's common shares, other than to an entity the majority of which is owned by our stockholders; |
● | Cause means the executive's (i) commission or conviction of any crime or criminal offense involving monies or other property or any felony; (ii) commission or conviction of fraud or embezzlement; (iii) uncured material and knowing violation of any obligations imposed upon him personally; or (iv) egregious misconduct involving serious moral turpitude; |
● | Good Reason means (i) a material reduction in the executive's authority, perquisites, position, or responsibilities; (ii) relocation of our primary place of business or the executive to another office more |
40
than 75 miles from |
● | Material Breach means the executive's uncured (i) breach of any of his fiduciary duties to us or our stockholders or making of a willful misrepresentation or omission, in each case which would reasonably be expected to materially adversely affect our business, properties, assets, condition (financial or other) or prospects; (ii) willful, continual and material neglect or failure to discharge his duties, responsibilities or obligations; (iii) habitual drunkenness or substance abuse which materially interferes with the executive's ability to discharge his duties, responsibilities or obligations; or (iv) willful and material violation of any non-competition, non-disparagement, or confidentiality agreement. |
Employment Agreements
The Compensation Committee approved the renewal of
Other Named Executive Officers. We renew our employment agreements with our other Named Executive Officers on an annual basis effective
The Compensation Committee approved the renewal of these contracts for an additional one-year term ending
2018 Amended and Restated Long-Term Incentive Plan (the "Amended and Restated 2018 Plan")
Under the Amended and Restated 2018 Plan, upon a termination by the Company for a reason other than for Cause or disability, all unvested shares of restricted stock which were not granted during the year of termination will vest. Under the Amended and Restated 2018 Plan, "Cause" means (i) the participant's plea of
41
guilty or nolo contendere to, or conviction of, a felony (or its equivalent in a non-
The following table sets forth the estimated incremental payments and benefits, beyond existing compensation and benefit entitlements described in this Proxy Statement that are not contingent upon a termination or change in control, payable to each NEO upon termination of his employment or a change in control of the Company, assuming that the triggering event occurred on December 31, 2024. We have not included amounts that would be provided upon a termination of employment under contracts, agreements, plans or arrangements, such as our 401(k) plan or our vacation policy, to the extent they are available generally to all of our salaried employees and do not discriminate in scope, terms, or operation in favor of our executive officers. Amounts shown below do not include amounts in the NEOs' EICP deferred compensation accounts as of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Control |
|
Involuntary Termination |
|
|
|
|
||||
|
|
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
|
|
Without Cause |
|
|
|
|
|
Resignation |
|
|
|
|
Without |
|
or For Good |
|
With |
|
Without |
|
For Good |
|
Death or |
|
|
Termination (1) |
|
Reason (2) |
|
Cause (3) |
|
Cause (4) |
|
Reason (5) |
|
Disability (6) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
2,666,989 |
|
121,182 |
|
1,053,025 |
|
484,728 |
|
1,427,533 |
|
|
- |
|
1,855,071 |
|
91,375 |
|
936,944 |
|
365,500 |
|
1,290,852 |
|
|
- |
|
1,937,840 |
|
95,114 |
|
951,898 |
|
380,454 |
|
1,349,726 |
|
|
- |
|
1,652,165 |
|
78,855 |
|
793,456 |
|
315,421 |
|
1,167,964 |
(1) | If there is a change in control but there is no termination of employment, the NEO would not be entitled to receive any incremental benefit under his respective employment agreement with the Company. |
(2) | If there is a change in control followed by termination by the Company for a reason other than Cause, Material Breach, poor performance, death or disability or by the executive for Good Reason, the NEO would be entitled to incremental payments and benefits under his respective employment agreement with the Company. Amounts in the "Termination Without Cause or For Good Reason" column include the following: |
Equity Awards. Under the Amended and Restated 2018 Plan, upon a change in control and subsequent termination, any restrictions imposed upon restricted stock awards will lapse. The estimated value as of
Annual Incentive. Under the Annual Performance Incentive Plan, upon a change in control and subsequent termination, all performance objectives for the current Performance Period would be deemed to have been achieved at target levels of performance. The amount payable to each NEO based upon such assumed performance as of
42
Lump Sum Payments. The amount payable at three times annual base plus bonus for
Life and Health Insurance Benefits. The NEOs are entitled to Company provided life and health benefits for three years after the termination date for
(3) | Amounts in this column reflect incremental amounts payable upon a termination of the NEO's employment by the Company for Cause or due to the NEO's poor performance or Material Breach. The estimated incremental payments shown in this column include three months of base salary and life and health benefits. The three months' of base salary and life and health benefits would be payable upon the Company's termination of the NEO's employment due to the NEO's poor performance, but would not be payable upon the Company's termination of the NEO's employment with Cause or due to his Material Breach. |
(4) | The estimated incremental payments shown in this column include the following incremental payments and benefits: |
Lump Sum Payments. The amount payable equal to the annual base salary which would have been due under the remaining term of the NEOs employment contracts are as follows:
Equity Awards. Under the Amended and Restated 2018 Plan, if the termination by the Company is for a reason other than cause, all unvested shares of restricted stock which were not granted during the year in which the termination occurs will vest. The estimated value as of
Life and Health Insurance Benefits. The NEOs are entitled to Company provided life and health benefits equal to the benefits which would have been provided under the remaining term of their respective employment contracts. The amounts are estimated as of
(5) | The estimated payments shown in this column include the lump sum payments and life and health insurance benefits as shown in note (4). Under the Amended and Restated 2018 Plan, if the termination by the NEO is for Good Reason, all unvested shares of restricted stock will be forfeited. Hence, the amounts shown in this column do not include an incremental benefit related to equity awards. |
(6) | The estimated incremental payments shown in this column include a lump sum payment equal to 100% of the NEO's base salary, Company provided life and health insurance benefits for one year (in the case of disability), and the estimated value of all unvested restricted stock awards as of |
43
DIRECTOR COMPENSATION
Our bylaws provide that at the discretion of the Board, the directors may be paid their expenses, if any, at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as a director. Since we completed our initial public offering of common stock on November 27, 2002, directors who are employees have not received any compensation for serving as directors and directors who were not our employees have received an annual cash retainer paid in quarterly installments. The annual Director fees are
On February 27, 2024, the Compensation Committee approved grants of 1,000 shares of stock to each of our non-employee directors effective on such date.
The following table sets forth the fees paid to the non-employee members of the
|
|
|
|
|
|
|
|
|
|
|
Fees Earned |
|
|
|
|
|
|
|
|
or Paid in |
|
Stock |
|
All Other |
|
|
|
|
Cash |
|
Awards (1) |
|
Compensation |
|
Total |
Charles J, Brophy III |
|
$ - |
|
85,610 |
|
$ - |
|
|
|
|
112,500 |
|
85,610 |
|
- |
|
198,110 |
|
|
95,000 |
|
85,610 |
|
- |
|
180,610 |
|
|
101,250 |
|
85,610 |
|
- |
|
186,860 |
|
|
126,250 |
|
85,610 |
|
- |
|
211,860 |
|
|
107,500 |
|
85,610 |
|
- |
|
193,110 |
(1) | The amounts in this column represent 1,000 shares granted to each Director multiplied by the closing price of the stock on |
44
REPORT OF THE AUDIT COMMITTEE
The primary purpose of the Audit Committee is to assist the Board in its general oversight of the Company's accounting and financial reporting process, and is more fully described in its charter which the Board and the Audit Committee have adopted and is posted on our website, www.SafetyInsurance.com.
Each member of the Audit Committee satisfies the definition of an "independent director" as established by Rule 4200 of the NASDAQ Marketplace Rules. The Audit Committee is a separately-designated standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.
Management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over the accounting and financial reporting process. Deloitte is responsible for performing an independent audit of the Company's consolidated financial statements in accordance with the standards of the
In connection with the audit of the Company's consolidated financial statements for the year ended
● | reviewed and discussed the audited consolidated financial statements with management and Deloitte; |
● | discussed with the independent auditors the matters required to be discussed by the applicable requirements of the |
● | received the written disclosures and the letter from the independent auditors required by applicable requirements of the |
● | met and held discussions with the head of the Company's internal audit group; and |
● | reviewed our written charter and practices and determined that they meet the applicable requirements of the NASDAQ Marketplace Rules and the |
Based on the review and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended
Respectfully submitted,
The above report of the Audit Committee of the Board of Directors does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filingunder the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this report by reference therein.
45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
The following table sets forth certain information as of the Record Date,
|
|
|
|
|
|
|
|
Amount of Shares |
Percentage of |
|
|||
|
Beneficially Owned |
Class (%) (6) |
|
|||
(a) |
Security ownership of certain beneficial owners: |
|
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||
|
|
|
|
2,324,666 |
15.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,842,284 |
12.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,641,372 |
11.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
908,401 |
6.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
741,540 |
5.0% |
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(b) |
Security ownership of directors and director nominees: |
|
|
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||
|
|
Charles J. Brophy III |
11,000 |
0.1% |
|
|
|
|
|
|
4,000 |
0.0% |
|
|
|
|
|
4,000 |
0.0% |
|
|
|
|
|
4,000 |
0.0% |
|
|
|
|
113,919 |
0.8% |
|
|
|
|
|
|
9,000 |
0.1% |
|
|
|
|
|
6,000 |
0.0% |
|
(c) |
Security ownership of Named Executive Officers: |
|
|
|
||
|
|
|
30,068 |
0.2% |
|
|
|
|
|
39,046 |
0.3% |
|
|
|
|
|
113,919 |
0.8% |
|
|
|
|
|
30,111 |
0.2% |
|
|
|
|
|
|
20,937 |
0.1% |
|
(d) |
All directors, director nominee and executive officers as a group |
|
|
|
||
|
(14 persons) |
297,890 |
2.0% |
|
* |
Nominee for director. |
(1) | Based on Schedule 13G, dated |
46
(2) | Based on Schedule 13G, dated |
(3) | Based on Schedule 13G, dated |
(4) | Based on Schedule 13G, dated |
(5) | Based on Schedule 13G, dated |
(6) | Percentage of class refers to percentages of class beneficially owned as the term beneficial ownership is defined in Rule 13d-3 under the Securities Exchange Act of 1934 and is based upon the 14,893,703 shares of common stock outstanding and eligible to vote on the Record Date. |
The mailing address of each director, director nominee, and executive officer shown above is c/o
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2024, our Compensation Committee consisted of
47
PAY RATIO
We are providing the following information to comply with Item 402(u) of Regulation S-K. We have determined that our pay ratio for 2024 is 39 to 1, calculated pursuant to
Other Information - Dodd-Frank Pay Versus Performance Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we are providing the following information about executivecompensation for our principal executive officer (CEO) and Non-CEO NEOs (Other NEOs) and Company performance for the fiscal years listed below. This disclosure is not incorporated by reference into our 2024 Annual Report on Form 10-K. The Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For information about the company's pay-for-performance philosophy and how the Committee aligns executive compensation with the company's performance, refer to Executive Compensation, Compensation Discussion and Analysis beginning on page 18.
Pay Versus Performance Table
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Average |
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|
|
|
|
|
|
|
Summary |
|
|
|
Summary |
|
Average |
|
|
|
|
|
|
|
|
|
|
Compensation |
|
Compensation |
|
Compensation |
|
Compensation |
|
|
|
|
|
|
|
|
|
|
Total |
|
Actually Paid |
|
Total for |
|
Actually paid to |
|
Value of Initial Fixed |
|
|
|
GAAP |
||
|
|
for CEO (1) |
|
To CEO |
|
Other NEOs (1) |
|
Other NEOs |
|
Investment Based On: |
|
Net Income |
|
Combined |
||
Year |
($) |
(1), (2), (3) ($) |
($) |
(1), (2), (3) ($) |
TSR |
|
($) (in millions) |
Ratio (5) |
||||||||
2024 |
|
3,679,625 |
|
3,274,933 |
|
1,223,190 |
|
1,295,394 |
|
113.3 |
|
103.0 |
|
70.7 |
|
101.1% |
2023 |
1,962,783 |
664,623 |
831,208 |
277,912 |
94.7 |
112.2 |
18.9 |
|
107.7% |
|||||||
2022 |
2,753,190 |
2,521,325 |
1,100,348 |
997,797 |
103.9 |
92.1 |
46.6 |
|
97.2% |
|||||||
2021 |
3,236,556 |
3,644,065 |
1,245,166 |
1,436,698 |
100.8 |
88.5 |
130.7 |
|
93.0% |
|||||||
2020 |
3,450,570 |
3,483,962 |
1,228,044 |
1,245,348 |
88.3 |
98.5 |
138.2 |
|
87.1% |
1. |
2. | The amounts shown for Compensation Actually Paid (CAP) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the company's CEO or Other NEOs. These amounts reflect the Summary Compensation Table Total (SCT) with certain adjustments as described in footnote 3 below. |
48
3. | CAP reflects the exclusions and inclusions of certain amounts for the CEO and the Other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table for the listed year. |
|
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|
|
|
Summary |
|
Exclusion of |
|
Inclusion of |
|
Compensation |
|
|
Compensation |
|
Stock Awards for |
|
Equity Values |
|
Actually Paid To |
|
|
Total for CEO |
|
CEO |
|
for CEO |
|
CEO |
Year |
($) |
($) |
($) |
($) |
||||
2024 |
|
3,679,625 |
|
(1,100,000) |
|
695,308 |
|
3,274,933 |
2023 |
1,962,783 |
(1,000,000) |
(298,160) |
664,623 |
||||
2022 |
2,753,190 |
(900,000) |
668,135 |
2,521,325 |
||||
2021 |
3,236,556 |
(800,000) |
1,207,509 |
3,644,065 |
||||
2020 |
3,450,570 |
(800,000) |
833,392 |
3,483,962 |
|
|
|
|
|
|
|
|
|
|
|
Average |
|
Average |
|
Average |
|
|
|
|
Summary |
|
Exclusion of |
|
Inclusion of |
|
Average |
|
|
Compensation |
|
Stock Awards |
|
Equity Values |
|
Compensation |
|
|
Total for |
|
for |
|
for |
|
Actually Paid |
|
|
Other NEOs |
|
Other NEOs |
|
Other NEOs |
|
to Other NEOs |
Year |
|
($) |
($) |
($) |
($) |
|||
2024 |
|
1,223,190 |
|
(187,500) |
|
259,704 |
|
1,295,394 |
2023 |
831,208 |
(381,250) |
(172,046) |
277,912 |
||||
2022 |
1,100,348 |
(375,000) |
272,449 |
997,797 |
||||
2021 |
1,245,166 |
(381,250) |
572,782 |
1,436,698 |
||||
2020 |
1,228,044 |
(356,250) |
373,554 |
1,245,348 |
|
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|
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|
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|
|
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|
|
Year-End |
|
|
|
|
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Change In |
|
|
|
|
|
|
Fair Value |
|
|
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|
|
Fair Value |
|
|
|
|
|
|
Of Equity |
|
Change In |
|
|
|
From Last Day |
|
|
|
|
|
|
Awards |
|
Fair Value |
|
Vesting Date |
|
Of Prior Year |
|
|
|
|
|
|
Granted |
|
From Last Day |
|
Fair Value Of |
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To Vesting |
|
Fair Value At |
|
|
|
|
During Year |
|
Of Prior Year |
|
Equity Awards |
|
Date Of |
|
Last Day Of |
|
|
|
|
That Remained |
|
To Last Day Of |
|
Granted |
|
Unvested |
|
Prior Year Of |
|
|
|
|
Unvested |
|
Year Of |
|
During Year |
|
Equity Awards |
|
Equity Awards |
|
Total |
|
|
As Of Last Day |
|
Unvested |
|
That Vested |
|
That Vested |
|
Forfeited |
|
Inclusion of |
|
|
Of Year For |
|
Equity Awards |
|
During Year |
|
During Year |
|
During Year |
|
Equity Values |
|
|
CEO |
|
For CEO |
|
For CEO |
|
For CEO |
|
For CEO |
|
for CEO |
Year |
($) |
($) |
($) |
($) |
($) |
($) |
||||||
2024 |
|
835,206 |
|
62,010 |
|
- |
|
(201,907) |
|
- |
|
695,308 |
2023 |
513,326 |
(716,501) |
- |
(94,985) |
- |
(298,160) |
||||||
2022 |
868,509 |
(116,686) |
- |
(83,688) |
- |
668,135 |
||||||
2021 |
1,142,299 |
88,148 |
- |
(22,938) |
- |
1,207,509 |
||||||
2020 |
886,473 |
(49,946) |
- |
(3,135) |
- |
833,392 |
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
|
|
Year-End |
|
|
|
|
|
Average Change |
|
|
|
|
|
|
Fair Value Of |
|
Average Change |
|
Average |
|
In Fair Value |
|
|
|
|
|
|
Equity Awards |
|
In Fair Value |
|
Vesting Date |
|
From Last Day |
|
Average |
|
|
|
|
Granted During |
|
From Last Day |
|
Fair Value |
|
Of Prior Year |
|
Fair Value |
|
|
|
|
Year That |
|
Of Prior Year |
|
Of Equity Awards |
|
To Vesting Date |
|
At Last Day Of |
|
Total - |
|
|
Remained |
|
To Last Day |
|
Granted During |
|
Of Unvested |
|
Prior Year Of |
|
Average |
|
|
Unvested As Of |
|
Of Year Of |
|
Year That Vested |
|
Equity Awards |
|
Equity Awards |
|
Inclusion Of |
|
|
Last Day |
|
Unvested Equity |
|
During Year |
|
That Vested |
|
Forfeited |
|
Equity Values |
|
|
Of Year For |
|
Awards For |
|
For |
|
During Year For |
|
During Year For |
|
For |
|
|
Other NEOs |
|
Other NEOs |
|
Other NEOs |
|
Other NEOs |
|
Other NEOs |
|
Other NEOs |
Year |
($) |
($) |
($) |
($) |
($) |
($) |
||||||
2024 |
|
303,737 |
|
27,162 |
|
- |
|
(71,195) |
|
- |
|
259,704 |
2023 |
195,697 |
(325,494) |
|
- |
|
(42,249) |
- |
(172,046) |
||||
2022 |
361,820 |
(55,434) |
|
- |
|
(33,937) |
- |
272,449 |
||||
2021 |
544,437 |
37,131 |
|
- |
|
(8,786) |
- |
572,782 |
||||
2020 |
394,797 |
(19,870) |
|
- |
|
(1,373) |
- |
373,554 |
4. | The Insurance Peer Group TSR set forth in this table utilizesa peer group comprised of seven selected property& casualty insurance companies as used in our stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended |
5. | For 2024, we determinedCombined Ratioto be the most important financial performance measure used to link company performance to CAP for our CEO and Other NEOs in 2024 and 2023. This performance measure may not have been the most important financial performance measure for years 2022 and 2021, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
Financial Performance Measures
As described in greater detail in "Compensation of Named Executive Officers - Compensation Discussion and Analysis," the company's executive compensation program is based on a pay-for-performance philosophy. The metrics that the company uses for both our short-term and long-term performance-based awards are selected to incentivize achievement of both short-term and long-term performance objectives that create value for our enterprise and our shareholders.
The principal financial metrics that we use to link compensation actually paid to our performance for 2024, are as follows:
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Financial Performance Measures |
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|
Earnings Before Interest,Taxes,Changes in Unrealized Gains and Losses on |
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|
|
Combined Ratio |
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|
|
|
|
Relative Total Shareholder Return |
|
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|
|
|
50
Analysis of the Information Presented in the Pay Versus Performance Table
While the Committee uses several performance measures to align executive compensation with company performance, including Combined Ratio and 3-year TSR achievement relative to the companies in the
CAP and Cumulative TSR
As shown in the charts below, the CEO and Other NEOs' CAP amounts are aligned with the Company's TSR. This is due primarily to the company's use of equity incentives, which are tied directly to stock price in addition to the company's financial performance. As described in more detail in Compensation of Named Executive Officers, Compensation Discussion and Analysis, Long-Term Incentive beginning on Page25, the Committee selected 3-year TSR relative to the
CAP and Net Income
As shown in the charts below, the Company's net income has varied significantly in the years presented. This is due in large part to the inclusion of the change in fair value in our equity portfolio in the net income calculation in accordance with FASB, Accounting Standards Update (ASU) 2016-01, Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities. Stock market volatility throughout the period also affected the valuations of outstanding equity incentives.
51
CAP and Combined Ratio
The charts below show the CEO and Other NEOs' CAP amounts compared to the company's Combined Ratio. As described in more detail in Compensation of Named Executive Officers, Compensation Discussion and Analysis, beginning on Page18, the committee selected Combined Ratio relative to the
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Review and Approval of Related Party Transactions
We have adopted and maintain a code of business conduct and ethics that applies to all directors, executive officers and employees. The code covers matters that we believe are supportive of high standards of ethical business conduct, including those regarding legal compliance, conflicts of interest, insider trading, maintenance of corporate books and records, gifts and entertainment, political contributions, confidentiality, public communications, special obligations applicable to our CFO and members of the audit committee, and standards and procedures for compliance with the code. Among other things, the code covers all transactions required to be disclosed in this related party transactions section of the proxy statement. The code can be found on our website at www.SafetyInsurance.com. Stockholders may also obtain a copy of the code by writing to the Office of Investor Relations at the address set forth under "Available Information."
The code does not distinguish between potential conflict of interest transactions involving directors or executive officers and those involving other employees. It notes that all covered persons shall be responsible for
52
the enforcement of the policies set forth in the code and will be held accountable for any violations of the code. Any of our officers or employees having any information or knowledge regarding any transaction or activity prohibited by the code shall promptly report the same to our CFO, who shall review and determine whether to approve of potential conflicts of interest for employees. Review and approval of potential conflicts of interests of officers and directors shall be made by the audit committee of our board of directors.
The code does not expressly set forth the standards that would be applied in reviewing, approving or ratifying transactions in which our directors, executive officers or 5% stockholders have a material interest. We expect that in connection with the review, approval or ratification of any such transaction, our CFO and audit committee will be provided with all material information then available regarding the transaction, the nature and extent of the director's, executive officer's or 5% stockholder's interest in the transaction, and the terms upon which the products, services or other subject matter of the transaction could be provided by alternative sources. We expect that any such transaction would be approved or ratified only if our CFO or audit committee, as applicable, concluded in good faith that it was in our interest to proceed with it. We expect that pre-approval will be sought for any such transaction when practicable, and when pre-approval is not obtained, that any such transaction will be submitted for ratification as promptly as practicable. As of the year ending 2024, no related party transactions have been reported.
OTHER MATTERS
Inspectors of Election
Delivery of Documents to Stockholders Sharing an Address
We have adopted a procedure approved by the
53
We have paid the entire expense of preparing, printing and mailing the Notice and, to the extent requested by our stockholders, the proxy materials and any additional materials furnished to stockholders.
Available Information
The Company is subject to the informational reporting requirements of the Securities Exchange Act of 1934. In accordance therewith, the Company files reports, proxy statements and other information with the
Stockholder Proposals for the Annual Meeting of Stockholders
Any stockholder proposals intended to be presented at our 2026 Annual Meeting and considered for inclusion in our proxy materials must be received by
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By Order of the Board of Directors, |
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Vice President, Chief Financial Officer and Secretary |
54
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, |
0000658042_2 R1.0.0.2 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 10K Wrap are available at www.proxyvote.com |
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