Document

I am pleased to invite you to join us at United Fire Group, Inc.’s 2020 Annual Meeting of Shareholders (the "Annual Meeting"). This year’s meeting will be held at our principal executive offices at 118 Second Avenue SE, Cedar Rapids, Iowa 52401. Simultaneously, the Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting, submit questions and vote online by logging on to www.meetingcenter.io/216769913 using your 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on your Proxy Card. The password for the meeting is UFCS2020. In light of public health concerns regarding the novel coronavirus (COVID-19) pandemic and related travel restrictions, I encourage you to participate virtually rather than in person.

Place: United Fire Group, Inc.'s principal executive offices at 118 Second Avenue SE, Cedar Rapids, IA 52401 and virtually via live audio webcast. Shareholders will be able to attend the 2020 Annual Meeting of Shareholders (the "Annual Meeting"), submit questions and vote online by logging on to www.meetingcenter.io/216769913 at the Annual Meeting date and time using their 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on the proxy card. The password for the meeting is UFCS2020. In light of public health concerns regarding the novel coronavirus (COVID-19) pandemic and related travel restrictions, we encourage shareholders to participate virtually rather than in person.

This solicitation of proxies is made by the Board of Directors of United Fire Group, Inc. (the “Company,” “we,” “us,” or “our,” as the context requires). Proxies will be used at the Annual Meeting of Shareholders (the "Annual Meeting") of United Fire Group, Inc., an Iowa corporation, to be held on May 20, 2020 at 10:00 a.m. Central Time, and at any adjournment or postponement thereof. This year's Annual Meeting will be held at our principal executive offices at 118 Second Avenue SE, Cedar Rapids, Iowa 52401 and virtually via live audio webcast. Shareholders will be able to attend the Annual Meeting, submit questions and vote online by logging on to www.meetingcenter.io/216769913 using their 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on the proxy card. The password for the meeting is UFCS2020. In light of public health concerns regarding the novel coronavirus (COVID-19) pandemic and related travel restrictions, we encourage shareholders to participate virtually rather than in person.

Under rules adopted by the Securities and Exchange Commission (“SEC”), the Company has chosen to provide its shareholders with the choice of accessing the Annual Meeting proxy materials on the Internet, rather than receiving printed copies of those materials through the mail. In connection with this process, a Notice Regarding the Availability of Proxy Materials (the “Notice”) is being mailed to the Company’s shareholders who have not previously requested electronic access to its proxy materials or printed proxy materials. The Notice contains instructions on how you may access and review the Company’s proxy materials on the Internet and how you may vote your shares over the Internet. The Notice will also tell you how to request the Company’s proxy materials, in either printed form or by email, at no charge. The Notice contains a control number that you will need to vote your shares. We suggest you keep the Notice for your reference through the meeting date.

At the Annual Meeting, shareholders will act upon the matters listed in the Notice of the Annual Meeting, including (i) the election of four Class A Directors identified in the attached proxy statement to serve three-year terms expiring in 2023 and one Class C Director identified in the attached proxy statement to serve the remainder of a term expiring in 2021, (ii) the ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020, (iii) amend the United Fire Group, Inc. Non-Employee Director Stock Plan and (iv) the approval, on an advisory basis, of the compensation of our named executive officers. Our management will also report on our performance during fiscal year 2019. Representatives of Ernst & Young LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they choose to, and will be available to respond to appropriate shareholder questions.

The Annual Meeting will be held at our principal executive offices at 118 Second Avenue SE, Cedar Rapids, Iowa 52401 and simultaneously through live audio webcast. Shareholders of record will be able to attend the Annual Meeting in person or virtually. If you attend virtually, you will be able to submit questions during the Annual Meeting and vote online by logging on to www.meetingcenter.io/216769913 using your 15-digit control number provided with the Notice or on your proxy card. The password for the meeting is UFCS2020.

If your shares are registered in your name with Computershare Trust Company, N.A. our transfer agent and registrar, you are considered a shareholder of record. Shareholders of record at the close of business on March 23, 2020 are entitled to receive notice of and to vote at the Annual Meeting or at any postponement or adjournment thereof. At the close of business on March 23, 2020, there were 24,982,154 shares of Company Common Stock issued and outstanding. Each share of Company Common Stock entitles its record holder to one vote.

If your shares are held in a brokerage account or by a bank or other nominee, your name does not appear anywhere in the Company’s shareholder records. Instead, the “street name” of your broker, bank or other nominee who holds the shares for you appears on our records and you are the beneficial owner of the shares. Access to our proxy materials is being forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your brokerage firm, bank or other nominee how to vote your beneficial shares by filling out and returning the voting instruction form provided to you from such other institution. Telephone and Internet voting options may also be available to beneficial owners. As a beneficial owner, you are invited to attend the Annual Meeting, but you must obtain a legal proxy from the record holder of your shares and bring a copy of a statement (such as a brokerage statement) from your nominee reflecting your stock ownership as of March 23, 2020, or register as described above under above under "How do I register to attend the Annual Meeting virtually on the Internet?".

If you are a participant in our 401(k) Plan, your proxy card shows the number of shares of Company Common Stock held for your benefit in those plans, plus any other shares you may own. If you hold stock through the 401(k) Plan, voting your proxy also serves as confidential voting instructions to the Trustee of the 401(k) Plan (Principal Financial Group). The Trustee will vote your shares in accordance with the specific voting instructions that you indicate on your proxy card. If you provide no specific voting instructions, the Trustee of the 401(k) Plan will vote your shares in proportion to the voting instructions it receives from those plan participants who do submit voting instructions.

A “broker non-vote” occurs when a broker submits a proxy but lacks discretionary power to vote on a “non-routine” proposal and a beneficial owner fails to give the broker voting instructions on that matter. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2020 is the only matter to be presented at the Annual Meeting that is considered a "routine" matter, and brokers have the discretionary power to vote on this matter without any instructions from the beneficial owners. Each of the other matters to be presented at the Annual Meeting are considered "non-routine."

•By mail: Complete and sign your proxy card and return it by mail in the enclosed business reply envelope. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct. If an additional proposal comes up for a vote at the Annual Meeting that is not on the proxy card, your shares will be voted in the best judgment of the authorized proxies, Jack B. Evans and Neal R. Scharmer. If you sign and return your proxy card without marking voting instructions, your shares will be voted FOR the election of each of the director nominees identified in this proxy statement, FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020, FOR the amendment of the United Fire Group, Inc. Non-Employee Director Stock Plan, and FOR approval, on an advisory basis, of the resolution regarding the compensation of our named executive officers.

Telephone and Internet voting options are available 24 hours a day, seven days a week. The deadline for voting by telephone or the Internet is 12:00 a.m. Central Time on May 20, 2020. When prompted, you will need to enter the 15-digit control number shown on your proxy card. You will then be able to vote your shares and confirm that your instructions have been properly recorded. If you vote by telephone or over the Internet, your vote authorizes the proxies in the same manner as if you had signed, dated and returned your proxy card by mail. Telephone and Internet voting procedures, including the use of control numbers found on the proxy cards, are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares securely and to confirm that their instructions have been properly recorded. If you vote by telephone or over the Internet, you do not need to return your proxy card.

If your shares are held in a brokerage account or by a bank or other nominee, your broker, bank or other nominee will ask you how you want your shares to be voted. If you provide voting instructions, your shares must be voted as you direct. If you do not furnish voting instructions, one of two things can happen, depending upon whether a proposal is “routine.” Under the rules that govern brokers who have record ownership of shares beneficially owned by their clients, brokers have discretion to cast votes on routine matters, such as the ratification of the choice of auditor, without receiving voting instructions from their clients. Brokers are not permitted, however, to cast votes on “non-routine” matters, such as the election of directors, or executive compensation matters, without receiving client voting instructions. A “broker non-vote” occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting authority for that proposal and has not received voting instructions from the beneficial owner. The proposal to approve the ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020 is the only routine matter being voted on at the Annual Meeting and, therefore, is the only proposal that may be voted by your broker, bank or other nominee in its discretion without having received voting instructions from you.

Yes. In accordance with the SEC’s “Notice and Access” rules, United Fire Group, Inc. mailed the Notice to shareholders beginning on or about April 7, 2020. The Notice describes the matters to be considered at the Annual Meeting and how shareholders may access the proxy materials over the Internet. It also provides instructions on how shareholders may vote their shares. If you received the Notice, you will not receive a printed version of the proxy materials unless you request one. If you would like to receive a printed version of the proxy materials, free of charge, please follow the instructions in the Notice.

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports to shareholders with respect to two or more shareholders sharing the same address by delivering a single proxy statement and annual report to shareholders addressed to those shareholders. This process, commonly referred to as “householding,” provides cost savings for companies. We and some brokers household proxy materials and annual reports to shareholders unless contrary instructions have been received from the affected

Our Board of Directors currently consists of 11 directors. The current membership includes: John-Paul E. Besong, Scott L. Carlton, Brenda K. Clancy, Christopher R. Drahozal, Jack B. Evans (Chairman), George D. Milligan, James W. Noyce, Mary K. Quass, Randy A. Ramlo, Kyle D. Skogman and Susan E. Voss. As previously disclosed, Sarah Fisher Gardial has resigned from the Board of Directors, effective March 1, 2020. To fill this vacancy, Lura E. McBride is standing for election at the Annual Meeting as a Class C Director to serve the remainder of a term expiring in 2021.

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

The Board of Directors requires a majority of our directors to be independent, as defined in the listing rules of The NASDAQ Global Select Market (“NASDAQ”). The Board of Directors determines director independence by applying the definition of independence contained in the applicable NASDAQ Listing Rules, both for purposes of NASDAQ’s rule requiring that a majority of the Board of Directors consist of independent directors and its rules requiring the Audit Committee, Nominating and Governance Committee and Compensation Committee to be made up entirely of independent directors.

The Board of Directors has analyzed the independence of each director who served on the Board of Directors during 2019 and director nominee and determined that 10 of our 11 existing directors are independent, and Lura E. McBride, a new director nominee, is also independent. The following directors are independent within the meaning of the NASDAQ Listing Rules, and each is free of any relationship that would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director: John-Paul E. Besong, Scott L. Carlton, Brenda K. Clancy, Christopher R. Drahozal, Jack B. Evans, George D. Milligan, James W. Noyce, Mary K. Quass, Kyle D. Skogman and Susan E. Voss. Randy A. Ramlo is not independent due to his employment by our Company.

In determining that Mr. Skogman is independent, the Board considered that the Company maintains a relationship with an insurance agency in which Mr. Skogman is a 25% owner. The services provided by us to this agency were in the ordinary course of business on substantially the same terms and conditions as those prevailing at the time for comparable transactions with other customers. The value of the services provided by us to this agency represented an immaterial amount to each party and did not rise to the level requiring formal review and approval by the Board of Directors under its written policy regarding related party transactions. We expect to continue providing services to this agency in the future.

Summary of Director Diversity, Qualifications and Experience

John-Paul Besong

Scott Carlton

Brenda Clancy

Chris-
topher
Drahozal

Jack Evans

Lura McBride

George Milligan

James Noyce

Mary Quass

Randy Ramlo

Kyle Skogman

Susan Voss

Academia & Education

Accounting

Actuarial

Senior Administration

Business Operations

Corporate Governance

Finance & Capital

Financial Statements

Insurance Industry

Investment

Marketing

Regulatory & Government

Risk Management

Technology & Systems

We believe that non-employee directors should own and hold Company Common Stock to further align their interests and actions with the interests of our shareholders. Our Articles of Incorporation require that all of our directors own shares of Company Common Stock. The Board of Directors has adopted stock ownership guidelines indicating that each non-employee director should beneficially own at least 100 shares of Company Common Stock when he or she joins the Board of Directors and at least 5,000 shares of Company Common Stock within five years of first being elected to the Board of Directors. A non-employee director shall not sell any shares of Company Common Stock received as a result of an award: (a) if the non-employee director has not met the stock ownership requirement; or (b) if the sale would cause the ownership of the non-employee director to fall below the stock ownership requirement.

Our Board of Directors is led by an independent Chairman who is responsible for providing guidance to our Chief Executive Officer, setting the agenda for Board meetings and presiding at all shareholder and director meetings. We also have an independent Vice Chairman who is responsible for presiding in the Chairman’s absence. Neither our Chairman nor our Vice Chairman serves as our Chief Executive Officer. Our Chief Executive Officer is responsible for setting the strategic direction for our Company and providing day-to-day leadership. We currently separate the roles of Chairman and Chief Executive Officer. We feel that this is the most appropriate leadership structure for our Board of Directors and executive management at this time because we recognize the benefits of separating the two roles to allow full utilization of the different skill sets required to most effectively and efficiently perform these functions to meet the needs of the Company. Our Board of Directors does not have a formal policy requiring the positions of Chairman and Chief Executive Officer to be separate, preferring instead to preserve the freedom to decide from time to time what is in the best interest of the Company. Our Board of Directors strongly endorses the concept of an independent director being in a position to lead our independent directors. If at any time neither our Chairman nor our Vice Chairman is an independent director, the independent directors serving at that time will elect an independent director to serve as lead director.

The Board of Directors has six standing committees: Audit Committee, Compensation Committee, Executive Committee, Investment Committee, Nominating and Governance Committee and Risk Management Committee. Only independent directors may serve on the Audit Committee, Compensation Committee and Nominating and Governance Committee. Each committee is governed by a written charter that is reviewed and approved annually by the applicable committee, the Nominating and Governance Committee, and the full Board of Directors. All committee charters are available for review either on our public website, http://ir.ufginsurance.com by selecting Overview and then Governance Documents, or in paper form upon written request to: United Fire Group, Inc., Attn: Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909.

Enterprise Risk Management (“ERM”) is a methodology that helps us assess and manage our overall exposure to risk. In addition to our Risk Management Committee, we have an executive enterprise risk management committee (“executive ERM committee”) that consists of our President & Chief Executive Officer, Executive Vice President & Chief Operating Officer, Executive Vice President & Chief Financial Officer, Vice President & Chief Investment Officer, Vice President & Chief Claims Officer, Vice President & General Counsel, Vice President—Corporate Marketing, Vice President & Chief Technology Officer, Vice President & Strategy Officer, Vice President & Corporate Underwriting Manager, Director of Internal Audit, and Corporate Safety Manager.

The executive ERM committee meets independently of the Risk Management Committee, with representatives from the Risk Management Committee in attendance. Members of the executive ERM committee are invited to attend and participate in meetings of the Risk Management Committee. During 2019, the executive ERM committee met on a quarterly basis to implement risk management strategies. During its meetings, the executive ERM committee discusses the risks that our Company faces and the controls that are in place to mitigate those risks, and identifies potential additional risks.

Collectively, the Risk Management Committee and the executive ERM committee have identified two broad categories of risk faced by our Company: insurance risk and operational risk. We employ a multi-disciplinary approach to risk identification and evaluation, analyzing risk from the point of view of claims, underwriting, finance, and investments. Types of insurance risks generally include, but are not limited to, those risks associated with catastrophes, loss reserving practices, underwriting practices, policy pricing, geographical concentrations of property insured, competition and business mix. Types of operational risks we face generally include, but are not limited to, those risks associated with the diversification and quality of our investments, information technology and cybersecurity, regulatory and legal compliance, business continuity planning, executive succession planning and the application of accounting policies and procedures.

In addition, certain Board committees oversee risk within their respective areas of responsibility. For example, the Audit Committee has been delegated with primary oversight of financial, accounting and securities related risk, and the Compensation Committee oversees the risks associated with the Company’s compensation policies and practices, including conducting an annual risk assessment of such policies and practices. Together with the Audit Committee, the Compensation Committee has concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

To further align management's interests with the interest of shareholders and support good governance practices, the Board of Directors has adopted a clawback policy applicable to incentive-based compensation to executive officers. In the event the Company is required to prepare an accounting restatement due to errors, omissions or fraud, the Board of Directors may direct the Company to recover from each of the executive officers the excess value received from any incentive award over the value actually earned based on the restated performance. Our Clawback Policy may be obtained free of charge by writing to United Fire Group, Inc., Attn: Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909, or on our public website, http://ir.ufginsurance.com, by selecting Overview, then Governance Documents and then Clawback Policy.

Our policies do not permit our directors or executive officers, including our named executive officers, or employees, to "hedge" their ownership by: (a) trading in publicly-traded options, puts, calls, or other derivative instruments related to the Company’s equity or debt securities; or (b) purchase financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds, that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Company. In addition, directors or officers are not permitted to hold securities of the Company in margin accounts or pledge securities of the Company as collateral for loans. Our Anti-Hedging Policy may be obtained free of charge by writing to United Fire Group, Inc., Attn: Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909, or on our public website, http://ir.ufginsurance.com, by selecting Investors, then Overview, then Governance Documents and then Anti-Hedging Policy.

Representatives of the Executive Committee and Compensation Committee meet each year with our Chief Executive Officer Randy A. Ramlo to review his goals for the current year. During the year, the Executive Committee meets regularly with our Chief Executive Officer to review his performance. The Executive Committee and the Chair of the Compensation Committee annually review the performance of our Chief Executive Officer and assess his performance for that year. The Chief Executive Officer also meets with the Compensation Committee, which considers his performance for the year.

Our Board of Directors has adopted a Code of Ethics and Business Conduct that applies to all of our officers, directors, and employees. United Fire Group, Inc.’s Code of Ethics and Business Conduct may be obtained free of charge by writing to United Fire Group, Inc., Attn: Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909, or on our public website, http://ir.ufginsurance.com by selecting Overview, then Governance Documents and then Code of Ethics and Business Conduct. The Code of Ethics and Business Conduct sets forth certain expectations of business conduct and identifies various violations of the code and establishes procedures regarding the reporting of such violations. We intend to include on our website information about any amendments to, or waivers from, a provision of the Code of Ethics and Business Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer or controller.

Our Nominating and Governance Committee conducts an annual survey of the directors to assess the effectiveness of our Board of Directors. The Nominating and Governance Committee reviews and considers the results of the survey, reports its findings to the Board of Directors and addresses any areas of concern. The committee also makes recommendations to the Board of Directors regarding our corporate governance practices. All standing committees of our Board of Directors also conduct annual self-assessments and report such self-assessments to the Board of Directors.

We have a separately designated standing Audit Committee, as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee is governed by a charter which requires that each member of the Audit Committee be an independent director. All of the members of the Audit Committee are independent under the NASDAQ Listing Rules, applicable law, and the applicable rules and regulations of the SEC, including Section 10A(m)(3) of the Exchange Act. The Board of Directors has determined that Messrs. Carlton and Noyce and Ms. Clancy each possess the skills necessary to qualify as audit committee financial experts as defined by Item 407(d)(5) of Regulation S-K under the Exchange Act.

The Audit Committee is directly responsible for the appointment, compensation and retention (or termination) of our independent registered public accounting firm. The Audit Committee is also responsible for oversight of our internal audit function. The Audit Committee seeks to maintain free and open communications between the directors, the independent registered public accounting firm, the internal auditor and management. Other duties consist of reviewing recommendations by the internal auditor and the independent registered public accounting firm on accounting matters and internal controls; advising the Board of Directors on the scope of audits; reviewing our annual Consolidated Financial Statements and the accounting standards and principles followed; and, if necessary, conducting independent inquiries. The Audit Committee met four times during 2019, including one time in a joint session with the Risk Management Committee and one continuing education meeting.

All of the members of our Compensation Committee are independent under the NASDAQ Listing Rules, applicable law, and the applicable rules and regulations of the SEC, including Section 10C(a) of the Exchange Act. No Compensation Committee member is an employee or former employee of our Company, its subsidiaries or affiliates. With the exception of compensation for his or her service on the Board of Directors, no Compensation Committee member received any consulting, advisory, or other compensatory fee from us. No Compensation Committee member had any relationship that, in the opinion of the directors, would interfere with his or her exercise of independent judgment as a member of the committee.

The role of the Compensation Committee is to assist the Board of Directors in its' responsibilities relating to compensation of our senior executive officers and directors. The Compensation Committee oversees all aspects of the compensation of our executive officers and directors, including our director and management equity plans and deferred compensation plans, and other management incentive compensation programs. In overseeing those plans, the Compensation Committee may delegate authority to Company officers for day-to-day plan administration and interpretation. Management provides information to assist the committee regarding participation and award levels in the management plans. The Compensation Committee may not delegate authority for matters affecting the executive officers. The Compensation Committee’s primary processes with respect to compensation of our named executive officers can be found under the heading Compensation Discussion and Analysis in this proxy statement. During 2019, the Compensation Committee engaged the services of Frederic W. Cook & Co. ("FW Cook") as its independent outside compensation consultant to provide advice on executive and director compensation matters. For a discussion of the specific services provided by FW Cook, see Compensation Discussion and Analysis in this proxy statement. The Compensation Committee met four times during 2019.

The Executive Committee meets during the intervals between Board of Directors’ meetings and has the right and authority to exercise the full powers of our Board of Directors, except where limited by law, or where responsibility and authority is reserved to the Board of Directors or vested in another committee of the Board of Directors. This committee also meets regularly with our Chief Executive Officer, participates with management in the development of our strategic initiatives, and monitors the implementation of these initiatives. In addition, the Executive Committee provides regular advice and counsel to management. The Executive Committee met seven times during 2019.

All of the members of our Nominating and Governance Committee are independent under the NASDAQ Listing Rules, applicable law, and the applicable rules and regulations of the SEC. The Nominating and Governance Committee is responsible for reviewing all director nominees, including incumbents, and making recommendations of nominees to the entire Board of Directors. The committee is also responsible for assessing and reporting on nominee qualifications, making assessments of director independence, identifying and reviewing related person transactions, and other matters, including director education and succession planning. The Nominating and Governance Committee met four times during 2019.

Any shareholder may recommend a person to be considered as a candidate or nominate one or more persons for election as a director of our Company. A shareholder who desires to make such a recommendation must comply with the same requirements applicable to director nominations set forth in Sections 8 and 9 of Article I of our Bylaws. Our Board of Directors encourages shareholders who wish to recommend candidates to the Nominating and Governance Committee to send their recommendations in writing addressed to the Nominating and Governance Committee, United Fire Group, Inc., Attention: Corporate Secretary, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909 using the procedures discussed below.

United Fire Group, Inc. has adopted a process for communicating with our Board of Directors or individual directors. To communicate with our Board of Directors or individual directors regarding issues of concern to or about our Company, access our website, http://ir.ufginsurance.com, by selecting Investor Resources and then Concerns/Complaints, call toll free by telephone at 1-877-256-1056, or write to our Audit Committee at United Fire Group, Inc., Attention: Audit Committee Chair—Confidential, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909. Our Vice President, General Counsel and Corporate Secretary, Neal R. Scharmer, and Audit Committee Chair, James W. Noyce, are responsible for reviewing and reporting such communications to our Board of Directors and individual directors. If requested, and to the extent possible, all communications with our Board of Directors are kept strictly confidential.

To be eligible for inclusion in the proxy materials for the annual meeting of shareholders in 2021 (the "2021 Annual Meeting"), a shareholder proposal must be received by our Corporate Secretary by the close of business on December 8, 2020. All proposals must comply with Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals must be delivered to our Corporate Secretary at United Fire Group, Inc., Attention: Corporate Secretary, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909.

Any shareholder proposal that is not submitted for inclusion in next year’s proxy statement under SEC Rule 14a-8, but is instead sought to be presented directly at our 2021 Annual Meeting, or any director nomination for our 2021 Annual Meeting, must be received at our principal executive offices no earlier than the close of business on December 21, 2020 and no later than the close of business on January 20, 2021. Proposals and nominations must be delivered to our Chairman at United Fire Group, Inc., Attention: Chairman of the Board, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909.

Our Articles of Incorporation require that our Board of Directors be divided into three classes, A, B and C, with one class elected at each Annual Meeting. The Board of Directors must consist of no more than fifteen and no less than nine members, with the exact number fixed by the Board of Directors. The membership of our Board of Directors is currently fixed at 12, divided among three classes, with each class consisting of four members. Four Class A directors and one Class C director identified in this proxy statement are to be elected at this year’s Annual Meeting.

Mr. Carlton has a strong international business background and extensive experience within the finance and accounting functions in a global public company. He is currently the President of Tokai Carbon GE LLC, the US subsidiary of Tokai Carbon, a global leader in carbon-based materials, a position he has held since 2017. Prior to this position, Mr. Carlton was the President of SGL Carbon LLC ("SGL Carbon") for 10 years, leading the U.S. companies of SGL Carbon, a leading worldwide manufacturer of carbon-based products. From 2002 until 2007, Mr. Carlton served as Vice President of Finance and Controlling for the largest business unit of SGL Carbon, and in that capacity was responsible for the controlling, finance and accounting functions. Since beginning his career with SGL Carbon in 1994, Mr. Carlton has worked in a variety of accounting and financial positions at various locations within and outside of the U.S. Mr. Carlton holds a bachelors degree in financial management, a masters of business administration degree and completed the Senior Executive Education Program at the London Business School. Mr. Carlton also has insurance experience on both a domestic and international scale. He is also a director of the Carolina chapter of the National Association of Corporate Directors (“NACD”) and is a registered NACD Governance Fellow. Mr. Carlton serves on the board of E4 Carolinas of Charlotte, North Carolina. Mr. Carlton is a first cousin by marriage to Mr. Drahozal, another director of the Company.

Scott L. Carlton

Age 51

Director since 2012

Ms. Clancy has a wealth of valuable experience in the insurance industry, having most recently served as the Global Chief Technology Officer for AEGON N.V. ("AEGON") (2013-2016), which is a multinational life insurance, pensions and asset management company headquartered in The Hague, Netherlands. AEGON is a parent company of Transamerica Corporation, an American holding company for various life insurance companies and investment firms doing business primarily in the United States, offering life and supplemental health insurance, investments, and retirement services. Throughout her 40-year career with AEGON, Ms. Clancy held numerous financial leadership positions including President of Transamerica Life Insurance Company (2008-2016), Executive Vice President and Chief Operating Officer of Transamerica Life Insurance Company (2004-2008), Senior Vice President, Information & Finance and Treasurer of Life Investors Insurance Co. of America (1997-2004), and Vice President and Controller of Life Investors Insurance Co. of America (1992-1997). She was actively involved in all major acquisitions, strategy development, change initiatives and business integration. Ms. Clancy is currently a Director for UnityPoint Health, a nonprofit healthcare organization operating in Iowa, Illinois and Wisconsin.

Brenda K. Clancy

Age 65

Director since 2016

Mr. Ramlo has served as our President and Chief Executive Officer since May 2007. He previously served as Chief Operating Officer (2006-2007), as Executive Vice President (2004-2007), and as Vice President, Fidelity and Surety (2001-2004). Mr. Ramlo has been with the Company since 1984 and has a very strong knowledge of our business and the insurance industry. He holds numerous professional insurance designations, including Chartered Property and Casualty Underwriter, Associate in Fidelity and Surety Bonding, Associate in Management and Associate in Risk Management. Mr. Ramlo is a long-time community leader and supporter, with service to many diverse organizations. He serves as a director of Cedar Rapids Metro Economic Alliance, an economic development organization, a member of the board of trustees of the Cedar Rapids Public Library, a member of the University of Northern Iowa School of Business Executive Advisory Board, a trustee on the Iowa College Foundation Board and a trustee of the Eastern Iowa Branch of the Juvenile Diabetes Research Foundation International.

Randy A. Ramlo

Age 58

Director since 2008

Susan E. Voss joined American Enterprise Group, Inc. as its Vice President and General Counsel in November 2013. Headquartered in Des Moines, Iowa, American Enterprise Group provides personal and customized health and life insurance solutions for individuals, families and small business owners. In 2019, Voss became VP of Government Relations and retired December 31, 2019. Prior to joining American Enterprise Group, Inc., Ms. Voss had her own consulting firm in 2013, Voss Consulting, LLC, which provided consulting and expert witness services in the areas of insurance and financial product regulation and compliance issues. Before Voss Consulting, Ms. Voss worked in Iowa state government for 31 years, the last 20 of which were spent with the Iowa Insurance Division. In 2005 she was appointed by then-Governor Tom Vilsack to serve as Iowa Insurance Commissioner, a position she held until 2013. Ms. Voss was elected by her peers as an officer of the National Association of Insurance Commissioners (“NAIC”) in 2007 and served as its President in 2011. During her time as Iowa Insurance Commissioner and her tenure with the NAIC, Ms. Voss served on a number of NAIC committees including: Market Conduct and Regulation Committee (which she chaired from 2005 to 2006), the Principles-Based Reserving Working Group (which she chaired in 2012), International Insurance Committee (which she chaired in 2012), Life and Annuities Committee, Financial Condition Committee and Financial Regulation Standards and Accreditation Committee.

Susan E. Voss

Age 64

Director since 2014

Lura E. McBride is the President & CEO at Van Meter Inc. ("Van Meter"), a one-hundred percent employee-owned electrical and automation distributor, a position she has held since 2016. She previously served as Chief Operating Officer since 2010. She has responsibility for the overall vision, direction and growth strategy of Van Meter, employing over 500 employee-owners in 15 locations across Iowa, Nebraska, Kansas and Virginia. She has experience building strong leadership and a high performing culture to create lasting value for customers, supplier partners, communities and employee-owners. She serves on the Van Meter Board of Directors, the Werner Electric Supply Board of Directors and the National Association of Electrical Distributors (NAED). Prior to joining Van Meter in 2008, she worked for almost 15 years at Accenture, a global management consulting company based out of Chicago, Illinois. Her work experiences were in the areas of Systems Integration, Change Management, Human Performance, Knowledge Management, Business Process Design and Program Management. Ms. McBride graduated from University of Iowa with degrees in Finance and Marketing. In the community, Ms. McBride serves on various boards and committees including The Tippie School of Business Advisory Board, Tanager Place, The Hall-Perrine Foundation, Unity Point St. Luke’s Hospital, Iowa BIG and the Cedar Rapids Police Chief Council.

Lura E. McBride

Age 47

Director Nominee

Mr. Drahozal is an internationally known legal scholar. He is the John M. Rounds Professor of Law and Associate Dean for Research and Faculty Development at the University of Kansas School of Law in Lawrence, Kansas, where he has taught since 1994. During Fall 2015 and Fall 2018 he was the Mason Ladd Distinguished Visiting Professor of Law at the University of Iowa College of Law. He is on the Board of Directors of The McIntyre Foundation. From 2012 to 2016, Mr. Drahozal served as special advisor to the Consumer Financial Protection Bureau, a government agency headquartered in Washington, D.C., on matters related to the use of arbitration clauses in consumer financial services contracts. Prior to teaching, Mr. Drahozal was in private law practice in Washington, D.C., and served as a law clerk for the Iran-U.S. Claims Tribunal, the United States Court of Appeals for the Fifth Circuit and the United States Supreme Court. Mr. Drahozal is a first cousin by marriage to Mr. Carlton, another director of the Company.

Christopher R. Drahozal

Age 58

Director since 1997

Mr. Evans became Chairman of our Board of Directors in October 2009. He has served as a director since 1995 and as Vice Chairman from 1997-2009. Mr. Evans has a very strong business background and currently holds the position of Chairman of The Hall-Perrine Foundation since December 2018, a private philanthropic corporation located in Cedar Rapids, Iowa. He has held the position of President from 1996 to 2018. From 1993 to 1995, he served as President of SCI Financial Group, a regional financial services firm located in Cedar Rapids, Iowa that provided brokerage, insurance and related services to its clients. Mr. Evans has extensive experience with public companies. He has served on the Board of Trustees of registered investment companies in the Nuveen Mutual Funds complex since 1999. He has served as a director of Alliant Energy Corporation of Madison, Wisconsin, a utility company, and as a director of the Federal Reserve Bank of Chicago. Mr. Evans is also a former member of the Iowa Board of Regents, which oversees the state’s public university system. As a long-serving director of our Company, Mr. Evans has gained broad knowledge of the insurance industry generally and our Company in particular.

Jack B. Evans

Age 71

Director since 1995

Mr. Milligan has a strong business background, with service since 1985 as President of The Graham Group, Inc., of Des Moines, Iowa. The Graham Group, Inc. consists of a real estate firm specializing in developing office buildings and a construction firm specializing in constructing hospital facilities. Since 2005, Mr. Milligan has also served as a director of West Bancorporation, Inc. of West Des Moines, Iowa, a bank holding company. Mr. Milligan serves as a director on the loan committee and nominating and governance committee of the West Bancorporation, Inc. Board of Directors. Mr. Milligan previously served as director of Allied Life Insurance Company. Mr. Milligan is a long-time community leader and supporter, being active with the Boy Scouts of America, the Dowling Foundation, and the Variety Club of Iowa.

George D. Milligan

Age 63

Director since 1999

Mr. Besong has a strong technical, business and management background, having previously held the position of Senior Vice President of e-Business and Chief Information Officer for Rockwell Collins, a Fortune 500 company based in Cedar Rapids, Iowa, that provides aviation electronics for both commercial and military aircraft. He was appointed Senior Vice President and Chief Information Officer in 2003, serving until 2015. Since 2015, Mr. Besong has served as a director of QCR Holdings, Inc. of Moline, Illinois, a multi-bank holding company. Mr. Besong is a strong community supporter and member of various industry and community boards. He serves on the board of directors of Lean Aerospace Initiative (LAI), Junior Achievement of Eastern Iowa (Cedar Rapids Area), Mercy Medical Center, Iowa Public Television Foundation and Technology Association of Iowa ("TAI") CIO Advisory Board, where he serves as a member and former chair of the executive board of TAI. Mr. Besong’s business background provides him with a very strong understanding of technological advances critical to the insurance industry. The Board of Directors believes that Mr. Besong’s qualifications to serve as director include his business acumen and distinguished management career as an officer and information technology expert of a Fortune 500 company.

John-Paul E. Besong

Age 66

Director since 2013

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

James W. Noyce

Age 64

Director since 2009

Ms. Quass is President and Chief Executive Officer of NRG Media, LLC, headquartered in Cedar Rapids, Iowa, a position that she has held since 2005. NRG Media, LLC is a broadcast group consisting of 42 analog radio stations and 20 digital streaming radio stations in the Midwest. Ms. Quass also served on the board of directors for Van Meter Inc., a distributor of electrical and mechanical supplies, services and solutions in Cedar Rapids, Iowa, and the Cedar Rapids, Iowa, region of U.S. Bank. Ms. Quass’ service extends to community boards as Chair for Mercy Medical Center in Cedar Rapids, Iowa and Trustee of United Way East Central Iowa. Ms. Quass is involved in professional organizations including service on the Board of Directors and Executive Committee of the National Association of Broadcasters and the Radio Advertising Bureau Executive Committee, and as Treasurer of the QMac IBA Foundation and past Chair of the Iowa Broadcasters Association. Ms. Quass has been recognized by the broadcast industry as one of the 40 Most Powerful Broadcasters (2005-2010). In 2017, Ms. Quass was recognized by the Radio Industry, receiving the Radio Wayne "Americas Best Broadcaster Award and MIW Trailblazer Award given to Outstanding Women leaders. In 2019, Ms. Quass received the National Association of Broadcasters National Radio Award. Ms. Quass has a very strong understanding of the insurance industry in general and our business operations in particular due to her service on our Board of Directors.

Mary K. Quass

Age 69

Director since 1998

Mr. Skogman possesses a strong business background. Since 1990, he has served as President of Skogman Construction Co. of Iowa, a company that specializes in residential construction and real estate sales, primarily in Cedar Rapids, Iowa. Skogman Homes has built over 6,200 homes since Mr. Skogman became President. Mr. Skogman also owns an interest in a property-casualty insurance agency. He was inducted into the Cedar Rapids Area Homebuilders Association Hall of Fame in 2008. He serves on the Board of Directors of the National Czech and Slovak Museum and Mercy Medical Center in Cedar Rapids, Iowa.

Kyle D. Skogman

Age 69

Director since 2000

The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for 2020 and has directed that management submit the selection of the independent registered public accounting firm to shareholders for ratification at the Annual Meeting. Ernst & Young LLP has served as our independent registered public accounting firm since 2002. Representatives from Ernst & Young LLP will attend the Annual Meeting, will have the opportunity to make a statement if they wish to do so, and will be available to respond to appropriate shareholder questions. Although shareholder ratification of the appointment of our independent registered public accounting firm is not required by our Articles of Incorporation, Bylaws or otherwise, the Board of Directors is seeking ratification as a matter of good corporate governance. The Audit Committee will consider the outcome of this vote in future deliberations regarding the appointment of our independent registered public accounting firm.

(1)Audit Fees. “Audit” fees consist of fees for professional services rendered for the audit of United Fire Group, Inc.’s Consolidated Financial Statements and internal control over financial reporting, review of the interim Consolidated Financial Statements included in quarterly reports, services that are normally provided by the independent registered public accounting firm in connection with statutory or regulatory filings or engagements, and services that generally only the independent registered public accounting firm can reasonably provide.

The Audit Committee reviews United Fire Group, Inc.’s financial reporting process on behalf of the Board of Directors. Management has primary responsibility for the financial statements and the reporting process, including the system of internal controls. In accordance with standards established by the Public Company Accounting Oversight Board (United States), Ernst & Young LLP, our independent registered public accounting firm, is responsible for performing an audit of United Fire Group, Inc.’s Consolidated Financial Statements, assessing the effectiveness of United Fire Group, Inc.’s internal control over financial reporting and issuing reports thereon. The Audit Committee monitors these processes. The Audit Committee consists entirely of independent directors and operates pursuant to a charter adopted by it and by the Board of Directors. The Audit Committee met four times during 2019.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited Consolidated Financial Statements be included in United Fire Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019, for filing with the Securities and Exchange Commission. The Audit Committee appointed Ernst & Young LLP as United Fire Group, Inc.’s independent registered public accounting firm for the year ending December 31, 2020 and recommends that the shareholders ratify the appointment.

Our Board of Directors has adopted, subject to shareholder approval, an amendment to the 2005 Non-Qualified Non-Employee Director Stock Option and Restricted Stock Plan (the “Director Plan”) to: (a) increase from 300,000 to 450,000 the number of shares that may be issued under the Director Plan; (b) extend the life of the Director Plan from December 31, 2020 to December 31, 2029; and (c) allow for the grant of awards of restricted stock units ("RSUs"). The amendment also renames the Director Plan as the United Fire Group, Inc. Non-Employee Director Stock Plan. The amendment to the Director Plan will become effective upon shareholder approval. The following summary description of the Director Plan, as proposed to be amended, is qualified in its entirety by reference to the full text of the Director Plan, as amended, which is attached to this Proxy Statement as App endix A.

The Director Plan authorizes the Board of Directors to grant to non-employee directors awards of restricted stock, RSUs settled in shares of our common stock, and non-qualified stock options to purchase our common stock. Such awards may be granted alone, in tandem, or in addition to other awards. The purpose of the Director Plan is to advance the interests of our Company through the attraction, motivation, and retention of qualified non-employee directors. The Director Plan provides a means for non-employee directors to increase their equity ownership of our Company. By increasing their equity ownership, their economic interests will more closely align with those of our other shareholders, and the non-employee directors will have an additional incentive to contribute to our Company’s success.

The Director Plan previously reserved 300,000 shares of common stock that the Board of Directors could allocate between awards of non-qualified stock options and awards of restricted stock. As of December 31, 2019, only 34,863 shares remained available to be awarded under the Director Plan; and awards covering 47,554 shares were outstanding under the Director Plan. The proposed amendment increases the number of shares that may be issued under the Director Plan from 300,000 to 450,000. If the shareholders approve the amendment to the Director Plan, the Board of Directors will be able to grant awards with respect to an additional 150,000 shares of common stock without again seeking approval from the shareholders. On March 23, 2020, the closing sales price per share of our common stock as reported on NASDAQ was $29.46.

Awards under the Director Plan may be granted only to non-employee directors, as recommended by the Compensation Committee and approved by the Board of Directors. As of March 23, 2020, there were 10 non-employee directors eligible to receive awards pursuant the Director Plan. In granting awards to directors, our Compensation Committee takes into account the duties of the directors, their present and potential contribution to our success and the success of our subsidiaries, and other factors that our Compensation Committee deems relevant in connection with accomplishing the purposes of the Director Plan. See Director Compensat ion in this proxy statement for a description of our directors’ compensation program.

The Compensation Committee or the Board of Directors may grant awards of restricted stock or RSUs for such consideration as they may determine, including cash, cash equivalents, full-recourse promissory notes, past services and future services, provided that to the extent an award of restricted stock consists of newly issued restricted stock or to the extent shares of common stock underlying an award of RSUs are to be newly issued, the director must furnish consideration having a value not less than the par value of the restricted stock or shares of common stock, as applicable.

Notwithstanding any restrictions set forth in any award agreement, all awards will become immediately vested and exercisable upon the occurrence of a change in control (as defined in the Director Plan). A change in control will occur if: (i) any person becomes the beneficial owner, directly or indirectly, of 20% or more of the combined voting power of our outstanding securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors; (iii) a merger, share exchange or consolidation with any other company is consummated, other than a merger, share exchange or consolidation that would result in the voting securities outstanding immediately prior thereto continuing to represent at least 50% of the combined voting power of the surviving entity outstanding immediately after such merger, share exchange or consolidation, or our shareholders approve a plan of complete liquidation or an agreement for the sale or disposition by us of all or substantially all our assets.

Upon the death of a director or the retirement of a director from the Board of Directors, that director’s options whose terms have not expired become fully vested and immediately exercisable. If a director dies during the term of an option without having fully exercised the option, the executor or administrator of the director’s estate or the person who inherits the right to exercise the option by bequest or inheritance shall have the right at any time following the director’s death until the expiration date of the option to exercise the option. Upon the death of the transferee of an option transferred upon the death of a director, the transferee’s executors, administrators or beneficiaries may exercise the option for a period of one year following the date of the transferee’s death, provided that in no event may an option be exercised after its expiration date. Upon the retirement, disability or death of a director or in special circumstances, the Board of Directors may waive restrictions with respect to that director’s restricted stock or RSUs.

The grant of a stock option under the Director Plan will create no income tax consequences to the non-employee director or to us. A director who is granted a non-qualified stock option will generally recognize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the common stock acquired at such time over the exercise price. We will generally be entitled to a deduction in the same amount and at the same time as ordinary income is recognized by the non-employee director. A subsequent disposition of the common stock will give rise to capital gain or loss to the extent the amount realized from the sale differs from the exercise price of the option.

A director will not recognize taxable income at the time restricted stock is granted and we will not be entitled to a tax deduction at that time, unless the director makes an election to be taxed at that time. If such election is made, the director will recognize compensation taxable as ordinary income at the time of the grant in an amount equal to the excess of the fair market value for the shares at such time over the amount, if any, paid for those shares. If such election is not made, the director will recognize compensation taxable as ordinary income at the time the restrictions constituting a substantial risk of forfeiture lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for those shares. The amount of ordinary income recognized by making the above-described election or upon the lapse of restrictions constituting a substantial risk of forfeiture is generally deductible by the Company.

The Board of Directors may at any time amend or discontinue the Director Plan, provided the Board of Directors may not, without shareholder approval, (i) decrease the exercise price for shares under a stock option to less than 100% of the fair market value of the shares on the date the option is granted, as defined in the Director Plan, (ii) change the class of persons to whom awards may be made pursuant to the Director Plan, (iii) provide for awards to be exercisable more than 10 years after the date granted, or (v) increase the number of shares to be reserved for awards granted pursuant to the Director Plan. In addition, the Board of Directors may not revoke or alter the terms of any award previously granted pursuant to the Director Plan with the impacted director's consent.

The Board of Directors believes that United Fire Group, Inc.’s executive compensation program is designed to meet the objectives discussed in the Compensation Discussion and Analysis section of this proxy statement. Accordingly, the Board recommends that shareholders vote in favor of the following resolution: “RESOLVED, that the compensation paid to United Fire Group, Inc.’s named executive officers as described in the proxy statement under Executive Compensation, including the Compensation Discussion and Analysis section, the compensation tables and other narrative disclosure, contained therein, is hereby APPROVED.”


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (#)				Percent of Class (%)
Common	BlackRock, Inc. 55 East 52nd St New York NY 10055	3,335,704	(1)	13.4	%
Common	Dee Ann McIntyre 1218 Bishops Lodge Rd Santa Fe NM 87501-1099	2,997,102	(2)	12.0	%
Common	The Vanguard Group 100 Vanguard Blvd Malvern PA 19355	2,256,554	(3)	9.0	%
Common	Dimensional Fund Advisors LP 6300 Bee Cave Rd Austin TX 78746	1,941,999	(4)	7.8	%
Common	EARNEST Partners LLC 1180 Peachtree St NE Ste 2300 Atlanta GA 30309	1,524,477	(5)	6.1	%


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (#) (1)			Percent of Common Stock Outstanding (%)
John-Paul E. Besong	11,968	(2)	*
Scott L. Carlton	128,580	(3)	*
Brenda K. Clancy	4,006	(4)	*
Christopher R. Drahozal	887,473	(5)	3.55
Barrie W. Ernst	70,275	(6)	0.28
Jack B. Evans	60,686	(7)	*
Dawn M. Jaffray	28,518	(8)	0.11
Lura E. McBride	100	(9)	*
George D. Milligan	40,622	(10)	*
James W. Noyce	18,355	(11)	*
Mary K. Quass	27,436	(12)	*
Randy A. Ramlo	244,195	(13)	0.98
Neal R. Scharmer	39,400	(14)	0.16
Kyle D. Skogman	38,786	(15)	*
Susan E. Voss	8,277	(16)	*
Michael T. Wilkins	112,080	(17)	0.45
All directors and executive officers as a group	1,720,757		6.89

(1)The inclusion in this table of any shares shown as beneficially owned does not constitute admission of beneficial ownership. None of the shares disclosed in the table are pledged as security. In computing the number of shares of Company Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares Company Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days from March 23, 2020, and Company Common Stock issuable upon the vesting of restricted stock units ("RSU") within 60 days from March 23, 2020, to be outstanding. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b) (1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c)
Equity Compensation Plans Approved by Security Holders	1,062,164	(2)	35.39	869,773	(3)
Equity Compensation Plans Not Approved by Security Holders	—		—	—
Total	1,062,164			869,773

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities (collectively “Reporting Persons”) to file initial reports of ownership and reports of changes in ownership of Company Common Stock and other equity securities with the SEC. SEC regulations require us to identify in this proxy statement any Reporting Person who failed to timely file a report during the most recent calendar year. Based solely on our review of copies of reports filed under Section 16(a) and written representations made to us by Reporting Persons, we believe that all applicable filing requirements were complied with for the fiscal year ended December 31, 2019 with the following exception: on February 15, 2019,

Below is a brief summary of our fiscal year 2019 financial performance. The numbers below are presented according to U.S. Generally Accepted Accounting Principles ("GAAP"). The combined ratio is the property and casualty industry standard measure of underwriting profitability. A combined ratio under 100% indicates that an insurance company is generating an underwriting profit and a combined ratio over 100% indicates that an insurance company is generating an underwriting loss. In 2019, we produced a GAAP combined ratio of 109.0% (103.1% excluding catastrophe losses).

In 2019, we declared and paid cash dividends of $1.30 per share to shareholders. We have paid a quarterly dividend every quarter since March 1968. In 2019, we also repurchased 258,756 shares of our Company Common Stock at an average cost of $45.22 per share and a total cost of $11.7 million. We are authorized by our Board of Directors to purchase an additional 1,857,444 shares of Company Common Stock under our current share repurchase program, which expires in August 2020. The amount and timing of any future repurchases will be at management’s discretion.

•Performance. The Compensation Committee has tied the compensation of our named executive officers to the Company’s achievement of pre-established performance goals. The Compensation Committee considers the individual’s contribution to Company performance and, where applicable, to the performance of his or her functional area. The Compensation Committee and Board of Directors believe that tying each named executive officer’s compensation to the achievement of pre-established performance goals creates an incentive for the executive to achieve the Company’s objectives and further align his or her interests with our shareholders.


•	Ambac Financial Group, Inc. #	•	Navigators Group Inc.
•	Amerisafe, Inc.	•	ProAssurance Corporation
•	Argo Group International Holdings Ltd	•	RLI Corporation
•	Donegal Group Inc.	•	Safety Insurance Group Inc.
•	EMC Insurance Group Inc.	•	Selective Insurance Group Inc.
•	Employers Holdings Inc.	•	State Auto Financial Corporation
•	Global Indemnity Limited #	•	Stewart Information Services
•	Horace Mann Educators Corporation	•	United Insurance Holdings Corp. #
•	Infinity Property & Casualty Corporation	•	Universal Insurance Holdings, Inc.
•	Kemper Corporation

FW Cook's Analysis compared the total direct compensation of our named executive officers to the average of median market data from the comparison group and the industry survey data. While the Compensation Committee reviewed FW Cook's Analysis to evaluate the market competitiveness of the executive compensation program, the Compensation Committee also considered a number of other factors in evaluating the 2019 overall compensation of our named executive officers. These other factors included: (a) the Company’s recent performance; (b) the executive’s experience, responsibilities and role in Company culture; (c) our existing compensation structure; and (d) the relationship in compensation between our named executive officers and our other employees.

We believe that the design and objectives of our compensation program for named executive officers provides an appropriate balance of fixed compensation (base salary) and at-risk compensation (incentives). Total direct compensation of our named executive officers is intended to provide a balanced program that encourages the named executive officers to take appropriate risks aimed at improving Company performance and enhancing long-term shareholder value, while avoiding inappropriate risks. In this regard, our compensation program for named executive officers includes, among other things, the following design features:

The Compensation Committee refer to the principles discussed under Compensation and Benefits Philosophy to guide it in determining and implementing compensation programs for our named executive officers. For named executive officers other than our Chief Executive Officer, the Compensation Committee receives and reviews Mr. Ramlo’s recommendations as described above and makes recommendations to the full Board of Directors. The full Board of Directors then acts on these recommendations to set the compensation of our named executive officers.

•The Compensation Committee considers the compensation principles discussed under the heading Compensation and Benefits Philosophy as well as each of the Company’s compensation elements, and reviews market data and recommendations from the executive compensation study prepared by FW Cook. Based on that consideration and review, it annually recommends to the Board of Directors the base salary, annual incentive compensation and long-term incentive awards for our Chief Executive Officer. The Board of Directors reviews and considers the proposals of the Compensation Committee and makes its final determination based on what it believes to be in the interests of the Company and our shareholders.

During 2019, the Compensation Committee engaged FW Cook to advise it on compensation matters for our named executive officers. FW Cook reported directly to the Compensation Committee and provided services related to named executive officer compensation. Management did not participate in the selection process and did not recommend FW Cook, nor did management participate in specific matters assigned to FW Cook by the Compensation Committee. Although particular assignments may vary, compensation consultant engagements by the Compensation Committee have generally included:

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

Element

Type

Form

Period

Purpose

Annual Base Salary

Fixed

Cash

Ongoing

Attract and retain; recognize individual performance

Annual Incentive Plan ("AIP")

Variable

Cash

1 year

Short-term company performance

Long Term Incentive Plan ("LTIP")

Variable

Stock Options

time-based

3-year pro rata

Shareholder alignment, long-term value creation and retention; represents 25% of total award opportunity

RSUs

time-based

3-year cliff

Shareholder alignment, long-term value creation and retention; represents 25% of total award opportunity

PSUs

performance-based

3-year cliff

Long-term company performance, shareholder alignment and retention; represents 50% of total award opportunity


Name and Principal Position	2018 Base Salary ($)	2019 Base Salary ($)	Change in Base Salary (%)
Randy A. Ramlo – President/Chief Executive Officer	800,000	800,000	—
Michael T. Wilkins – Executive Vice President/Chief Operating Officer	490,000	490,000	—
Dawn M. Jaffray – Senior Vice President/Chief Financial Officer	440,000	460,000	4.5
Barrie W. Ernst – Vice President/Chief Investment Officer	375,000	375,000	—
Neal R. Scharmer – Vice President/General Counsel/Corporate Secretary	327,000	335,000	2.4

The Compensation Committee’s philosophy concerning short-term incentives and the application of that philosophy to determine cash-based compensation remained unchanged from 2018. We have an Annual Incentive Plan ("AIP") that provides annual performance-based cash awards to all Company employees, including all of our named executive officers. The AIP ties a portion of each employee’s annual compensation directly to our financial performance. Our objective in using the AIP is to provide a strong financial incentive for all employees to achieve corporate and functional area goals.

To determine the amount of performance-based cash awards for each named executive officer, we used four performance measures that are defined further below: (1) adjusted return-on-equity; (2) premium growth rate; (3) pure loss ratio; and (4) underwriting expense ratio. As illustrated in the table below, we weight each performance measure and establish threshold, target and maximum performance goals for each performance measure, with increasingly higher awards for attaining increasingly higher performance. Each named executive officer can receive a performance-based cash award for each performance measure. We pay no performance-based cash award for a performance measure if the threshold goal for that measure is not achieved, unless the Compensation Committee exercises discretion.

Adjusted ROE – Adjusted return-on-equity ("Adjusted ROE") means return-on-equity, calculated in accordance with GAAP, excluding the impact of unrealized gains and losses on investments. The Compensation Committee chose Adjusted ROE as an AIP performance measure because ROE is a key performance indicator in our industry watched closely by investors. Since Adjusted ROE is a function of both income and shareholders' equity, it encourages management to focus on objectives that are important for creating shareholder value, including the quality and profitability of our underwriting activities and capital management.

Underwriting Expense Ratio – The Compensation Committee chose Underwriting Expense Ratio as an AIP performance measure because we are more likely to achieve profitability and value for our shareholders when we keep expenses in line with our established guidelines. Underwriting Expense Ratio means all underwriting-related expenses (e.g. agent commissions, employee compensation, premium taxes, marketing, etc.) divided by written premium in accordance with statutory items paid, pursuant to Statutory Accounting Principles, excluding accruals.

The Compensation Committee annually reviews the threshold, target and maximum goals for each performance measure in order to evaluate whether they remain rigorous and aligned with shareholder interests. Management presents recommendations to the Compensation Committee regarding whether goals should be adjusted. AIP goals are designed to be challenging, but achievable, given the economic and market conditions at the time the goals were set, with achievement at the maximum goals designed to be difficult. For 2019, the Compensation Committee decreased the goals for the Adjusted ROE and Premium Growth Rate performance measures. The Compensation Committee replaced the Loss Ratio performance measure with a Pure Loss Ratio performance measure, with goals adjusted accordingly. The Underwriting Expense Ratio remained unchanged.

Deep Customer Connections Opportunity Index (Three-Year Cumulative) ("DCC Score") – The Compensation Committee chose four elements of the Deep Customer Connections Opportunity Index as an LTIP performance measure because a strong relationship with our agents is fundamental to our long-term success. Deep Customer Connections surveys our agents to evaluate the quality of our service. Scores are presented for particular elements in the Opportunity Index. The Compensation Committee chose four elements from the surveys to focus on for this performance measure: (a) "Is Responsive in Underwriting;" (b) "Is Flexible in Underwriting;" (c) "Provides Effective, User-Friendly Technology;" and (d) "Quote & Issue Policies without Rework." The survey is performed at least every-other-year. For purposes of calculating the three-year cumulative score, the score of the prior year will be reused for years where no survey was performed.

The Compensation Committee annually reviews the threshold, target and maximum goals for each performance measure of the PSUs in order to evaluate whether they remain rigorous and aligned with shareholder interests. Management presents recommendations to the Compensation Committee regarding whether goals should be adjusted. The performance goals established for the 2019 PSU grant were designed to be challenging, but achievable, given the economic and market conditions at the time the goals were set, with vesting at the maximum goal designed to be difficult. For 2019, the Compensation Committee did not recommend changing any goals compared to the prior year.

We believe the insurance and retirement benefit plans we sponsor are an important part of fair and reasonable compensation for all of our employees, including our named executive officers. We design these benefit plans to attract and retain a strong employee base, to provide a measure of financial security for our employees and to assist our employees in providing for their own financial security in a manner that recognizes individual needs and preferences. We also provide these programs because we believe that employees who have a plan for health and financial security are better employees. We apply these programs equally to all employees. Our benefit plans consist of an insurance plan that provides health, vision, dental, disability and basic term life insurance coverage and various retirement plans, including a defined-benefit pension plan and a 401(k) plan with a Company match. The pension plan is discussed further under Pension Benefits below.

The United Fire & Casualty Company Supplemental Executive Retirement and Deferral Plan ("SERP") permits certain of our executive officers, including named executive officers, the opportunity to save a portion of their direct compensation for retirement. The SERP allows the Company to make contributions to participants' accounts. In 2019, employer contributions were made for all of the named executive officers. The contributions are calculated to restore the gap between what the selected executives would receive from the defined-benefit pension plan, in the absence of IRS compensation limits. For an executive to receive these contributions, their respective deferral in the SERP must comprise one-fourth of the calculated amount. We believe this plan and its associated vesting is an important tool to retain our executive officers. For amounts deferred after December 31, 2014, (a) any employer contribution made to a participant’s account follows a predetermined vesting schedule, and become 100% vested upon reaching age 65, death, disability, or change in control, and (b) the deferring executive officers may elect to receive their benefits as a lump sum or as annual installments over a 10-year period. The SERP is discussed further under Nonqualified Deferred Compensation below.

We do not rely upon perquisites as a method of providing significant compensation to any of our employees, preferring instead to use direct compensation and incentive plans. We provide only those perquisites that are related to our business or that we believe are necessary to attract and retain key executive personnel. For 2019, we paid for country club dues for three of our named executive officers so they have a club available for business entertainment on our behalf. Perquisites and other personal benefits paid to a named executive officer are reported in the All Other Compensation column of the Summary Compensation Table – 2019.

We believe that ownership of Company Common Stock by our executive officers, including our named executive officers, promotes the alignment of their interests with those of our Company and our shareholders. A Board of Directors policy sets forth guidelines for stock ownership by certain of our executive officers, including our named executive officers. These guidelines include target levels of stock ownership for each covered executive officer. The goal of these guidelines is to have our executive officers, including our named executive officers, hold a meaningful stake in our Company.

(1)Equity ownership targets for Mr. Ramlo as a Tier 3 executive were increased in 2019, and calculated as the number of shares equal to four times his base salary on August 16, 2019 divided by the closing price of Company Common Stock on August 16, 2019. Equity ownership targets for Michael T. Wilkins as a Tier 2 executive were calculated as the number of shares equal to one and one-half times his base salary on January 1, 2014 divided by the closing price of Company Common Stock on December 31, 2013. Equity ownership targets for Dawn M. Jaffray as a Tier 2 executive were calculated as the number of shares equal to one and one-half times her base salary on May 10, 2016 divided by the closing price of Company Common Stock on May 10, 2016. Equity ownership targets for executive officers in Tier 1 were calculated as the number of shares equal to their base salary on January 1, 2014 divided by the closing price of our Company Common Stock on December 31, 2013.


Name and Principal Position	Year	Salary ($)	Bonus ($) (1)	Stock Awards ($) (2)	Option Awards ($) (3)	Non-Equity Incentive Plan Compensation ($) (4)	Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) (5)	All Other Compensation ($) (6)	Total ($)
Randy A. Ramlo	2019	800,000	—	468,725	187,500	256,000	310,398	244,046	2,266,669
President, CEO	2018	800,000	981,428	551,033	181,252	366,240	—	251,326	3,131,279
		2017	784,616	—	677,489	352,475	246,075	304,172	259,024	2,623,851
Michael T. Wilkins	2019	490,000	—	249,922	100,006	117,600	343,565	111,557	1,412,650
EVP, COO	2018	490,000	461,299	227,985	75,001	192,276	—	142,096	1,588,657
		2017	480,577	—	316,940	166,914	115,939	277,804	105,551	1,463,725
Dawn M. Jaffray	2019	460,000	—	218,722	87,494	110,400	81,335	43,051	1,001,002
EVP, CFO	2018	440,000	258,871	227,985	75,001	172,656	28,852	43,001	1,246,366
		2017	440,000	30,007	303,222	153,221	106,150	52,712	30,276	1,115,588
Barrie W. Ernst	2019	375,000	—	156,269	62,496	46,875	198,830	54,292	893,762
VP, Chief Investment Officer	2018	375,000	304,135	189,945	62,501	111,094	67,721	51,564	1,161,960
		2017	367,789	—	240,523	115,520	49,725	176,393	43,654	993,604
Neal R. Scharmer	2019	335,000	—	93,653	37,497	54,438	267,789	47,608	835,985
VP, General Counsel, Secretary	2018	327,000	217,226	113,950	37,500	81,685	54,590	47,558	879,509
		2017	320,712	—	160,866	85,904	32,460	262,927	37,584	900,453

(1)Amounts in this column for 2018 include a discretionary bonus related to closing the sale of our subsidiary United Life Ins. Co. that was paid as follows: Mr. Ramlo $25,000; Mr. Wilkins $15,000; Ms. Jaffray $15,000; and Mr. Scharmer $10,000. Further, amounts in this column for 2019 include a discretionary bonus related to the beneficial impact of the Tax Cuts and Jobs Act that was paid as follows: Mr. Ramlo $153,340; Mr. Wilkins $72,247; Ms. Jaffray $66,147; Mr. Ernst $60,820; and Mr. Scharmer $36,160. Additionally, amounts in this column for 2018 include a discretionary bonus intended to mitigate the dilutive effects of the August 20, 2018 special dividend on equity awards that was paid as follows: Mr. Ramlo $803,088; Mr. Wilkins $374,052; Ms. Jaffray $134,652; Mr. Ernst $243,315; and Mr. Scharmer $171,066. Because the United Fire Group, Inc. Stock Plan did not contemplate a one-time special dividend, the board approved this discretionary bonus to protect employees as the share price was expected to decline due to the one-time special dividend. Finally, for Ms. Jaffray, this column also includes a retention bonus of $43,072 paid to Ms. Jaffray in 2018.

(2)Amounts in this column represent the aggregate grant date fair value for PSUs and RSUs, as applicable, granted during 2019, 2018 and 2017. Amounts in this column are calculated in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. The grant date fair value for stock awards is measured based on the closing price of our Company Common Stock on the grant date, and the probable satisfaction of the performance conditions for the PSU awards as of the date of grant. Assuming the highest level of performance is achieved for the 2019 PSUs, the maximum value of amounts in this column at the grant date would be as follows: Mr. Ramlo, $562,486; Mr. Wilkins, $300,004; Ms. Jaffray, $262,483; Mr. Ernst, $187,523; and Mr. Scharmer, $112,481. The values shown have not been adjusted to reflect that these units are subject to forfeiture. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(3)Amounts in this column represent the aggregate grant date fair value for options granted during 2019, 2018 and 2017. Amounts in this column are calculated in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. To calculate the option amounts we use the Black-Scholes option pricing model. This model estimates the fair value of traded options, which have different characteristics than employee stock options. Changes to the subjective assumptions used in the model can result in materially different fair value estimates. The values shown have not been adjusted to reflect that these units are subject to forfeiture. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(5)The 2019 amount in this column reflects the change in pension value under the United Pension Plan that is described further in the Pension Benefits section and above market earnings under the Company's nonqualified deferred compensation plan. For Mr. Ramlo and Mr. Wilkins the 2018 amount is reported as $0 because each incurred negative changes in pension value of $14,113 for Mr. Ramlo and $23,777 for Mr. Wilkins. The 2019 amount for Mr. Ramlo includes $3,176 in above market deferred compensation earnings. The 2019 amount in this column for Mr. Wilkins includes $1,616


Name	Grant Date			Estimated future payouts under non-equity incentive plan awards					Estimated future payouts under equity incentive plan awards				All other stock awards: number of shares of stock or units (#)	All other option awards: number of securities underlying options (#)	Exercise or base price of option awards ($/sh)	Grant date fair value of stock and option awards ($) (5)
						Threshold ($) (1)	Target ($) (2)	Maximum ($) (3)	Threshold (#) (4)	Target (#)	Maximum (#)
Randy A. Ramlo	2/15/2019	(6)								14,461	54.26	187,500
	2/15/2019	(7)				864	6,911	10,367				281,202
	2/15/2019	(8)							3,456			187,523
	—	(9)	64,000	640,000	960,000
Michael T. Wilkins	2/15/2019	(6)								7,713	54.26	100,006
	2/15/2019	(7)				461	3,686	5,529				149,920
	2/15/2019	(8)							1,843			100,001
	—	(9)	29,400	294,000	441,000
Dawn M. Jaffray	2/15/2019	(6)								6,748	54.26	87,494
	2/15/2019	(7)				403	3,225	4,838				131,201
	2/15/2019	(8)							1,613			87,521
	—	(9)	27,600	276,000	414,000
Barrie W. Ernst	2/15/2019	(6)								4,820	54.26	62,496
	2/15/2019	(7)				288	2,304	3,456				93,761
	2/15/2019	(8)							1,152			62,508
	—	(9)	9,375	187,500	281,250
Neal R. Scharmer	2/15/2019	(6)								2,892	54.26	37,497
	2/15/2019	(7)				173	1,382	2,073				56,159
	2/15/2019	(8)							691			37,494
	—	(9)	4,188	167,500	251,250

(5)Amounts in this column represent the aggregate grant date fair value for stock options, RSUs and PSUs granted during 2019, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation. To calculate the option amounts, we use the Black-Scholes option pricing model. This model estimates the fair value of traded options, which have different characteristics than employee stock options. Changes to the subjective assumptions used in the model can result in materially different fair value estimates. The grant date fair value for RSU and PSU awards is measured based on the closing price of our Company Common Stock on the grant date and the probable satisfaction of the performance conditions for the PSU awards as of the date of grant. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2019.


	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($/Sh)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested ($)
Randy A. Ramlo	3,000	—	22.42	5/19/2020		8,371	(7)	366,064	8,092	(14)	353,863
	17,800	—	20.54	2/18/2021		8,328	(8)	364,183	6,911	(15)	302,218
	18,609	—	23.96	2/16/2023		4,598	(9)	201,071
	29,624	—	29.61	2/21/2024		3,844	(10)	168,098
	39,254	9,813	29.12	2/20/2025	(1)	4,046	(11)	176,932
	23,674	15,782	39.91	2/19/2026	(2)	3,456	(12)	151,131
	7,780	11,671	41.32	2/17/2027	(3)	6,907	(13)	302,043
	10,692	5,346	42.27	3/24/2027	(4)
	6,844	13,688	44.80	2/23/2028	(5)
	—	14,461	54.26	2/15/2029	(6)
Michael T. Wilkins	3,000	—	20.54	2/18/2021		4,117	(7)	180,036	3,348	(14)	146,408
	3,000	—	23.96	2/16/2023		4,128	(8)	180,517	3,686	(15)	161,189
	12,000	—	29.61	2/21/2024		2,225	(9)	97,299
	19,306	4,826	29.12	2/20/2025	(1)	1,774	(10)	77,577
	11,734	7,823	39.91	2/19/2026	(2)	1,674	(11)	73,204
	3,764	5,647	41.32	2/17/2027	(3)	1,843	(12)	80,594
	4,935	2,467	42.27	3/24/2027	(4)	3,188	(13)	139,411
	2,832	5,664	44.80	2/23/2028	(5)
	—	7,713	54.26	2/15/2029	(6)
Dawn M. Jaffray	3,158	6,317	39.91	2/19/2026	(2)	3,333	(8)	145,752	3,348	(14)	146,408
	1,602	4,805	41.32	2/17/2027	(3)	1,893	(9)	82,781	3,225	(15)	141,029
	2,468	2,467	42.27	3/24/2027	(4)	1,774	(10)	77,577
	2,832	5,664	44.80	2/23/2028	(5)	1,674	(11)	73,204
	—	6,748	54.26	2/15/2029	(6)	1,613	(12)	70,536
						3,188	(13)	139,411
Barrie W. Ernst	9,506	—	29.61	2/21/2024		2,424	(7)	106,002	2,790	(14)	122,007
	11,367	2,842	29.12	2/20/2025	(1)	2,382	(8)	104,165	2,304	(15)	100,754
	6,772	4,514	39.91	2/19/2026	(2)	1,283	(9)	56,106
	2,171	3,257	41.32	2/17/2027	(3)	1,479	(10)	64,677
	4,113	2,056	42.27	3/24/2027	(4)	1,395	(11)	61,003
	2,360	4,720	44.80	2/23/2028	(5)	1,152	(12)	50,377
	—	4,820	54.26	2/15/2029	(6)	2,656	(13)	116,147
Neal R. Scharmer	3,769	2,442	29.12	2/20/2025	(1)	2,083	(7)	91,090	1,674	(14)	73,204
	5,915	3,944	39.91	2/19/2026	(2)	2,081	(8)	91,002	1,382	(15)	60,435
	1,982	2,974	41.32	2/17/2027	(3)	1,171	(9)	51,208
	2,467	1,234	42.27	3/24/2027	(4)	887	(10)	38,789
	1,416	2,832	44.80	2/23/2028	(5)	837	(11)	36,602
	—	2,892	54.26	2/15/2029	(6)	691	(12)	30,217
						1,594	(13)	69,706

All of our employees who are 21 years of age and older automatically participate in our defined-benefit pension plan after completing one year of employment and 1,000 hours of service. When eligibility criteria are met, the employee participates in the plan on the next January 1 or July 1. Employees become 100% vested in the plan after completing five years of service. Plan benefits equal 1.25% of an employee’s five-year average annual compensation, plus 0.5% of average annual compensation in excess of covered compensation, multiplied by the lesser of years of service or 35 years. Covered compensation is determined by reference to the Social Security taxable wage base. Average annual compensation means annual compensation, averaged over the period of five consecutive years of service that produces the highest average. In most cases, the five year measurement period is the last five years of full-time employment prior to retirement. The pension plan uses only salary to determine the average annual compensation. Under federal law, for 2019 the maximum compensation that can be considered for determining benefits was $280,000.

The normal form of payment under the pension plan is a joint and 50% survivor annuity for a participant who is married on the annuity starting date and a life annuity for a participant who is unmarried on the annuity starting date. Participants may elect to receive a monthly pension over the participant’s life or a term of up to 20 years or, if the actuarial equivalent of the annuity is $10,000 or less, in the form of a lump sum cash payment. The amount of monthly pension benefits varies depending upon the form of payment elected by the participant, but the payments are in each case the actuarial equivalent of the normal form of payment. Assets of the pension plan belong to the Company and are not taxable to the employee until paid as a benefit. Such assets are subject to a substantial risk of forfeiture until vested by the employee. Effective January 1, 2018, the pension plan was amended to allow one-time lump-sum payments in cash for vested participant balances of $50,000 or less.

For amounts deferred on or prior to December 31, 2014, (a) we pay the deferred amounts to the deferring executive officer upon termination of employment for any reason after the executive reaches age 59½, and (b) the deferring executive officer receives the benefits in monthly installments adjusted for gains or losses over a 10-year period. For amounts deferred after December 31, 2014, (a) any employer contribution made to a participant’s account follows a predetermined vesting schedule, and become 100% vested upon reaching age 65, death, disability, or change in control, and (b) the deferring executive officers may elect to receive their benefits as a lump sum or as annual installments over a 10-year period.

On May 21, 2014, the Company entered into Change in Control Severance Agreements with Messrs. Ramlo, Wilkins, Ernst and Scharmer. On May 20, 2015, the Company entered into a similar agreement with Ms. Jaffray. These agreements, among other things, provide for: (1) an 18-month non-competition agreement and (2) in the event of both a change in control and termination of employment by the Company without cause: (a) a severance benefit payable to the named executive officer in an amount equal to 1.5 times his or her highest annual base salary plus target annual incentive compensation; (b) the continuation of certain insurance benefits for a period of 18 months; (c) the full vesting of each long-term incentive award held by the named executive officer, with any performance measures deemed satisfied at the target level; and (d) certain outplacement benefits. The Compensation Committee believes that these agreements help accomplish the Company’s compensation objectives of attracting and retaining superior talent through competitive compensation. The Compensation Committee also believes that it is appropriate to provide our named executive officers with the protections afforded by these agreements and that these agreements promote management independence and help retain and focus the named executive officers in the event of a change in control.

Upon a termination of employment for any reason, our named executive officers will also receive compensation and benefits pursuant to our defined benefit pension plan and deferred compensation plan. Such plans and arrangements do not discriminate in scope, terms or operation in favor of our named executive officers. Our named executive officers are vested in the benefits available under these plans (specifically excluding the executive excess plan), and therefore do not receive any enhanced benefit as a result of any termination or change in control.

(2)Under their existing Change in Control Severance Agreements, the named executive officers are entitled to payment only if their employment is terminated by reason other than a Nonqualifying Termination. Nonqualifying Termination is defined to include (a) by the Company for cause, (b) by the named executive officer for reason other than a good reason, (c) the named executive officer's death, and (d) by the Company due to the executive's absence from the executive's duties with the Company on a full-time basis for a period of 180 consecutive days as a result of the executive's incapacity due to physical or mental illness. In addition, under the terms of the option award agreements, the vesting of unvested stock options will accelerate upon a change in control. In addition to the value associated with stock options, the figures in this column assume the accelerated vesting by the Board of Directors of all RSUs and PSUs, as applicable. For purposes of this table, we have assumed accelerated vesting of the PSUs at target.

(4)Under the terms of the existing Change in Control Severance Agreements for the named executive officers, if the payments and benefits they are entitled to receive under these agreements would result in the payment of the excise tax imposed by Section 4999 of the Internal Revenue Code, then their payments and benefits may be subject to reduction. Under their agreements, change in control payments and benefits are reduced by the minimum amount necessary to avoid federal excise tax, if the reduction would result in the named executive officers receiving a higher net after tax amount. The amounts in this column do not reflect the application of any reduction in payment or benefit according to the terms of the change in control agreements.

We do not make a payment to a participant in our annual incentive plan for a particular year unless the participant is employed by us on the date incentive payments are made, typically in March of the following year. In the case of death or retirement, and at the discretion of our Chairman of the Board and our Chief Executive Officer, we will pay an annual incentive plan payment to a participant prorated to the date of death or retirement. Amounts shown for death and retirement assume our Chairman of the Board and our Chief Executive Officer exercised their discretion to make the payment. The Change in Control Severance Agreements in place for the named executive officers state that they will be paid an amount equal to their target payment under our annual incentive plan for the year in which the change in control occurs, prorated to the date of termination. In this case, termination is presumed to occur on December 31, 2019.

Upon termination of employment due to death or retirement, the Board of Directors, may at its discretion, accelerate the vesting of any unvested option awards. In addition, under the terms of the option award agreements, the vesting of unvested stock options will accelerate upon a change in control. Amounts shown are calculated using the fair market value of the stock underlying in-the-money options that would have become exercisable on December 31, 2019, assuming that the Board of Directors accelerated the vesting of all unvested options.

For the 12-month period beginning with the 2019 Annual Meeting, all non-employee directors received a retainer for service on our Board of Directors, as described further below. The Chairman of our Board of Directors, Vice Chairman of our Board of Directors, and the chairpersons of the standing committees of our Board of Directors (other than the Executive Committee) each received an additional retainer for their service in those capacities, as described further below. Retainers are paid to the directors in four equal, quarterly installments. In addition, non-employee directors receive attendance fees for their attendance at meetings of the Board of Directors and meetings of the committees on which they serve. We also reimburse business expenses, such as travel expenses, incurred by non-employee directors in relation to their service on our Board of Directors.


Fee Type			Amount Paid ($)
Base Annual Retainer – All Directors			55,000
Additional Annual Retainer – Chairman of the Board			50,000
Additional Annual Retainer – Vice Chairman of the Board			20,000
Additional Annual Retainer – Audit Committee Chair			20,000
Additional Annual Retainer – Compensation Committee Chair			12,500
Additional Annual Retainer – Nominating and Governance Committee, Investment Committee, and Risk Management Committee Chairs			10,000
Board Meeting Attendance – Regular (per meeting)			2,500
Board Meeting Attendance – Unscheduled Meeting (per meeting)			1,000
Committee Meeting Attendance (per meeting)			1,000
Annual Equity Grant (Grant Date Fair Value) (1)			60,000
Reimbursement for travel and other expenses related to service as a director			As incurred


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1) (2)	Option Awards ($) (3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	Total Compensation ($)
John-Paul E. Besong	74,000	59,995	—	—	133,995
Scott L. Carlton	90,250	59,995	—	—	150,245
Brenda K. Clancy	82,000	59,995	—	—	141,995
Christopher R. Drahozal	92,000	59,995	—	—	151,995
Jack B. Evans	133,000	59,995	—	—	192,995
Sarah Fisher Gardial	74,000	59,995	—	—	133,995
George D. Milligan	76,000	59,995	—	—	135,995
James W. Noyce	131,000	59,995	—	—	190,995
Mary K. Quass	91,500	59,995	—	—	151,495
Kyle D. Skogman	95,000	59,995	—	—	154,995
Susan E. Voss	78,000	59,995	—	—	137,995

(1)Stock awards represented in this column vest on May 15, 2020 and are subject to forfeiture until vested. Aggregate restricted stock outstanding at December 31, 2019 for each of the following non-employee directors was: Besong – 1,300, Carlton – 1,300, Clancy – 1,300, Drahozal – 1,300, Evans – 1,300, Gardial – 1,300, Milligan – 1,300, Noyce – 1,300, Quass – 1,300, Skogman – 1,300, and Voss – 1,300. At December 31, 2019, Mr. Noyce’s plan balance under the Directors' Deferred Compensation Plan, including any accrued dividends, represented 3,702 phantom stock units.

In November 2012, the Board of Directors approved the adoption of the 2012 Deferred Compensation Plan for United Fire Group, Inc. Non-Employee Directors (“Directors’ Deferred Compensation Plan”). The Directors’ Deferred Compensation Plan allows non-employee directors the opportunity to defer up to 100% of the annual retainer fee they receive for service on our Board of Directors. All non-employee directors serving on our Board of Directors were eligible to participate in the Directors’ Deferred Compensation Plan beginning with fees paid during 2013.

In order to participate in the Directors’ Deferred Compensation Plan, each non-employee director must submit an election form by December 31 prior to the plan year for which compensation will be deferred. Thereafter, the participating director can change or terminate the election for future years by making a timely new election in the prior year. Compensation amounts deferred by non-employee directors are used to acquire “credited stock units” based on the average market price of Company Common Stock during the month the amounts are deferred. Participating directors also acquire additional credited stock units based on the quarterly dividend paid to our registered shareholders. These dividend amounts are based on each participant’s account balance at the time the dividend is paid and the closing market price of Company Common Stock on the dividend payment date. A participating director’s credited stock units are then valued on an annual basis based on the closing market price of Company Common Stock on the last trading day of each year. By tying a director’s deferred compensation to the performance of Company Common Stock, we believe this plan allows directors to acquire a more meaningful stake in our company.

The Nominating and Governance Committee follows a written policy relating to transactions involving United Fire Group, Inc. and any “related person,” as that term is defined in Item 404 of Regulation S-K under the Exchange Act. The policy sets forth our position and procedures with respect to review and approval or ratification of related person transactions. A related person transaction is defined in Item 404 of Regulation S-K under the Exchange Act to mean any transaction or series of transactions with the Company in which any related person had, has or will have a direct or indirect material interest and the amount involved exceeds $120,000. The policy requires the Nominating and Governance Committee (or the Board of Directors upon referral by the Committee) to approve or ratify any related person transactions. Related person transactions are approved or ratified only if they are determined to be in, or not inconsistent with, United Fire Group, Inc.’s best interests. The following transactions are not considered related party transactions: compensation or employment relationships required to be disclosed pursuant to Item 402 of Regulation S-K; relationships that arise only due to that person’s position as a director of another entity or due to ownership of less than 10% of another entity, or both; standard insurance agency contracts, provided the agency contracts are on the same terms as are offered to agencies unrelated to us; and insurance products issued by us or a subsidiary to a related person, provided such products are issued on the same terms as such products are offered to the public.

Pursuant to the policy, the Nominating and Governance Committee gathers information from management and directors to determine what transactions it must review, coordinates with management to monitor for potential related person transactions, and reviews all transactions that could be considered to be a transaction with a related person. The Nominating and Governance Committee does not review transactions in the normal course of business unless the transaction involves an amount in excess of $120,000. Except for pre-approved transactions, the Nominating and Governance Committee reviews all transactions that are not in the ordinary course of business that would be required to be reported under Item 404 of Regulation S-K if the amount involved exceeded $120,000.

In April 2019, our subsidiary United Fire & Casualty Company invested $7.45 million in Midwest Diversified I LLC ("MDI"), a newly formed real estate holding company. Our executive officers Randy Ramlo, Michael Wilkins and Barrie Ernst invested in MDI at the same time. Mr. Ramlo invested $150,000. Each of Mr. Wilkins and Mr. Ernst invested $200,000. Also, our director Kyle Skogman, together with his family members, invested in MDI. Mr. Skogman invested $450,000. Mr. Skogman's brother invested $500,000. Mr. Skogman's nephew invested $400,000. Mr. Skogman's niece invested $150,000. Mr. Skogman's nephew invested $100,000. An LLC owned by Mr. Skogman's son, daughter and two nephews invested $300,000. MDI's managing member is an unrelated party and is the single decision maker.

The purpose of this Non-Employee Director Stock Plan (the “Plan”) is to advance the interests of United Fire Group, Inc. (the “Company”) through the attraction, motivation and retention of qualified non-employee directors. The Plan will provide a means for non-employee directors to increase their equity ownership of the Company. By increasing their equity ownership of the Company, the economic interests of the non-employee directors will more closely align with those of all other shareholders of the Company, and the non-employee directors will have an additional incentive to contribute to the success of the Company and the Affiliated Companies. This is an amendment and restatement of the terms of the Predecessor Plan Document, effective as of February 21, 2020.

2. during any period of two consecutive years (not including any period prior to the adoption of the Plan), individuals who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors (This clause II shall not apply to a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (1) or (3) of this definition.); or

3. consummation of a merger, share exchange or consolidation of the Company with any other company, other than a merger, share exchange or consolidation that results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of such surviving entity outstanding immediately after such merger, share exchange or consolidation or consummation of a plan of complete liquidation of the Company or consummation of the sale or disposition by the Company of all or substantially all the Company’s assets.

4. if Common Stock is not publicly traded on such date, the value of a Share as established by the Board of Directors acting in good faith and taking into consideration all factors which it deems appropriate, including, without limitation, recent sale or offer prices for the Common Stock in private arm’s-length transactions. During periods when the Fair Market Value of a Share cannot be determined under any of the methods specified in clauses (1), (2) and (3), above, the Board of Directors shall have the authority to establish the Fair Market Value of the Common Stock as of the beginning of (or periodically during) each fiscal year of the Company and to use such value for all transactions occurring thereafter within such fiscal year.

E. All distributions under the Plan are subject to withholding of taxes if and when legally required. If withholding of taxes is required, the Board of Directors may condition the delivery of any Shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. The Board of Directors, in its discretion, and subject to such requirements as the Board of Directors may impose prior to the occurrence of such withholding, may permit any applicable withholding obligation to be satisfied through cash payments, through the surrender of Shares that the Grantee already owns, or through the surrender of Shares to which the Grantee is otherwise entitled under the applicable Award Agreement.

Board of Directors may allocate in any manner between Options, Restricted Stock, and Restricted Stock Units. To determine the number of Shares available at any time for the granting of Awards, there shall be deducted from the total number of reserved Shares, the number of Shares subject to Awards granted pursuant to the Plan. The Shares to be issued in connection with Awards made pursuant to the Plan shall be made available from the authorized and unissued Shares or shares subsequently acquired by the Company as treasury shares. If for any reason Shares as to which an Award has been made are forfeited, terminate, expire, settled in cash or cease to be subject to purchase pursuant to the Award, then such Shares again shall be available for issuance in connection with Awards made pursuant to the Plan.

C. Subject to the other limitations set forth in the Plan, each Option may be exercisable for a term of up to 10 years from the Date of Grant (or such shorter period as specified in the Option Agreement). On the Date of Grant, the Board of Directors shall determine the Option Expiration Date of each Option, provided however, if the Board of Directors does not establish the Option Expiration Date, the Option Expiration Date shall be the date that is 10 years from the Date of Grant. Options shall expire and all rights granted by Option Agreements shall become null and void on the Option Expiration Date stated in the Option Agreement.

D. The Board of Directors may provide in the Option Agreement that the right to exercise each Option for the number of shares subject to each Option shall vest over such period as the Board of Directors, in its discretion, shall determine for each Grantee. If the Board of Directors does not designate a vesting schedule, the Option granted to the Option holder shall not be exercisable until one (1) year after the Date of Grant, at which time the Option will be fully exercisable. Notwithstanding the foregoing, each Option Agreement shall provide that upon the occurrence of a Change in Control of the Company, all Options then outstanding shall become immediately exercisable.

E. Options shall be non-transferable and non-assignable, except that a Grantee may transfer Options by testamentary instrument or by the laws of descent and distribution. Notwithstanding the foregoing, the Board of Directors may set forth in the Option Agreement on the Date of Grant or thereafter, that the Grantee may transfer the Option to members of the Grantee’s immediate family, to trusts solely for the benefit of such immediate family members and to partnerships in which such family members and/or trusts are the only partners. For this purpose, immediate family means the Grantee’s spouse, parents, children, stepchildren, grandchildren, and legal dependents. Any transfer of Options made pursuant to this provision shall not be effective until the Grantee or the Grantee’s personal representative has delivered notice of such transfer to the Company. If an Option is transferred in accordance with the foregoing, the Option shall be exercisable solely by the transferee and shall remain subject to the provisions of the Plan.

H. If a Grantee dies during the term of the Grantee’s Option without having fully exercised his Option, the executor or administrator of his estate or the person who inherits the right to exercise the Option by bequest or inheritance shall have the right at any time following the Option holder’s death until the Option Expiration Date to purchase the number of Shares that the deceased Option holder was entitled to purchase at the date of his death, after which the Option shall lapse. Upon the death of the transferee of an Option transferred in accordance with Subparagraph VIII(E), the executors, administrators, legatees or distributees of the transferee’s estate may exercise the Option, as the case may be, for a period of one (1) year following the date of the transferee’s death, provided that in no event may the Option be exercised after the Option Expiration Date.

I. A Grantee of an Option shall have no rights as a shareholder of the Company, no dividend rights (except as shall be set forth in an Option Agreement, pursuant to Subparagraph XII(C)), and no voting rights with respect to the Shares underlying or issuable in respect of such Option until the Option has been exercised and such Shares have been issued to the Grantee. Except as shall be set forth in an Option Agreement, pursuant to Subparagraph XII(C)), or as required pursuant to Subparagraph VI.B., no adjustment shall be made in respect of any Option for dividends or distributions or other rights in respect of any Share subject to an Option, for which the record date is prior to the date upon which the Grantee shall become the holder of record of such Shares.

A. A Grantee (or other person or persons, if any, entitled to exercise an Option hereunder) desiring to exercise an Option as to all or part of the Shares covered by the Option shall (i) give written notice to that effect to the Company at its principal office, specifying the number of Shares to be purchased and the method of payment and (ii) make payment or provisions for payment for the Shares purchased in accordance with this Paragraph IX. Such written notice may be given by means of a facsimile transmission. If a facsimile transmission is used, the Option holder must mail the original executed copy of the written notice to the Company promptly thereafter.

3. The Option holder shall deliver to the Company an exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate purchase price of the Shares as to which such exercise relates and to sell the Shares (or a sufficient portion of the Shares) to be issued upon exercise of the Option to pay the exercise price and any tax withholding resulting from such exercise and deliver the cash proceeds, less commissions and brokerage fees to the Option holder or to deliver the remaining Shares to the Option holder.

B. The Board of Directors may award Restricted Stock under the Plan for such consideration as the Board of Directors may determine, including, without limitation, cash, cash equivalents, past services and future services; provided, however, that to the extent that an Award consists of newly issued Restricted Stock, the Award recipient shall furnish consideration with a value not less than the par value of such Restricted Stock in the form of cash equivalents or services rendered to the Company or its Affiliated Companies, as the Board of Directors may determine.

C. The Board of Directors may make an award of Restricted Stock subject to vesting. Vesting may occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. During any restricted period, the recipient shall not sell, transfer, pledge or assign Restricted Stock awarded under the Plan. Upon the retirement, disability or death of a Grantee of Restricted Stock, or in special circumstances, the Board of Directors, in its sole discretion may waive, in whole or in part, any or all remaining restrictions with respect to such Grantee’s Restricted Stock. Notwithstanding the foregoing, each Restricted Stock Agreement shall provide that all Restricted Stock subject to the Restricted Stock Agreement shall become fully vested upon the occurrence of a Change in Control.

B. The Board of Directors may award Restricted Stock Units under the Plan for such consideration as the Board of Directors may determine, including, without limitation, cash, cash equivalents, past services and future services; provided, however, that to the extent that the Shares underlying an Award are to be newly issued Shares, the Award recipient shall furnish consideration with a value not less than the par value of such Shares in the form of cash equivalents or services rendered to the Company or its Affiliated Companies, as the Board of Directors may determine.

C. The Board of Directors may make an award of Restricted Stock Units subject to vesting. Vesting may occur, in full or in installments, upon satisfaction of the conditions specified in the RSU Agreement. During any restricted period, the recipient shall not sell, transfer, pledge or assign a Restricted Stock Unit awarded under the Plan. Upon the retirement, disability or death of a Grantee of Restricted Stock Units, or in special circumstances, the Board of Directors, in its sole discretion may waive, in whole or in part, any or all remaining restrictions with respect to such Grantee’s Restricted Stock Units. Notwithstanding the foregoing, each RSU Agreement shall provide that all Restricted Stock Units subject to the RSU Agreement shall become fully vested upon the occurrence of a Change in Control.

D. On or as soon as administratively practical following the applicable RSU Vesting Date (and in all events not later than sixty (60) days after the applicable RSU Vesting Date), the Company shall deliver to the Grantee of Restricted Stock Units a number of Shares (as evidenced by an appropriate entry on the books of the Company or a duly authorized transfer agent of the Company) equal to the number of Restricted Stock Units that vested on the applicable Vesting Date (or if set forth in the RSU Agreement, a cash equivalent equal to the value of the RSUs on the Vesting Date). Upon settlement of any Restricted Stock Units in accordance with the foregoing provision of this XI(D) and settlement of any dividend equivalent rights in accordance with Subparagraph XI(F), the Grantee shall have no further rights with respect to any Restricted Stock Units that are so paid.

E. A Grantee of Restricted Stock Units shall have no rights as a shareholder of the Company, no dividend rights (except as shall be set forth in an RSU Agreement, pursuant to Subparagraph XII(C)), and no voting rights with respect to the Shares underlying or issuable in respect of such Restricted Stock Units until the Restricted Stock Units have vested and the underlying Shares have been issued to the Grantee. Except as shall be set forth in an RSU Agreement pursuant to Subparagraph XII(C) or required pursuant to Subparagraph VI(B)), no adjustment shall be made in respect of any Restricted Stock Unit for dividends or distributions or other rights in respect of any Share underlying a Restricted Stock Unit, for which the record date is prior to the date upon which the Grantee shall become the holder of record of such Shares.

C. An Option Agreement or RSU Agreement may provide that an Award includes the right to receive dividends or dividend equivalents (which provision may be limited solely to special dividends), payable in cash or Shares. Any dividends or dividend equivalents under an Award will be subject to the same vesting and performance conditions and payment dates as the underlying Shares, and in no event shall any dividends or dividend equivalents be paid to a Grantee unless and until the Award to which they relate has vested.

The Board of Directors shall have the right at any time and from time to time to amend, modify, or discontinue the Plan provided that, except as provided in Subparagraph VI(C), no such amendment, modification, or discontinuance of the Plan shall (i) revoke or alter the terms of any Award previously granted pursuant to the Plan, (ii) increase the number of Shares to be reserved for issuance and sale pursuant to Awards granted pursuant to the Plan, (iii) decrease the price determined pursuant to the provisions of Subparagraph VIII(B), (iv) change the class of persons to whom Awards may be made pursuant to the Plan, (v) provide for Options exercisable more than 10 years after the date granted; or (vi) otherwise modify Subparagraphs XII(A) – (B).


Services	2019 Fees ($)	2018 Fees ($)
Audit (1)	1,306,100	1,427,500
Audit-Related (2)	—	—
Tax (3)	100,020	204,495
All Other	—	—
Total Fees	1,406,120	1,631,995


	LTIP PSU Goals (%)					Achievement (%)
Performance Measures	Threshold	Target	Maximum	Result	% of Target
Adjusted ROE	5	8	11	4.0	—
Premium Growth Rate	4	6	8	4.4	59
OCI® Score	1,303	1,371	1,440	1,779	150
DCC Score	853	897	942	989	150


Name	Tier (1)	Target Number of Shares of Common Stock to be Held (2)	Number of Qualifying Shares of Common Stock Held at Record Date
Randy A. Ramlo	3	69,535	67,490
Michael T. Wilkins	2	22,348	41,917
Dawn M. Jaffray	2	14,728	23,414
Barrie W. Ernst	1	11,165	25,329
Neal R. Scharmer	1	9,595	18,848


Name	Registrant Contributions to SERP ($)	Matching Contributions to 401(k) Plan ($)	Perquisites and Other Personal Benefits ($)	Total ($)
Randy Ramlo	232,993	2,800	8,253	244,046
Michael Wilkins	99,019	2,800	9,738	111,557
Dawn Jaffray	39,237	2,800	1,014	43,051
Barrie Ernst	41,512	2,800	9,980	54,292
Neal Scharmer	43,794	2,800	1,014	47,608


Name	Executive contributions in 2019 ($) (1)	Registrant contributions in 2019 ($) (2)	Aggregate earnings in 2019 ($) (3)	Aggregate withdrawals/distributions ($)	Aggregate balance at 12/31/2019 ($) (4)
Randy A. Ramlo	120,000	232,993	500,459	—	3,373,330
Michael T. Wilkins	98,000	99,019	135,530	—	1,229,598
Dawn M. Jaffray	36,800	39,237	84,521	—	371,665
Barrie W. Ernst	30,000	41,512	148,924	—	762,908
Neal R. Scharmer	131,935	43,794	49,898	—	522,689


Proposals			Recommended Vote
1	Election of four Class A Directors and one Class C Director identified in the proxy statement.	FOR
2	Ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020.	FOR
3	Amendment of the United Fire Group, Inc. Non-Employee Director Stock Plan.	FOR
4	Approval, on an advisory basis, of the compensation of the Company’s named executive officers.	FOR


			Page
Annual Meeting of Shareholders			2
Questions and Answers About the Annual Meeting			2
Delivery of One Set of Annual Meeting Materials to Shareholders in a Single Residence			5
Electronic Availability of Proxy Materials			6
Board of Directors			6
Corporate Governance			6
Board Size, Composition and Independence Determination			6
Qualifications and Skills of Directors and Director Nominees			7
Attendance at Directors’ and Shareholders’ Meetings			8
Director Retirement			8
Director Stock Ownership			8
Board Leadership Structure			9
Risk Oversight by the Board of Directors			9
Chief Executive Officer Performance Evaluation			10
Code of Ethics			10
Board Effectiveness Assessment and Evaluation Process			10
Director Compensation			11
Executive Sessions of Independent Directors			11
Access to Management and Independent Advisors			11
Committees of the Board			11
Audit Committee			11
Compensation Committee			12
Executive Committee			12
Investment Committee			12
Nominating and Governance Committee			12
Risk Management Committee			12
Director Nomination Process			13
Communicating with the Board of Directors			14
Concerns and Complaints			14
Shareholder Proposals and Director Nominations			14
Proposal One – Election of Directors			14
Director Nominees			15
Vote Required and Board Recommendation			16
Continuing Directors			17
Proposal Two – Ratification of the Audit Committee’s Appointment of Independent Registered Public Accounting Firm			19
Information About Our Independent Registered Public Accounting Firm			19
Fees Billed to United Fire Group, Inc.			19
Audit Committee Pre-Approval			20
Vote Required and Board Recommendation			20
Report of the Audit Committee			20


			Page
Proposal Three – Amendment of the United Fire Group, Inc. Non-Employee Director Stock Plan			21
Proposal Four – Shareholder Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers			24
Say-on-Pay Advisory Vote			24
Vote Required and Board Recommendation			25
Security Ownership of Certain Beneficial Owners			25
Security Ownership of Management			26
Equity Compensation Plan Information			28
Equity Compensation Plan Information Table			28
Delinquent Section 16(a) Reports			28
Executive Compensation			29
Compensation Discussion and Analysis			29
Executive Overview			29
Consideration of Say-on-Pay Results			29
Compensation and Benefits Philosophy			30
Risk Considerations			31
Elements of Compensation			33
Annual Base Salary			33
Annual Incentive Plan			34
Long-Term Incentive Plan			36
Additional Compensation			38
Annual Compensation Process			32
Named Executive Officers as Shareholders			38
Report of the Compensation Committee			39
Summary Compensation Table			40
Grants of Plan-Based Awards			41
Grants of Plan-Based Awards Table			42
Outstanding Equity Awards at Fiscal Year-End Table			44
Option Exercises and Stock Award Vesting			45
Option Exercises and Stock Award Vesting Table			45
Pension Benefits			45
Pension Benefits Table			46
Nonqualified Deferred Compensation			46
Nonqualified Deferred Compensation Table			47
Potential Payments upon Termination or Change in Control			47
Potential Payments upon Termination or Change in Control Table			47
Pay Ratio Disclosure			48
Director Compensation			49
Non-Employee Director Compensation Table			50
Transactions with Related Persons			51
Other Matters			51
Appendix A			A-1


Group	Stock Options	Restricted Stock
All non-executive directors	190,649	98,491


Base Salary × Target Bonus Opportunity × Weighting × Performance Factor			=			Annual Award Payment


Named Executive Officer	Target Bonus Opportunity as % of Base Salary	Weighting of Each Performance Measure (%)
				Adjusted ROE	Premium Growth Rate	Loss Ratio	Underwriting Expense Ratio
Randy A. Ramlo	80	40	20	20	20
Michael T. Wilkins	60	40	20	20	20
Dawn M. Jaffray	60	40	20	20	20
Barrie W. Ernst	50	55	20	15	10
Neal R. Scharmer	50	50	5	25	20


	2019 AIP Goals (%)					2019 AIP Achievement (%)
Performance Measures	Threshold	Target	Maximum	Result	% of Target
Adjusted ROE	5	7.5	10	(2.9)	—
Premium Growth Rate	3	5	7	2.9	50
Pure Loss Ratio	52	49	46	61.2	—
Underwriting Expense Ratio	32	31	30	29.4	150


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


Named Executive Officer	Total Stock Award ($)	PSUs ($) (1)	RSUs ($)	Stock Options ($)
Randy A. Ramlo	750,000	375,000	187,500	187,500
Michael T. Wilkins	400,000	200,000	100,000	100,000
Dawn M. Jaffray	350,000	175,000	87,500	87,500
Barrie W. Ernst	250,000	125,000	62,500	62,500
Neal R. Scharmer	150,000	75,000	37,500	37,500


Name	Plan Name	Number of Years of Credited Service (#)	Present Value of Accumulated Benefits ($)	Payments During Last Fiscal Year ($)
Randy A. Ramlo	United Pension Plan	36	1,835,602	—
Michael T. Wilkins	United Pension Plan	34	1,668,452	—
Dawn M. Jaffray	United Pension Plan	5	225,761	—
Barrie W. Ernst	United Pension Plan	17	1,117,737	—
Neal R. Scharmer	United Pension Plan	25	1,531,790	—


Name	Death or Retirement ($) (1)	Disability ($)	Change in Control ($) (2)	Termination for Cause ($)	Change in Control With Termination ($) (3) (4)
Randy A. Ramlo	4,876,586	4,620,586	4,876,586	—	7,727,756
Michael T. Wilkins	2,028,706	1,911,106	2,028,706	—	3,549,876
Dawn M. Jaffray	1,061,725	951,325	1,061,725	—	2,469,671
Barrie W. Ernst	1,248,295	1,201,420	1,248,295	—	2,327,394
Neal R. Scharmer	750,313	695,875	750,313	—	1,724,965