| | |
Proposals
|
| |
Recommended
Vote |
|
1 | | |
Election of the four Class C Directors 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 2024 | | |
FOR
|
|
3 | | | Approval, on an advisory basis, of the compensation of the Company’s named executive officers | | |
FOR
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Director Qualifications and Experience
|
| |
John
Paul Besong |
| |
Scott
Carlton |
| |
Brenda
Clancy |
| |
Christopher
Drahozal |
| |
Matthew
Foran |
| |
Mark
Green |
| |
Kevin
Leidwinger |
| |
Lura
McBride |
| |
George
Milligan |
| |
James
Noyce |
| |
Susan
Voss |
|
Academia & Education
|
| | | | | | | | | | |
X
|
| | | | | | | | | | | | | | | | | | | | | |
Accounting
|
| | | | |
X
|
| |
X
|
| | | | | | | | | | | | | | | | | | | |
X
|
| | | |
Actuarial
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
X
|
| | | |
Senior Administration
|
| |
X
|
| |
X
|
| |
X
|
| | | | |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
|
Business Operations
|
| |
X
|
| |
X
|
| |
X
|
| | | | |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| | | |
Corporate Governance
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
|
Finance & Capital
|
| | | | |
X
|
| |
X
|
| | | | |
X
|
| |
X
|
| | | | |
X
|
| | | | |
X
|
| |
X
|
|
Industry Service
|
| | | | | | | |
X
|
| | | | |
X
|
| |
X
|
| |
X
|
| | | | |
X
|
| |
X
|
| |
X
|
|
Investment
|
| | | | | | | | | | | | | |
X
|
| |
X
|
| |
X
|
| | | | |
X
|
| |
X
|
| | | |
Marketing
|
| | | | | | | | | | | | | |
X
|
| |
X
|
| |
X
|
| |
X
|
| | | | | | | | | |
Regulatory & Government
|
| | | | | | | | | | |
X
|
| | | | | | | | | | | | | | | | | | | |
X
|
|
Risk Management
|
| | | | |
X
|
| |
X
|
| | | | |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| | | |
Technology & Systems
|
| |
X
|
| | | | |
X
|
| | | | |
X
|
| | | | |
X
|
| |
X
|
| | | | | | | | | |
|
Age
|
| |
Tenure
|
|
|
|
| |
|
|
| The average age is 61 as of April 2, 2024. | | | The average tenure is 10.7 years. | |
|
Independent
|
| |
Gender
|
|
|
|
| |
|
|
|
Board Diversity Matrix
|
| ||||||||||||
| Total Number of Directors: 11 | | | | | | | | | | | | | |
| | |
Female
|
| |
Male
|
| |
Non-Binary
|
| |
Did Not
Disclose Gender |
| ||||||||||||
Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors
|
| | | | 3 | | | | | | 8 | | | | | | — | | | | | | — | | |
Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
African American or Black
|
| | | | — | | | | | | 1 | | | | | | — | | | | | | — | | |
White
|
| | | | 3 | | | | | | 7 | | | | | | — | | | | | | — | | |
Director Name
|
| |
Audit
Committee |
| |
Compensation
Committee |
| |
Executive
Committee |
| |
Investment
Committee |
| |
Nominating
and Governance Committee |
| |
Risk
Management Committee |
|
Executive Director | | | | | | | | | | | | | | | | | | | |
Kevin J. Leidwinger
|
| | | | | | | |
M
|
| |
M
|
| | | | |
M
|
|
Independent Directors | | | | | | | | | | | | | | | | | | | |
John-Paul E. Besong
|
| |
M
|
| | | | | | | | | | | | | |
M
|
|
Scott L. Carlton
|
| |
M, F
|
| |
M
|
| |
M
|
| |
C
|
| | | | | | |
Brenda K. Clancy
|
| |
C, F
|
| |
M
|
| |
M
|
| | | | | | | | | |
Christopher R. Drahozal
|
| |
M
|
| | | | |
M
|
| | | | | | | |
C
|
|
Matthew R. Foran
|
| | | | | | | | | | |
M
|
| | | | |
M
|
|
Mark A. Green
|
| | | | |
M
|
| | | | |
M
|
| |
M
|
| |
M
|
|
Lura E. McBride
|
| | | | |
M
|
| | | | | | | |
M
|
| |
M
|
|
George D. Milligan
|
| |
M
|
| | | | |
M
|
| |
M
|
| |
C
|
| | | |
James W. Noyce, Chairperson of the Board
|
| |
M, F
|
| |
M
|
| |
C
|
| | | | |
M
|
| | | |
Susan E. Voss
|
| | | | |
C
|
| | | | |
M
|
| | | | |
M
|
|
| |
Mark A. Green
Age 56 Director since 2022 |
| | |
Mr. Green is an Operating Partner at Vistria Group, a private equity firm in Chicago, Illinois. Mr. Green has an extensive background in the insurance sector with business development roles, as well as investment experience. In addition to his role at Vistria Group, Mr. Green was selected to serve as an Executive Board Member at MGT Insurance, an insurance tech startup, in October 2023. Prior to joining Vistria Group in 2021, he served for five years at Kemper Corporation, as Executive Vice President of Business Development and Reinsurance, and Executive Vice President and President of Life and Health. From 2009 to 2016, Mr. Green gained valuable experience in various roles at Allstate Corporation, including as Vice President and Senior Vice President at Allstate Financial, President of Ivantage from 2013 to 2015, President of Allstate Dealer Services from 2014 to 2015, and President of Encompass Insurance Company from 2015 to 2016. Prior to joining Allstate, Mr. Green worked for various other companies in the insurance industry from 1995 to 2009. He holds a bachelor’s degree from Macalester College, and a Master of Business Administration degree from Columbia University.
|
| |
| |
Christopher R. Drahozal
Age 62 Director since 1997 |
| | |
Mr. Drahozal is the John M. Rounds Professor of Law 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. Mr. Drahozal is an internationally known scholar whose writing focuses on the law and economics of dispute resolution, particularly arbitration.
|
| |
| |
Lura E. McBride
Age 52 Director since 2021 |
| | |
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 at Van Meter since 2010. In this role, she has responsibility for the overall vision, direction, and growth strategy of a 100 percent employee-owned electrical and automation distributor that employs over 800 employee-owners in 25 locations across Iowa, Nebraska, Kansas, Virginia, Alabama, Wisconsin, and Minnesota. 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 experience was in the areas of Systems Integration, Change Management, Human Performance, Knowledge Management, Business Process Design and Program Management. Ms. McBride graduated from the 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.
|
| |
| |
George D. Milligan
Age 67 Director since 1999 |
| | |
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.
|
| |
| |
Scott L. Carlton
Age 55 Director since 2012 |
| | |
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 bachelor’s degree in financial management, a Master of Business Administration degree from the University of North Carolina at Charlotte 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 a Certified Director within the National Association of Corporate Directors (“NACD”) and was previously a director of the Carolina chapter of the NACD. 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.
|
| |
| |
Brenda K. Clancy
Age 69 Director since 2016 |
| | |
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 served as a Director for UnityPoint Health, a nonprofit healthcare organization operating in Iowa, Illinois, and Wisconsin until December 31, 2022. She is also an audit committee financial expert.
|
| |
| |
Kevin J. Leidwinger
Age 60 Director since 2022 |
| | |
Kevin J. Leidwinger serves as President and Chief Executive Officer of the Company. He joined the Company in August 2022 to lead the Company through its ongoing transformation, bringing 30 years of industry experience to the role. Mr. Leidwinger previously served as President and Chief Operating Officer of CNA Commercial in Chicago, a property and casualty business insurance company, from June 2015 to April 2022. Prior to joining CNA in 2015, he held the role of Global Casualty Manager for Chubb, responsible for the company’s worldwide portfolio of general liability, workers compensation, excess umbrella, auto, environmental and errors and omissions business. Mr. Leidwinger is a graduate of Dickinson College in Carlisle, Pennsylvania. He was named 2021 board chair of the National Council on Compensation Insurance (NCCI).
|
| |
| |
Susan E. Voss
Age 68 Director since 2014 |
| | |
Ms. 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 founded her own consulting firm in 2013, Voss Consulting, LLC, which provides 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. Ms. Voss is also a member of the Board of Directors for NCCI-the National Council of Compensation Insurers and Everlake Life Insurance Company. Ms. Voss brings regulatory and compliance expertise to the Board of Directors.
|
| |
| |
John-Paul E. Besong
Age 70 Director since 2013 |
| | |
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.
|
| |
| |
Matthew R. Foran
Age 43 Director since 2022 |
| | |
Mr. Foran brings extensive experience in the insurance technology sector and investment experience to the Board of Directors. Mr. Foran is Co-Founder and President of Stoic Lane, Inc., a private equity holding company in Chicago, Illinois, positions he has held since 2021. Mr. Foran is also a Trustee of the American College of Financial Services, a private college focused on professional training for financial practitioners. From 2018 to April of 2021, he was Head of Alternative Distribution at The Hartford Insurance Group, an investment and insurance company. Mr. Foran’s background includes serving as leader of IVANS Marketplace at Applied Systems, an insurance technology and software company, from 2015 to 2018; as a board member of GuideOne Insurance from 2015 to 2018; as Founder and CEO at EvoSure, LLC, an early InsurTech firm that was acquired by Applied Systems, from 2012 to 2015; as Director of Strategy and Operational Planning and Execution at Zurich North America from 2009 to 2012; and in a business development role at Marsh USA, Inc. from 2004 to 2009. Mr. Foran graduated from the University of Illinois with a degree in Economics.
|
| |
| |
James W. Noyce
Age 68 Director since 2009 |
| | |
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. He is also an audit committee financial expert.
|
| |
Services
|
| |
2023 Fees
($) |
| |
2022 Fees
($) |
| ||||||
Audit(1) | | | | | 1,530,000 | | | | | | 1,350,000 | | |
Audit-Related(2) | | | | | — | | | | | | 183,800 | | |
Tax(3) | | | | | 160,892 | | | | | | 202,187 | | |
All Other
|
| | | | — | | | | | | — | | |
Total Fees
|
| | | | 1,690,892 | | | | | | 1,735,987 | | |
Name and Address of Beneficial Owner
|
| |
Amount and Nature
of Beneficial Ownership (#) |
| |
Percent of Common Stock
Outstanding (%) |
| ||||||
BlackRock, Inc.(1)
55 East 52nd St. New York, NY 10055 |
| | | | 3,612,427 | | | | | | 14.3% | | |
Dee Ann McIntyre(2)
1218 Bishops Lodge Rd. Santa Fe, NM 87501-1009 |
| | | | 2,991,863 | | | | | | 11.9% | | |
The Vanguard Group(3)
100 Vanguard Blvd Malvern, PA 19355 |
| | | | 2,595,863 | | | | | | 10.3% | | |
Dimensional Fund Advisors LP(4)
6300 Bee Cave Rd, Building One Austin, TX 78746 |
| | | | 1,483,515 | | | | | | 5.9% | | |
EARNEST Partners, LLC(5)
1180 Peachtree St NE, Ste 2300 Atlanta, GA 30309 |
| | | | 1,275,445 | | | | | | 5.0% | | |
Name of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership (#)(1) |
| |
Percent of Common Stock
Outstanding (%) |
| ||||||
John-Paul E. Besong
|
| | | | 20,335 | | | | | | * | | |
Scott L. Carlton
|
| | | | 267,940(2) | | | | | | 1.06% | | |
Robert F. Cataldo
|
| | | | 40,652(3) | | | | | | * | | |
Brenda K. Clancy
|
| | | | 13,463 | | | | | | * | | |
Christopher R. Drahozal
|
| | | | 811,901(4) | | | | | | 3.21% | | |
Matthew R. Foran
|
| | | | 5,543 | | | | | | * | | |
Mark A. Green
|
| | | | 7,343 | | | | | | * | | |
Kevin J. Leidwinger
|
| | | | 77,274(5) | | | | | | * | | |
Eric J. Martin
|
| | | | 37,345(6) | | | | | | * | | |
Lura E. McBride
|
| | | | 9,742(7) | | | | | | * | | |
George D. Milligan
|
| | | | 69,059 | | | | | | * | | |
James W. Noyce
|
| | | | 23,597(8) | | | | | | * | | |
Julie A. Stephenson
|
| | | | 62,322(9) | | | | | | * | | |
Susan E. Voss
|
| | | | 17,419(10) | | | | | | * | | |
Micah Woolstenhulme
|
| | | | 51,622(11) | | | | | | * | | |
All directors and executive officers as a group (15 persons)
|
| | | | 1,515,577 | | | | | | 5.99% | | |
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 ($) (b)(1) |
| |
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c) |
| |||||||||
Equity Compensation Plans Approved by Security Holders
|
| | | | 1,087,115(2) | | | | | | 35.55 | | | | | | 1,254,434(3) | | |
Equity Compensation Plans Not Approved by Security Holders
|
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 1,087,115 | | | | | | | | | | | | 1,254,434 | | |
|
•
AMERISAFE, Inc.
|
| |
•
ProAssurance Corporation
|
|
|
•
Argo Group International Holdings, Ltd.
|
| |
•
RLI Corp.
|
|
|
•
Donegal Group Inc.
|
| |
•
Safety Insurance Group, Inc.
|
|
|
•
Employers Holdings, Inc.
|
| |
•
Selective Insurance Group, Inc.
|
|
|
•
Global Indemnity Group, LLC
|
| |
•
Stewart Information Services Corporation
|
|
|
•
Heritage Insurance Holdings, Inc.
|
| |
•
Tiptree Inc.
|
|
|
•
Horace Mann Educators Corporation
|
| |
•
United Insurance Holdings Corporation
|
|
|
•
Mercury General Corporation
|
| |
•
Universal Insurance Holdings, Inc.
|
|
|
•
Palomar Holdings, Inc.
|
| | | |
Element
|
| |
Type
|
| |
Form
|
| |
Period
|
| |
Purpose
|
|
Annual Base Salary
|
| | Fixed | | | Cash | | | Ongoing | | | Attract and retain; recognize individual performance | |
Annual Incentive Plan | | | Variable | | | Cash | | | 1 year | | | Short-term company and individual performance | |
Long-Term Incentive Plan (“LTIP”)
|
| |
Variable
|
| |
Stock Option time-based
|
| |
3-year pro rata
|
| |
Shareholder alignment, long-term value creation and retention; represents 25% of total award opportunity
|
|
| RSUs time-based | | | 3-year cliff | | | Shareholder alignment, long-term value creation and retention; represents 25% of total award opportunity | | |||||
| PSUs performance-based | | | 3-year cliff | | | Long-term company performance, shareholder alignment and retention; represents 50% of total award opportunity | |
Name and Principal Position
|
| |
2022 Base Salary
($) |
| |
2023 Base Salary
($) |
| |
Change in Base
Salary (%) |
| |||||||||
Kevin J. Leidwinger
|
| | | | 750,000 | | | | | | 750,000 | | | | | | — | | |
Eric J. Martin
|
| | | | 475,000 | | | | | | 484,000 | | | | | | 1.9 | | |
Julie A. Stephenson
|
| | | | N/A | | | | | | 575,000 | | | | | | N/A | | |
Robert F. Cataldo
|
| | | | 400,000 | | | | | | 408,000 | | | | | | 2.0 | | |
Micah Woolstenhulme
|
| | | | 300,000 | | | | | | 360,000 | | | | | | 20.0 | | |
Individual Performance Factor
|
| |
Not Achieved
|
| |
Achieved Some
|
| |
Achieved All
|
| |
Exceeded Some
|
| |
Exceeded All
|
| ||||||||||||
Individual Payout (% of Target)
|
| | | | 0% | | | | | | 0 – 80% | | | | | | 80 – 105% | | | | | | 105 – 150% | | | |
150 – 200%
|
|
|
Base
Salary |
| |
×
|
| |
Target Bonus
Opportunity (%) |
| |
×
|
| |
Corporate
Performance Factor (%) |
| |
×
|
| |
Individual
Performance Factor (%) |
| |
=
|
| |
Annual
Payout Factor |
|
Named Executive Officer
|
| |
Target Bonus
Opportunity as % of Base Salary |
| |
Adjusted
ROE |
| |
Written
Premium Growth |
| |
Net Adjusted
Loss Ratio |
| |
Underwriting
Expense Ratio |
| |||||||||||||||
Kevin J. Leidwinger
|
| | | | 125% | | | | | | 25% | | | | | | 25% | | | | | | 25% | | | | | | 25% | | |
Eric J. Martin
|
| | | | 75% | | | | | | 25% | | | | | | 25% | | | | | | 25% | | | | | | 25% | | |
Julie A. Stephenson
|
| | | | 110% | | | | | | 25% | | | | | | 25% | | | | | | 25% | | | | | | 25% | | |
Robert F. Cataldo
|
| | | | 50% | | | | | | 25% | | | | | | 25% | | | | | | 25% | | | | | | 25% | | |
Micah G. Woolstenhulme
|
| | | | 50% | | | | | | 25% | | | | | | 25% | | | | | | 25% | | | | | | 25% | | |
| | |
2023 AIP Goals (%)
|
| |
2023 AIP Achievement (%)
|
| ||||||||||||||||||||||||
Performance Measures
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Results
|
| |
% of Target
|
| |||||||||||||||
Adjusted ROE
|
| | | | 5.0% | | | | | | 6.5% | | | | | | 8.0% | | | | | | (4.1)% | | | | | | 0% | | |
Written Premium Growth
|
| | | | 1,156 | | | | | | 1,217 | | | | | | 1,278 | | | | | | 1,179 | | | | | | 68% | | |
Net Adjusted Loss Ratio
|
| | | | 65.5% | | | | | | 64.5% | | | | | | 63.5% | | | | | | 74.2% | | | | | | 0% | | |
Underwriting Expense Ratio
|
| | | | 34.5% | | | | | | 34.0% | | | | | | 33.5% | | | | | | 35.3% | | | | | | 0% | | |
| | | | | | | | | | | | | | | | | | | | |
Achievement
Level |
| | | | 17% | | |
Named Executive Officer
|
| |
2023 Individual
Performance Factor (%) |
| |||
Kevin J. Leidwinger
|
| | | | 100% | | |
Eric J. Martin
|
| | | | 115% | | |
Julie A. Stephenson
|
| | | | 115% | | |
Robert F. Cataldo
|
| | | | 100%(1) | | |
Micah G. Woolstenhulme
|
| | | | 110% | | |
Grant Type
|
| |
Allocation
(%) |
| |
Vesting
|
|
PSUs | | |
50
|
| | “cliff” vest on the third anniversary of the grant date (assuming achievement of performance goals) | |
RSUs | | |
25
|
| | “cliff” vest on the third anniversary of the grant date (assuming continued employment) | |
Stock Options
|
| |
25
|
| | one-third of the options vest on each of the first three anniversaries of the grant date | |
Named Executive Officer
|
| |
Total Stock Award ($)
|
| |
PSUs ($)
|
| |
RSUs ($)
|
| |
Stock Options ($)
|
| ||||||||||||
Kevin J. Leidwinger
|
| | | | 1,500,000 | | | | | | 750,000 | | | | | | 375,000 | | | | | | 375,000 | | |
Eric J. Martin
|
| | | | 363,000 | | | | | | 181,500 | | | | | | 90,750 | | | | | | 90,750 | | |
Julie A. Stephenson
|
| | | | 632,500(1) | | | | | | 316,250 | | | | | | 158,125 | | | | | | 158,125 | | |
Robert F. Cataldo
|
| | | | 204,000 | | | | | | 102,000 | | | | | | 51,000 | | | | | | 51,000 | | |
Micah G. Woolstenhulme
|
| | | | 180,000 | | | | | | 90,000 | | | | | | 45,000 | | | | | | 45,000 | | |
Name
|
| |
Tier(1)
|
| |
Target Number of
Shares to be Held(2) |
| |
Number of Qualifying Shares of
Common Stock Held at Record Date |
| |||||||||
Kevin J. Leidwinger
|
| | | | 3 | | | | | | 101,868 | | | | | | 62,814 | | |
Eric J. Martin
|
| | | | 2 | | | | | | 24,095 | | | | | | 26,545 | | |
Julie A. Stephenson
|
| | | | 2 | | | | | | 28,049 | | | | | | 48,744 | | |
Robert F. Cataldo
|
| | | | 1 | | | | | | 4,508 | | | | | | 18,423 | | |
Micah G. Woolstenhulme
|
| | | | 1 | | | | | | 9,849 | | | | | | 38,898 | | |
Name and Principal Position
|
| |
Year
|
| |
Salary ($)
|
| |
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 ($)
|
| |||||||||||||||||||||||||||
Kevin J. Leidwinger
President/Chief Executive Officer |
| | | | 2023 | | | | | | 750,000 | | | | | | 309,540 | | | | | | 1,125,011 | | | | | | 374,998 | | | | | | 159,460 | | | | | | — | | | | | | 31,288 | | | | | | 2,750,297 | | |
| | | 2022 | | | | | | 257,813 | | | | | | 336,563 | | | | | | 818,210 | | | | | | 100,942 | | | | | | — | | | | | | — | | | | | | 38,317 | | | | | | 1,551,845 | | | ||
Eric J. Martin
EVP/Chief Financial Officer |
| | | | 2023 | | | | | | 484,000 | | | | | | 147,759 | | | | | | 272,260 | | | | | | 90,746 | | | | | | 70,967 | | | | | | 32,222 | | | | | | 18,699 | | | | | | 1,116,653 | | |
| | | 2022 | | | | | | 326,563 | | | | | | 250,000 | | | | | | 496,096 | | | | | | 66,799 | | | | | | — | | | | | | — | | | | | | 15,472 | | | | | | 1,154,930 | | | ||
Julie A. Stephenson
EVP/Chief Operating Officer |
| | | | 2023 | | | | | | 520,549 | | | | | | 617,564 | | | | | | 1,525,818 | | | | | | 145,247 | | | | | | 123,654 | | | | | | — | | | | | | 234,293 | | | | | | 3,167,125 | | |
Robert F. Cataldo
VP/Chief Investment and Strategy Officer |
| | | | 2023 | | | | | | 408,000 | | | | | | 67,320 | | | | | | 152,993 | | | | | | 51,001 | | | | | | 34,680 | | | | | | 49,801 | | | | | | 22,919 | | | | | | 786,714 | | |
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | 149,999 | | | | | | 49,995 | | | | | | 100,000 | | | | | | — | | | | | | 69,982 | | | | | | 769,976 | | | ||
| | | 2021 | | | | | | 375,000 | | | | | | — | | | | | | 164,006 | | | | | | 49,998 | | | | | | 140,925 | | | | | | 34,808 | | | | | | 84,954 | | | | | | 849,691 | | | ||
Micah G. Woolstenhulme
SVP/Chief Risk Officer |
| | | | 2023 | | | | | | 360,000 | | | | | | 115,340 | | | | | | 134,994 | | | | | | 45,005 | | | | | | 33,660 | | | | | | 19,121 | | | | | | 32,526 | | | | | | 740,646 | | |
| | | 2022 | | | | | | 300,000 | | | | | | 50,000 | | | | | | 281,247 | | | | | | 43,749 | | | | | | 75,000 | | | | | | — | | | | | | 30,403 | | | | | | 780,399 | | | ||
| | | 2021 | | | | | | 230,000 | | | | | | 50,000 | | | | | | 293,514 | | | | | | 43,745 | | | | | | 86,434 | | | | | | 67,441 | | | | | | 53,427 | | | | | | 824,561 | | |
Name
|
| |
Registrant
Contributions to SERP ($) |
| |
Matching
Contributions to 401(k) Plan ($) |
| |
Perquisites and
Other Personal Benefits ($)(a) |
| |
Tax
Reimbursement ($)(b) |
| |
Total ($)
|
| |||||||||||||||
Kevin J. Leidwinger
|
| | | | — | | | | | | 12,200 | | | | | | 19,088 | | | | | | — | | | | | | 31,288 | | |
Eric J. Martin
|
| | | | — | | | | | | 11,250 | | | | | | 7,449 | | | | | | — | | | | | | 18,699 | | |
Julie A. Stephenson
|
| | | | — | | | | | | 12,200 | | | | | | 2,675 | | | | | | 219,418 | | | | | | 234,293 | | |
Robert F. Cataldo
|
| | | | — | | | | | | 11,250 | | | | | | 11,669 | | | | | | — | | | | | | 22,919 | | |
Micah G. Woolstenhulme
|
| | | | — | | | | | | 11,250 | | | | | | — | | | | | | 21,276 | | | | | | 32,526 | | |
| | | | | | | | | | | | | | |
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) |
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Approval Date
|
| |
Threshold
($)(1) |
| |
Target
($)(2) |
| |
Maximum
($)(3) |
| |
Threshold
(#)(4) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||||||||||||
Kevin J. Leidwinger(15)
|
| | | | 2/24/2023(6) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,646 | | | | | | 28.39 | | | | | | 374,998 | | |
| | | | | 2/24/2023(7) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,209 | | | | | | — | | | | | | — | | | | | | 375,004 | | |
| | | | | 2/24/2023(8) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,604 | | | | | | 26,418 | | | | | | 39,627 | | | | | | — | | | | | | — | | | | | | — | | | | | | 750,007 | | |
| | | | | —(9) | | | | | | — | | | | | | 117,118 | | | | | | 937,500 | | | | | | 1,406,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Eric J. Martin(15)
|
| | | | 2/24/2023(6) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,142 | | | | | | 28.39 | | | | | | 90,746 | | |
| | | | | 2/24/2023(7) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,197 | | | | | | — | | | | | | — | | | | | | 90,763 | | |
| | | | | 2/24/2023(8) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,598 | | | | | | 6,393 | | | | | | 9,590 | | | | | | — | | | | | | — | | | | | | — | | | | | | 181,497 | | |
| | | | | —(9) | | | | | | — | | | | | | 45,375 | | | | | | 363,000 | | | | | | 544,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | |
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 ($)(5) |
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Approval Date
|
| |
Threshold
($)(1) |
| |
Target
($)(2) |
| |
Maximum
($)(3) |
| |
Threshold
(#)(4) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||||||||||||
Julie A. Stephenson
|
| | | | 2/24/2023(6) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,032 | | | | | | 28.39 | | | | | | 145,247 | | |
| | | | | 2/24/2023(7) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,116 | | | | | | — | | | | | | — | | | | | | 145,243 | | |
| | | | | 2/24/2023(8) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,558 | | | | | | 10,232 | | | | | | 15,348 | | | | | | — | | | | | | — | | | | | | — | | | | | | 290,486 | | |
| | | | | 1/30/2023(10) | | | | | | 1/3/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,730 | | | | | | — | | | | | | — | | | | | | 206,948 | | |
| | | | | 1/30/2023(11) | | | | | | 1/3/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,831 | | | | | | — | | | | | | — | | | | | | 117,803 | | |
| | | | | 1/30/2023(11) | | | | | | 1/3/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,302 | | | | | | — | | | | | | — | | | | | | 132,287 | | |
| | | | | 1/30/2023(12) | | | | | | 1/3/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,208 | | | | | | — | | | | | | — | | | | | | 529,146 | | |
| | | | | 3/1/2023(10) | | | | | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,850 | | | | | | — | | | | | | — | | | | | | 53,724 | | |
| | | | | 3/1/2023(11) | | | | | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,101 | | | | | | — | | | | | | — | | | | | | 31,973 | | |
| | | | | 3/1/2023(12) | | | | | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 627 | | | | | | — | | | | | | — | | | | | | 18,208 | | |
| | | | | —(9) | | | | | | — | | | | | | 79,063 | | | | | | 632,500 | | | | | | 1,265,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert F. Cataldo
|
| | | | 2/24/2023(6) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,576 | | | | | | 28.39 | | | | | | 51,001 | | |
| | | | | 2/24/2023(7) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,796 | | | | | | — | | | | | | — | | | | | | 50,988 | | |
| | | | | 2/24/2023(8) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 898 | | | | | | 3,593 | | | | | | 5,390 | | | | | | — | | | | | | — | | | | | | — | | | | | | 102,005 | | |
| | | | | —(9) | | | | | | — | | | | | | 25,500 | | | | | | 204,000 | | | | | | 306,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Micah G. Woolstenhulme
|
| | | | 2/24/2023(6) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,038 | | | | | | 28.39 | | | | | | 45,005 | | |
| | | | | 2/24/2023(7) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,585 | | | | | | — | | | | | | — | | | | | | 44,998 | | |
| | | | | 2/24/2023(8) | | | | | | 2/24/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 792 | | | | | | 3,170 | | | | | | 4,755 | | | | | | — | | | | | | — | | | | | | — | | | | | | 89,996 | | |
| | | | | —(9) | | | | | | — | | | | | | 22,500 | | | | | | 180,000 | | | | | | 270,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
of Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(1) |
| |
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 ($)(1) |
| |||||||||||||||||||||||||||
Kevin J. Leidwinger
|
| | | | 8/22/2022(2) | | | | | | 3,245 | | | | | | 6,491 | | | | | | 29.45 | | | | | | 8/22/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 8/22/2022(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,855 | | | | | | 137,923 | | |
| | | | | 8/22/2022(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,833 | | | | | | 17,360 | | | | | | — | | | | | | — | | |
| | | | | 8/22/2022(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,428 | | | | | | 68,971 | | | | | | — | | | | | | — | | |
| | | | | 2/24/2023(2) | | | | | | — | | | | | | 33,646 | | | | | | 28.39 | | | | | | 2/24/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/24/2023(6) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 26,418 | | | | | | 531,530 | | |
| | | | | 2/24/2023(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,209 | | | | | | 265,765 | | | | | | — | | | | | | — | | |
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
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 ($)(1) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
| |||||||||||||||||||||||||||
Eric J. Martin
|
| | | | 4/18/2022(2) | | | | | | 2,043 | | | | | | 4,087 | | | | | | 29.57 | | | | | | 4/18/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 4/18/2022(7) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,518 | | | | | | 90,902 | | |
| | | | | 4/18/2022(8) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,000 | | | | | | 80,480 | | | | | | — | | | | | | — | | |
| | | | | 4/18/2022(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,259 | | | | | | 45,451 | | | | | | — | | | | | | — | | |
| | | | | 2/24/2023(2) | | | | | | — | | | | | | 8,142 | | | | | | 28.39 | | | | | | 2/24/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/24/2023(6) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,393 | | | | | | 128,627 | | |
| | | | | 2/24/2023(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,197 | | | | | | 64,324 | | | | | | — | | | | | | — | | |
Julie A. Stephenson
|
| | |
|
(9)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,069 | | | | | | 544,628 | | | | | | — | | | | | | — | | |
| | | | | 2/24/2023(2) | | | | | | — | | | | | | 13,032 | | | | | | 28.39 | | | | | | 2/24/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/24/2023(6) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,232 | | | | | | 205,868 | | |
| | | | | 2/24/2023(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,116 | | | | | | 102,934 | | | | | | — | | | | | | — | | |
Robert F. Cataldo
|
| | | | 2/21/2014 | | | | | | 1,500 | | | | | | — | | | | | | 29.61 | | | | | | 2/21/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/20/2015 | | | | | | 2,000 | | | | | | — | | | | | | 29.12 | | | | | | 2/20/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 5/16/2018 | | | | | | 2,681 | | | | | | — | | | | | | 52.16 | | | | | | 5/16/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/15/2019 | | | | | | 2,892 | | | | | | — | | | | | | 54.26 | | | | | | 2/15/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/19/2021(2) | | | | | | 2,473 | | | | | | 1,237 | | | | | | 29.43 | | | | | | 2/19/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/19/2021(10) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,398 | | | | | | 68,368 | | | | | | — | | | | | | — | | |
| | | | | 2/19/2021(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,699 | | | | | | 34,184 | | | | | | — | | | | | | — | | |
| | | | | 2/18/2022(2) | | | | | | 1,592 | | | | | | 3,186 | | | | | | 29.51 | | | | | | 2/18/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/18/2022(11) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,389 | | | | | | 68,187 | | |
| | | | | 2/18/2022(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,694 | | | | | | 34,083 | | | | | | — | | | | | | — | | |
| | | | | 2/24/2023(2) | | | | | | — | | | | | | 4,576 | | | | | | 28.39 | | | | | | 2/24/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/24/2023(6) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,593 | | | | | | 72,291 | | |
| | | | | 2/24/2023(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,796 | | | | | | 36,136 | | | | | | — | | | | | | — | | |
Micah G. Woolstenhulme
|
| | | | 5/20/2020 | | | | | | 5,345 | | | | | | — | | | | | | 26.68 | | | | | | 5/20/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/19/2021(2) | | | | | | 2,164 | | | | | | 1,082 | | | | | | 29.43 | | | | | | 2/19/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/19/2021(10) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,973 | | | | | | 59,817 | | | | | | — | | | | | | — | | |
| | | | | 2/19/2021(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,487 | | | | | | 29,918 | | | | | | — | | | | | | — | | |
| | | | | 5/19/2021(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,627 | | | | | | 93,095 | | | | | | — | | | | | | — | | |
| | | | | 2/18/2022(2) | | | | | | 1,393 | | | | | | 2,788 | | | | | | 29.51 | | | | | | 2/18/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/18/2022(11) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,965 | | | | | | 59,656 | | |
| | | | | 2/18/2022(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,483 | | | | | | 29,838 | | | | | | — | | | | | | — | | |
| | | | | 5/18/2022(12) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,763 | | | | | | 95,832 | | | | | | — | | | | | | — | | |
| | | | | 2/24/2023(2) | | | | | | — | | | | | | 4,038 | | | | | | 28.39 | | | | | | 2/24/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/24/2023(6) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,170 | | | | | | 63,780 | | |
| | | | | 2/24/2023(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,585 | | | | | | 31,890 | | | | | | — | | | | | | — | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of
Shares Acquired Upon Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($) |
| ||||||||||||
Kevin J. Leidwinger
|
| | | | — | | | | | | — | | | | | | 5,833 | | | | | | 117,360 | | |
Eric J. Martin
|
| | | | — | | | | | | — | | | | | | 6,000 | | | | | | 164,160 | | |
Julie A. Stephenson
|
| | | | — | | | | | | — | | | | | | 8,580 | | | | | | 249,163 | | |
Robert F. Cataldo
|
| | | | — | | | | | | — | | | | | | 1,969 | | | | | | 55,851 | | |
Micah G. Woolstenhulme
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Plan Name
|
| |
Number of Years of
Credited Service (#) |
| |
Present Value of
Accumulated Benefits ($) |
| |
Payments During
Last Fiscal Year ($) |
| |||||||||
Kevin J. Leidwinger
|
| |
United Pension Plan
|
| | | | 0 | | | | | | — | | | | | | — | | |
Eric J. Martin
|
| |
United Pension Plan
|
| | | | 1 | | | | | | 32,222 | | | | | | — | | |
Julie A. Stephenson
|
| |
United Pension Plan
|
| | | | 0 | | | | | | — | | | | | | — | | |
Robert F. Cataldo
|
| |
United Pension Plan
|
| | | | 12 | | | | | | 317,988 | | | | | | — | | |
Micah G. Woolstenhulme
|
| |
United Pension Plan
|
| | | | 4 | | | | | | 69,165 | | | | | | — | | |
Name
|
| |
Executive
Contributions in Last FY ($)(1) |
| |
Registrant
Contributions in Last FY ($) |
| |
Aggregate
Earnings in Last FY ($)(2) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate Balance
at Last FYE ($)(3) |
| |||||||||||||||
Kevin J. Leidwinger | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SERP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
NQDC
|
| | | | 45,000 | | | | | | — | | | | | | 3,812 | | | | | | — | | | | | | 48,812 | | |
Eric J. Martin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SERP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
NQDC
|
| | | | 48,400 | | | | | | — | | | | | | 5,135 | | | | | | — | | | | | | 53,535 | | |
Julie A. Stephenson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SERP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
NQDC
|
| | | | 31,625 | | | | | | — | | | | | | 2,126 | | | | | | — | | | | | | 33,751 | | |
Robert F. Cataldo | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SERP
|
| | | | — | | | | | | — | | | | | | 22,554 | | | | | | — | | | | | | 121,286 | | |
NQDC
|
| | | | — | | | | | | — | | | | | | 4,207 | | | | | | — | | | | | | 20,949 | | |
Micah G. Woolstenhulme
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SERP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
NQDC
|
| | | | 14,700 | | | | | | — | | | | | | 4,260 | | | | | | — | | | | | | 32,146 | | |
Name
|
| |
Death or
Retirement ($)(2) |
| |
Disability ($)
|
| |
Change in
Control ($)(3) |
| |
Termination for
Cause ($) |
| |
Change in
Control With Termination ($)(4)(5) |
| |||||||||||||||
Kevin J. Leidwinger
|
| | | | 1,590,549 | | | | | | 1,121,549 | | | | | | 1,121,549 | | | | | | — | | | | | | 5,102,610 | | |
Eric J. Martin
|
| | | | 618,510 | | | | | | 409,784 | | | | | | 409,784 | | | | | | — | | | | | | 2,295,321 | | |
Julie A. Stephenson
|
| | | | 1,217,118 | | | | | | 853,430 | | | | | | 853,430 | | | | | | — | | | | | | 3,596,168 | | |
Robert F. Cataldo
|
| | | | 415,249 | | | | | | 313,249 | | | | | | 313,249 | | | | | | — | | | | | | 1,579,497 | | |
Micah G. Woolstenhulme(5)
|
| | | | 562,826 | | | | | | 463,826 | | | | | | 463,826 | | | | | | — | | | | | | 1,597,853 | | |
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (j) | | | (k) | | | (j) | | | (k) | | ||||||||||||||||||||||||||||||
Year(1) | | | Summary Compensation Table Total for Current PEO ($)(2) | | | Summary Compensation Table Total for Former PEO ($)(2) | | | Compensation Actually Paid to Current PEO ($)(3) | | | Compensation Actually Paid to Former PEO ($)(3) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | | | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | | | Value of Initial Fixed $100 Investment Based on:(4) | | | Net Income ($000s) | | | ROE (%) | | |||||||||||||||||||||||||||||||||
| Total Shareholder Return ($) | | | Peer Group Total Shareholder Return ($)(5) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2023 | | | | $ | | | | | | N/A | | | | | $ | | | | | | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | -$ | | | | | | - | | | |||||||
2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | | | | ||||||||||
2021 | | | | | N/A | | | | | $ | | | | | | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | | | | ||||||||
2020 | | | | | N/A | | | | | $ | | | | | | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | -$ | | | | | | - | | |
Year | | | Current PEO | | | Former PEO | | | Non-PEO NEOs | |
2023 | | | | | | | | | Julie A. Stephenson; Eric J. Martin; Robert F. Cataldo; and Micah Woolstenhulme | |
2022 | | | Kevin J. Leidwinger | | | | | | Eric J. Martin; Robert F. Cataldo; Jeremy J. Bahl; Micah Woolstenhulme; Randy L. Patten; and Michael T. Wilkins | |
2021 | | | | | | Randy A. Ramlo | | | Michael T. Wilkins; Randy L. Patten; Robert F. Cataldo; Micah Woolstenhulme; and Dawn M. Jaffray | |
2020 | | | | | | Randy A. Ramlo | | | Michael T. Wilkins; Dawn M. Jaffray; Robert F. Cataldo; and Neal R. Scharmer | |
| | | 2020 | | | 2021 | | | 2022 | | | 2023 | | ||||||||||||||||||||||||||||||||||||||||||
Adjustments | | | Former PEO | | | Average non-PEO NEOs(i) | | | Former PEO | | | Average non-PEO NEOs(i) | | | Former PEO | | | Current PEO | | | Average non-PEO NEOs(i) | | | Current PEO | | | Average non-PEO NEOs(i) | | |||||||||||||||||||||||||||
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY (a) | | | | -$ | | | | | -$ | | | | | -$ | | | | | -$ | | | | | -$ | | | | | -$ | | | | | -$ | | | | | -$ | | | | | -$ | | | |||||||||
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End(b) | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||||
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date(c) | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||||
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End(d) | | | | -$ | | | | | -$ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | -$ | | | | | -$ | | | |||||||||
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date(e) | | | | -$ | | | | | -$ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | -$ | | | | | $ | | | |||||||||
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End(f) | | | | $ | | | | | $ | | | | | -$ | | | | | -$ | | | | | -$ | | | | | $ | | | | | -$ | | | | | $ | | | | | -$ | | | |||||||||
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||||
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||||
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY(g) | | | | -$ | | | | | -$ | | | | | -$ | | | | | -$ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | -$ | | | |||||||||
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans(h) | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||||
TOTAL ADJUSTMENTS | | | | -$ | | | | | -$ | | | | | $ | | | | | -$ | | | | | -$ | | | | | $ | | | | | $ | | | | | -$ | | | | | -$ | | |
Fee Type
|
| |
Amount Paid ($)
|
|
Base Annual Retainer – All Directors
|
| |
80,000
|
|
Additional Annual Retainer – Chairman of the Board
|
| |
50,000
|
|
Additional Annual Retainer – Vice Chairman of the Board
|
| |
20,000
|
|
Additional Annual Retainer – Audit Committee Chair
|
| |
20,000
|
|
Additional Annual Retainer – Compensation Committee Chair
|
| |
12,500
|
|
Additional Annual Retainer – Nominating and Governance Committee, Investment | | | | |
Committee, and Risk Management Committee Chairs
|
| |
10,000
|
|
Additional Annual Retainer – Members of Compensation Committee and Audit Committee
|
| |
5,000
|
|
Additional Annual Retainer – Members of Executive Committee, Nominating and Governance Committee, Investment Committee and Risk Management Committee
|
| |
4,000
|
|
Annual Equity Grant (Grant Date Fair Value)(1)
|
| |
75,000
|
|
Reimbursement for travel and other expenses related to service as a director
|
| |
As incurred
|
|
Name
|
| |
Fees Earned or Paid
in Cash ($) |
| |
Stock
Awards ($)(1)(2) |
| |
Option
Awards ($)(3) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| |
Total
Compensation ($) |
| |||||||||||||||
John-Paul E. Besong
|
| | | | 82,500 | | | | | | 74,998 | | | | | | — | | | | | | — | | | | | | 157,498 | | |
Scott L. Carlton
|
| | | | 99,500 | | | | | | 74,998 | | | | | | — | | | | | | — | | | | | | 174,498 | | |
Brenda K. Clancy
|
| | | | 107,500 | | | | | | 74,998 | | | | | | — | | | | | | — | | | | | | 182,498 | | |
Christopher R. Drahozal
|
| | | | 96,500 | | | | | | 74,998 | | | | | | — | | | | | | — | | | | | | 171,498 | | |
Matthew R. Foran
|
| | | | 81,500 | | | | | | 74,998 | | | | | | — | | | | | | — | | | | | | 156,498 | | |
Mark A. Green
|
| | | | 85,500 | | | | | | 74,998 | | | | | | — | | | | | | — | | | | | | 160,498 | | |
Lura E. McBride
|
| | | | 86,500 | | | | | | 74,998 | | | | | | — | | | | | | — | | | | | | 161,498 | | |
George D. Milligan
|
| | | | 100,500 | | | | | | 74,998 | | | | | | — | | | | | | — | | | | | | 175,498 | | |
James W. Noyce
|
| | | | 141,500 | | | | | | 74,998 | | | | | | — | | | | | | — | | | | | | 216,498 | | |
Kyle D. Skogman(4)
|
| | | | 52,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 52,000 | | |
Susan E. Voss
|
| | | | 99,000 | | | | | | 74,998 | | | | | | — | | | | | | — | | | | | | 173,998 | | |