UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Materials under § 240.14a-12
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UNITED FIRE GROUP, INC.
(Name of registrant as specified in its charter)
(Name of registrant as specified in its charter)
Payment of Filing Fee (Check all boxes that apply):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
UNITED FIRE GROUP, INC.
118 Second Avenue SE, Cedar Rapids, Iowa 52401
118 Second Avenue SE, Cedar Rapids, Iowa 52401
April 5, 20224, 2023
Dear Fellow Shareholder:
I am pleased to invite you to join us at United Fire Group, Inc.’s 20222023 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 during the Annual Meeting by logging on to www.meetnow.global/M4LJAGLM5Y2PNQ using your 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on your Proxy Card. In light of ongoing public health concerns regarding the COVID-19 pandemic, I strongly encourage you to participate virtually rather than in person.
The meeting will take place on Wednesday, May 18, 202217, 2023 at 10:00 a.m. Central Time.
At this year’s meeting, you will be asked to vote on the following proposals:
| | | | Proposals | | | Recommended Vote | |
| 1 | | | Election of the four Class | | | FOR | |
| 2 | | | Ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for | | | FOR | |
| 3 | | | Approval, on an advisory basis, of the compensation of the Company’s named executive officers | | | FOR | |
| 4 | | | Approval, on an advisory basis, of the frequency of future shareholder votes on executive compensation | | | EVERY ONE YEAR | |
Management will also report on United Fire Group, Inc.’s business and shareholders will have an opportunity to ask questions of management and Ernst & Young LLP.
Attached you will find a notice of the Annual Meeting and a proxy statement that contains additional information about the meeting and explains the methods you can use to vote your proxy, including by telephone and over the Internet.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to sign your proxy card and return it in the enclosed postage-paid envelope or vote by telephone or Internet prior to the meeting. This ensures that your shares of United Fire Group, Inc.’s Common Stock will be represented and voted at the meeting, even if you cannot attend.
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James W. Noyce
Chairman of the Board
Chairman of the Board
UNITED FIRE GROUP, INC.
118 Second Avenue SE, Cedar Rapids, Iowa 52401
Notice of 20222023 Annual Meeting of Shareholders of United Fire Group, Inc.
Date and time: Wednesday, May 18, 2022,17, 2023 at 10:00 a.m. Central Time.
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 20222023 Annual Meeting of Shareholders (the “Annual Meeting”), submit questions and vote online by logging on to www.meetnow.global/M4LJAGLM5Y2PNQ 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. In light of ongoing public health concerns regarding the COVID-19 pandemic, we encourage shareholders to participate virtually rather than in person.
Items of business: At the Annual Meeting, we will ask shareholders to:
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Elect four Class BA Directors identified in the attached proxy statement to three-year terms expiring in 2025 and one Class C Director identified in the attached proxy statement to serve the remainder of a term expiring in 2024.2026.
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Ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022.2023.
3.
Approve, on an advisory basis, the compensation of our named executive officers.
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Approve, on an advisory basis, of the frequency of future shareholder votes on executive compensation.
5.
Vote upon such other matters as may properly come before the meeting or at any adjournment or postponement thereof.
Who can vote: You can vote if you were a shareholder of record on March 21, 2022.20, 2023.
On or about April 5, 2022,4, 2023, we will begin mailing to our shareholders a Notice Regarding the Availability of Proxy Materials, which will indicate how to access our proxy materials on the Internet. By furnishing the Notice Regarding the Availability of Proxy Materials, we are lowering the costs and reducing the environmental impact of our Annual Meeting.
The Board of Directors recommends that shareholders vote FOR the election of each director nominee named in Proposal 1 of the proxy statement, and FOR Proposals 2 and 3.3 and every ONE YEAR on Proposal 4.
By Order of the Board of Directors,
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Sarah E. Madsen, InterimVice President, Chief Legal Officer & Corporate Secretary
Dated April 5, 20224, 2023 at Cedar Rapids, Iowa
Your vote is important. Instructions on how to vote are contained in this proxy statement and in the Notice Regarding the Availability of Proxy Materials. Please cast your vote by telephone or over the Internet as described in those materials. Alternatively, if you requested a copy of the proxy/voting instruction card by mail, you may mark, sign, date and return the proxy/voting instruction card in the envelope provided.
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UNITED FIRE GROUP, INC.
118 Second Avenue SE, Cedar Rapids, Iowa 52401
118 Second Avenue SE, Cedar Rapids, Iowa 52401
PROXY STATEMENT FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON MAY18, 202217, 2023
OF SHAREHOLDERS TO BE HELD ON MAY
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 20222023 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on Wednesday, May 18, 202217, 2023 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.meetnow.global/M4LJAGLM5Y2PNQ using their 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on the proxy card.
With respect to shares of our $0.001 par value common stock (“Company Common Stock”) held in the United Fire Group, Inc. 401(k) Plan (the “401(k) Plan”), the Board of Directors is soliciting participants on behalf of the Trustee of the 401(k) Plan to direct the Trustee as to how to vote the shares held in the plan.
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.
The Company anticipates that the Notice will be mailed to shareholders and participants in the 401(k) Plan beginning on or about April 5, 2022.4, 2023.
We will solicit proxies principally by mail, but our directors and employees may also solicit proxies by telephone, facsimile, or e-mail. Our directors and employees may also conduct personal solicitations. Our directors and employees will not receive any additional compensation in connection with their solicitation efforts.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 2022:17, 2023: The Notice of the Annual Meeting, this Proxy Statement, the 20212022 Annual Report on Form 10-K10-K/A and the 20212022 Annual Report to Shareholders are available at: http://ir.ufginsurance.com.
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ANNUAL MEETING OF SHAREHOLDERS
Questions and Answers About the Annual Meeting
What is the purpose of the Annual Meeting?
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 BA Directors identified in the attached proxy statement to serve three-year terms expiring in 2025 and one Class C Director identified in the attached proxy statement to serve the remainder of a term expiring in 2024,2026, (ii) the ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022 and2023, (iii) the approval, on an advisory basis, of the compensation of our named executive officers.officers and (iv) the approval, on an advisory basis, of the frequency of future shareholder votes on executive compensation. Our management team will also report on our performance during fiscal year 2021.2022. 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.
How can I attend the Annual Meeting?
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.meetnow.global/M4LJAGLM5Y2PNQ using your 15-digit control number provided with the Notice or on your proxy card.
The Annual Meeting will begin promptly at 10:00 a.m. Central Time. Check-in will begin 15 minutes prior to the start of the meeting. You should allow ample time for check-in procedures, bothwhether in person andor online.
If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please follow the instructions that will be posted on the virtual shareholder meeting login page.
How do I register to attend the Annual Meeting virtually on the Internet?
If you are a shareholder of record (i.e., you hold your shares registered in your name through Computershare Trust Company, N.A., our transfer agent and registrar), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the Notice or on your proxy card that you received with this Proxy Statement to attend the meeting.
If you hold your shares through an intermediary, such as a broker, bank or other nominee, you must register in advance to attend the Annual Meeting virtually on the Internet.
To register in advance to attend the Annual Meeting virtually on the Internet, you must submit a legal proxy that reflects proof of your proxy power. The legal proxy will show your holdings in Company Common Stock with your name. Please forward a copy of the legal proxy along with your email address to Computershare according to the below instructions.
Requests for registration should be directed as follows:
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By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.
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By mail: Computershare, United Fire Group, Inc. Legal Proxy, P.O. Box 43001 Providence, RI 02940-3001. If you submit materials by mail, please also provide your e-mail address.address
Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on May 13, 2022.12, 2023. You will receive a confirmation of your registration by email after Computershare receives your registration materials.
Who may attend the Annual Meeting?
All shareholders of record as of March 21, 202220, 2023 (the “Record Date”) or their duly appointed proxies may attend the Annual Meeting. If you hold your shares through a broker, bank or other nominee, you will
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not be admitted to the Annual Meeting unless you bring a copy of a statement (such as a brokerage statement) from your nominee reflecting your stock ownership as of the Record Date, or register as described above under “How do I register to attend the Annual Meeting virtually on the Internet?”
May shareholders ask questions at the Annual Meeting?
Yes. As part of the Annual Meeting, we will hold a live question and answer session, during which we will answer questions that are pertinent to the Company and the meeting matters, as time permits. Shareholders will have the ability to ask questions in person or submit questions online during the Annual Meeting.
Who is entitled to vote at the Annual Meeting?
Shareholders of Record
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 the Record Date 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 the Record Date, there were 25,119,24425,231,553 shares of Company Common Stock issued and outstanding. Each share of Company Common Stock entitles its record holder to one vote.
Brokerage and Other Account Holders
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 the Record Date, or register as described above under above under “How do I register to attend the Annual Meeting virtually on the Internet?”.
401(k)Plan Participants
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.
What constitutes a quorum for the Annual Meeting?
The presence at the Annual Meeting of a majority of the outstanding shares (50% plus one share) of Company Common Stock represented either in person, virtually during the live webcast, or by proxy, will
constitute a quorum for the transaction of business at the meeting. Abstentions and broker non-votes will each be counted as present for purposes of determining the existence of a quorum at the Annual Meeting.
What is a broker non-vote?
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
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accounting firm for fiscal year 20222023 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.”
Therefore, if you hold your shares in “street name” you should give voting instructions to your broker to ensure your shares are counted in the election of directors, the advisory vote to approve executive compensation and the advisory vote to approve the frequency of future votes on executive compensation. Broker non-votes will have no effect on the voting results of the matters presented at the Annual Meeting.
How do I vote my shares?
You may vote in the following ways:
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In person: We will distribute paper ballots to anyone who wishes to vote in person at the Annual Meeting. However, if you hold your shares in street name, you must request a legal proxy from your broker and bring it to the Annual Meeting in order to vote in person at the Annual Meeting.
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Virtually during the Annual Meeting: See the instructions above under “How can I attend the Annual Meeting?” and “How do I register to attend the Annual Meeting virtually on the Internet?”
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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, James W. NoyceEric J. Martin and Sarah E. Madsen. 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 2022, and2023, FOR approval, on an advisory basis, of the resolution regarding the compensation of our named executive officers.officers and every ONE YEAR, on an advisory basis, as the frequency of future shareholder votes on executive compensation.
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By telephone: To vote your shares by telephone, call the toll-free telephone number on your proxy card. You must have a touch-tone or cellular telephone to use this voting method. You will need to follow the instructions on your proxy card and the voice prompts to vote your shares.
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Over the Internet: You may go to the website listed on your proxy card to vote your shares over the Internet. You will need to follow the instructions on your proxy card and the website to vote your shares.
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 18, 2022.17, 2023. When prompted, you will need to enter the 15- digit15-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 you hold your shares in street name, you may vote by telephone or over the Internet only if your bank, broker or other nominee makes those methods available to you, in which case your broker, bank or other nominee will provide specific instructions for using those options.
If I hold my shares in a brokerage account and do not return voting instructions, will my shares be voted?
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
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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”“non-routine” matters, such as the election of directors, or executive compensation matters, without receiving client voting instructions. A “broker non-vote”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 20222023 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.
Can I revoke my proxy or change my vote after I return my proxy?
Yes. Even after you submit a proxy, you may revoke your proxy or change your vote at any time before the proxy is exercised and vote cast at the Annual Meeting by:
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delivering written notice to our transfer agent, Computershare, P.O. Box 505000, Louisville, KY 40233-5000, or via overnight delivery to Computershare, 462 South 4th St. Ste 1600, Louisville, KY 40202;
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delivering written notice to the Corporate Secretary of United Fire Group, Inc. at P.O. Box 73909, Cedar Rapids, Iowa 52407-3909;
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executing and delivering a later-dated proxy;
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voting again by telephone or Internet;
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appearing and voting in person at the Annual Meeting; or
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attending virtually and voting during the Annual Meeting.
Attendance at the Annual Meeting, either in person or virtually, will not, by itself, revoke a previously granted proxy. If you hold your shares in street name, you may contact your broker, bank or other nominee for instructions as to how to revoke or change your vote.
Who pays for this proxy solicitation?
United Fire Group, Inc. will pay the expenses of this solicitation of proxies. Expenses may include reimbursement to brokerage firms and others of their cost for forwarding solicitation materials to beneficial owners. We have engaged Georgeson Inc. to assist with the solicitation of proxies for an estimated fee of $16,500 plus reimbursement for reasonable out-of-pocket costs and expenses for its services.
Does United Fire Group, Inc. deliver proxy materials electronically?
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 5, 2022.4, 2023. 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.
What are the benefits of electronic delivery?
Electronic delivery reduces United Fire Group, Inc.’s printing and mailing costs as well as the environmental impact of the Annual Meeting. It is also a convenient way for you to receive your proxy materials and makes it easy to vote your shares over the Internet.
How may I obtain copies of United Fire Group, Inc.’s corporate governance documents?
The following documents are available free of charge to any shareholder who requests them 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.
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Anti-Hedging and Anti-Pledging Policy
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Clawback Policy
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Code of Ethics and Business Conduct
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Corporate Governance Guidelines
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Disclosure Policy
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Committee Charters — Audit Committee, Compensation and Human Capital Committee, Executive Committee, Investment Committee, Nominating and Governance Committee and Risk Management Committee
In addition, copies of our Articles of Incorporation and Bylaws are available free of charge to any shareholder who requests them by writing to United Fire Group, Inc., Attn: Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909. Our Articles of Incorporation and Bylaws are also available free of charge on the SEC’s EDGAR website at www.sec.gov.
Delivery of One Set of Annual Meeting Materials to Shareholders in a Single Residence
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 and helps to minimize the environmental impact of the Annual Meeting. We and some brokers household proxy materials and annual reports to shareholders unless contrary instructions have been received from the affected shareholders. Once you have received notice from us, your broker, or other designated intermediary that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent.
If, at any time, you no longer wish to participate in householding and would prefer to receive a separate printed proxy statement and annual report to shareholders, notify us by calling our transfer agent at (877) 373-6374, or submit a written request via regular mail to Computershare, P.O. Box 505000, Louisville, KY 40233-5000, or via overnight delivery to Computershare, 462 South 4th St., Ste 1600, Louisville, KY 40202.
Shareholders who currently receive multiple copies of their proxy materials and would like to request householding should submit a written request to: Computershare Trust Company, N.A. at either address above.
Please include the Company’s name, United Fire Group, Inc., and your account number(s), in any correspondence regarding householding. Street name shareholders wishing to cancel or request householding of their proxy materials should contact their brokers directly.
Electronic Availability of Proxy Materials
Electronic versions of our Notice of the Annual Meeting, this Proxy Statement and 20212022 Annual Report to Shareholders are available on our public website, http://ir.ufginsurance.com by selecting Financial Documents and then Annual Reports and Proxy. The information provided on our website is not part of this proxy statement and is not incorporated herein by this reference.
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BOARD OF DIRECTORS
Our Board of Directors currently consists of 1312 directors. The current membership includes: James W. Noyce (Chairman), Kyle D. Skogman (Vice Chairman), John-Paul E. Besong, Scott L. Carlton, Brenda K. Clancy, Christopher R. Drahozal, Matthew Foran, Mark A. Green, Kevin J. Leidwinger, Lura E. McBride, George D. Milligan James W. Noyce (Chairman), Mary K. Quass, Randy A. Ramlo, Kyle D. Skogman (Vice Chairman) and Susan E. Voss.
As previously announced, Ms. QuassMr. Skogman will retire from the Board of Directors effective immediately following the Annual Meeting, pursuant to the Company’s retirement age policy. Mr. Skogman has notifiedserved on the Company’s Board of Directors since 2000 and the Company of her intention not to standis grateful for reelection as a director when her present term will expire at the Annual Meeting. The Company thanks Ms. Quass for herhis many years of distinguisheddedicated service toon the Company. ImmediatelyBoard of Directors. Effective immediately following the Annual Meeting, the size of the Board of Directors will be reduced to 1211 directors.
Corporate Governance
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.
Board Size, Composition and Independence Determination
Our Board of Directors currently consists of 1312 members, divided among three classes (Class A, Class B and Class C). Following the departure of Ms. Quass immediately after the Annual Meeting, the size of the Board of Directorsthere will be reduced to 12 members,11 directors, with three directors in Class B and four directors in each of Classes A B and C.
Mr. Noyce serves as the Chairman and Mr. Skogman serves as Vice Chairman. We do not intend to appoint a new Vice Chairman following Mr. Skogman’s retirement from the Board.
The Board of Directors requires a majority of our directors to be independent, as defined in the listing rules of The NASDAQNasdaq Global Select Market (“NASDAQ”Nasdaq”). The Board of Directors determines director independence by applying the definition of independence contained in the applicable NASDAQNasdaq Listing Rules, both for purposes of NASDAQ’sNasdaq’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 and Human Capital Committee (“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 20212022 and each director nominee and determined that 1211 of our 1312 existing directors are independent. All directors except Mr. RamloLeidwinger, our President and CEO, are independent within the meaning of the NASDAQNasdaq Listing Rules. In addition, Randy Ramlo, our former President and CEO, served on the Board of Directors last year until his retirement in August 2022 and was not deemed independent under Nasdaq Listing Rules.
Qualifications, Skills and Diversity of Directors and Director Nominees
Our Nominating and Governance Committee, with input from our Chief Executive Officer, reviews and evaluates all director nominees, including incumbent nominees. The Nominating and Governance Committee and the Board of Directors seek qualified individuals who possess the minimum qualifications and the desirable qualities or skills described under the heading “Director Nomination Process” in this proxy statement.
All of our incumbent directors and nominees possess both the specific minimum qualifications and the desirable qualities or skills. The following charts reflect the qualifications, key skillsets and diversity of our nominees and continuing directors.
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| Director Qualifications and Experience | | | John Paul Besong | | | Scott Carlton | | | Brenda Clancy | | | Christopher Drahozal | | | Matthew Foran | | | Mark Green | | | Leidwinger | | | McBride | | | Milligan | | | Noyce | | | Susan Voss | | ||||||
| Academia & Education | | | | | | | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Accounting | | | | | | 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 | | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | 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 | | | | | | | | | | | | |
Our directors provide an effective mix of experience and fresh perspective, as shown on the following charts reflecting information regarding our nominees and continuing directors.
![[MISSING IMAGE: tm2211241d1-pc_age4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/tm2211241d1-pc_age4clr.jpg) | ![[MISSING IMAGE: tm2211241d1-bc_tenure4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/tm2211241d1-bc_tenure4clr.jpg) |
![[MISSING IMAGE: tm2211241d1-pc_independ4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/tm2211241d1-pc_independ4clr.jpg) | ![[MISSING IMAGE: tm2211241d1-pc_gender4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/tm2211241d1-pc_gender4clr.jpg) |
Age
![[MISSING IMAGE: pc_age-4c.jpg]](/files/DEF 14A/0001104659-23-041486/pc_age-4c.jpg)
The average age is 60 as of April 4, 2023.
Independent
![[MISSING IMAGE: bc_independent-4c.jpg]](/files/DEF 14A/0001104659-23-041486/bc_independent-4c.jpg)
Tenure
![[MISSING IMAGE: bc_tenure-4c.jpg]](/files/DEF 14A/0001104659-23-041486/bc_tenure-4c.jpg)
The average tenure is 9.7 years.
Gender
![[MISSING IMAGE: bc_gender-4c.jpg]](/files/DEF 14A/0001104659-23-041486/bc_gender-4c.jpg)
Board Diversity Matrix
The table below provides certain highlights of the composition of our Board members and nominees as of April 5, 2022, including our nominees and continuing directors,4, 2023, with categories as set forth in Nasdaq Listing Rule 5605(f).
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| | Board Diversity Matrix | | Board Diversity Matrix | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | Total Number of Directors: 12 | | | | | | | | | | | | | | | | | | | | | | Total Number of Directors: 12 | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | ||||||||||||||||||||||||||||||||
| | Gender Identity | | | | | | | | | | | | | | | | | | | | | | Gender Identity | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | Directors | | | | 3 | | | | | 9 | | | | | — | | | | | — | | | Directors | | | | 3 | | | | | 9 | | | | | — | | | | | — | | | ||||||||
| | Demographic Background | | | | | | | | | | | | | | | | | | | | | | Demographic Background | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | African American or Black | | | | — | | | | | 1 | | | | | — | | | | | — | | | African American or Black | | | | — | | | | | 1 | | | | | — | | | | | — | | | ||||||||
| | Alaskan Native or Native American | | | | — | | | | | — | | | | | — | | | | | — | | | White | | | | 3 | | | | | 8 | | | | | — | | | | | — | | | ||||||||
| | Asian | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||
| | Hispanic or Latinx | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||
| | Native Hawaiian or Pacific Islander | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||
| | White | | | | 3 | | | | | 8 | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||
| | Two or More Races or Ethnicities | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||
| | LGBTQ+ | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||
| | Did Not Disclose Demographic Background | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||
Attendance at Director and Shareholder Meetings
The full Board of Directors met foursix times including participating in one retreat during 2021.2022. All of the directors attended 75% or more of the aggregate number of meetings of the Board of Directors and each of the committees on which they served. Our Corporate Governance Guidelines require directors to attend our Annual Meeting. All directors serving at the time of the 2021 annual meeting2022 Annual Meeting of shareholdersShareholders attended that meeting.meeting, with the exception of Mr. Besong, who did not attend for medical reasons.
Director Retirement
According to our Bylaws, each director must submit his or her resignation from the Board of Directors no later than the first day of February after he or she reaches age 72, and such resignation must be effective no later than the next Annual Meeting. Pursuant to this policy, Ms. Quass is not standing for re-election atMr. Skogman will be retiring from the Board of Directors effective as of the Annual Meeting.
Director Stock Ownership
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.
Current beneficial stock ownership for each director can be found in the table under “Security Ownership by Certain Beneficial Owners” in this proxy statement. All of our current directors comply with our stock ownership guidelines.
Board Leadership Structure
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.Chairman. We also have an independent Vice Chairman who is responsible for presiding in the
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 toand may decide from time to time to change our approach based on 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 not an independent director, the independent directors serving at that time will elect an independent director to serve as lead director.
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Our independent Chairman is responsible for the effective functioning of the Board of Directors and generally has the following duties:
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Provide guidance to our Chief Executive Officer and facilitate effective communication and relationships between the Board of Directors and management;
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Set agendas for Board of Directors meetings and take steps to ensure that the Board of Directors is receiving accurate and timely information on matters relevant to their duties;
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Preside at all shareholder and director meetings; and
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Speak on behalf of the Board of Directors when necessary or appropriate.
The Board of Directors has six standing committees: an Audit Committee, Compensation and Human Capital Committee, Executive Committee, Investment Committee, Nominating and Governance Committee and Risk Management Committee. Only independent directors may serve on the Audit Committee, Compensation and Human Capital 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.
Risk Oversight by the Board of Directors
The Risk Management Committee’s charter requires it to assist the Board of Directors in identifying and evaluating risks inherent in our business and to oversee and review the significant policies, procedures, and practices employed to manage risks. 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 ofincludes our President & Chief Executive Officer, Executive Vice President & Chief OperatingFinancial Officer, Executive Vice President & Chief FinancialOperating Officer, Vice President & Chief Investment and Strategy Officer, Vice President & Chief Claims Officer, Vice President & General Counsel,Chief Legal Officer, Vice President — Corporate Marketing, Vice President & Chief Technology Officer, Vice President & StrategyChief Underwriting 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 2021,2022, 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 risks faced by our Company: insurance risk and operational risk. We employ a multi-disciplinarymulti- 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.
ERM issues are also discussed during quarterly meetings of our full Board of Directors, where directors are updated on ERM issues and the ongoing efforts of the executive ERM committee and our Risk Management Committee. The work of our executive ERM committee, in conjunction with the Risk
Management Committee and the Board of Directors, has led to the development of new tools, such as the CATography Underwriter™ tool, designed to aid in the evaluation and mitigation of our Company’s business risks.
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The Risk Management Committee also reviews and evaluates the Company’s identification, assessment and management of risks associated with environmental, social and governance (“ESG”) matters, including but not limited to climate change and ESG-related emerging risks.
Cybersecurity risk oversight is a focus area of our Risk Management Committee and the full Board. Our Chief Technology Officer provides quarterly updates with the Risk Management Committee and shares the findings of information security program reviews and responses with the full Board. Further, outside advisors are periodically invited to join meetings to provide relevant cyber updates. As part of our efforts to manage our cybersecurity risks, we have engaged an independent firm to assist with conducting penetration tests and provide advice on our information security program. The Company has made ongoing continuous improvements to all aspects of the Information Security Program; specifically in the implementation of secure remote access solutions with Multifactor Authentication, next-generation endpoint detection and remediation, cloud-based security controls, automated scanning and outside validation of security controls. Additionally, we require employees to complete cybersecurity training at least annually. When a specific cyber threat is identified, we may create additional trainings with targeted content for our employees.
In addition, certain Board committees oversee risk within their respective areas of responsibility. For example, the Audit Committee has been charged with primary oversight of financial, accounting and securities related risks, and the Compensation and Human Capital 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 and Human Capital 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.
Clawback Policy
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. We are in the process of revising our Clawback Policy in accordance with recently adopted final rules under the Dodd-Frank Act and Nasdaq Listing Rules. 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.
Anti-Hedging and Anti-Pledging 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) purchasing 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 and officers are not permitted to hold securities of the Company in margin accounts or to 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.
Code of Ethics
Our Board of Directors has adopted a Code of Ethics and Business Conduct that applies to all of our officers, directors, and employees.employees and is reviewed annually by our Nominating and Governance Committee. 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,
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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.
Board Effectiveness Assessment and Evaluation Process
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.
Director Compensation
We have designed the compensation of our non-employee directors to attract and retain qualified directors and to align directors’ interests with the interests of our shareholders. See “Director Compensation” in this proxy statement for a description of our directors’ compensation program and the fees paid to our non-employeenon- employee directors during 2021.2022.
Executive Sessions of Independent Directors
The independent directors meet in executive session following each meeting of the Board of Directors. The Chairman of the Board presides at meetings of the independent directors. These sessions allow the independent directors to discuss topics without management present. Four executive sessions were held in 2021.2022.
Access to Management and Independent Advisers
The independent directors have access to management and, as necessary and appropriate, to independent advisers.
ESG Initiatives and Oversight
We recognize that our internal and external stakeholders are increasingly focused on our approach to corporate responsibility, including environmental, social, and governance (ESG) matters. In response, United Fire Group, Inc. has implemented a cross-functional approach to ensure human capital initiatives and sustainability matters are incorporated into our core business operations and our strategic plan.
In addition to engaging our leaders in ESG initiatives, the United Fire Group, Inc. Board of Directors also evaluates and oversees risks related to ESG matters, and has revised theirthe committee charters to reflect these additional responsibilities. Our Nominating and Corporate Governance Committee oversees our ESG policies and practices generally, and reviews our voluntary ESG disclosures, goals and metrics provided.that we provide. The Audit Committee, in its oversight of financial risk exposures, internal controls and financial reporting, reviews policies, processes, and internal controls for collecting ESG data to ensure disclosures containing ESG data are accurate, reliable, and consistent. The Compensation and Human Capital Committee oversees our human capital management and diversity, equity and inclusion initiatives as well asand corporate culture matters.matters, and also reviews and approves our human rights and diversity, equity and inclusion policies. The Investment Committee reviews risks related to
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our investment portfolio, with oversight of any responsible investment strategies and associated risks (in consultation with the Risk Management Committee). The Risk Management Committee reviews and evaluates the Company’s identification, assessment and management of risks associated with ESG matters, including but not limited to climate change and ESG-related emerging risks, as well as coordinates with other committees of the Board of Directors on ESG risks specific to such committee’s area of oversight.
During 2021,2022 and early 2023, highlights of our ESG initiatives and achievements included:
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Net-Zero Waste Initiative: The UFG GreenUFGreen Team launched a net-zero waste program across the Cedar Rapids campus in July 2022, aimed at diverting 20 tons of landfill-bound trash generated annually from office buildings by July 2024. Employees can discard waste in designated composting, recycling, or trash-to-energy bins.
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Decreased Plastic Waste: The UFGreen Team is dedicated to sustainability practices in UFG facilities. In 2021, UFG recycled eight tonsThe UFGreen Team leads our effort to reduce usage of cardboard and paper, amounting to 115 trees saved. Additionally, we engaged janitorial vendors that use sustainable cleaning products and electrostatic disinfection techniques.plastic water bottles through installation of water filling stations in our offices.
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Implementation of E-Billing for Panel Counsel: In 2022, we implemented an e-billing platform for the electronic submission of invoices by panel counsel, thereby substantially reducing the volume of paper bills regularly generated by law firms acting on behalf of our insureds.
Social
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Expansion of Employee Resource Groups: In January 2023, we expanded our employee resource groups offerings to add UFG Pride Alliance, a resource for support, education and Inclusion: United Fire Group, Inc. adopted and published a Board-approved Diversity & Inclusion (“DEI”) policy in January 2022, coupledcelebration for those who identify with a new D&I program to be seen overseen by a DE&I Council. (http://ir.ufginsurance.com, by selecting Overview, thenor who are allies of the LGBTQIA+ community. UFG Pride Alliance is the
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Enhanced Employee Engagement and Accountability: United Fire Group Inc. conductsWe conduct quarterly Pulse engagement surveys designed to provide management with actionable insights into employee wellbeingwell-being and sense of inclusion. A Pulse survey asks employees to rate their current satisfaction and engagement levels with their role and the workplace. Summary results are publicized to employees via the Pulse Promise“Pulse Promise” dashboard on the company intranet. In the fourth quarter of 2022, 797 employees (72%) participated in the survey. The Company’s overall Pulse score was 4.1 out of 5.
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Creation of Ombuds Office: We established an Ombuds Office, where employees can confidentially, impartially, informally and independently discuss workplace conflicts or concerns.
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Implementation of a Comprehensive Whistleblower Hotline: We improved upon our prior ethics and compliance hotline capabilities to confidentially receive and triage ethics complaints via toll-free phone number or online portal. The enhanced hotline includes translation services, allowing internal and external reporters to submit complaints in their preferred language.
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Focus on Flexible Work Arrangements:Arrangements: We offer employees flexible work arrangements, which allow them to work remotely, in the office, or a hybrid arrangement.arrangement, along with allowing for variable work schedules, with supervisor approval. We are committed to ensuring all employees enjoy a rich career journey with a strong sense of inclusiveness, regardless of where they work.
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Increase in Gender Diversity of Senior Leadership: In January 2023, the gender diversity of the Company’s senior leadership team improved with the hiring of female candidates in the positions of EVP & Chief Operating Officer and VP & Director of Business Enablement. These key hires improved the percentage of females in senior leadership from 21% to 33% as of January 31, 2023.
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Expanded Wellness Offerings: We are committed to promoting the holistic wellness of all of our employees. We maintain wellness centers at most of our Cedar Rapids, Denver and Houston metropolitan area offices, as well as provide weekly wellness webinars, an enterprise-wide resiliency program, a wellness reward system for health insurance premium discounts, mental health resources, and access to virtual fitness, weight loss, nutrition, and mindfulness classes.
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Commitment to Community Service: In 2022, our employees dedicated 2,880 hours to their communities, an increase of nearly 2,000 recorded hours from 2021. We provide a benefit of 16 hours of paid time off to each employee each year to participate in community service activities.
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Robust Training Offerings: Through our Learning and Risk CommitteesKnowledge team, we identify the training needs of employees, plan individual training measures with our employees, set detailed training targets (such as learning hours per employee per quarter, and total learning hours per quarter for the Board revised their committee chartersenterprise), and evaluate the effectiveness of training through course evaluations. We offer a catalog featuring over 1,100 in-person and virtual training courses. In 2022, our employees completed over 30,000 learning hours, which represents an increase of about 12,500 hours compared to formally acknowledge their oversight of ESG-matters. Additionally, in making those revisions, the2021. The Compensation Committee was renamedreceives quarterly updates on our progress relative to employee training targets, and the Compensationexpansion of course offerings.
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Transformation of Leadership Development: In 2022, we transformed our leadership development efforts with the launch of UFG’s Emerging Leadership Development Program (“LDP”). LDP is an intensive leadership program dedicated to employees who informally lead, coach and Human Capital Committee to reflect a broader oversightmentor others, with the goal of employee matters than solely compensation. The Compensation and Human Capital Committee will overseeorganically developing the Company’s policies, processes and practices relating to human capital matters, including but not limited to: (i) executive compensation, benefit policies and programs, (ii) executive development, (iii) talent management, (iv) workforce diversity, equity and inclusion programs, and (v) workplace environment and corporate culture.future formal leaders.
Governance
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Vendor Management: In conducting due diligence on our vendors, we conduct due diligence onconsider a number of risk factors prior to a vendor’s appointment. These considerations include, but are not limited to, each
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vendor’s financial stability; anti-money laundering, bribery and corruption compliance; economic sanctions compliance; business continuity arrangements; and assessment of the vendor’s operation against international best-practice standards for health and safety, environmental management, labor relations, human rights performance, diversity, and governance and accountability.
In addition to these initiatives, we have established the following ESG priorities for 2023:
Environmental
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Develop a Comprehensive Environmental Policy: We intend to develop and disclose a comprehensive enterprise-level environmental policy.
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Quantify Greenhouse Gas (“GHG”) Emissions: We intend to quantify and disclose our total Direct GHG emissions and total Scope 2 GHG emissions, as well as identify and disclose GHG emissions reduction targets, and our performance against those targets. Upon quantifying our GHG emissions, we further intend to engage an independent third party to verify our findings.
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Disclose Low Carbon Investments: We intend to disclose our investments in low carbon opportunities and formalize our strategy relative to investing in the fossil fuel sector.
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Further Scaling of Corporate Real Estate: In 2023, we intend to lease out at least 28,000 square feet at our corporate headquarters in Cedar Rapids and facilitate the prospective tenant’s participation in our Net-Zero Waste Initiative.
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Vendor Code of Conduct: In 2023, we intend to formalize a Vendor Code of Conduct to address and audit systemic risks in the supply chain. The Vendor Code of Conduct will articulate, among other things, our standards on suppliers’ performance concerning human rights, including human trafficking and slavery, prohibitions on the use of child or forced labor, collective bargaining, and working hours[, and our methods of enforcing the policy]. The Vendor Code of Conduct will also address policies and practices used to promote economic inclusion and the consideration of ESG and DE&I factors in the selection of vendors.
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Occupational Health & Safety: We intend to formalize our commitment to the health and safety of our workforce and suppliers in our facilities and operations by developing a policy addressing occupational health and safety and disclosing quantitative information concerning our performance on occupational health and safety measures.
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Labor Policies: In 2023, we intend to formalize our labor rights policy, as well as reaffirming our commitment to providing a fair wage for our employees.
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Cyber Security: We understand the critical importance of cyber security and intend to disclose information on management’s approach to identifying and addressing data security risks.
For more information, refer to our website, www.unitedfiregroup.comwww.ufginsurance.com under the heading “Investors” and then “Overview,” as well as under the heading “About UFG” and then “Corporate Responsibility.responsibility.” Many of these ESG-related efforts are also discussed in our most recent Annual Report on Form 10-K.10-K/A.
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Committees of the Board
The current membership of the six standing committees of the Board of Directors is shown in the following table:
| Director Name | | | Audit Committee | | | Compensation Committee | | | Executive Committee | | | Investment Committee | | | Nominating and Governance Committee | | | Risk Management Committee | |
| Executive Director | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | M | | | M | | | | | | M | | |
| Independent Directors | | | | | | | | | | | | | | | | | | | |
| John-Paul E. Besong | | | M | | | | | | | | | | | | | | | M | |
| Scott L. Carlton | | | M, F | | | M | | | | | | C | | | | | | | |
| Brenda K. Clancy | | | C, F | | | M | | | M | | | | | | | | | | |
| Christopher R. Drahozal | | | M | | | | | | M | | | | | | | | | C | |
| | | | | | | | | | | | M | | | | | | M | | |
| Mark A. Green | | | | | | M | | | | | | | | | | | | M | |
| Lura E. McBride | | | | | | M | | | | | | | | | M | | | M | |
| George D. Milligan | | | M | | | | | | M | | | M | | | C | | | | |
| James W. Noyce, Chairman of the Board | | | M, F | | | M | | | C | | | | | | M | | | | |
| Kyle D. Skogman, Vice Chair of the Board | | | M | | | | | | M | | | M | | | M | | | | |
| Susan E. Voss | | | | | | C | | | | | | M | | | | | | M | |
M = Member | C = Chair | F = Audit Committee Financial Expert.
Audit Committee
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 NASDAQNasdaq 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 also reviews policies, processes, and internal controls for collecting ESG data. The Audit Committee met foureight times during 2021,2022, including one time in a joint session with the Risk Management Committee, four special disclosure meetings and one continuing educationclosing meeting.
Compensation and Human Capital Committee
All of the members of our Compensation and Human Capital Committee are independent under the NASDAQNasdaq Listing Rules, applicable law, and the applicable rules and regulations of the SEC, including Section 10C(a) of the Exchange
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Act. No Compensation and Human Capital 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 and Human Capital Committee member received any consulting, advisory, or other compensatory fee from us. No Compensation and Human Capital 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.
Compensation and Human Capital Committee Interlocks and Insider Participation
During 2021,2022, none of our executive officers served on the compensation committee (or its equivalent) or Boardboard of Directorsdirectors of another entity whose executive officer(s) served on our Board of Directors or Compensation and Human Capital Committee. No Compensation and Human Capital Committee member had any relationship requiring disclosure under the heading “Transactions with Related Persons” in this proxy statement.
Responsibilities and Authority
The role of the Compensation and Human Capital Committee is to assist the Board of Directors in satisfying its responsibilities relating to the compensation of our senior executive officers and directors as well as the review of our human capital management practices. The Compensation and Human Capital 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 and Human Capital 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 and Human Capital Committee may not delegate authority for matters affecting the executive officers. The Compensation and Human Capital 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 2021,2022, the Compensation and Human Capital 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 the Compensation Discussion and Analysis in this proxy statement. The Compensation and Human CapitalCommittee also oversees the Company’s policies, processes and practices relating to human capital matters, such as executive development, talent management, workforce diversity, equity and inclusion programs, and workplace environment and corporate culture. The Compensation and Human Capital Committee met eightsix times during 2021.2022.
Executive Committee
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 four times during 2021.2022.
Investment Committee
The Investment Committee develops and oversees the Investment Policies and Acquisition/Holding Investment Practices of the Company and its subsidiaries. In addition, it reviews the Company’s investments and the quality and performance of, and the risks related to, the Company’s investment portfolios. The Investment Committee meets regularly with our Chief Investment Officer and his staff. The Investment Committee met four times during 2021.2022.
Risk Management Committee
For a description of responsibilities and activities of the Risk Management Committee, see “Risk Oversight by the Board of Directors” in this proxy statement. During 2022, the Risk Management Committee met four times as a committee, including one time in a joint session with the Audit Committee.
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Nominating and Governance Committee
All of the members of our Nominating and Governance Committee are independent under the NASDAQNasdaq Listing Rules 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 also oversees and provides input regarding the Company’s policies, strategies, programs and any goals that may be established from time to time related to ESG matters, as well as any public disclosures relating thereto. The Nominating and Governance Committee met fivefour times during 2021.2022.
Director Nomination Process
The Nominating and Governance Committee has adopted a written policy with regard to the consideration of director candidates, including candidates recommended by shareholders. The Nominating and Governance Committee evaluates candidates recommended by shareholders in the same manner as it evaluates other candidates. The committee seeks candidates with the following minimum qualifications:
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Each candidate must be prepared to represent the best interests of all of our shareholders and not just one particular constituency.
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Each candidate must be an individual who has demonstrated integrity and ethics in the candidate’s personal, business, and professional life and has an established record of business and professional accomplishment.
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Neither the candidate nor the candidate’s family members (as defined in the NASDAQNasdaq Listing Rules), affiliates or associates (as defined in Rule 405 promulgated under the Securities Act of 1933) shall have any material personal, financial, or professional interest in any present or potential competitor of ours.
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Each candidate must, as a director, agree to participate fully in Board of Directors activities, including active membership on at least one Board committee and attendance at, and active participation in, meetings of the Board of Directors and the committee(s) of which he or she is a member and not have other personal, business or professional commitments that would interfere with or limit his or her ability to do so.
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Our Articles of Incorporation require that every director is also a shareholder. Each candidate must be willing to make, and financially capable of making, an investment in Company Common Stock as required by the non-employee director stock ownership guidelines adopted by our Board of Directors.
The Nominating and Governance Committee considers it very desirable for candidates to possess the following qualities or skills:
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Each candidate should contribute to the Board of Directors’ overall diversity, which is broadly construed to mean a variety of opinions, perspectives, personal experience, business experience, professional experience, and backgrounds (such as gender, race, and ethnicity), as well as other differentiating characteristics.
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Each candidate should contribute positively to the existing chemistry and collaborative culture among the directors.
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Each candidate should possess professional, business and personal experience and expertise relevant to the Company’s business. In this regard, the Nominating and Governance Committee will consider financial, management and business background, personal and educational background and experience, community leadership, independence and other qualifications, attributes and potential contributions.
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The Nominating and Governance Committee identifies and screens director candidates and makes its recommendations for directors to the Board of Directors. The Nominating and Governance Committee selects and recommends each candidate to the Board of Directors each year based on its assessment of, among other things:
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the candidate’s personal qualifications as discussed above;
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the past and potential contributions of our current directors, and the value of continuity and prior experience on our Board of Directors;
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the need for a director to possess particular attributes or particular experience or expertise; and
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other factors that it considers relevant, including any specific qualifications the Nominating and Governance Committee adopts from time to time.
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:Attn: Corporate Secretary, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909 using the procedures discussed below.
Transactions with Related Persons
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)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.
There were no related person transactions since the beginning of 20212022 and there are no such currently proposed transactions.
Communicating with the Board of Directors
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.comethicshotline.ufginsurance.com, by selecting Investor Resources and then Concerns/ Complaints, call toll free by telephone at 1-877-256-1056,1-800-461-9330, or write to our Audit Committee at United Fire Group, Inc., Attention:Attn: Audit Committee
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Chair — Confidential, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909. Our Chief Legal Officer and Corporate Secretary, Sarah E. Madsen, and Audit Committee Chair, Brenda K. Clancy, 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.
Shareholder Proposals and Director Nominations for the 20232024 Annual Meeting
To be eligible for inclusion in the proxy materials for the annual meeting of shareholders in 20232024 (the “2023“2024 Annual Meeting”), a shareholder proposal must be received by our Corporate Secretary by the close of business on December 6, 2022.2023. 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:Attn: 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 20232024 Annual Meeting, or any director nomination for our 20232024 Annual Meeting, must be received at our principal executive offices no earlier than the close of business on December 19, 20222023 and no later than the close of business on January 18, 2023.2024. Proposals and nominations must be delivered to our Chairman at United Fire Group, Inc., Attention:Attn: Chairman of the Board, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909.
According to our Articles of Incorporation, minority shareholders who collectively hold at least one-fifth of our outstanding Company Common Stock are entitled to nominate a proportionate number of directors as set forth in Article VII, Section 1(e) of our Articles of Incorporation. Shareholders nominating directors pursuant to this provision must also comply with the provisions of our Bylaws governing director nominations.
In addition to satisfying the requirements regarding director nominations in our Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 18, 2024
Other Matters
Management knows of no other matters that will be brought before the meeting, but if other matters properly come before the meeting, the persons named in the enclosed proxy, or their substitutes, will vote in accordance with their best judgment on such matters.
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PROPOSAL ONE — ELECTION OF DIRECTORS
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 13,12, divided among three classes (Class A, Class B and Class C). FollowingMr. Skogman will not be standing for re-election at the departure of Ms. Quass immediately afterAnnual Meeting. Following the Annual Meeting, the size of the Board of Directorsthere will be reduced to 12 members,11 directors, with three directors in Class B and four directors in each of ClassClasses A B and C.
The four individuals identified as continuing Class BA directors and one Class C director, Mark Green, have, upon the recommendation of the Nominating and Governance Committee, been nominated for election to our Board of Directors at this year’s Annual Meeting.
Director Nominees
Directors (Class A) — Terms Expiring in 2023
| | | ![[MISSING IMAGE: ph_scottlcarlton-4clr.jpg]](/files/DEF 14A/0001104659-23-041486/ph_scottlcarlton-4clr.jpg) Scott L. Carlton Age 54 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 masters of business administration degree from the University of North Carolina 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 has also served as director in the Carolinas chapter of the National Association of Corporate Directors (“NACD”). He is a registered NACD Certified Director, as well as a Governance Fellow and an audit committee financial expert. He also serves on the board of E4 Carolinas of Charlotte, North Carolina as Treasurer. Mr. Carlton is a first cousin by marriage to Mr. Drahozal, another director of the Company. | | |
| | | ![[MISSING IMAGE: ph_brendakclancy-4clr.jpg]](/files/DEF 14A/0001104659-23-041486/ph_brendakclancy-4clr.jpg) Brenda K. Clancy Age 68 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. | | |
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| | | ![[MISSING IMAGE: ph_kevinjleidwinger-4clr.jpg]](/files/DEF 14A/0001104659-23-041486/ph_kevinjleidwinger-4clr.jpg) Kevin J. Leidwinger Age 59 Director since 2022 | | | | Mr. Leidwinger became our President and Chief Executive Officer in August 2022 after more than 30 years in the insurance industry. He previously served as President and Chief Operating Officer of CNA Commercial, a property and casualty business insurance company from June 2015 to April 2022. He also spent many years with Chubb Commercial Insurance, where he served in casualty, liability and underwriting management roles. Mr. Leidwinger served as Director of National Council on Compensation Insurance, Inc. (NCCI) and NCCI Holdings, Inc. from May 2018 to April 2022, and has served as Director of 2001 Development Corporation since September 2022. Mr. Leidwinger received an undergraduate degree from Dickinson College. | | |
| | | ![[MISSING IMAGE: ph_susanevoss-4clr.jpg]](/files/DEF 14A/0001104659-23-041486/ph_susanevoss-4clr.jpg) Susan E. Voss Age 67 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. | | |
Vote Required and Board Recommendation
Directors in uncontested elections are elected by a majority vote of the shares, represented either in person or by proxy, and entitled to vote in the election at the Annual Meeting at which a quorum is present. In tabulating the voting results for the election of directors, “FOR” votes are counted in favor of the election of a director, and “AGAINST” votes are counted against the election of a director. Abstentions will have the same effect as a vote against the director.
The Board of Directors recommends a vote FOR the election to the Board of each of the four director
nominees identified in this proxy statement.
nominees identified in this proxy statement.
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Continuing Directors
The following individuals are continuing members of our Board of Directors who are not up for election at the Annual Meeting.
Directors (Class B) — Terms Expiring in 20222025
| | | ![[MISSING IMAGE: ph_johnpaulebesong-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/ph_johnpaulebesong-4clr.jpg) ![[MISSING IMAGE: ph_johnpaulebesong-4clr.jpg]](/files/DEF 14A/0001104659-23-041486/ph_johnpaulebesong-4clr.jpg) John-Paul E. Besong Age 69 Director since 2013 | | | | Mr. Besong has a strong technical, business and management background with a distinguished management career as an officer and information technology expert of a Fortune 500 company. Mr. Besong 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. | | |
| | | ![[MISSING IMAGE: ph_matthewforan-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/ph_matthewforan-4clr.jpg) ![[MISSING IMAGE: ph_matthewforan-4clr.jpg]](/files/DEF 14A/0001104659-23-041486/ph_matthewforan-4clr.jpg) Matthew Foran Age 42 Director since 2022 | | | | | |
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| | | ![[MISSING IMAGE: ph_jameswnoyce-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/ph_jameswnoyce-4clr.jpg) ![[MISSING IMAGE: ph_jameswnoyce-4clr.jpg]](/files/DEF 14A/0001104659-23-041486/ph_jameswnoyce-4clr.jpg) James W. Noyce Age 67 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. | ||
![[MISSING IMAGE: ph_kyledskogman-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/ph_kyledskogman-4clr.jpg) | | |
Directors (Class C) — Terms Expiring in 2024
| | | ![[MISSING IMAGE: ph_markgreen-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/ph_markgreen-4clr.jpg) ![[MISSING IMAGE: ph_markgreen-4clr.jpg]](/files/DEF 14A/0001104659-23-041486/ph_markgreen-4clr.jpg) Mark Green Age 55 Director since 2022 | | | | Mr. Green is an | | |
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![[MISSING IMAGE: ph_scottlcarlton-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/ph_scottlcarlton-4clr.jpg) | ||||||||
![[MISSING IMAGE: ph_brendakclancy-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/ph_brendakclancy-4clr.jpg) |
| | | ![[MISSING IMAGE: ph_randyaramlo-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/ph_randyaramlo-4clr.jpg) ![[MISSING IMAGE: ph_christopherrdrahoz-4clr.jpg]](/files/DEF 14A/0001104659-23-041486/ph_christopherrdrahoz-4clr.jpg) Christopher R. Drahozal Age 61 Director since | | | | |||
![[MISSING IMAGE: ph_susanevoss-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/ph_susanevoss-4clr.jpg) |
![[MISSING IMAGE: ph_christopherrdrahoz-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/ph_christopherrdrahoz-4clr.jpg) | | | ||||||
| | | ![[MISSING IMAGE: ph_luraemcbride-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/ph_luraemcbride-4clr.jpg) ![[MISSING IMAGE: ph_luraemcbride-4clr.jpg]](/files/DEF 14A/0001104659-23-041486/ph_luraemcbride-4clr.jpg) Lura E. McBride Age 51 Director since 2021 | | | | Ms. McBride | | |
| | | ![[MISSING IMAGE: ph_georgedmilligan-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/ph_georgedmilligan-4clr.jpg) ![[MISSING IMAGE: ph_georgedmilligan-4clr.jpg]](/files/DEF 14A/0001104659-23-041486/ph_georgedmilligan-4clr.jpg) George D. Milligan Age 66 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. | | |
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Director Not Standing for Reelection
| | | ![[MISSING IMAGE: ph_marykquass-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-042740/ph_marykquass-4clr.jpg) ![[MISSING IMAGE: ph_kyledskogman-4clr.jpg]](/files/DEF 14A/0001104659-23-041486/ph_kyledskogman-4clr.jpg) Kyle D. Skogman Age 72 Director since | | | | | |
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PROPOSAL TWO — RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Information About Our Independent Registered Public Accounting Firm
The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for 20222023 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.
Fees Billed to United Fire Group, Inc. During 20212022 and 20202021
The following table represents the total fees billed for services rendered to us by Ernst & Young LLP for the fiscal years ended December 31, 2021,2022, and December 31, 2020, respectively:2021, respectively. The 2021 fee amounts have been adjusted from amounts previously reported due to final adjustments in the billing for that year which occurred subsequent to our initial disclosure of the fees:
| Services | | 2021 Fees ($) | | 2020 Fees ($) | | | 2022 Fees ($) | | 2021 Fees ($) | | ||||||||||||||||
| Audit(1) | | | | 1,277,000 | | | | | 1,345,000 | | | | | | 1,350,000 | | | | | 1,230,000 | | | ||||
| Audit-Related(2) | | | | — | | | | | — | | | | | | 67,850 | | | | | — | | | ||||
| Tax(3) | | | | 231,215 | | | | | 118,240 | | | | | | 202,187 | | | | | 231,215 | | | ||||
| All Other | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
| Total Fees | | | | 1,508,215 | | | | | 1,463,240 | | | | | | 1,620,037 | | | | | 1,461,215 | | | ||||
(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.
(2)
Audit-Related Fees. “Audit-Related” fees consist of fees for assurance and related services that are traditionally performed by the independent registered public accounting firm and are reasonably related to the performance of the audit or the review of our financial statements, but are not reported as “Audit” fees.
(3)
Tax Fees. Tax fees billed to us by Ernst & Young LLP in 20212022 and 20202021 related to tax compliance, tax advice, or tax planning services rendered to us.
Audit Committee Pre-Approval
The Audit Committee of our Board of Directors is governed by a charter that requires the Audit Committee to appoint, evaluate, and oversee our independent registered public accounting firm. As part of its responsibilities, the Audit Committee reviews and approves the provision of all audit and non-audit services for the purpose of assuring the independence of our independent auditors. The Audit Committee pre-approved all of the services provided and the fees charged by Ernst & Young LLP during 20212022 and 2020.2021.
Vote Required and Board Recommendation
Ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 20222023 requires the affirmative vote of a majority of the votes cast on
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this proposal. In tabulating the voting results for the ratification of the appointment of Ernst & Young LLP, abstentions will not affect the voting results on this proposal because only “FOR” and “AGAINST” votes are counted as votes cast.
The Audit Committee and the Board of Directors recommend a vote FOR ratification of the Audit Committee’s appointment of Ernst & Young LLP as United Fire Group, Inc.’s independent registered public accounting firm for 2022.2023.
Report of the Audit Committee*
February 20222023
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 foureight times during 2021,2022, including one time in a joint session with the Risk Management Committee, four special disclosure meetings and one continuing educationclosing meeting.
The Audit Committee has:
•
reviewed and discussed the audited Consolidated Financial Statements with management;
•
discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC;
•
received from Ernst & Young LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence; and
•
discussed with the independent auditors,auditor, the auditors’auditor’s independence.
The Audit Committee has discussed with United Fire Group, Inc.’s internal auditor and with Ernst & Young LLP the overall scope and plans for their respective audits. The Audit Committee met with the internal auditor and Ernst & Young LLP both with and without management present, to discuss the results of their examinations, the evaluations of United Fire Group, Inc.’s internal controls and the overall quality of United Fire Group, Inc.’s financial reporting process.
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, 2021,2022, 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, 20222023 and recommends that the shareholders ratify the appointment.
Brenda K. Clancy, Chair
Kyle D. Skogman
John-Paul E. Besong
Scott L. Carlton
Christopher R. Drahozal
George D. Milligan
James W. Noyce
Kyle D. Skogman
John-Paul E. Besong
Scott L. Carlton
Christopher R. Drahozal
George D. Milligan
James W. Noyce
*
This Report of the Audit Committee is not “soliciting material” and is not deemed “filed” with the SEC. The incorporation by reference of this proxy statement into any document filed with the SEC by the Company shall not be deemed to include this report unless such report is specifically stated to be incorporated by reference into such document.
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PROPOSAL THREE — SHAREHOLDER ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
Say-On-Pay Advisory Vote
As required pursuant to Section 14A of the Exchange Act, shareholders have the opportunity to vote, on a non-binding advisory basis, on the compensation of our named executive officers (“Say-on-Pay Vote”). Our Board of Directors is committed to corporate governance best practices and recognizes the interest of shareholders in executive compensation matters. Although the vote is advisory and is not binding on the Board of Directors, the Compensation and Human Capital Committee will review the voting results and consider the constructive feedback obtained through the shareholder advisory vote in making decisions about future compensation arrangements for our named executive officers.
Based on the voting results of the 2017 Annual Meeting of Shareholders with respect to the frequency of future Say-on-Pay votes, the Board had decided to include a Say-on-Pay vote in our proxy statement on an annual basis until the next required advisorybasis. Shareholders are again being asked to vote on the frequency of future Say-on-Pay votes.votes at the Annual Meeting. The Board of Directors is recommending that Say-on-Pay votes continue to be held annually.
As discussed in the “Compensation Discussion and Analysis” in this proxy statement, the Board of Directors believes that our current executive compensation program directly links executive compensation to our Company’s performance and aligns the interests of our named executive officers with those of our shareholders. For example:
•
Our executive compensation program encourages executive decision-making that is aligned with the long-term interests of our shareholders;
•
Bonuses and performance stock unit awards for named executive officers are tied to specific performance goals;
•
We encourage long-term stock ownership by our executive officers with award features such as time-based vesting;
•
We have adopted stock ownership guidelines for our executive officers; and
•
Our compensation uses a balance of short- and long-term performance metrics to encourage the efficient management of our business and minimize excessive risk-taking.
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.”
Vote Required and Board Recommendation
Approval of the resolution regarding the compensation of our named executive officers requires the affirmative vote of a majority of the votes cast on this proposal. In tabulating the voting results for the resolution regarding executive compensation, abstentions will not affect the voting results on this proposal because only “FOR” and “AGAINST” votes are counted as votes cast.
The Board of Directors recommends a vote FOR the approval, on an advisory basis, of the compensation of our named executive officers.
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PROPOSAL FOUR — ADVISORY VOTE ON THE FREQUENCY OF FUTURE SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION
Say-On-Frequency Advisory Vote
In accordance with the Dodd-Frank Act, shareholders have the opportunity to vote, on a non-binding advisory basis, on the frequency of future advisory votes on executive compensation, commonly referred to as a “say-on-frequency” vote. You are given the option on the proxy card of selecting a frequency of every one, two or three years, or abstaining.
Although the vote is non-binding, the Board of Directors and the Compensation Committee will carefully review the voting results. Notwithstanding the Board of Director’s recommendation and the outcome of the shareholder vote, we may decide to conduct future advisory votes on a more or less frequent basis and may vary the frequency of advisory votes based on factors such as discussions with shareholders and the adoption of material changes to our compensation programs.
The Board of Directors has determined that an advisory vote on executive compensation that occurs every year is the best approach for our Company. While our executive compensation programs are designed to promote a long-term connection between pay and performance, the Board of Directors recognizes that compensation disclosures are made annually. Holding an annual advisory vote on executive compensation would provide the Company with more direct and immediate feedback on those compensation disclosures.
Vote Required and Board Recommendation
Shareholders are not voting to approve or disapprove the Board of Directors’ recommendation. Instead, the proxy card provides shareholders with four choices with respect to this proposal: one year, two years, three years or shareholders may abstain from voting on the proposal. The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be considered by the Board of Directors as the shareholders’ recommendation as to the frequency of future say-on-pay votes. Abstentions will not affect the voting results on this proposal.
The Board of Directors recommends a vote for ONE YEAR
as the frequency of future shareholder votes on executive compensation.
as the frequency of future shareholder votes on executive compensation.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of the Record Date, with respect to persons known to us to beneficially own more than five percent of the Company Common Stock, based solely on our review of filings with the SEC pursuant to Section 13(d) or 13(g) of the Exchange Act. Except as otherwise indicated, each of the shareholders listed in the following table has sole voting and dispositive power over the shares of common stock beneficially owned:
| 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 | | | | | 3,537,605 | | | | | | (1) | | | | | | 14.1% | | |
| Common | | | Dee Ann McIntyre 1218 Bishops Lodge Rd Santa Fe, NY 87501-1099 | | | | | 2,997,102 | | | | | | (2) | | | | | | 11.9% | | |
| Common | | | The Vanguard Group 100 Vanguard Blvd Malvern, PA 19355 | | | | | 2,476,134 | | | | | | (3) | | | | | | 9.9% | | |
| Common | | | EARNEST Partners, LLC 1180 Peachtree St NE, Ste 2300 Atlanta, GA 30309 | | | | | 1,793,931 | | | | | | (4) | | | | | | 7.1% | | |
| Common | | | Dimensional Fund Advisors LP 6300 Bee Cave Rd, Building One Austin, TX 78746 | | | | | 1,554,141 | | | | | | (5) | | | | | | 6.2% | | |
| 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 | | | | | 3,727,923 | | | | | | 14.8% | | |
Dee Ann McIntyre(2) 1218 Bishops Lodge Rd. Santa Fe, NM 87501-1009 | | | | | 2,997,102 | | | | | | 11.9% | | |
The Vanguard Group(3) 100 Vanguard Blvd Malvern, PA 19355 | | | | | 2,569,033 | | | | | | 10.2% | | |
Dimensional Fund Advisors LP(4) 6300 Bee Cave Rd, Building One Austin, TX 78746 | | | | | 1,684,237 | | | | | | 6.7% | | |
EARNEST Partners, LLC(5) 1180 Peachtree St NE, Ste 2300 Atlanta, GA 30309 | | | | | 1,663,638 | | | | | | 6.6% | | |
(1)
Based on a Schedule 13G (Amendment No. 1)2) filed with the SEC on January 27, 2022,23, 2023, the number of securities beneficially owned by BlackRock, Inc. as of December 31, 20212022 includes: 3,483,6833,681,097 shares for which it holds sole voting power and 3,537,6053,727,923 shares for which it holds sole dispositive power.
(2)
Based on a Schedule 13G (Amendment No. 7) filed with the SEC on February 14, 2019, the number of securities beneficially owned by Mrs. McIntyre as of December 31, 2018 includes: 2,525,239 shares for which Mrs. McIntyre holds sole voting and dispositive power, and 471,863 shares for which Mrs. McIntyre holds shared voting and dispositive power.
(3)
Based on a Schedule 13G (Amendment No. 7)9) filed with the SEC on February 10, 2022,9, 2023, the number of securities beneficially owned by The Vanguard Group as of December 31, 20212022 includes: 16,99515,097 shares for which is holds shared voting power, 2,442,3562,534,872 shares for which it holds sole dispositive power and 33,77834,161 shares for which it holds shared dispositive power.
(4)
Based on a Schedule 13G (Amendment No. 20)14) filed with the SEC on February 11, 2022, the number of securities beneficially owned by EARNEST Partners, LLC as of December 31, 2021 includes: 1,259,107 shares for which it holds sole voting power and 1,793,931 shares for which it holds sole dispositive power.
(5)
Based on a Schedule 13G (Amendment No. 21) filed with the SEC on February 14, 2023, the number of securities beneficially owned by EARNEST Partners, LLC as of December 31, 2022 includes: 1,157,829 shares for which it holds sole voting power and 1,663,638 shares for which it holds sole dispositive power.
Security Ownership of Management
The following table sets forth certain information regarding the beneficial ownership of our Company Common Stock as of the Record Date, with respect to each of our directors, director nominees, named executive officers and all of our directors and executive officers as a group. Except as otherwise indicated, each of the shareholders listed in the following table has sole voting and dispositive power over the shares beneficially owned:
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| Name of Beneficial Owner | | Amount and Nature of Beneficial Ownership (#)(1) | | Percent of Common Stock Outstanding (%) | | | Amount and Nature of Beneficial Ownership (#)(1) | | Percent of Common Stock Outstanding (%) | | ||||||||||||||||
| Jeremy J. Bahl | | | | 18,619(2) | | | | | * | | | |||||||||||||||
| John-Paul E. Besong | | | | 14,898.5616(2) | | | | | * | | | | | | 16,944 | | | | | * | | | ||||
| Scott L. Carlton | | | | 221,098(3) | | | | | * | | | | | | 263,542(3) | | | | | 1.04% | | | ||||
| Robert F. Cataldo | | | | 17,396(4) | | | | | * | | | | | | 30,766(4) | | | | | * | | | ||||
| Brenda K. Clancy | | | | 8,308.3296(5) | | | | | * | | | | | | 10,262 | | | | | * | | | ||||
| Christopher R. Drahozal | | | | 816,858(6) | | | | | 3.25 | | | | | | 818,763(5) | | | | | 3.24% | | | ||||
| Matthew Foran | | | | 0(7) | | | | | * | | | | | | 2,405 | | | | | * | | | ||||
| Mark Green | | | | 0(8) | | | | | * | | | |||||||||||||||
| Dawn M. Jaffray | | | | 13,599(9) | | | | | * | | | |||||||||||||||
| Mark A. Green | | | | 4,205 | | | | | * | | | |||||||||||||||
| Kevin J. Leidwinger | | | | 32,187 | | | | | * | | | |||||||||||||||
| Eric J. Martin | | | | 25,499(6) | | | | | * | | | |||||||||||||||
| Lura E. McBride | | | | 4,199(10) | | | | | * | | | | | | 6,604(7) | | | | | * | | | ||||
| George D. Milligan | | | | 48,792.965454(11) | | | | | * | | | | | | 60,135 | | | | | * | | | ||||
| James W. Noyce | | | | 18,554(12) | | | | | * | | | | | | 20,459(8) | | | | | * | | | ||||
| Randy L. Patten | | | | 3,242.521285(13) | | | | | * | | | | | | 2,980(9) | | | | | * | | | ||||
| Mary K. Quass | | | | 22,181(14) | | | | | * | | | |||||||||||||||
| Randy A. Ramlo | | | | 103,764.7969(15) | | | | | * | | | | | | 326,074(10) | | | | | 1.29% | | | ||||
| Kyle D. Skogman | | | | 40,667(16) | | | | | * | | | | | | 43,572(11) | | | | | * | | | ||||
| Susan E. Voss | | | | 12,375.876572(17) | | | | | * | | | | | | 14,280(12) | | | | | * | | | ||||
| Michael T. Wilkins | | | | 59,486.813(18) | | | | | * | | | | | | 169,474(13) | | | | | * | | | ||||
| Micah Woolstenhulme | | | | 29,596(19) | | | | | * | | | | | | 37,458(14) | | | | | * | | | ||||
| All directors and executive officers as a group | | | | 1,435,017.86 | | | | | 5.71 | | | |||||||||||||||
| All directors and executive officers as a group (19 persons) | | | | 1,903,314 | | | | | 7.54% | | | |||||||||||||||
*
Represents less than 1% of the issued and outstanding shares of Company Common Stock as of March 21, 2022.20, 2023.
(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 of Company Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days from March 21, 2022,20, 2023, and Company Common Stock issuable upon the vesting of restricted stock units (“RSU”) within 60 days from March 21, 2022,20, 2023, to be outstanding. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
(2)
Includes 14,898.56166,365 shares owned individually by Mr. BesongBahl, 238 shares owned by a Company 401(k) account for Mr. Bahl’s benefit, and stock options for 1,755shares12,016 shares that are exercisable by Mr. BesongBahl on or before 60 days from March 21, 2022.20, 2023.
(3)
Includes 174,576202,226 shares owned individually by Mr. Carlton and 46,52261,316 shares owned in accounts for the benefit of Mr. Carlton’s children.
(4)
Includes 17,39611,392 shares owned individually by Mr. Cataldo, and stock options for 14,86619,374 shares that are exercisable by Mr. Cataldo on or before 60 days from March 21, 2022.20, 2023.
(5)
Includes 8,308.3296 shares owned individually by Ms. Clancy.
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