UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

American National Insurance Company

One Moody Plaza

Galveston, Texas 77550

NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

To Be Held April 28, 201727, 2018

In Galveston, Texas

Notice is hereby given that the Annual Meeting of Stockholders ofAMERICAN NATIONAL INSURANCE COMPANY, a Texas insurance company (the “Company”), will be held in the Mary Moody Northen Auditorium of the American National Insurance Company Building, Second Floor, One Moody Plaza, Galveston, Texas 77550, at 9:8:30 a.m. local time on April 28, 201727, 2018 for the following purposes:

Only holders of common stock of the Company of record at the close of business on March 6, 20175, 2018 are entitled to notice of, and to vote at, the meeting or any adjournment thereof.

Except for the ratification of the appointment of KPMG LLP as auditors for 2017,2018, your broker is not permitted to vote on your behalf on any matters to be considered at the stockholders’ meeting unless you provide specific instructions. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or other financial institution before the date of the stockholders’ meeting.

IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE FILL IN, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD AS PROMPTLY AS POSSIBLE. A RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR YOUR CONVENIENCE.

By Order of the Board of Directors

J. Mark Flippin, Secretary

April 4, 20172, 2018

Important Notice Regarding the Availability of Proxy Materials

for the Stockholders’ Meeting to Be Held on April 28, 2017:27, 2018:

Our proxy materials relating to our 20172018 Annual Meeting (notice, proxy statement, proxy and 20162017 Annual Report) are available at the following website: https://materials.proxyvote.com/028591.This information as well as similar information relating to all of our future Annual Meetings will also be available by calling1-888-252-0177 or by email to investorrelations@americannational.com. We have elected to deliver a full set of proxy materials to all of our stockholders entitled to notice of and to vote at the annual meeting, and distribution will begin on or about April 4, 2017.2, 2018.

For the date, time and location of the 20172018 Annual Meeting and the matters to be voted upon at the 20172018 Annual Meeting, please see the “Notice of Annual Stockholders’ Meeting” above. For the Board’s recommendation regarding those matters, please refer to the accompanying proxy statement. For information on how to obtain directions to attend the meeting and vote in person, please contact Investor Relations at1-888-252-0177 or by email to investorrelations@americannational.com.

TABLE OF CONTENTS

P R O X Y   S T A T E M E N TPROXY STATEMENT

For the Annual Meeting of Stockholders

To Be Held April 28, 201727, 2018

in the Mary Moody Northen Auditorium

on the Second Floor of the

American National Insurance Company Building

One Moody Plaza

Galveston, Texas 77550

INTRODUCTION

The Board of Directors (referred to in this proxy statement as the “Board” or the “Board of Directors”) of AMERICAN NATIONAL INSURANCE COMPANY, a Texas insurance company (sometimes referred to in this proxy statement as the “Company,” “American National,” or as “we,” “us” and “our”), is soliciting your proxy for use at the Annual Meeting of Stockholders of the Company to be held at 9:8:30 a.m. local time, on April 28, 201727, 2018 (the “Annual Meeting”), and at any adjournment thereof. At such meeting, the stockholders will consider and vote upon the items set forth in the attached Notice of Annual Stockholders’ Meeting. These proxy materials will be available overon the Internet.Internet at the following website: https://materials.proxyvote.com/028591.

ATTENDANCE AT THE ANNUAL MEETING

Attendance at the Annual Meeting is limited to stockholders asholders of our Common Stock at the closing of business on the record date, March 6, 2017,5, 2018, or their legal proxy holders, and the Company’s officers and invited guests. All stockholders who would like to attend the meeting must be able to provide proof of ownership of the Company’s common stock as of the record date. Such proof can include a proxy card, a legal proxy or voting instruction card from a broker, bank or other nominee, or a brokerage or bank statement evidencing stock ownership as of the record date. Attendees may be asked to present a form of photo identification at the meeting, such as a valid driver’s license or passport.

INFORMATION CONCERNING PROXY

All shares represented by duly executed proxies received by the Company will be voted in accordance with the instructions shown thereon. If no contrary instructions are given, such proxies will be votedFOR the election as directors of the Company of each of the director nominees named under Proposal 1,FORthe advisory approval of the compensation of our executive officers as disclosed in this proxy statement, andFORthe approval of KPMG LLP as auditors for 2017.2018. The Board of Directors does not know of any other matters to be acted upon at the Annual Meeting. As to any other matter of business that may properly be brought before the Annual Meeting, the enclosed proxy also confers discretionary authority upon the persons named therein to vote the shares represented by such proxy in accordance with their best judgment.

Any stockholder giving a proxy may revoke it by notice in writing addressed to the Secretary of the Company at One Moody Plaza, Galveston, Texas 77550, or by a proxy bearing a later date and properly signed, which may be delivered personally or by mail to the Secretary of the Company prior to the taking of a vote at the Annual Meeting. The execution of a proxy will not affect a stockholder’s right to attend the Annual Meeting and to give the Secretary of the Company notice of such stockholder’s intention to vote in person, in which event the proxy will not be used.

All costs of preparing, assembling and distributing the proxy materials and the cost of solicitation will be paid by the Company. The Company may pay persons holding shares in their names or the names of their nominees for the benefit of others, such as brokerage firms, banks, depositories, and other fiduciaries, for costs incurred in forwarding soliciting materials to their beneficial owners. The Company has retained Broadridge Financial Solutions, Inc., Edgewood, New York, to distribute proxies. The aggregate cost of these services is not expected to exceed $32,000. The Company may also retain other firms or individuals to assist with the solicitation of proxies. Copies of this proxy statement are expected to be distributed beginning on April 4, 2017.2, 2018.

VOTING SECURITIES

As of the close of business on March 6, 2017,5, 2018, which has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting, there were 26,927,11526,938,341 shares of common stock, $1.00 par value per share, of the Company (the “Common Stock”) issued and outstanding and entitled to vote at the meeting. There were no other classes of shares issued and outstanding. A list of registered stockholders eligible to vote may be examined during business hours at the office of the Company’s Secretary, Eighth Floor, American National Insurance Company Building, One Moody Plaza, Galveston, Texas, during the ten day period immediately prior to the meeting, and it will also be available at the meeting.

Each share of Common Stock entitles the holder to one vote in the determination of all matters to be brought before the meeting. Abstentions and brokernon-votes will be counted for the purpose of determining the presence or absence of a quorum, and abstentions will be counted for the purpose of determining the number of votes cast on a given proposal. However, brokernon-votes will not be considered present at the Annual Meeting forwith respect to such proposals and thus will have the practical effect of reducing the number of affirmative votes required to achieve a majority vote by reducing the total number of shares from which a majority is calculated. Any shares for which a broker or nominee does not have discretionary voting authority under applicable NASDAQ Stock Market, LLC (“NASDAQ”) rules will be considered as shares not entitled to vote and will not be considered in the tabulation of the votes. Votes cast at the Annual Meeting will be counted by the independent inspector(s) of election appointed by the Company.

The required vote for each of the proposals expected to be acted upon at the Annual Meeting is as follows:

Proposal 1 – Election of Directors.The affirmative vote of a majority of the shares present at the Annual Meeting, in person or by proxy, and entitled to vote is required to elect each nominee for director. Abstentions with respect to any director nominee will have the effect of a vote against such nominee.

Proposal 2 – Advisory(non-binding) vote on executive officer compensation(“say-on-pay”). The advisory proposal will be approved if a majority of the shares present at the Annual Meeting, in person or by proxy, and entitled to vote are voted in favor of the proposal. Abstentions will have the effect of a vote against the proposal.

Proposal 3 – Ratification of the appointment of KPMG LLP as auditors for 2017.2018.The appointment of KPMG LLP as the Company’s auditors for 20172018 will be ratified by the affirmative vote of a majority of shares present at the Annual Meeting, in person or by proxy, and entitled to vote. Abstentions will have the effect of a vote against the proposal.

Please note that NASDAQ rules do not give brokers discretionary authority to vote on the election of directors or on thesay-on-pay advisory proposal. This means that your broker, bank, or other nominee cannot vote your shares on such matters unless you provide it with voting instructions. Therefore, if you hold shares of our Common Stock in street name and do not provide voting instructions to your broker, bank, or other nominee, your shares will not be voted on the election of directors or on thesay-on-pay advisory proposal.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of March 6, 2017,5, 2018, except as otherwise noted, concerning each person or group known to own more than five percent of the outstanding shares of our Common Stock.

(2)

Management has been advised that Moody Bank Holding Company, Inc. (“MBHC”), which is wholly-owned by Moody Bancshares, Inc. (“Bancshares”), owns approximately 97.8% of the common stock of Moody National Bank. Management has further been advised that the Three R Trusts, trusts created by Robert L. Moody, Sr. for the benefit of his children, own 100% of Bancshares’ Class B Stock (which elects a majority of Bancshares’ directors) and 51.3%50.3% of Bancshares’ Class A Stock. Accordingly, the Three R Trusts, through ownership of Bancshares, control Moody National Bank. The Trustee of the Three R Trusts is Irwin M. Herz, Jr., one of our advisory directors, and a partner in Greer, Herz & Adams, L.L.P., One Moody Plaza, 18th Floor, Galveston, Texas, General Counsel to us and counsel to Moody National Bank, Bancshares and MBHC.

The beneficial ownership information shown for the Moody National Bank Trust Division is based on information contained in an amended Schedule 13G filed jointly on January 31, 201722, 2018 by the Moody National Bank Trust Division, Bancshares, MBHC, Three R Trusts, and Irwin M. Herz, Jr. (the “Amended 13G”). The percentage of ownership shown in the table is based on the number of shares of our Common Stock outstanding at the close of business on March 5, 2018. According to the Amended 13G, as of December 31, 2016,2017, the Moody National Bank Trust Division, Bancshares and MBHC have shared voting power with respect to 13,224,68013,211,946 shares of our Common Stock and shared investmentdispositive power with respect to 1,105,2861,091,802 shares of our Common Stock; the Three R Trusts and Irwin M. Herz, Jr. have shared voting power with respect to 13,234,23013,221,496 shares of our Common Stock and shared investmentdispositive power with respect to 1,114,8361,101,352 shares of our Common Stock; and Irwin M. Herz, Jr. has sole voting power with respect to 19,23819,675 shares of our Common Stock and sole investmentdispositive power with respect to 17,23817,675 shares of our Common Stock. According to the Amended 13G, Bancshares, MBHC, Three R Trusts and Irwin M. Herz, Jr. disclaim beneficial ownership with respect to the shares of our Common Stock beneficially owned by the Moody National Bank Trust Division. In addition, Irwin M. Herz, Jr. disclaims beneficial ownership with respect to the 9,550 shares of our Common Stock beneficially owned by the Three R Trusts. The principal address of Bancshares and MBHC is 2302 Postoffice, Galveston, Texas 77550. The principal address of the Three R Trusts is 2302 Postoffice, Suite 702, Galveston, Texas 77550, and the principal address of Irwin M. Herz, Jr. is One Moody Plaza, 18^th Floor, Galveston, Texas 77550.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The information contained in the following table is given with respect to the ownership of our Common Stock as of the close of business on March 6, 20175, 2018 by each of our directors and director nominees, each of the executive officers named in the Summary Compensation Table in the “Compensation Tables” section below, and for our directors and executive officers as a group:

(2)	Shares owned by spouse.

(3)	Includes 2,667 shares of our Restricted Stock.

(4)	Shares owned by a family trust.

(5)

Robert L. Moody, Sr. is the remaining life income beneficiary of Trust 19. Directors Frances A. Moody-Dahlberg and Ross R. Moody, as children of Robert L. Moody, Sr., have a contingent residuary interest in his beneficial interest in Trust 19. The numbers in the tables above and immediately below do not include shares held in Trust 19. (See Footnote 4 under “Security Ownership of Certain Beneficial Owners” above for additional information about Trust 19).

(6)	Includes 2,000 shares of our Restricted Stock.

(7)	These shares are owned by The Moody Foundation, of which Frances A. Moody-Dahlberg and Ross R. Moody are Trustees. (See “Security Ownership of Certain Beneficial Owners” above).

(8)	Includes 10,000 shares of our Restricted Stock.

(9)	Includes our Advisory Directors, whose security ownership is described in the next section below.

SECURITY OWNERSHIP OF ADVISORY DIRECTORS

The information contained in the following table is given with respect to the ownership of our Common Stock as of the close of business on March 6, 2017 by each of our advisory directors.

SECURITY OWNERSHIP OF ADVISORY DIRECTORS

The information contained in the following table is given with respect to the ownership of our Common Stock as of the close of business on March 5, 2018 by each of our advisory directors.

(1)	All of the named beneficial owners have sole voting power and sole investment power as to all the shares shown to be directly beneficially owned by them, with the exception of shares that may be owned jointly with their spouses.

(2)

According to the Amended 13G, Mr. Herz may be deemed to have beneficial ownership of the shares of our Common Stock beneficially owned by the Moody National Bank Trust Division and the Three R Trusts; however, Mr. Herz disclaims beneficial ownership of such shares. Accordingly, such shares are not included in this table. (See Footnote 2 under “Security Ownership of Certain Beneficial Owners” above for information regarding the Amended 13G).

(3)	Includes 2,000 shares of our Restricted Stock.restricted stock.

(4)	Shares owned by family trust.

(5)

Robert L. Moody, Sr. is the remaining life income beneficiary of Trust 19. Advisory directors Robert L. Moody, Jr. and Russell S. Moody, as children of Robert L. Moody, Sr., have a contingent residuary interest in his beneficial interest in Trust 19. The numbers in the tables above and immediately below do not include shares held in Trust 19. (See Footnote 4 under “Security Ownership of Certain Beneficial Owners” above for additional information about Trust 19).

(6)	Shares of our Restricted Stock.restricted stock.

(7)	Shares owned by Moody Insurance Group, Inc.

Unless otherwise noted, the information shown in the previous three tables was obtained from ownership disclosures furnished to us by each of the persons or entities listed or from other communications with such persons or entities.

PROPOSAL 1.

ELECTION OF DIRECTORS

Eight (8) directors of the Company are to be elected at the Annual Meeting to serve until our Annual Meeting of Stockholders to be held in April 2018.2019. All nominees now serve as directors of the Company and have consented to be nominated as directors and to be named in this proxy statement. Accordingly, it is not contemplated that any nominee named herein will be unwilling or unable to serve as a director. However, if either of such events should occur, the enclosed proxy permits the persons named in the proxy to vote the shares represented by the proxy in favor of such person or persons as our Board of Directors may nominate upon the recommendation of the Nominating Committee.

The Board has determined that William C. Ansell, Arthur O. Dummer, James P. Payne, E. J. Pederson and James D. Yarbrough are “independent���“independent” as defined in the NASDAQ listing standards.

Board Recommendation: The Board of Directors recommends a vote “FOR” each of the director nominees named under this Proposal 1.

INFORMATION CONCERNING NOMINEES FOR DIRECTORS

The following information is given with respect to the nominees for election at the Annual Meeting:

William C. Ansell, CPA(age 59)60) has been an independent director ona member of our Board since February 2015. Principal Occupation: Partner of Ham, Langston & Brezina, LLP (accounting firm), Houston, Texas since December 2015; Vice President and Shareholder of DRDA, PLLC (accounting firm), Galveston, Texas from 2001 to December 2015. Member of Tremont Street Financial Group, LLC (wealth management and accounting services), Galveston, Texas since 2012; Treasurer of Ducks Unlimited de Mexico(non-profit conservation organization) since 2012; Past Director of Moody National Bank.

Mr. Ansell is a certified public accountant and brings to our Board histhirty-six thirty-seven years of experience in auditing, tax, and business and personal consulting. Mr. Ansell also holds a Series 66 (securities agent and investment adviser representative) license and a Texas general lines insurance agent’s license, which further enhance the experience and expertise he brings to our Board.

Arthur O. Dummer (age 83) has been an independent director on84) was first elected to our Board sincein 2004. Principal Occupation: President, The Donner Company (privately owned actuarial consulting company), Salt Lake City, Utah since 1985. Director of American Underwriters Insurance Company (privately owned insurance company); Past Chairman of the Board of Directors of the National Organization of Life and Health Guaranty Associations, Herndon, Virginia; Past Director ofof: American Community Mutual Insurance Company, Livonia, Michigan (mutual insurance company); American Underwriters Insurance Company; Casualty Underwriters Insurance Company, Salt Lake City, Utah; Beneficial Life Insurance Company, Salt Lake City, Utah; Aurora National Life Assurance Company, Los Angeles, California; Continental Western Life Insurance Company, Des Moines, Iowa; Utah Home Fire Insurance Company, Salt Lake City, Utah; and PHA Life Insurance Company, Portland, Oregon (all privately owned insurance companies); Past Director of National Western Life Insurance Company, Austin, Texas.

Mr. Dummer is a Fellow of the Society of Actuaries and a Member of the American Academy of Actuaries. He has fifty-sevenfifty-eight years of experience in the insurance industry, including service as the former Chief Examiner and Actuary of the Utah Insurance Department. His extensive background in the insurance industry and his knowledge of actuarial and accounting issues are highly valued by our Board.

Frances A. Moody-Dahlberg (age 47)48) was first elected to our Board in 1987. Principal Occupation: Executive Director of The Moody Foundation (charitable and educational foundation) since 1998, and a Trustee of The Moody Foundation since 2004; Director of National Western Life Group, Inc. (publicly traded insurance holding company) since October 2015; Director of National Western Life Insurance Company, Austin, Texas from 1990 to October 2015;since 1990; Director of The Moody Endowment and Transitional Learning Center at Galveston (charitable organizations) since 2012; Director ofGal-Tex Hotel Corporation (hotel management corporation) from March 2000 to December 2003.

Ms. Moody-Dahlberg has over twenty-ninethirty years of experience as a member of our Board. As Executive Director of The Moody Foundation, one of the largest charitable foundations in the State of Texas, she provides insight regarding the concerns of our significantnon-profit stockholders.

Ross R. Moody (age 54)55) was appointed as a director by our Board in November 2016, upon the increase in the size of our Board to eight directors. Principal Occupation: Chairman, President and Chief Executive Officer of National Western Life Group, Inc., Austin, Texas (publicly traded insurance(insurance holding company) since October 2015; Chief Executive Officer of National Western Life Insurance Company, Austin, Texas since 2015; President and Chief Operating Officer of National Western Life Insurance Company

from 1992 to 2015; and a Trustee of The Moody Foundation since 1987. Director of American National County Mutual Insurance Company from 1984 to 2016; Director of The Moody Endowment and Transitional Learning Center at Galveston (charitable organizations) since 2012.2012; Advisory Director of Moody National Bank since 2018.

Mr. Moody has served as an insurance company executive for approximately twenty-fivetwenty-six years. His knowledge and experience is valuable to our Board’s discussions of operational and strategic matters.

James P. Payne(age 72)73) has been an independent director ona member of our Board since February 2015. Principal Occupation: Retired Senior Vice President - Secretary, National Western Life Insurance Company, Austin, Texas, and officer and director of various of its subsidiary companies, 1998 to February 2015.

Mr. Payne has over forty years of experience in the insurance industry, primarily as chief legal officer for various insurance companies. His extensive industry knowledge, government relations background, and significant experience with board and committee processes and deliberations are an asset to our Board.

E. J. “Jere” Pederson(age 69) has been an independent director on70) was first elected to our Board sincein 2014. Principal Occupation: Managing Director of CitareTx Management, LLC (manager of medical device venture development and investment company) since 2007; Special Assistant to the Chief Executive Officer, Texas A&M Health Science Center from October 2013 to June 2014; Interim President, Texas A&M Health Science Center and Interim Vice Chancellor for Health Affairs, Texas A&M University System from October 2012 to October 2013; independent management consultant from September 2006 to October 2012; Executive Vice President and Chief Operating Officer of the University of Texas Medical Branch, Galveston, Texas, from 1986 to 2005; Director and member of the Audit Committee (current Chairman) and the Compensation and Stock Option Committee of National Western Life Group, Inc., Austin, Texas (publicly traded insurance holding company) since October 2015; Director1992 and member of the Audit Committee and the Compensation and Stock Option Committee of National Western Life Insurance Company, Austin, Texas from 1992 to October 2015;Texas; Director of The Sealy & Smith Foundation, Galveston, Texas (charitable organization) since December 2010.

Mr. Pederson brings to our Board the benefit of his financial administrative and governanceadministrative expertise gained through more than thirty years of experience in health care and university administration.

James E. Pozzi (age 66)67) was first elected to our Board in 2012. Principal Occupation: President and Chief Executive Officer since May 2015 and2015; Chairman of the Board sincefrom February 2016;2016 to April 2017; President and Chief Operating Officer from May 2012 to May 2015; Senior Executive Vice President, Chief Administrative Officer from 2008 to May 2012; Senior Executive Vice President, Corporate Planning, Systems and Life Administration from 2004 to 2008; Executive Vice President, Corporate Planning & Development from 1996 to 2004; also a director and/or officer of various Company subsidiaries.

Mr. Pozzi has been an officer of the Company for over fortyforty-five years. His past service in various senior management roles and his current service as President and Chief Executive Officer have provided him with intimate knowledge of our operations.

James D. Yarbrough (age 61) has been an independent director on62) was first elected to our Board sincein 2001. Principal Occupation: Mayor of the City of Galveston, Texas since May 2014; Owner and Consultant, James D. Yarbrough & Co., from October 2011 to May 2014, and October 1989 through December 1994 (privately owned contract management and financial consulting firm); Chairman of Galveston Industrial Development Corporation since May 2014 (municipal government body with responsibility for allocation of certain sales tax revenues); Member of Board of Trustees of the Port of Galveston since May 2014; Director of Economic Development, City of Galveston, Texas, February 2011 through September 2011; County Judge, County of Galveston, Texas, 1995 through 2010; Director and Member of the Governance and Executive Committees of American National Life Insurance Company of New York, and director and member of the Governance Committee of American National Property and Casualty Company, Farm Family Life Insurance Company, Farm Family Casualty Insurance Company, and United Farm Family Insurance Company (subsidiary insurance companies).

Mayor Yarbrough has management experience in both the private and public sectors, including his current service as the Mayor of the City of Galveston and sixteen years as the chief executive of the County of Galveston. In the private sector, he has served as a bank president, owner of a business consulting firm, and director of numerous interests. HisThis varied experience relating toin the governance of variedpublic and complex organizationsprivate sectors makes him a valuable contributor to the Board’s deliberations.

INFORMATION CONCERNING ADVISORY DIRECTORS

The Board of Directors has appointed the following advisory directors, who serve at the pleasure of the Board. Although advisory directors are not entitled to vote on matters considered by the Board or otherwise manage or direct the affairs of the Company, we benefit from their experience and advice. Advisory directors receive the same compensation and benefits as our directors who are not also our officers.

Irwin M. Herz, Jr. (age 76)77) was first appointed as an advisory director in 2004, having previously served as a director from 1981 to 1983 and from 1984 to 2004. Principal Occupation: Since 1980, Partner of Greer, Herz & Adams, L.L.P., General Counsel to the Company; Trustee of the Three R Trusts (trusts for the benefit of the children of Robert L. Moody, Sr.).

Mr. Herz’s service as a director of numerous insurance companies, including over thirty years on our Board, has provided him with extensive knowledge of the insurance industry. In addition, his background as a corporate and commercial lawyer provides a wealth of knowledge and problem-solving skills to the Board.

R. Eugene Lucas (age 91)92) was first appointed as an advisory director in 2004, having previously served as a director from 1981 to 2004. Principal Occupation: Since 1971, President and Director ofGal-Tex Hotel Corporation (hospitality and hotel management company); President ofGal-Tenn Hotel Corporation, LHH Hospitality, LLC, Colorado Landmark Hotels, LLC, Kentucky Landmark Hotels, LLC, and Virginia Landmark Hotels, LLC (hospitality and hotel management companies); Director of Colonel Museum, Inc. (charitable corporation); President and Director of 1859-Beverage Company (hospitality company).

Mr. Lucas has served on our Board for over thirty years, including twenty-three years as a member of our Audit Committee. In addition, Mr. Lucas provides our Board with the perspective of an experienced and knowledgeable executive officer outside of the insurance industry. He has been associated withGal-Tex Hotel Corporation since 1941, including over forty years as its President.

E. Douglas McLeod (age 75)76) was first appointed as an advisory director in 2004, having previously served as a director from 1984 to 2004. Principal Occupation: Chairman and Director of Moody Gardens, Inc. (charitable corporation); Attorney; Past Director of Development of The Moody Foundation (charitable and educational foundation) from 1982 to 2013 (retired); Director of National Western Life Group, Inc. (publicly traded insurance holding company) since October 2015; Director of National Western Life Insurance Company, Austin, Texas from 1979 to October 2015;since 1979; Vice President and Director of Colonel Museum, Inc. (charitable organization); Director of American National County Mutual Insurance Company (subsidiary insurance company); Past Director and past Chairman of Center for Transportation and Commerce (charitable organization); Past Director and Executive Board Member, South Texas College of Law (law school); Past Member of State House of Representatives of the State of Texas (terms ended January 1983).

Mr. McLeod has experience as a lawyer and public servant, including as a state legislator, as well as experience in real estate development andnon-profit administration. He brings a varied set of problem-solving skills and valuable insight to the Board.

Robert L. Moody, Jr. (age 57)58) was first appointed as an advisory director in 2009, having previously served as a director from 1982 to 1987. Principal Occupation: Since 1986, President and Director of Moody Insurance Group, Inc. (privately owned insurance agency); Director of Moody National Bank; Director of Mary Moody Northen Endowment (charitable organization); Director of HomeTown Bank, National Association (national bank); Director of The Moody Endowment, Transitional Learning Center at Galveston and The Mary Moody Northen Endowment (charitable organizations).

Mr. Moody is the owner of Moody Insurance Group, Inc., a marketing consultant to the Company and one of the many significant producers marketing our products. Through this insurance agency experience, Mr. Moody brings the valued perspective of an agent to our Board’s deliberations. In addition, Mr. Moody’s experience as an entrepreneur provides him with a broad perspective of business operations.

Russell S. Moody (age 55)56) was first elected to our Boardappointed as an advisory director in 2016, having previously served as a director since 1986. Principal Occupation: Investments, League City, Texas, since 2003. Advisory Director of National Western Life Group, Inc., Austin, Texas (publicly traded insurance holding company) since June 2016 and Director of such company from October 2015 to June 2016; Director of National Western Life Insurance Company, Austin, Texas from 1988 to October 2015;since 1988; Director of The Moody Endowment and Transitional Learning Center at Galveston (charitable organizations); since July 2009; Director ofGal-Tex Hotel Corporation (hotel management company) from March 2000 to December 2003.

Mr. Moody has served as a member of our Board, as a director or advisory director, for over thirty years. Along with his sister, Frances A. Moody-Dahlberg, Mr. Moody helps to represent the concerns of our significantnon-profit stockholders. Mr. Moody serves as a director of The Moody Endowment, a charitable organization that owns nearly 900,000 shares of our Common Stock.

RELATIONSHIPS AMONG DIRECTORS, ADVISORY DIRECTORS AND CERTAIN ENTITIES

Company director Ross R. Moody and advisory directors Robert L. Moody, Jr. and Russell S. Moody are brothers and the half-brothers of Company director Frances A. Moody-Dahlberg. Advisory director E. Douglas McLeod is the uncle of Frances A. Moody-Dahlberg and the stepfather-in-law of director William C. Ansell. The Moody Foundation owns 34.0% and the Libbie Shearn Moody Trust owns 50.2% ofGal-Tex Hotel Corporation.

DIRECTOR ATTENDANCE AT MEETINGS

During the year ended December 31, 2016,2017, the Board of Directors of the Company held a total of five (5) meetings. All of the directors and all of the advisory directors attended at least 75% of the aggregate of (1) the total number of such meetings and (2) the total number of meetings held by all committees of the Board on which such directors served during such year. It is the Company’s policy that all directors should make an effort to attend the Company’s annual meeting of stockholders. All directors and advisory directors attended the 20162017 Annual Meeting.

BOARD OF DIRECTORS AND COMMITTEES

Board Leadership Structure

Our Chief Executive Officer serves as our Chairman of the Board. The Board does not have a requirement that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated. TheCurrently, James E. Pozzi serves as our Chief Executive Officer, and Ross R. Moody serves as our Chairman of the Board. At the present time, the Board has found that its current leadership structure promotes strategy developmentbelieves the separation of these roles provides enhanced opportunities for discussion and execution and facilitates information flow betweenevaluation of management decisions, which improves the ability of the Board to oversee management and the Board, which are essential to effective governance.exercise leadership. The Board retains the authority to change its leadership structure if it determines that its responsibilities can be better fulfilled with a different approach.

The Board’s Role in Risk Oversight

The Company is exposed to a number of risks and undertakes enterprise risk management reviews to identify and evaluate these risks and to develop plans to manage them effectively. Two committees lend support directly to the Board in overseeing the Company’s consideration and management of material risks. First, the Audit Committee assists the Board of Directors in its oversight of enterprise risk management activities by reviewing and discussing with management all significant enterprise risks and evaluating the processes by which risk assessment and risk management are undertaken. These processes address our major financial and cybercybersecurity risk exposures and the steps management has taken to monitor and mitigate these risks. Second, the Management Risk Committee coordinates the risk management efforts that occur within our business segments to ensure alignment between our risk-taking activities and strategic objectives and ensure consistent application of enterprise risk management processes across all business units. The Management Risk Committee provides reports at each regular meeting of the Board of Directors concerning the Company’s risk management, which may cover risk identification, risk limits and related monitoring, returns on risk-adjusted capital, and information related to the development of the Company’s enterprise risk management program. The Management Risk Committee is comprised of several members of our senior management team and is chaired by the Senior Vice President, Corporate OfficeOffices and Chief Corporate Risk Officer.

Additionally, several other committees and management groups support enterprise risk management activities, including our Board Compensation Committee, which considers risks that may result from our compensation policies and practices. The Board Compensation Committee works directly with its independent compensation consultant and senior management to determine whether such policies and practices improperly encourage management to take risks relating to our business and whether risks arising from our compensation programs are likely to have a material adverse effect on the Company.

Independent Directors and Executive Sessions

The Board has determined, after considering all of the relevant facts and circumstances, that William C. Ansell, Arthur O. Dummer, James P. Payne, E. J. Pederson and James D. Yarbrough are “independent” from management in accordance with the NASDAQ listing standards. To be considered independent, the Board must determine that a director nominee does not have any direct or indirect material relationships with our Companyrelationship that would impairinterfere with his exercise of independent judgment.judgment in carrying out his responsibilities as a director. In making this determination, the Board considered that E. J. Pederson serves as an independent director of National Western Life Insurance Company, a company controlled by Robert L. Moody, Sr., and that James P. Payne is a retired officer of National Western Life Insurance Company and receives certain retirement and health benefits from such company. The Board determined that such relationships do not impair the independence of these director nominees.

Our independent directors meet in executive session at least twice per year. We do not have a lead independent director.

Board Committees

The Company’s Board has an Audit Committee, a Compensation Committee, a Nominating Committee and an Executive Committee. The Compensation Committee of the Board of Directors is referred to herein as the Board Compensation Committee to distinguish it from the Management Compensation Committee.Committee (described further in the “Approach for Determining Form and Amount of Compensation” section of the Compensation Discussion and Analysis below). The Board has determined that all of the members of the Audit Committee, the Board Compensation Committee and the Nominating Committee are independent in accordance with the NASDAQ listing standards and applicable independence requirements under the Securities Exchange Act of 1934.1934, as amended (the “Exchange Act”).

The Board of Directors has adopted written charters for the Audit Committee, the Board Compensation Committee and the Nominating Committee. Each of these committees reviews the adequacy of its charter annually. These charters are posted on the Company’s website at the following address:

https://www.americannational.com/wps/portal/amnat/investor-relations-and-news/corporate-governance

Stockholders may also obtain a printed copy of the committee charters at no charge by writing to the office of the Secretary at One Moody Plaza, Galveston, Texas 77550.

Audit Committee

All of our independent directors serve on the Audit Committee, of which Arthur O. Dummer is Chairman. The Board has determined that Mr. Dummer is the financial expert on the Audit Committee, as defined by NASDAQ listing standards and by the Securities Exchange Act of 1934, as amended.Act. The Audit Committee held tenfifteen meetings during 2016.2017. The Audit Committee is responsible for the following, among other matters, the appointment, compensation and oversight of the work of the Company’s independent auditors, including the plan and scope of the audit and reviewing and confirming the independence of the auditors. The Audit Committee also monitors the adequacy of the Company’s reporting and internal controls, provides oversight to the internal audit function, reviews related party transactions, recommends the inclusion of the Company’s audited financial statements in the Company’s Annual Report, meets periodically with management and the Company’s independent auditors, and assists the Board of Directors with oversight of the Company’s enterprise risk management program. The committee conducts regular executive sessions with the Company’s independent auditors and with internal audit staff.matters:

Board Compensation Committee

All of our independent directors serve on the Board Compensation Committee, of which E. J. Pederson is Chairman. The Board Compensation Committee makes recommendations as to the compensation of the Company’s executive officers. The committee conducts regular executive sessions with its independent compensation consultant without management present. A description of the Company’s process and procedures for the consideration and determination of executive compensation is provided below in the Compensation Discussion and Analysis. The Board Compensation Committee held ninesix meetings during 2016.2017.

Nominating Committee

James D. Yarbrough, Chairman, Arthur O. Dummer and E. J. Pederson are the current members of the Nominating Committee. The Nominating Committee recommends to the Board director nominees to be submitted for election at each Annual Meeting of Stockholders. The Nominating Committee held two meetingsone meeting during 2016.2017. After receiving the Nominating Committee’s recommendations, the full Board nominates the slate of directors to be presented to the Company’s stockholders at the Annual Meeting.

While there are no specific minimum qualifications that a potential nominee must possess, director nominees are evaluated based upon, among other things, their integrity, diversity of experience, business or other relevant experience, leadership, the ability to exercise sound judgment, satisfaction of applicable independence standards, civility, and ability to devote sufficient time to Board matters. The Board of Directors and the Nominating Committee believe that, based on their knowledge of the needs and qualifications of the Board at any given time, the Board, with the help of the Nominating Committee, is best equipped to select nominees that will result in a well-qualified and well-rounded Board of Directors. The Nominating Committee may (but is not required to) consider candidates suggested by management or other members of the Board. In addition, the Nominating Committee may (but is not required to) consider stockholder recommendations for candidates to the Board. In order to recommend a candidate to the Board, stockholders should submit the recommendation to the Chairperson of the Nominating Committee in the manner described in the “Communications with the Board of Directors” section below.

In making its nominations, the Board and the Nominating Committee identify nominees by first evaluating the current members of the Board willing to continue their service. Current members with qualifications and skills that are consistent with the criteria for Board service arere-nominated. The Nominating Committee did not receive any stockholder recommendations for Board nominees to be considered at the Annual Meeting. As to potential new candidates, it is expected that the Board and the Nominating Committee would discuss among themselves and members of management their respective recommendations and any recommendations submitted by stockholders and evaluate the qualifications, experience and background of the potential candidates. The Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating Committee believe that it is valuable that Board members represent diverse experience and viewpoints.

Executive Committee

James E. Pozzi, Chairman, E. J. Pederson and James D. Yarbrough are the present members of the Executive Committee. The Executive Committee may act on behalf of the full Board of Directors between regular Board meetings, within certain limitations established by our corporate organizational documents and applicable law. For example, our Executive Committee may from time to time approve certain expenditures or investment activities. The Executive Committee took action by unanimous written consent twiceheld one meeting during 2016.2017.

INFORMATION CONCERNING EXECUTIVE OFFICERS

The following are our executive officers, other than Mr. Pozzi, who is also a director nominee, their current ages, and their positions and offices for the past five years.

Name of Officer		Age		Position (Year Elected to Position)
David A. Behrens		5455		Executive Vice President, Independent Marketing Group (1999)
John J. Dunn, Jr.			58			Executive Vice President, Chief Financial Officer (2010) and Treasurer (2011)
Johnny D. Johnson		6465		Executive Vice President, Corporate Business Process Officer and Chief Information Officer (2013); Senior Vice President, Corporate Business Process Officer and Chief Information Officer (2012 - 2013)
James W. Pangburn		6061		Executive Vice President, Credit Insurance Division (2014); Senior Vice President, Credit Insurance Division (2004-2014)
John F. Simon		5354		Executive Vice President and Chief Life and Annuity Actuary (2016); Senior Vice President and& Actuary (2013); Senior Vice President and Chief Product Actuary of Protective Life Insurance Company (2010 - 2013)(2010-2013)
Shannon L. Smith		58		Executive Vice President, Chief Agencies Officer, Multiple Line (2017); Senior Vice President, Chief Multiple Line Agency Officer (2013)
Hoyt J. Strickland		6061		Executive Vice President, Career Sales and Service Division (2012)
Timothy A. Walsh		5556		Executive Vice President, Multiple LineCFO, Treasurer and PropertyML and CasualtyP&C Operations (2017); Senior Vice President, Chief Operating Officer, Multiple Line (2015 - 2017); President and Chief Executive Officer of American National Property and Casualty Company (2016)(2015-2017); President and Chief Executive Officer of Farm Family Casualty Insurance Company, Farm Family Life Insurance Company and United Farm Family Insurance Company (2003)
Scott F. Brast		5354		Senior Vice President, Real Estate/Mortgage Loan (2005)
William F. CarltonDeborah K. Janson		5851		Senior Vice President, Corporate Offices (2015) and Chief Corporate Controller (2010)Risk Officer (2017); Vice President, Corporate Planning (2010 – 2015)
Anne M. LeMire		5455		Senior Vice President, Fixed Income and Equity Investments (2015); Vice President, Fixed Income (2006)

Name of Officer		Age		Position (Year Elected to Position)
James P. Stelling		4849		Senior Vice President, Health Insurance Operations (2015); Vice President, Group/Health ComplianceOperations (2002)
Michelle A. Gage		51		Vice President and Controller (2017); Vice President – Multiple Line Finance of Farm Family Casualty Insurance Company, Farm Family Life Insurance Company and United Farm Family Insurance Company (2015-2017); Assistant Vice President – Accounting of Farm Family Casualty Insurance Company, Farm Family Life Insurance Company and United Farm Family Insurance Company (2005-2015)

There are no arrangements or understandings pursuant to which any officer was elected. All officers are elected annually by the Board of Directors and serve until their successors are elected and qualified, unless otherwise specified by the Board.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis explains the philosophy underlying our compensation strategy and the fundamental elements of compensation paid to our executive officers included in the Summary Compensation Table, to whom we refer collectively as our “Named Executive Officers,” or “NEOs.” The NEOs for 20162017 were:

*Mr. Dunn’s employment with us ended on August 21, 2017.

Our Board Compensation Committee (the(which we refer to in this Compensation Discussion and Analysis as the “Committee”), is comprised solely of independent directors and has oversight responsibility for our executive compensation program. The overall goal of the program is to retain and reward leaders who will help the Company create long-term value for our stockholders. With this goal in mind, our compensation program is designed to:

The key components of theour executive compensation program for 20162017 included base salary, a short-term cash incentive award opportunity, and a long-term cash incentive award opportunity. Incentive opportunities for our executives wereare based 100% on performance relative to certain measures aligned with the growth inof our business and long-term stockholder value creation.

We do not grant or maintain individual severance or employment agreements. To further align the interests of our executive officers with those of our stockholders, we maintain stock ownership and retention guidelines and an incentive compensation clawback policy, both of which are described below. Further, our officers are prohibited from engaging in hedging transactions with respect to our stock.

StockholderSay-on-Pay Advisory VotingPay Governance

At the 2017 Annual Meeting, stockholders will have an opportunity to approve, in anon-binding advisory vote, our executive compensation program for 2016 as disclosed in this proxy statement (Proposal 2 below). At the 2016 Annual Meeting, stockholders strongly approved our 2015 executive compensation program (over 84% of the votes cast).

Highlights of our Executive Compensation Program

compensation program and each share of restricted stock count as one share of common stock. The value of an individual’s aggregate holdings in common stock, restricted stock and RSUs is based upon the greater of the market value or book value of the Company’s common stock. The value of an individual’s aggregate holdings in book value units (“BVUs”) is based upon the BVU target value of $100 per BVU. Officers and directors who do not meet the ownership guidelines are given five years to comply and may not sell Company stock without Committee approval. Further, the guidelines recommend that any such holdings. The guidelines for stock ownership as a multiple of base salary are: CEO - five times; President(non-CEO) - three times; other officers - one times. For those officers not currently meeting these guidelines, the Committee has recommended that theydirector or officer retain at least fifty percent (50%) of theafter-tax value of all shares previouslyor other awards received as compensation includingas such shares obtained upon the vesting of RSUs,or other awards vest, until such time as these individuals are inthat compliance with the guidelines.guidelines is attained.

•

Limited Executive Perquisites.Perquisites and TaxGross-ups.The Company keepsWe strive to keep executive perquisites to a minimum. Perquisites generally include nonqualified supplemental health care, a company car for the CEO, memberships in a golf club operated on property owned by a Company subsidiary, and occasional guest travel for company events (treated as taxable income to the executive). We generally do not use taxgross-ups for our executives and have done so in recent years only in rare and limited circumstances. The perquisites and benefits provided to each NEO during 20162017 are included in the “All Other Compensation” column of the Summary Compensation Table, located in the “Compensation Tables” section below, and are reported in further detail in the “All Other Compensation Table - NEOs.”Table—NEOs” in such section.

2017 Executive Compensation Program Summary

Approach for Determining Form and Amount of Compensation

The Committee oversees theand recommends to our Board all compensation policies and programs for our senior officers, including the NEOs, and our incentive compensation plans.NEOs. The Committee has retained FW Cook an independent compensation consulting firm, to assist the Committee with advice and market practices information it needs in dischargingto perform its responsibilities. However, Committee decisions regarding the amount and form of compensation paid to our NEOs may reflect factors and considerations other than the information and advice provided by FW Cook. The Committee also considers recommendations for executives other than the CEO from our Management Compensation Committee, which for 2016at the time 2017 officer compensation recommendations were made was comprised of sixfive of our most senior officers: James E. Pozzi, John J. Dunn, Jr., J.D. Johnson, Bruce M. LePard, Gregory V. Ostergren and John F. Simon. After Mr. Dunn’s separation from the Company in August 2017, Timothy A. Walsh replaced him on the Management Compensation Committee.

Role of Independent Compensation Consultant

During 2016,2017, FW Cook performed the following services for the Committee:

FW Cook is independent of us and has no relationship with us other than assisting the Committee with its executive compensation governance responsibilities. In accordance with SEC rules established under the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended (the “Dodd-Frank Act”), the Committee follows practices that it considers adequate to ensure that the compensation consultant’s advice to the Committee remains objective and is not improperly influenced by our management. These practices include a direct reporting relationship of the consultant to the Committee chairman; a provision in the Committee’s engagement letter with FW Cook specifying the information, data, and recommendations that can and cannot be shared with management; meeting with the consultant at least annually in executive session without management present; an annual update to the Committee on FW Cook’s financial relationship with us, including a summary of the work performed for us during the preceding twelve months; and an assessment and confirmation by the Committee of FW Cook’s independence from us. Additionally, FW Cook has no service lines other than executive compensation consulting, so the potential for any conflict of interest as a result of providing other services to us is nonexistent. With the consent of the Committee chair, FW Cook may, from time to time, contact our executive officers for information necessary to complete its assignments and may make reports and presentations to and on behalf of the Committee that the executive officers also receive.

How We Determine Each Element of Compensation

The compensation process for our NEOs and other executive officers begins with an annual evaluation by the Management Compensation Committee, which considers Company performance against the stated performance measures and goals for the year, each executive officer’s individual performance over the prior year,and contributions to our results, any changes in responsibilities, internal equity and consistency, the future potential of each executive officer, and market data from a range of industry and general market sources. The Management Compensation Committee formulates recommendations based on this process for the base salaries and incentive opportunities for all executive officers other than the members of such committee. After review and approval of the Management Compensation Committee’s recommendations by the CEO, theysuch recommendations are presented to the Committee for its consideration and evaluation. The CEO makes recommendations to the Committee with respect to other members of the Management Compensation Committee. The Committee evaluates these recommendations and makes its own determination for the compensationbase salary and incentive opportunities of our CEO. The Committee’s compensation determinationsrecommendations are alsothen presented to our Board for itsfinal approval.

In determining the amounts of each element of compensation and the aggregate compensation for our NEOs, we review market practices as described under “Market Comparisons” below. We do not use any specific formulae or attempt to satisfy any specific ratiosratio for compensation among our executive officers. We also do not generally target any particular allocation for base salary, annual incentive, or long-term incentive as a percentage of total compensation. Target compensation levels are decided upon based on a

review of relevant market practices; the responsibilities, past performance and future potential of each executive; internal equity considerations; each executive’s ability to impact financial and operational results; and the recommendations of the Committee’s independent compensation consultant.

Market Comparisons

During early 2016,2017, FW Cook evaluated the total direct compensation (consisting of base salary, annual incentives,STI and long-term incentives)LTI) of our NEOs relative to market practices. The compensation of each of our NEOs was compared to that of individuals in comparable positions among a peer group of companies listed below, and to nationally published compensation survey data.

The peer group in place when 20162017 compensation levels were set consisted of sixteenseventeen publicly traded companies in the insurance industry that compete with us for talent, face similar challenges in the financial services sector, and have senior executives with generally comparable responsibilities. As of the date of FW Cook’s report, the 20162017 peer group revenues for the prior four quarters ranged from approximately $1.5 billion to $7.2$7.4 billion (median revenues of approximately $3.8$4.0 billion), and assets ranged from approximately $8.0$6.7 billion to $49.8$55.8 billion (median assets of approximately $20.8$20.5 billion). Our total revenues were approximately $3.0$3.2 billion in 2015,2016, and our assets were approximately $23.8$24.6 billion at the end of 2015,2016, placing us neartowards the middle of the targetpeer group revenue and asset peer group range.ranges. The 20162017 peer group was comprised of the following companies:

The published survey data used by FW Cook covered a broader set of companies within the insurance industry, including many if not all of the peer companies. Our executives were matched to survey data based on job scope and responsibility in order to develop a competitive analysis. The specific surveys used for 20162017 were:

FW Cook also presented a market composite of survey and peer group data to the Committee, weightedone-third as to the peer group andtwo-thirds as to the survey data.

After considering FW Cook’s report and the recommendations of the Management Compensation Committee, the Committee and the Board approved the 20162017 compensation of the NEOs in April 2016.2017.

Elements of 20162017 Compensation Provided to the NEOs

The following table lists the primary elements of our executive compensation program for 20162017 and the primary purpose of each element. Additional explanation of each element is provided below.

Element		Purpose
Base Salary		Provides a fixed level of competitive compensation commensurate with role and responsibility.
Short-Term Incentive Compensation (STIP) in the form of(STI) through an annual cash bonus opportunity		Focuses executive attention on key financial and operational performance measures.
Long-Term Incentive Compensation (LTIP),(LTI) through growth in the formvalue of book value units awarded under the EICP(BVUs)		Aligns executives’ interests with those of our stockholders and helps retain executive talent with deferred vestingthe opportunity for cash payout of BVUs, based on growth in book value units awarded, with cash payout, if any, at the end ofover a three-year period, tied to book value growth.period.

Element		Purpose
Retirement Benefits, consisting ofnon-qualified deferred compensation plans, qualified andnon-qualified Company pension plans (now frozen), and the Company’s 401(k) planPlan		Assists in providing for the long-term financial security and future well-being of our executives and their families.
Health and Welfare Benefits (consisting of basic and supplemental health insurance, disability protection, and life insurance)		Assists in providing for the current well-being and financial protection of our executives and their families.

Base Salary

Base salary is an important component of total compensation for our NEOs, and it is vital to our goal of recruiting and retaining executive officers with proven abilities. Base salaries are determined for each NEO based on abilities, qualifications, accomplishments, and prior work experience.experience and market data. Adjustments are considered annually based on current market data, the consistency of the executive officer’s individual performance over the prior year, changes in responsibilities, future potential and internal equity.

Based on market salarycomposite information provided to the Committee by FW Cook in early 2016,2017, the Committee determinedrecommended increasing Mr. Pozzi’s base salary by $25,000 to leave$975,000 to better approximate the market composite median base salary. Similarly, the Committee recommended increasing the base salaries of Messrs. Walsh and Johnson by approximately ten percent to more closely align with market median salaries for their positions, and the Committee recommended increasing Mr. Strickland’s base salary by approximately three and a half percent. In considering Mr. Walsh’s 2017 base salary, FW Cook and the Committee took into account additional responsibilities Mr. Walsh assumed at the end of 2016 following the departure of our former Executive Vice President and Director of Multiple Line. The Committee recommended leaving the base salaries of Messrs. Dunn Behrens and WalshBehrens unchanged for 2016,2017, finding suchtheir salaries to be reasonably competitive. The Committee found that Mr. Pozzi’s base salary was somewhat below the median of the market composite and peer group data presented by FW Cook. In response to this information, and in accordance withBoard approved the Committee’s recognition of Mr. Pozzi’s commendable performance as CEO, the Committee increased his annualrecommendations for NEO base salary by $50,000, to $950,000. Similarly,salaries in response to the information presented by FW Cook, the Committee determined to increase Mr. Strickland’s base salary by approximately five percent. April 2017.

Base salary changes at our Company typically take effect on May 1^st. As a result, salary amounts shown in the Summary Compensation Table as paid for 2015,2017, for example, include four months (January through April) of amounts paid based on 20142016 approved base salaries and eight months based on 20152017 approved base salaries. This practice can make it appear in the Summary Compensation Table that the annual base salaries for certain NEOs changed from 20152016 to 20162017 when the base salary was actually unchanged.

Incentive Compensation Generally

UnderLike our 2016 EICP, the Committee developed both the STIP2017 EICP featured separate STI and the LTIP to provide separate short-term and long-term incentives, respectively.LTI components. Eligibility to participate in the STIP and LTIPfor EICP participation is determined by the Committee.Committee and the Board. All incentive compensation is subject to review and approval by the Committee and the Board, both at the time of setting performance goals and at the time of payment of awards. In order to receive an incentive compensation award payout, an executive must be employed by us at the time of payout; provided, however, that in the event of death, disability or normal retirement after the age of 65 prior to such payout, the payout will be prorated for the portion of the calendar year up to the date of death, disability or retirement.

Short-Term Incentive Compensation

For 2016,2017, the Committee strengthenedrecommended, and the annual incentive plan by implementingBoard approved, the continuation of the STI framework implemented in 2016, which features a common frameworkset of performance measures for all executives that focus on premium growth, Insurance ROE and the property and casualty combined ratio, and insurance ROE, all of which are important measures of insurance company financial performance.    These metrics are described in further detail below. The metrics for business unit leaders include an additional performance factor relevant to each unit leader’s specific area of operations.

Incentive Opportunities:STIPSTI opportunities are expressed as a percentage of base salary for each participant. For each applicable performance measure, the Committee establishedadopts threshold, target and maximum levels of performance. An NEO’s aggregate STI opportunity is equal to the sum of the incentive opportunities tied to the specific performance measures applicable to that individual. For each performance measure, the payout for threshold level performance is equal to 50% of the target performance payout, and the payout for maximum level performance is equal to 150% of the target performance payout. The earned percentage is prorated for performance between levels. For example, if actual performance under a particular measure is halfway between threshold and target levels, an NEO would receive his threshold award plusone-half of the additional award attributable to target level achievement for that measure.

In setting the 20162017 aggregate target short-term awardSTI opportunity for each NEO, the Committee reviewed peer group and market composite data provided by FW Cook. The Committee ultimatelyCook and determined that aggregate target STI opportunities under the 2016 STIPEICP were reasonably aligned with market median practices. For 2017, therefore, the Committee recommended, and the Board approved, the use of the same aggregate STI award opportunities for the NEOs should generally approximate the target cash award opportunityas under the 20152016 EICP, which for the NEOs as a group averaged approximately 8.6% below the medianexcept that Mr. Walsh’s aggregate target STI opportunity was raised from 60% to 65% of base salary, in recognition of the peer groupadditional responsibilities he assumed upon the departure of our former Executive Vice President and 2.8% above the medianDirector of the market composite.Multiple Line.

The following table reports the aggregate threshold, target and maximum STIPSTI opportunity for each of the NEOs as a percentage of his base salary:

2016 STIP2017 STI Aggregate Incentive Opportunities as a Percentage of Base Salary

Performance Measures:The Committee generally establishesrecommends performance measures and the corresponding levels of performance at threshold, target and maximum levels of performance for our NEOs after consideration of our annual corporatebusiness plan and historical data and with input from the Management Compensation Committee. The Committee and the Board approved the specific performance measures and goals for the 2016 STIP were approved2017 EICP in February and April 2016.2017.

Performance measures and goals are intended to be aspirational and are intentionally set with a level of stretch such that achieving target goals is not assured. NEOs are reasonably likely to meet some, but not all, threshold performance goals. Target performance goals generally are set in accordance with the Company’s annual business plan and include a reasonable degree of stretch. Maximum levels of performance are established at levels including significant stretch and above that which is expected to achieve the performance required under the business plan. Achievement of an aggregate target STI payout generally means that the performance of the NEO and the Company has met yearly objectives established under the STIP.EICP.

PerformanceSTI performance measures used in the 2016 STIP for the NEOs in 2017 are explained below.

In accordance with the terms of the STIP,EICP, the amount of an incentiveSTI award payable based on performance measures unrelated to earnings is reduced by 50% of the calculated amount if Insurance ROE falls below a specified level. This includes the performance measures for Premium Growth, Multiple Line Weighted Life Sales and P&C Direct Written Premium Growth, IMG Life Earned Premium Growth and CSSD Life Earned Premium Growth. The threshold level of Insurance ROE performance was achieved during 2016;2017; accordingly, no such reduction was required.

The table below shows the performance measures and their approximate weightings as a percentage of the total incentiveSTI opportunity for each NEO during 2016.2017. As business unit leaders, Messrs. Ostergren,Walsh, Behrens Walsh and Strickland had an added key operational measure that each had the ability to impact, in addition to the three common performance metrics.

2016 STIP2017 STI Performance Measures and Approximate Weightings

For for NEOs

The table below shows each STIPSTI performance measure and the threshold, target and maximum goals associated with each, along with actual 20162017 performance with respect to each performance measure. Incentive opportunities are expressed as a percentage of base salary.Information regarding our performance measures is provided in the limited context of our STIPSTI discussion in this Compensation Discussion and Analysis and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

An NEO’s aggregate annual incentive opportunity is equal to the sum of the incentive opportunities tied to the specific performance measures applicable to that individual. As noted above, incentive opportunities are expressed as a percentage of base salary.

Following the completion of the 20162017 performance year, the Committee and the Board assessed the Company’s performance against the goals established at the beginning of the year to determine the aggregate annual incentiveSTI award payable to each NEO. The actual aggregate annualSTI awards earned for 20162017 by the NEOs were paid in cash in February 2018 and, as shown below, ranged from 69.8%89.1% to 89.9%109.7% of their respective annualSTI target opportunities.

The following table shows how each NEO performed relative to his 2017 aggregate target award opportunity under the 2016 STIP:STI opportunity:

2016 STIP2017 STI Potential Target Aggregate Incentive Opportunities

for the NEOs Compared to Actual Aggregate STIPSTI Incentive Award Earned

Name		Aggregate Target STI								Actual Aggregate Incentive Award Earned
		As a % of Salary				As $ Amount				As a % of Target STI				As a % of 2017 Salary				As $ Amount
David A. Behrens			70	%		$	378,624				89.1	%			62.4	%		$	337,254
Hoyt J. Strickland			55	%		$	220,592				100.5	%			55.3	%		$	221,652
J.D. Johnson			55	%		$	214,790				98.9	%			54.4	%		$	212,495

Long-Term Incentive Compensation

Pursuant toFor 2017, the new LTIP adopted underCommittee recommended, and the Board approved, the continuation of the LTI framework implemented as part of the 2016 EICP, participants are awarded bookEICP. The Committee and the Board approved the Company’s award to each participant of a target number of BVUs, the ultimate value units (“BVUs”) thatof which will be determined and settled in cash at the end of athe three-year performance period ending December 31, 2018,2019, subject to the Company’s achievement of the required growth in book value. The number of target BVUs initially awarded is based on each executive’s target long-term incentiveLTI opportunity, as approved by the Committee and the Board, stated in dollars and divided by $100 per BVU, reported below for the NEOs.$100. At the end of the three-year performance period, the number of BVUs earned, if any, will be based on the compound annual growth rate (“CAGR”) of the Company’s GAAP book value during such performance period, adjusted for dividends paid. The adjusted three-year CAGR will be determined by adding our dividends paid during 2016, 2017, 2018 and 20182019 to our GAAP book value at December 31, 2018,2019, and dividing such sum by our beginning GAAP book value at December 31, 2015. BVUs earned will be paid out after2016. After the end of the third year, based on the then existing accumulatedeach BVU value, whichearned will be settled in cash in an amount equal to $100 times the adjusted three-year CAGR. The LTIP is designed to operate similarly to the Company’s prior RSU program as a motivator for long-term performance, but without the added dilution from equity awards that the Committee considered to be less effective than a cash-based plan.

The Committee believes providing long-term incentives based on growth in book value aligns management’s economic incentives directly with the long-term financial performance and strength of the Company. Earnings of the Company are either added to the book value per share or paid out as dividends on all outstanding shares. In this way, book value more closely reflects the real economic value of the Company and is not subject to fluctuations in the stock market unrelated to the Company’s performance. In addition, awarding long-term incentives in the form of cash-settled BVUs helps mitigate concerns of stockholder dilution associated with certain equity awards.awards, including the RSUs awarded as LTI in prior years.

For the 2016 LTIP,2017 LTI, the Committee and the Board approved the following book value growth objectives: a threshold book value CAGR of 3.0%4.0%, a target book value CAGR of 6.25%, and a maximum book value CAGR of 9.5%9.0%. The CommitteeSuch objectives were determined these metrics after reviewing our adjusted book value CAGR during theten-year period from 20062007 through 2015.2016.

Effective May 1, 2016,2017, and with Committee and Board approval, the CommitteeCompany awarded each LTI participant, in the LTIP, including all of the NEOs, with a target number of BVUs that varied with the role and responsibilities of each participant within the enterprise. In accordance with the terms of the LTIP,LTI program, each target BVU has an initial value of $100. In recognition that the total direct compensation (base salary, STI and LTI) of the Company’s executives generally trails market total direct compensation as a result of relatively lower levels of long-term incentives, the Committee and the Board increased 2017 LTI opportunities for the NEOs from 2016 LTI levels as follows (as a percentage of base salary): For Mr. Pozzi, from 200% to 225%; for Mr. Walsh, from 47% to 55%; for Mr. Dunn, from 52% to 60%; for Mr. Behrens, from 58% to 65%; and for Messrs. Strickland and Johnson, from 35% to 40%.

The number of target BVUs applicableawarded to each NEO under the 2016 LTIP2017 EICP is shown in the table immediately below. Such table also shows the value of such target BVUs (based on an initial value of $100 per BVU), expressed both as a dollar amount and as a percentage of base salary.

2016 LTIP

2017 LTI Target BVUs

The following table shows the number of BVUs that may be earned by the NEOs at the end of the three-year performance period ending December 31, 2018 in relation to the established book value growth objectives established by the Committee and the target number of BVUs awarded to each:each NEO:

No BVUs will be awarded if book value CAGR, adjusted for dividends, is less than 3%4.0% at the end of the performance period. At or above 3%4.0% book value CAGR, BVUs earned will be prorated between minimum and target levels or, as applicable, between target and maximum levels, depending on the level of CAGR achieved. The number of BVUs actually earned, if any, will be determined based on information as of December 31, 20182019 and settled in cash in March of 2019.2020. The cash settlement amount will equal the number of BVUs earned in accordance with the table above multiplied by accumulated BVU value. Accumulated BVU value equals the initial BVU per unit value of $100 multiplied by the adjusted three-year book value CAGR.

One third of BVUs ultimately awarded, if any, will vest ratably for service at eachyear-end during the three-year performance period. However, such BVUs will not be settled or paid until after the end of the performance period. Unvested BVUs are forfeited if a participant leaves the company for a reason other than normal retirement after age 65, death or disability. The number of BVUs earned is adjustedpro-rata to the date of normal retirement after age 65, death or disability, based on the number of whole months of service, including credit for the month in which any such event occurs. If a participant is terminated for cause, all BVUs are forfeited, regardless of vesting.

The Committee expects to annually makerecommend grants of target BVUs as our LTI program of choice for the foreseeable future. We believe that providing long-term incentive opportunities on an annual basis provides stronger retention incentives for our executive officers and helps improve our competitive positioning with respect to long-term incentive compensation.

AlthoughFor the 2016 LTIP is cash-based, for years prior to 2016 shownEICPs in effect from 2010 through 2015, the Company delivered LTI in the Summary Compensation Table below, long-term incentives were delivered in RSUs. Such RSUform of performance-based grants were madeof RSUs pursuant to the American National Insurance Company 1999 Stock and Incentive Plan (the “1999 Plan”), which is administered by the Committee. Until 2010, we made grants only of restricted stock and freestanding stock appreciation rights under the 1999 Plan. For the EICPs in effect from 2010 through 2015, performance-based grants of RSUs were made under the 1999 Plan based on the achievement of applicable performance objectives. The grant value of RSUs awarded was based on annual performance under the then existing EICPs, in which the incentive awards earned were paid in fixed ratios of cash and RSUs. RSUs awarded vest ratably over three years and do not convey any voting or dividend rights until such time as they vest and are converted into shares of Common Stock. RecipientsAlternatively, recipients may choose to have RSUs settled in cash or a combination of cash and stock upon vesting, after giving consideration to our stock ownership guidelines. The Summary Compensation Table below reflects the grant of performance-based RSUs to our NEOs during 2015 in column (c), “Stock Awards.” In addition, the Outstanding Equity Awards at Year End table below provides information regarding NEO ownership of unvested RSUs.

The 1999 Plan is administered by the Committee. Until 2010, we made grants only of restricted stock and freestanding stock appreciation rights under the 1999 Plan. The Company retains the right to issue equity awards under the 1999 Plan and any future plan. Existing awards under the 1999 Plan vest immediately in the event of a change of control of the Company. At its November 2016 meeting, however, the Committee determined that any future awards made under the 1999 Plan would be subject to accelerated vesting in the event of a change in control only when coupled with a termination of employment.

Retirement Benefits

We maintain Company-sponsored retirement and deferred compensation plans for the benefit of our salaried employees, including our NEOs. These benefits are designed to assist in providing for the long-term financial security of these employees and their families. Like all of our salaried employees, our NEOs are eligible to participate in ourthe American National 401(k) Savings Plan which is(the “401(k) Plan”), a Company-wide,tax-qualified retirement plan. The intent of the plan is to provide all salaried employees with atax-advantaged savings opportunity for retirement. We make an annual matching contribution equal to 100% of each participant’s deferral, up to four percent of his or her compensation, andcompensation. In addition, for plan years 2014 through 2017, we made anon-elective contribution for all participants employed as of the last day of the plan year equal to two percent of his or her compensation for the year. As required, eligible pay under this plan is capped at annual limits established under the Internal Revenue Code of 1986, as amended (the “Code”).

Because eligible pay under the 401(k) Savings Plan is capped under the Code, we have offered additional means for certain employees to save for retirement. Prior to 2014, we offered qualified and nonqualified defined benefit pension plans. The general purpose of thenon-qualified defined benefit pension plans was to restore curtailments of benefits under the qualified plan required to comply with covered compensation limits under the Code. These plans, and the benefits provided under them to the NEOs are further discussed below in connection with the Pension Benefits table.

In July 2013, management recommended and the Committee and the Board approved that we shift our retirement benefits from defined benefit pension plans to contributory defined contribution plans. In accordance with this recommendation, we amended our qualified andnon-qualified defined benefit pension plans effective December 31, 2013 to freeze participation and future benefit accruals, with no additional years of service credit or salary increase credit thereafter. Benefits earned by eligible employees prior to such date are not affected, including any such benefits earned by eligible employees who are not vested as of such date but become fully vested thereafter. All employees were affected by these amendments, including the NEOs.

In connection with the freezing of the defined benefit pension plans, we adopted the American National Family of Companies Executive Supplemental Savings Plan, (the “Executive Plan”), aneffective January 1, 2014. This unfunded nonqualified deferred compensation plan was renamed the American National Executive Supplemental Savings Plan effective January 1, 2014.2015 (the “Executive Plan”). The Executive Plan permits certain executives and highly compensated employees to defer a portion of their compensation that they would otherwise receive and permits us to match such elective deferrals in the same manner as would be permitted under our qualified 401(k) Savings Plan in the absence of limitations imposed by the Code. The Executive Plan includes both employee deferral and Company contribution components. All of the NEOs participate in the Executive Plan.

Pursuant to the Executive Plan, participants may elect to defer a portion of their annual salary and certain performance-based compensation and bonuses. During each plan year, we will make a matching contribution equal to 100% of each participant’s deferral,

up to four percent of his or her compensation in excess of the compensation cap under the 401(k) Savings Plan for that year. In addition, for plan years 2014 through 2017, we will makemade anon-elective contribution to the Executive Plan on behalf of each participant equal to two percent of his or her compensation in excess of such cap, provided that the participant isrecipient was employed by us on the last day of the year (subject to certain exceptions under the Code). For 2015, we contributed an additional amount to the Executive Plan on behalf of participants in the plan who received a lesser matching ornon-elective contribution under the 401(k) Savings Plan because of the reduction in compensation considered under the 401(k) Savings Plan as a result of his or her Executive Plan deferral.

Executive Plan participant deferrals and Company contribution amounts are held in a grantor (rabbi) trust subject to the claims of the creditors of the participant’s employer and are deemed invested in the particular investment options selected by each participant. Participants vest in Company contributions after completing three years of service. Executive Plan participants may elect whether they will receive a distribution of their plan account balances upon termination of employment or at a specified date. Distributions can be made in a lump sum or in five or ten annual installments. As a result of certain restrictions under the Code, most participants (including all of the NEOs) may not actually receive or commence their benefits until six months after termination of employment.

Compensation for purposes of computing the Company’s contributions to an NEO’s Executive Plan account consisted of each participant’sW-2 compensation and amounts not included in income due to a salary reduction agreement, such as for 401(k) Savings Plan contributions. Compensation does not include the value of perquisites,reimbursements or other expense allowances, moving expenses, fringe benefits, deferred compensation, health or welfare benefits or any amounts includable in income due to restricted stock, RSUs, or stock appreciation rights.rights or Christmas bonuses. In addition, inwhen determining the amount of the Company matching andnon-elective contributioncontributions to the Executive Plan, the participant’s compensation is determined before any deferral made under that plan.

The Executive Plan provides that the Company may make discretionary, supplemental contributions from time to time. During 2014, the Committee approved certain supplemental annual contributions to the Executive Plan for four key executives, three of whom are NEOs. The purpose of these supplemental contributions was to provide an additional retention incentive for these executives and to minimize the impact of the freezing of the defined benefit pension plan on them. The Committee approved an annual supplemental contribution for Mr. Pozzi of twenty percent of base salary, until the end of the last calendar year in which he reaches age seventy, and annual ten percent supplemental contributions for Mr. Dunn and Mr. Behrens, until the end of the last calendar year in which each reaches age sixty-five. The Committee discontinued these discretionary annual contributions during 2015 and increased the base salaries of Mr. Dunn and Mr. Behrens by approximately fourteen percent in lieu of such contributions. The Committee also took into consideration the discontinuance of this supplemental contribution when determining Mr. Pozzi’s base salary as CEO in 2015.

Other Benefits

Basic health benefits, disability protection, life insurance and similar programs are provided to make certain that access to healthcare and income protection isare available to our employees and their family members. Each of our NEOs, as well as all of our officers at the parent company of the level of vice president and above, participates in our Merit Plan, a medical plan that supplements our core medical insurance plan. The Merit Plan provides coverage forco-pays, deductibles, and otherout-of-pocket expenses that are not covered by the core medical insurance plan. Benefits under the Merit Plan are taxable to the recipient only to the extent any such benefits are provided for medical expenses that would not be deductible by the recipient for federal income tax purposes.

Special Considerations for Pension-Related Amounts Reported in the Summary Compensation Table

It is important to note that amounts reported in Column (e) (“Changes in Pension Value andNon-Qualified Deferred Compensation Earnings”) of the Summary Compensation Table below are not the result of any Committee decision to increase or decrease pay. For each of the NEOs, the amount reported in such column includes the year-over-year change in accrued pension benefits.benefits under our frozen defined benefit pension plans. Such change is influenced by variables outside of the Committee’sCompany’s control, including interest rates, mortality factors, and the age of each individual.

Special Considerations Regarding ISS Pay for Performance Testing

At its regular meeting on November 2, 2016, the Committee considered the“pay-for-performance” analysis published by Institutional Shareholder Services (“ISS”) earlier in the year. ISS is a corporate governance advisory firm that annually issues voting recommendations to institutional investors regardingsay-on-pay votes conducted by publicly traded companies, including us. ISS reported “high concern” under the “relative degree of alignment” test as part of itspay-for-performance evaluation over the three-year period 2013 - 2015. Such analysis compared the relative alignment of our total stockholder return (“TSR”), as determined by ISS, and the percentile rank of our CEO compensation against that of a peer group of companies selected by ISS. ISS’s analysis showed our TSR during the performance period ranked at the 20^th percentile of the peer group, while our average CEO compensation ranked at the 84^th percentile.

While the Board appointed Mr. Pozzi as our CEO effective May 1, 2015, ISS’s analysis included the pay of our former CEO for two of the three years of the performance period. We believe that ISS will again include the former CEO’s 2014 compensation in its pay for performance testing for 2016 and could again issue another high concern value on the pay for performance test. To further analyze this issue, the Committee ran apro-forma test for 2016 and determined that if ISS’s analysis excluded 2014, and included only

the two years during which Mr. Pozzi has served as CEO, their analysis would likely result in a finding of “low concern.” While the Committee recognizes that ISS’s 2016 relative degree of alignment test may again report a “high concern” value if our former CEO’s compensation is included in the performance period, the Committee believes many positive changes have been made in our compensation programs and that these changes will be recognized by ISS when performing the qualitative portion of its analysis.

Consideration of Risks from Compensation Policies and Practices

In March 2017, atAt the request of the Committee, FW Cook performed aperforms an annual review of our compensation policies and practices to determine whether those programs encourage excessive risk taking that is reasonably likely to have a material adverse effect on the Company as a whole. Based on thisFW Cook’s most recent review, performed in the first quarter of 2018, the Committee concluded that our compensation programs do not present any such material adverse risk. In reaching its conclusion, the Committee considered several features of our compensation programs that were cited by FW Cook as discouraging excessive or unnecessary risk taking. Among such features are the following:

COMPENSATION COMMITTEE REPORT

The Board Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate to the Board Compensation Committee, the Board Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form10-K (incorporated by reference) and in this proxy statement to be delivered to stockholders.

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table sets forth all of the compensation awarded to or earned by the Named Executive Officers (“NEOs”) for the years ended December 31, 2017, 2016, 2015 and 2014.2015.

Column (a) - —Salary.These amounts represent base salary paid during the years shown, including any amount of base salary the NEO may have contributed to our 401(k) plan and to the Executive Plan. Any base salary changes at our Company typically take effect on May 1.1 of each year. Salary amounts shown in the table as paid for 2016,2017, for example, include four months (January through April) of amounts paid based on 20152016 approved salaries and eight months based on 20162017 approved salaries.

Column (b) - —Bonus.These amounts reflect an annual holiday bonus. The amount of the bonus is determined based upon an employee’s time of service with us.

Column (c) - —Stock Awards.For 2014 and 2015, the amountsamount shown for each NEO representrepresents the grant date fair value of conditional performance-based restricted stock units (“RSUs”)RSUs granted under the 2014 and 2015 EICPs,EICP, but not issued until 2015 and 2016, respectively, based on the probable outcome (as of the grant date) of the performance based conditions applicable to the awards. For this purpose, the probable outcome is based on achievement at threshold performance levels, calculated in accordance with the Financial Accounting Standards Board’s Accounting Standard Codification Topic 718 (Compensation—Stock Compensation)(“FASB ASC 718,Topic 718”), excluding the effect of estimated forfeitures, based on a closing stock price at the grant dates of February 27, 2014 and February 17, 2015 grant date of $113.54 and $105.24, respectively.$105.24. The amounts in the table for 2015 and 2014 do not correspond to the actual valuevalues that waswere ultimately recognized by the NEOs. Under the 2015 and 2014 EICPs,EICP, incentive awards earned were paid in a fixed ratio of cash and RSUs having a three-year, ratable vesting term. For the NEOs, 40% of the total incentive award earned for such yearsyear was paid in RSUs, except that Mr. Pozzi’s 2015 incentive award was paid out 2/3 in RSUs. During 2016 and 2017, no such conditional grants of RSUs or other equity awards were made to the NEOs. Instead, the 2016 EICPand 2017 EICPs featured the separate STIPSTI and LTIPLTI programs, as discussed in the Compensation Discussion and Analysis above.

Column(d) -—Non-Equity Incentive Plan Compensation.For 2016 and 2017, the amounts shown are the amounts earned under the STIP,STI for such years, as further described in the Compensation Discussion and Analysis section above and in the Grants of Plan-Based Awards tableTable below. For 2015, and 2014, the amounts shown represent the portion of the aggregate incentive award allocated to cash. For the NEOs, 60% of the total incentive award earned for such yearsyear was paid in cash, except that Mr. Pozzi’s 2015 incentive award was paid out 1/3 in cash. For Mr. Ostergren, the amount shown in this column for 2014 includes aone-time payment in the amount of $44,714, reflecting a determination by the Board Compensation Committee that his base salary in 2011, 2012 and 2013 for EICP purposes should have included the $20,000 annual compensation he received separately as Chairman of the Board of the Farm Family insurance companies.

Column (e) - —Change in Pension Value and NonqualifiedNon-Qualified Deferred Compensation Earnings.These amounts represent the increase, if any, in the present value of each NEO’s benefits under ourtax-qualified pension plan and nonqualified pension plans for the years shown. No partAny such increase is influenced by variables outside of any change in accrued benefits reported in the Summary Compensation TableCompany’s control, including interest rates, mortality factors, and the age of each individual and is not the result of a decision to increase or decrease pay. As noted in the “Retirement Benefits” section of the Compensation Discussion and Analysis above, participation and future benefit accruals under these plans were frozen effective December 31, 2013. For 2014, some of our NEOs experienced an increase in accrued pension benefits greater than in other years as a result of the lower interest rate environment and the effect of such rates on the pension calculations. The interest rates and mortality rates used in this calculation are determined by the plans’ enrolled actuary. The mortality table assumption used to calculate the present values of pension benefits was updated in 2015 and reflects a longer life expectancy than that used in prior years, which added to the increase in present value for 2015. For 2016, the mortality basis was again updated, this time2017 to reflect a slightly lower life expectancy. These changes wereThis change was precipitated by a new tablestable of future mortality improvement published by the Society of Actuaries. The Pension Benefits Table below has morecontains additional information.

The Company does not pay above-market earnings on deferred compensation; therefore, no amounts are reported in this column for deferred compensation.

Column (f) - —All Other Compensation.Amounts included in this column for 20162017 are further detailed in the table that follows.

All Other Compensation Table - Table—NEOs – 20162017

(4)	Includes guest travel, lodging, leisure activities, and/or food and beverage at our business conferences or other events.

(5)	Includes use of company car.

(6)	Includes a severance payment of $1,009,318$230,000 and accrued paid time off and floating holiday time in the amount of $41,980.$34,166.

(7)	Includes imputed income relating to a company membership in a golf club operated on property owned by a Company subsidiary.

(8)	Includes reimbursement of $29,824 in closing costs, grossed up for taxes, in connection with the sale of Mr. Walsh’s New York home after his move to work in our Galveston, Texas headquarters.

GRANTS OF PLAN-BASED AWARDS TABLE

The following table has information about 20162017 awards made under the EICP. Please see the “Annual Incentive Compensation” section of the Compensation Discussion and Analysis above for a more complete description of the 20162017 EICP. The 2016 EICP includedThere were no equity awards forgranted or issued to the NEOs.NEOs during 2017 under the 2017 EICP or any prior year EICP.

Estimated Possible Payouts UnderNon-Equity Incentive Plan Awards