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Pay vs Performance Disclosure

12 Months Ended

23 Months Ended

25 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Dec. 31, 2023

Feb. 04, 2022

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company. For further information concerning our Company’s pay for performance philosophy and how our Company aligns executive compensation with our Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”


																			Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for CEO (a)(1)			Summary Compensation Table Total for CEO (b)(1)			Compensation Actually Paid to CEO (a)(2)			Compensation Actually Paid to CEO (b)(2)			Average Summary Compensation Table Total for Other NEOs (1)			Average Compensation Actually Paid to Other NEOs (2)			Total Stockholder Return (3)			Peer Group Total Stockholder Return (4)			Net Income (Millions)			Return On Equity (5)

2023		$	7,069,357		$	—		$	8,959,803		$	—		$	1,508,303		$	1,806,958		$	126		$	134		$	217		6.6	%
2022		$	6,026,599		$	9,003,278		$	2,859,390		$	1,888,355		$	2,095,784		$	643,489		$	99		$	122		$	263		11.9	%
2021		$	—		$	10,791,103		$	—		$	17,739,031		$	3,812,103		$	6,217,027		$	143		$	119		$	1,241		16.9	%
2020		$	—		$	11,173,959		$	—		$	8,619,580		$	3,877,773		$	3,091,759		$	91		$	92		$	696		13.8	%

(1)

Kenneth D. DeGiorgio has served as Chief Executive Officer of our Company since February 4, 2022 ("CEO (a)"). Dennis J. Gilmore served as Chief Executive Officer of our Company during 2020, 2021, and through February 4, 2022, on which date he became Chairman of our Board ("CEO (b)").

The other NEOs, for each year reported are as follows:

•

2023: Mark E. Seaton, Lisa W. Cornehl, Matthew F. Wajner and Steven A. Adams

•

2022: Mark E. Seaton, Lisa W. Cornehl, Matthew F. Wajner, Steven A. Adams and Christopher M. Leavell

•

2021: Kenneth D. DeGiorgio, Mark E. Seaton, Matthew F. Wajner and Christopher M. Leavell

•

2020: Kenneth D. DeGiorgio, Mark E. Seaton, Matthew F. Wajner and Christopher M. Leavell

(2) SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “Compensation Actually Paid” as reported in the “Pay Versus Performance Table” above. For purposes of the pension valuation adjustments shown below, there was no pension service or prior service cost. In addition, for purposes of the equity award adjustments shown below, no equity awards were granted and vested in 2023 and no dividends or other earnings were paid on equity awards that were not reflected in the fair value of the equity awards. The valuation assumptions used to calculate fair values of equity awards did not materially differ from those disclosed at the time of grant. The following table details the applicable adjustments that were made to determine “Compensation Actually Paid” (all amounts are averages for the named executive officers other than the CEO):


					Pension Adjustments							Equity Award Adjustments
		Summary Compensation Table Total			Deduct, Pension Benefits Reported in Summary Compensation Table				Add, Pension Service Cost			Deduct, Value of Stock Awards Reported in Summary Compensation Table				Add, Year-End Fair Value of Equity Awards Granted in the Year and Unvested at Year End			Add (Deduct), Change in Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in Prior Years which Vested in the Year				Add (Deduct), Year-over-Year Change in Value of Unvested Equity Awards Granted in Prior Years				Deduct, Prior Year End Value of Equity Awards Forfeited in the Year				Compensation Actually Paid

2023	CEO(a)		$	7,069,357		$	(332,267	)		$	73,644		$	(4,841,829	)		$	5,301,240		$	341,398			$	1,348,260			$	—			$	8,959,803
2023	Other NEOs		$	1,508,303		$	—			$	—		$	(865,682	)		$	783,410		$	77,834			$	303,093			$	—			$	1,806,958
2022	CEO(a)		$	6,026,599		$	—			$	120,138		$	(3,792,696	)		$	2,744,980		$	(561,910	)		$	(1,677,721	)		$	—			$	2,859,390
2022	CEO(b)		$	9,003,278		$	—			$	—		$	(8,253,842	)		$	6,020,014		$	(1,236,752	)		$	(3,644,344	)		$	—			$	1,888,355
2022	Other NEOs		$	2,095,784		$	—			$	—		$	(1,382,644	)		$	1,004,967		$	(208,969	)		$	(527,711	)		$	(337,938	)		$	643,489
2021	CEO(b)		$	10,791,103		$	(685,598	)		$	—		$	(5,866,513	)		$	8,142,961		$	546,345			$	4,810,734			$	—			$	17,739,031
2021	Other NEOs		$	3,812,103		$	(74,798	)		$	30,276		$	(1,945,237	)		$	2,700,069		$	170,574			$	1,524,039			$	—			$	6,217,027
2020	CEO(b)		$	11,173,959		$	(1,406,274	)		$	—		$	(6,627,923	)		$	5,262,181		$	784,884			$	(567,247	)		$	—			$	8,619,580
2020	Other NEOs		$	3,877,773		$	(444,078	)		$	25,021		$	(2,069,954	)		$	1,643,422		$	240,290			$	(180,714	)		$	—			$	3,091,759

(3)

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our Company’s share price at the end and the beginning of the measurement period by our Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019.

(4)

Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Comparator Companies as described in the Compensation Discussion and Analysis.

(5)

Our company selected measure is Return on Equity, which is defined as net income attributable to our Company divided by average invested stockholders’ equity (total equity excluding accumulated other comprehensive income/loss and noncontrolling interests), excluding net gains/losses from the investment portfolio; net gains/losses from the venture investment portfolio; and, in the discretion of the Committee, excluding the effects of non-operating items, such as asset impairments and legal settlements.

Company Selected Measure Name

Return on Equity

Named Executive Officers, Footnote

The other NEOs, for each year reported are as follows:

•

2023: Mark E. Seaton, Lisa W. Cornehl, Matthew F. Wajner and Steven A. Adams

•

2022: Mark E. Seaton, Lisa W. Cornehl, Matthew F. Wajner, Steven A. Adams and Christopher M. Leavell

•

2021: Kenneth D. DeGiorgio, Mark E. Seaton, Matthew F. Wajner and Christopher M. Leavell

•

2020: Kenneth D. DeGiorgio, Mark E. Seaton, Matthew F. Wajner and Christopher M. Leavell

Peer Group Issuers, Footnote

(4)

Non-PEO NEO Average Total Compensation Amount

$ 1,508,303

$ 2,095,784

$ 3,812,103

$ 3,877,773

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,806,958

643,489

6,217,027

3,091,759

Adjustment to Non-PEO NEO Compensation Footnote

SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “Compensation Actually Paid” as reported in the “Pay Versus Performance Table” above. For purposes of the pension valuation adjustments shown below, there was no pension service or prior service cost. In addition, for purposes of the equity award adjustments shown below, no equity awards were granted and vested in 2023 and no dividends or other earnings were paid on equity awards that were not reflected in the fair value of the equity awards. The valuation assumptions used to calculate fair values of equity awards did not materially differ from those disclosed at the time of grant. The following table details the applicable adjustments that were made to determine “Compensation Actually Paid” (all amounts are averages for the named executive officers other than the CEO):


					Pension Adjustments							Equity Award Adjustments
		Summary Compensation Table Total			Deduct, Pension Benefits Reported in Summary Compensation Table				Add, Pension Service Cost			Deduct, Value of Stock Awards Reported in Summary Compensation Table				Add, Year-End Fair Value of Equity Awards Granted in the Year and Unvested at Year End			Add (Deduct), Change in Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in Prior Years which Vested in the Year				Add (Deduct), Year-over-Year Change in Value of Unvested Equity Awards Granted in Prior Years				Deduct, Prior Year End Value of Equity Awards Forfeited in the Year				Compensation Actually Paid

2023	CEO(a)		$	7,069,357		$	(332,267	)		$	73,644		$	(4,841,829	)		$	5,301,240		$	341,398			$	1,348,260			$	—			$	8,959,803
2023	Other NEOs		$	1,508,303		$	—			$	—		$	(865,682	)		$	783,410		$	77,834			$	303,093			$	—			$	1,806,958
2022	CEO(a)		$	6,026,599		$	—			$	120,138		$	(3,792,696	)		$	2,744,980		$	(561,910	)		$	(1,677,721	)		$	—			$	2,859,390
2022	CEO(b)		$	9,003,278		$	—			$	—		$	(8,253,842	)		$	6,020,014		$	(1,236,752	)		$	(3,644,344	)		$	—			$	1,888,355
2022	Other NEOs		$	2,095,784		$	—			$	—		$	(1,382,644	)		$	1,004,967		$	(208,969	)		$	(527,711	)		$	(337,938	)		$	643,489
2021	CEO(b)		$	10,791,103		$	(685,598	)		$	—		$	(5,866,513	)		$	8,142,961		$	546,345			$	4,810,734			$	—			$	17,739,031
2021	Other NEOs		$	3,812,103		$	(74,798	)		$	30,276		$	(1,945,237	)		$	2,700,069		$	170,574			$	1,524,039			$	—			$	6,217,027
2020	CEO(b)		$	11,173,959		$	(1,406,274	)		$	—		$	(6,627,923	)		$	5,262,181		$	784,884			$	(567,247	)		$	—			$	8,619,580
2020	Other NEOs		$	3,877,773		$	(444,078	)		$	25,021		$	(2,069,954	)		$	1,643,422		$	240,290			$	(180,714	)		$	—			$	3,091,759