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Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Pay

Versus

Performance

In August 2022, the SEC adopted pay versus performance disclosure rules that require us to provide the information set forth in the table below. The rules require disclosure for each of the Company’s five most recently completed fiscal years. For the initial disclosure, however, we are only required to provide disclosure for the prior three years, with an additional year added in each of the two subsequent years.

As required by Item 402(v) of Regulation

S-K,

the following table and accompanying footnotes and discussion provide certain information regarding executive compensation and measures of Company performance in the last three fiscal years. Except where expressly stated, the information presented below was not considered by the Compensation Committee in structuring our executive compensation program for the years presented. Refer instead to the Compensation Discussion and Analysis for a description of the philosophy, objectives, and structure of our executive pay program.

Pay Versus Performance Table


									Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for CEO ($)(1)		Compensation Actually Paid to CEO ($)(2)		Average Summary Compensation Table Total for Non-CEO NEOs ($)(3)		Average Compensation Actually Paid to Non-CEO NEOs ($)(4)		Total Shareholder Return ($)(5)		Peer Group Total Shareholder Return ($)(6)		Net Income ($)(7)		Company Selected Measure – Direct Written Premium Growth (8)
2022 2021 2020		4,512,236 4,874,521 5,263,661		4,276,021 3,282,462 6,398,321		1,328,989 1,515,340 1,837,951		1,273,145 1,018,693 1,999,556		161 122 152		139 127 98		298,569,474 297,860,233 293,303,865		9.2 3.3 1.8	% % %

(1)	See “Total” column in the 2022, 2021 and 2020 Summary Compensation Tables.

(2)

“Compensation Actually Paid” is based on the total compensation included in the Summary Compensation Table for Mr. NeCastro and the

non-CEO

NEOs for years 2022, 2021 and 2020 with adjustments to the amounts disclosed for equity awards and pension benefits as illustrated below. Compensation Actually Paid is computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid to Mr. NeCastro during the applicable year.


							Stock Award Adjustments(a)							Pension Benefit Adjustment(b)
	Summary Compensation Table (“SCT”) Total		Stock Awards Deducted From SCT ($)		Change in Pension Value Deducted From SCT ($)		Stock Awards Added to Compensation Actually Paid ($)		Stock Awards Deducted to Compensation Actually Paid ($)		Stock Award “True-Up” Added/ Deducted from Compensation Actually Paid ($)			Pension Service Cost Added to Compensation Actually Paid ($)		Total Compensation Actually Paid ($)
	A		B		C		D		E		F			G		A - (B + C + E) + (D + F + G)
CEO
2022		4,512,236		2,184,136		0		2,052,999		0		(387,601	)		282,523		4,276,021
2021		4,874,521		1,940,202		509,104		759,848		0		(205,957	)		303,356		3,282,462
2020		5,263,661		1,900,133		1,270,170		4,085,511		0		(53,808	)		273,259		6,398,321
Average Non-CEO NEOs
2022		1,328,989		432,460		7,145		416,370		0		(71,931	)		39,323		1,273,145
2021		1,515,340		448,446		148,236		122,250		44,433		(61,373	)		83,591		1,018,693
2020		1,837,951		439,373		537,564		1,057,944		0		(23,229	)		103,827		1,999,556

(a)

Stock Award Adjustments:

We deducted the grant date fair value of LTIP awards reported in the “Stock Awards” column in the

Summary

Compensation Table (column B above) and added the aggregate sum of: (i) for LTIP awards granted in a prior Fiscal Year, or “FY,” that are outstanding and unvested at the end of the covered FY, the change in fair value at the end of the covered FY compared to the fair value at the end of the prior FY; (ii) for LTIP awards granted in the covered FY, that are outstanding and unvested at the end of the covered FY, the fair value of the grant at the end of the covered FY; (iii) for LTIP awards granted in a prior FY that vested during the covered FY, the change in fair value at the vesting date compared to the fair value at the end of the prior FY; and (iv) in the year the award is paid, which is the year after vesting, the actual amount paid compared to the fair value at the vesting date. These values are all represented in columns D, E and F above. Column E represents the average of awards granted in a FY prior to the covered FY that failed to meet the applicable vesting conditions.

Fair value for computation of stock awards is computed in accordance with the fair value methodology to account for share-based payments according to U.S. Generally Accepted Accounting Principles, or “U.S. GAAP.” The fair value of stock awards in columns D and E are based on the following assumptions:


At December 30, 2022
Award Year	2022	2021	2020
Class A Common Stock ($)	248.72	248.72	248.72
Performance Factor	0.7970	0.4475	0.6614
At December 31, 2021
Award Year	2021	2020	2019
Class A Common Stock ($)	192.66	192.66	192.66
Performance Factor	0.7598	0.8701	0.7015
At December 31, 2020
Award Year	2020	2019	2018
Class A Common Stock ($)	245.60	245.60	245.60
Performance Factor	0.7422	0.6313	1.0302

Former Executive Vice President and Chief Information Officer Robert C. Ingram III, who retired

December

31, 2021, was a NEO in years 2020 and 2021, but not 2022. As a result, Average Compensation Actually Paid for

non-CEO

NEOs in 2022 does not reflect a deduction of $303,317, the difference between Mr. Ingram’s Compensation Actually Paid in 2021, which relied on an estimated amount of his LTIP payout, and what Mr. Ingram’s 2021 Compensation Actually Paid would have been using the amount actually paid to him in 2022. The fair value for the actual amount paid in 2022, 2021 and 2020 was based on the average price of our Class A common stock for the last 20 trading days of each performance period, $191.73, $238.30 and $168.45, respectively, and actual LTIP performance factors of .5267, .

9841

and 1.0891, respectively.

(b)

Pension Benefits:

We deducted the amount in the “Change in Pension Value and

Non-Qualified

Deferred Compensation Earnings” column in the Summary Compensation Table and added the aggregate of: (i) actuarially determined service cost under our pension plan, a

tax-qualified

defined benefit plan, and our SERP, a

non-qualified

defined benefit arrangement attributable to services rendered by the executive during the covered fiscal year; and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation, in each case, calculated in accordance with U.S. GAAP. These values are represented in columns C and G.

(3)	See 2022 Summary Compensation Table for a listing of 2022 NEOs. The NEOs for 2021 and 2020 exclude Mr. Srinivasa and include Mr. Ingram.

(4)

“Compensation Actually Paid” is based on the total compensation included in the Summary Compensation Table with adjustments to the amounts disclosed for equity awards and pension benefits as described and quantified in footnote 2. Amounts in this column are an average of compensation actually paid for all NEOs for the covered FY, excluding our CEO, Mr. NeCastro.

(5)	Cumulative total shareholder return, or “TSR,” assuming reinvestment of dividends, for the periods indicated for our Class A common stock.

(6)	TSR for Standard & Poor’s Supercomposite Insurance Industry Group Index as reported in our annual report on Form 10-K filed with the SEC on March 1, 2023, February 24, 2022 and February 25, 2021.

(7)	Net income as reported in our annual reports on Form 10-K filed with the SEC on March 1, 2023, February 24, 2022 and February 25, 2021.

(8)

Annual DWP growth of the Property and Casualty Group is our company selected measure that best reflects the relationship between compensation actually paid to our NEOs and Company performance. Our management fee revenue is calculated as a percentage – limited to 25 percent—of all direct written premiums of the Property and Casualty Group. The management fee rate was set at 25 percent for 2022, 2021 and 2020. DWP is adjusted slightly for purposes of computing the Company’s management fee revenue. The adjustments include change in estimate for management fee returned on cancelled policies and the timing of revenue recognized for the administrative services.

Company Selected Measure Name

DirectWrittenPremiumGrowth

Peer Group Issuers, Footnote [Text Block]

TSR for Standard & Poor’s Supercomposite Insurance Industry Group Index as reported in our annual report on Form

10-K

filed with the SEC on March 1, 2023, February 24, 2022 and February 25, 2021.

PEO Total Compensation Amount

$ 4,512,236

$ 4,874,521

$ 5,263,661

PEO Actually Paid Compensation Amount

$ 4,276,021

3,282,462

6,398,321

Adjustment To PEO Compensation, Footnote [Text Block]

(2)

“Compensation Actually Paid” is based on the total compensation included in the Summary Compensation Table for Mr. NeCastro and the

non-CEO


							Stock Award Adjustments(a)							Pension Benefit Adjustment(b)
	Summary Compensation Table (“SCT”) Total		Stock Awards Deducted From SCT ($)		Change in Pension Value Deducted From SCT ($)		Stock Awards Added to Compensation Actually Paid ($)		Stock Awards Deducted to Compensation Actually Paid ($)		Stock Award “True-Up” Added/ Deducted from Compensation Actually Paid ($)			Pension Service Cost Added to Compensation Actually Paid ($)		Total Compensation Actually Paid ($)
	A		B		C		D		E		F			G		A - (B + C + E) + (D + F + G)
CEO
2022		4,512,236		2,184,136		0		2,052,999		0		(387,601	)		282,523		4,276,021
2021		4,874,521		1,940,202		509,104		759,848		0		(205,957	)		303,356		3,282,462
2020		5,263,661		1,900,133		1,270,170		4,085,511		0		(53,808	)		273,259		6,398,321
Average Non-CEO NEOs
2022		1,328,989		432,460		7,145		416,370		0		(71,931	)		39,323		1,273,145
2021		1,515,340		448,446		148,236		122,250		44,433		(61,373	)		83,591		1,018,693
2020		1,837,951		439,373		537,564		1,057,944		0		(23,229	)		103,827		1,999,556

(a)

Stock Award Adjustments:

We deducted the grant date fair value of LTIP awards reported in the “Stock Awards” column in the

Summary


At December 30, 2022
Award Year	2022	2021	2020
Class A Common Stock ($)	248.72	248.72	248.72
Performance Factor	0.7970	0.4475	0.6614
At December 31, 2021
Award Year	2021	2020	2019
Class A Common Stock ($)	192.66	192.66	192.66
Performance Factor	0.7598	0.8701	0.7015
At December 31, 2020
Award Year	2020	2019	2018
Class A Common Stock ($)	245.60	245.60	245.60
Performance Factor	0.7422	0.6313	1.0302

Former Executive Vice President and Chief Information Officer Robert C. Ingram III, who retired

December

31, 2021, was a NEO in years 2020 and 2021, but not 2022. As a result, Average Compensation Actually Paid for

non-CEO

9841

and 1.0891, respectively.

(b)

Pension Benefits:

We deducted the amount in the “Change in Pension Value and

Non-Qualified

Deferred Compensation Earnings” column in the Summary Compensation Table and added the aggregate of: (i) actuarially determined service cost under our pension plan, a

tax-qualified

defined benefit plan, and our SERP, a

non-qualified

Non-PEO NEO Average Total Compensation Amount

$ 1,328,989

1,515,340

1,837,951

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,273,145

1,018,693

1,999,556

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(2)

“Compensation Actually Paid” is based on the total compensation included in the Summary Compensation Table for Mr. NeCastro and the

non-CEO


							Stock Award Adjustments(a)							Pension Benefit Adjustment(b)
	Summary Compensation Table (“SCT”) Total		Stock Awards Deducted From SCT ($)		Change in Pension Value Deducted From SCT ($)		Stock Awards Added to Compensation Actually Paid ($)		Stock Awards Deducted to Compensation Actually Paid ($)		Stock Award “True-Up” Added/ Deducted from Compensation Actually Paid ($)			Pension Service Cost Added to Compensation Actually Paid ($)		Total Compensation Actually Paid ($)
	A		B		C		D		E		F			G		A - (B + C + E) + (D + F + G)
CEO
2022		4,512,236		2,184,136		0		2,052,999		0		(387,601	)		282,523		4,276,021
2021		4,874,521		1,940,202		509,104		759,848		0		(205,957	)		303,356		3,282,462
2020		5,263,661		1,900,133		1,270,170		4,085,511		0		(53,808	)		273,259		6,398,321
Average Non-CEO NEOs
2022		1,328,989		432,460		7,145		416,370		0		(71,931	)		39,323		1,273,145
2021		1,515,340		448,446		148,236		122,250		44,433		(61,373	)		83,591		1,018,693
2020		1,837,951		439,373		537,564		1,057,944		0		(23,229	)		103,827		1,999,556

(a)

Stock Award Adjustments:

We deducted the grant date fair value of LTIP awards reported in the “Stock Awards” column in the

Summary


At December 30, 2022
Award Year	2022	2021	2020
Class A Common Stock ($)	248.72	248.72	248.72
Performance Factor	0.7970	0.4475	0.6614
At December 31, 2021
Award Year	2021	2020	2019
Class A Common Stock ($)	192.66	192.66	192.66
Performance Factor	0.7598	0.8701	0.7015
At December 31, 2020
Award Year	2020	2019	2018
Class A Common Stock ($)	245.60	245.60	245.60
Performance Factor	0.7422	0.6313	1.0302

Former Executive Vice President and Chief Information Officer Robert C. Ingram III, who retired

December

31, 2021, was a NEO in years 2020 and 2021, but not 2022. As a result, Average Compensation Actually Paid for

non-CEO

9841

and 1.0891, respectively.

(b)

Pension Benefits:

We deducted the amount in the “Change in Pension Value and

Non-Qualified

Deferred Compensation Earnings” column in the Summary Compensation Table and added the aggregate of: (i) actuarially determined service cost under our pension plan, a

tax-qualified

defined benefit plan, and our SERP, a

non-qualified

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Total Shareholder

Return

– Compensation Actually Paid versus

TSR

Compensation, per the “compensation actually paid” calculation for our CEO and the average for our

non-CEO

NEOs, and our TSR, decreased from 2020 to 2021. The decrease for this period in the compensation actually paid calculation is the result of the depreciation of our stock price between December 31, 2020 and December 31, 2021. The price of our Class A common stock impacts the value of vested and unvested LTIP awards in the compensation actually paid calculation. The compensation actually paid calculation for our CEO and the average for our

non-CEO

NEOs, and our TSR, increased from 2021 to 2022.

Compensation Actually Paid vs. Net Income [Text Block]

Net Income

The graph above illustrates the directional relationship between (i) our CEO and average

non-CEO

NEO’s compensation actually paid, and (ii) our net income over the three-year period 2020-2022. Net income is not a component of our executive compensation program and, therefore, does not have a direct correlation with actual compensation paid to our CEO and

non-CEO

NEOs. Net income growth of 1.6 percent from 2020 to 2021 was primarily the result of increased revenue from investment operations. Net income growth of 0.2 percent from 2021 to 2022 was primarily the result of increased management fee revenue from strong DWP growth, partially offset by increased commission and other operating expense, and a reduction in revenue from investment operations.

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Direct Written Premium Growth

For purposes of this Pay versus Performance disclosure, we are required to identify a “Company Selected Measure” from among the measures linked to executive compensation (see Compensation Discussion and Analysis). DWP growth for the Property and Casualty Group is the selected measure. Although there are other financial performance measures providing important linkage to executive compensation (see Other Measures), they do not fit the SEC definition of a “Company Selected Measure.” DWP is included in both the AIP and LTIP (see Annual Incentive Plan and Long Term Incentive Plan in the Compensation Discussion and Analysis). The graph above illustrates the directional relationship between our CEO and average

non-CEO

NEO compensation actually paid and DWP growth over the three-year period 2020-2022.

Under the AIP, DWP is weighted at 35 percent (50 percent in 2020) of the total company performance measures and 28 percent of the total target AIP award for our NEOs. Each year, the compensation committee established a minimum, or “threshold,” a target, and a maximum level of payout for each performance measure. DWP increased 1.8 percent in 2020 compared to 2019. Since the threshold for that metric was set at 2.4 percent, there was no payout for that performance measure for the 2020 plan year. The below target premium growth was impacted by

rate reductions implemented for personal and commercial auto policies in response to reduced driving conditions resulting from the

Covid-19

pandemic. Payments for the 2020 AIP plan year are represented in the compensation actually paid calculation for 2020. In our LTIP, DWP growth is measured relative to a peer group over a period of three years and is weighted at 40 percent of the total LTIP award. Performance below that of the peer group results in payouts below target; performance equal to that of the peer group results in payouts at target; and performance better than the peer group results in payouts in excess of target. For the three-year performance period that ended December 31, 2020, the Property and Casualty Group outperformed the LTIP peer group by 102 basis points.

DWP increased 3.3 percent in 2021 compared to 2020. The AIP target for that performance measure was set at 2.2 percent and the maximum at 4.2 percent, resulting in a 155 percent payout for that metric for the 2021 plan year, which is reflected in the compensation actually paid calculation for 2021. For the LTIP three-year performance period that ended December 31, 2021, the Property and Casualty Group underperformed the peer group by 247 basis points.

The DWP target in the 2022 AIP was set at 6.7 percent and the maximum was set at 9.7 percent. Actual 2022 DWP growth was 9.2 percent, resulting in a 183 percent payout for that metric for the 2022 plan year which is reflected in the compensation actually paid calculation for 2022. For the three-year LTIP performance period that ended December 31, 2022, we are projecting that the Property and Casualty Group will underperform the peer group.

Total Shareholder Return Vs Peer Group [Text Block]

Total Shareholder Return – Company versus Peer Group

The Standard & Poor’s Supercomposite Insurance Industry Group Index is made up of 55 constituent members comprised of property and casualty insurers, insurance brokers, and life insurers, and is a capitalization weighted index. The Standard & Poor’s Supercomposite Insurance Industry Group Index is not our Executive Compensation Benchmarking Peer Group. Instead, we use compensation data for a peer group of property and casualty companies that we consider to be our competitors for policyholders, and in some cases, employees, and similar to us in terms of lines of business, net premiums written and/or asset size. See Compensation Discussion and Analysis — 2022 Executive Compensation Benchmarking Peer Group. Since several of the companies in our 2022 Executive Compensation Benchmarking Peer Group are not publicly traded, there is no way to compute TSR for our 2022 Executive Compensation Benchmarking Peer Group.

While we do not benchmark executive compensation to Standard & Poor’s Supercomposite Insurance Industry Group Index, we believe that the composition of the selected index is a suitable comparison for TSR as it broadly reflects our operations serving as

attorney-in-fact

for the policyholders at the Exchange, as the majority of our revenue is based on the direct premiums written by the Property and Casualty Group. Our performance, as measured by total shareholder return, exceeded the index two out of the three years represented in the graph above.

Tabular List [Table Text Block]

Statutory Combined Ratio of the Property and
Casualty Group

Growth in Policies in Force of the Property and
Casualty Group

Return on Invested Assets of the Property and
Casualty Group

Our Net Operating Income

Total Shareholder Return Amount

$ 161

122

152

Peer Group Total Shareholder Return Amount

139

127

Net Income (Loss)

$ 298,569,474

$ 297,860,233

$ 293,303,865

Company Selected Measure Amount

0.092

0.033

0.018

PEO Name

Mr. NeCastro

Average price of our Class A common stock | $ / shares

$ 191.73

$ 238.3

$ 168.45

Net Income Growth

0.20%

1.60%

Management Fee

25.00%

Average Compensation Actually Paid for Non CEO NEOs

$ 303,317

AIP Payout For The Year

183.00%

155.00%

Percentage of Weighted Average Annual Incentive plan Award Rate

35.00%

50.00%

Percentage of Annual Incentive Plan Award

28.00%

Increase (Decrease) In Percentage Of Direct Written Growth Rate

9.20%

3.30%

1.80%

Percentage of Weighted Average Long Term Incentive plan Award Rate

40.00%

Actual LTIP Performance Factors | shares

5,267

9,841

1.0891

Measure [Axis]: 1

Pay vs Performance Disclosure [Table]

Measure Name

Statutory Combined Ratio of the Property and Casualty Group

Measure [Axis]: 2

Pay vs Performance Disclosure [Table]

Measure Name

Growth in Policies in Force of the Property and Casualty Group

Measure [Axis]: 3

Pay vs Performance Disclosure [Table]

Measure Name

Return on Invested Assets of the Property and Casualty Group

Measure [Axis]: 4

Pay vs Performance Disclosure [Table]

Measure Name

Our Net Operating Income

Measure [Axis]: 5

Pay vs Performance Disclosure [Table]

Compensation Actually Paid vs. Other Measure [Text Block]

Other Measures

The following table contains additional measures that are linked to executive compensation actually paid to our CEO and

non-CEO

NEOs and to company performance. See Compensation Discussion and Analysis for additional information on these measures including information regarding their relationship to the Property and Casualty Group and/or the Company. In addition to growth in DWP of the Property and Casualty Group, these measures represent the most important financial performance measures linking compensation actually paid to the NEOs for the most recently completed fiscal year.

Statutory Combined Ratio of the Property and
Casualty Group

Growth in Policies in Force of the Property and
Casualty Group

Return on Invested Assets of the Property and
Casualty Group

Our Net Operating Income

Two Thousands Twenty Two Award Year [Member]

Pay vs Performance Disclosure [Table]

Class A Common Stock | $ / shares

$ 248.72

Performance Factor

0.797

Two Thousands Twenty One Award Year [Member]

Pay vs Performance Disclosure [Table]