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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
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.
As required by Item 402(v) of Regulation
S-K,
the following table, along with accompanying footnotes and discussion, provide certain information regarding executive compensation and measures of Company performance for the last four 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. See Compensation Discussion and Analysis for a discussion 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)
               
2024
  9,207,093   4,785,906   1,729,099   1,384,433   276   193   600,313,823   18.8 %
               
2023
  7,824,320   7,554,765   2,018,188   1,461,566   221   153   446,061,322   17.0 %
               
2022
  4,512,236   4,276,021   1,328,989   1,273,145   161   139   298,569,474   9.2 %
               
2021
  4,874,521   3,282,462   1,515,340   1,018,693   122   127   297,860,233   3.3 %
2020
  5,263,661   6,398,321   1,837,951   1,999,556   152   98   293,303,865   1.8 %
 
(1)
See “Total” column in the 2024, 2023, 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 2024, 2023, 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
($)
Stock Awards
Deducted from
Compensation
Actually
Paid
($)
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
               
2024
  9,207,093   4,387,010   1,677,833   1,459,905   0   (56,127 )   239,878   4,785,906
               
2023
  7,824,320   4,540,445   525,707   5,085,959   0   (511,981 )   222,618   7,554,765
               
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
 
               
2024
  1,729,099   474,187   234,710   277,675   0   (5,112 )   91,668   1,384,433
               
2023
  2,018,188   827,526   347,379   692,400   64,128   (68,400 )   58,413   1,461,566
               
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 and Equity Compensation Plan awards reported in the “Stock Awards” column in the Summary Compensation Table (column B above) and added the aggregate sum of: (i) for LTIP and
  Equity Compensation Plan 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 and Equity Compensation Plan 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 31, 2024
 
 
 
 
 
 
     
Award Year
  2024   2023   2022
     
Class A Common Stock ($)
  412.23   412.23   412.23
     
Performance Factor (for LTIP awards)
  1.0091   0.6759   0.5000
     
At December 29, 2023
 
 
 
 
 
 
     
Award Year
  2023   2022   2021
     
Class A Common Stock ($)
  334.92   334.92   334.92
     
Performance Factor (for LTIP awards)
  1.1786   0.7970   .5000
     
At December 30, 2022
 
 
 
 
 
 
     
Award Year
  2022   2021   2020
     
Class A Common Stock ($)
  248.72   248.72   248.72
     
Performance Factor (for LTIP awards)
  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 (for LTIP awards)
  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 (for LTIP awards)
  0.7422   0.6313   1.0302
Former Executive Vice President and Chief Financial Officer Gregory J. Gutting, who retired June 30, 2023, was a NEO in years 2020, 2021, 2022 and 2023, but not 2024. As a result, Average Compensation Actually Paid for
non-CEO
NEOs in 2024 does not reflect a deduction of $513,234, the difference between Mr. Gutting’s Compensation Actually Paid in 2023, which relied on an estimated amount of his LTIP payout, and what Mr. Gutting’s 2023 Compensation Actually Paid would have been using the amount actually paid to him in 2024. The fair value for the actual amounts paid in 2024 was based on: (i) the average price of our Class A common stock for the last 20 trading days of the performance period, which was $320.66, and (ii) the actual LTIP performance factor of .0385.
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 amounts paid in 2024, 2023, 2022, 2021 and 2020 was based on: (i) the average price of our Class A common stock for the last 20 trading days of each LTIP performance period, $320.66, $269.93, $191.73, $238.30 and $168.45, respectively, and (ii) actual LTIP performance factors of .0385, .4427, .5267, .9841 and 1.0891, respectively.
The LTIP performance factor of .5000 at December 31, 2024 and December 29, 2023 for the Award Years 2022 and 2021 reflected in the above table represents a combination of performance under the LTIP and awards granted under the Company’s Equity Compensation Plan. For Ms. Pelkowski, Award Year 2022 at December 29, 2023 is valued using the performance factor assigned to her senior vice president role, .7945. For Award Year 2023, a portion of her award is valued using the senior vice president performance factor, 1.2044, and a portion of her award is valued using the executive vice president performance factor, 1.1786.
 
  (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 reported in columns C and G.
 
(3)
See 2024 Summary Compensation Table for a listing of 2024 NEOs. The NEOs for 2023 exclude Mr. Bolash and include Mr. Gutting and Ms. Feltz. The NEOs for 2022, 2021 and 2020 exclude Mr. Bolash and Ms. Pelkowski and include Mr. Gutting and Ms. Feltz. The NEOs for 2021 and 2020 exclude Mr. Srinivasa and include Mr. Gutting and 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 shown 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 using a 2019 base year as reported in our annual report on Form
10-K
filed with the SEC on February 27, 2025, February 26, 2024, 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 February 27, 2025, February 26, 2024, March 1, 2023, February 24, 2022 and February 25, 2021.
 
(8)
Annual DWP growth for 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 2024, 2023, 2022, 2021 and 2020. DWP is adjusted when computing the Company’s management fee revenue. The adjustments include changes in the estimate for management fee returned on cancelled policies and the timing of revenue recognized for the administrative services.
       
Company Selected Measure Name Direct Written Premium Growth        
Named Executive Officers, Footnote See 2024 Summary Compensation Table for a listing of 2024 NEOs. The NEOs for 2023 exclude Mr. Bolash and include Mr. Gutting and Ms. Feltz. The NEOs for 2022, 2021 and 2020 exclude Mr. Bolash and Ms. Pelkowski and include Mr. Gutting and Ms. Feltz. The NEOs for 2021 and 2020 exclude Mr. Srinivasa and include Mr. Gutting and Mr. Ingram.        
Peer Group Issuers, Footnote TSR for Standard & Poor’s Supercomposite Insurance Industry Group Index using a 2019 base year as reported in our annual report on Form
10-K
filed with the SEC on February 27, 2025, February 26, 2024, March 1, 2023, February 24, 2022 and February 25, 2021.
       
PEO Total Compensation Amount $ 9,207,093 $ 7,824,320 $ 4,512,236 $ 4,874,521 $ 5,263,661
PEO Actually Paid Compensation Amount $ 4,785,906 7,554,765 4,276,021 3,282,462 6,398,321
Adjustment To PEO Compensation, Footnote
(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 2024, 2023, 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
($)
Stock Awards
Deducted from
Compensation
Actually
Paid
($)
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
               
2024
  9,207,093   4,387,010   1,677,833   1,459,905   0   (56,127 )   239,878   4,785,906
               
2023
  7,824,320   4,540,445   525,707   5,085,959   0   (511,981 )   222,618   7,554,765
               
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
 
               
2024
  1,729,099   474,187   234,710   277,675   0   (5,112 )   91,668   1,384,433
               
2023
  2,018,188   827,526   347,379   692,400   64,128   (68,400 )   58,413   1,461,566
               
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 and Equity Compensation Plan awards reported in the “Stock Awards” column in the Summary Compensation Table (column B above) and added the aggregate sum of: (i) for LTIP and
  Equity Compensation Plan 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 and Equity Compensation Plan 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 31, 2024
 
 
 
 
 
 
     
Award Year
  2024   2023   2022
     
Class A Common Stock ($)
  412.23   412.23   412.23
     
Performance Factor (for LTIP awards)
  1.0091   0.6759   0.5000
     
At December 29, 2023
 
 
 
 
 
 
     
Award Year
  2023   2022   2021
     
Class A Common Stock ($)
  334.92   334.92   334.92
     
Performance Factor (for LTIP awards)
  1.1786   0.7970   .5000
     
At December 30, 2022
 
 
 
 
 
 
     
Award Year
  2022   2021   2020
     
Class A Common Stock ($)
  248.72   248.72   248.72
     
Performance Factor (for LTIP awards)
  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 (for LTIP awards)
  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 (for LTIP awards)
  0.7422   0.6313   1.0302
Former Executive Vice President and Chief Financial Officer Gregory J. Gutting, who retired June 30, 2023, was a NEO in years 2020, 2021, 2022 and 2023, but not 2024. As a result, Average Compensation Actually Paid for
non-CEO
NEOs in 2024 does not reflect a deduction of $513,234, the difference between Mr. Gutting’s Compensation Actually Paid in 2023, which relied on an estimated amount of his LTIP payout, and what Mr. Gutting’s 2023 Compensation Actually Paid would have been using the amount actually paid to him in 2024. The fair value for the actual amounts paid in 2024 was based on: (i) the average price of our Class A common stock for the last 20 trading days of the performance period, which was $320.66, and (ii) the actual LTIP performance factor of .0385.
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 amounts paid in 2024, 2023, 2022, 2021 and 2020 was based on: (i) the average price of our Class A common stock for the last 20 trading days of each LTIP performance period, $320.66, $269.93, $191.73, $238.30 and $168.45, respectively, and (ii) actual LTIP performance factors of .0385, .4427, .5267, .9841 and 1.0891, respectively.
The LTIP performance factor of .5000 at December 31, 2024 and December 29, 2023 for the Award Years 2022 and 2021 reflected in the above table represents a combination of performance under the LTIP and awards granted under the Company’s Equity Compensation Plan. For Ms. Pelkowski, Award Year 2022 at December 29, 2023 is valued using the performance factor assigned to her senior vice president role, .7945. For Award Year 2023, a portion of her award is valued using the senior vice president performance factor, 1.2044, and a portion of her award is valued using the executive vice president performance factor, 1.1786.
 
  (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 reported in columns C and G.
       
Non-PEO NEO Average Total Compensation Amount $ 1,729,099 2,018,188 1,328,989 1,515,340 1,837,951
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,384,433 1,461,566 1,273,145 1,018,693 1,999,556
Adjustment to Non-PEO NEO Compensation Footnote
(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 2024, 2023, 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
($)
Stock Awards
Deducted from
Compensation
Actually
Paid
($)
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
               
2024
  9,207,093   4,387,010   1,677,833   1,459,905   0   (56,127 )   239,878   4,785,906
               
2023
  7,824,320   4,540,445   525,707   5,085,959   0   (511,981 )   222,618   7,554,765
               
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
 
               
2024
  1,729,099   474,187   234,710   277,675   0   (5,112 )   91,668   1,384,433
               
2023
  2,018,188   827,526   347,379   692,400   64,128   (68,400 )   58,413   1,461,566
               
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 and Equity Compensation Plan awards reported in the “Stock Awards” column in the Summary Compensation Table (column B above) and added the aggregate sum of: (i) for LTIP and
  Equity Compensation Plan 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 and Equity Compensation Plan 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 31, 2024
 
 
 
 
 
 
     
Award Year
  2024   2023   2022
     
Class A Common Stock ($)
  412.23   412.23   412.23
     
Performance Factor (for LTIP awards)
  1.0091   0.6759   0.5000
     
At December 29, 2023
 
 
 
 
 
 
     
Award Year
  2023   2022   2021
     
Class A Common Stock ($)
  334.92   334.92   334.92
     
Performance Factor (for LTIP awards)
  1.1786   0.7970   .5000
     
At December 30, 2022
 
 
 
 
 
 
     
Award Year
  2022   2021   2020
     
Class A Common Stock ($)
  248.72   248.72   248.72
     
Performance Factor (for LTIP awards)
  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 (for LTIP awards)
  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 (for LTIP awards)
  0.7422   0.6313   1.0302
Former Executive Vice President and Chief Financial Officer Gregory J. Gutting, who retired June 30, 2023, was a NEO in years 2020, 2021, 2022 and 2023, but not 2024. As a result, Average Compensation Actually Paid for
non-CEO
NEOs in 2024 does not reflect a deduction of $513,234, the difference between Mr. Gutting’s Compensation Actually Paid in 2023, which relied on an estimated amount of his LTIP payout, and what Mr. Gutting’s 2023 Compensation Actually Paid would have been using the amount actually paid to him in 2024. The fair value for the actual amounts paid in 2024 was based on: (i) the average price of our Class A common stock for the last 20 trading days of the performance period, which was $320.66, and (ii) the actual LTIP performance factor of .0385.
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 amounts paid in 2024, 2023, 2022, 2021 and 2020 was based on: (i) the average price of our Class A common stock for the last 20 trading days of each LTIP performance period, $320.66, $269.93, $191.73, $238.30 and $168.45, respectively, and (ii) actual LTIP performance factors of .0385, .4427, .5267, .9841 and 1.0891, respectively.
The LTIP performance factor of .5000 at December 31, 2024 and December 29, 2023 for the Award Years 2022 and 2021 reflected in the above table represents a combination of performance under the LTIP and awards granted under the Company’s Equity Compensation Plan. For Ms. Pelkowski, Award Year 2022 at December 29, 2023 is valued using the performance factor assigned to her senior vice president role, .7945. For Award Year 2023, a portion of her award is valued using the senior vice president performance factor, 1.2044, and a portion of her award is valued using the executive vice president performance factor, 1.1786.
 
  (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 reported in columns C and G.
       
Compensation Actually Paid vs. Total Shareholder Return
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 is the result of the decline 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 for our CEO and the average for our
non-CEO
NEOs, and our TSR, increased from 2021 to 2023. The compensation actually paid for
our
CEO and the average for our
non-CEO
NEOs decreased and our TSR increased from 2023 to 2024.
       
Compensation Actually Paid vs. Net Income
Net Income
The graph below illustrates the directional relationship between (i) our CEO and average
non-CEO
NEO’s compensation actually paid, and (ii) our net income over the five-year period 2020-2024. 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 commissions and other operating expenses, and a reduction in revenue from investment operations. Net income growth of 49.4 percent from 2022 to 2023 and 34.6 percent from 2023 to 2024 was primarily the result of increased operating income due to increased management fee revenue from strong DWP growth and increased revenue from investment operations.
 
 
LOGO
       
Compensation Actually Paid vs. Company Selected Measure LOGO
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 align with the SEC definition of a “Company Selected Measure.” DWP is included in both the AIP and LTIP (see Compensation Discussion and Analysis – Annual Incentive Plan and Long Term Incentive Plan). The graph above illustrates the directional relationship between our CEO and average
non-CEO
NEO compensation actually paid and DWP growth over the five-year period 2020-2024.
Under the AIP, DWP is
weighted
at 30 percent (35 percent in 2022 and 2021, 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. This below-target premium growth was impacted by rate reductions implemented for personal and commercial auto policies
in response to reduced driving resulting from the
Covid-19
pandemic. Payments for the 2020 AIP plan year are included 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 for 2021 grew 3.3 percent over the prior year. The AIP target for that performance measure was set at 2.2 percent and the maximum was set at 4.2 percent, resulting in a 155 percent payout for that metric for the 2021 plan year, which is included 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 performance measure for the 2022 plan year which is included in the compensation actually paid calculation for 2022. For the three-year LTIP performance period that ended December 31, 2022, the Property and Casualty Group underperformed the peer group by 210 basis points.
The DWP target in the 2023 AIP was set at 10.2 percent and the maximum was set at 13.2 percent. Actual 2023 DWP growth was 17.0 percent, resulting in a 200 percent payout for that performance measure for the 2023 plan year which is included in the compensation actually paid calculation for 2023. For the three-year LTIP performance period that ended December 31, 2023, the Property and Casualty Group underperformed the peer group by 23 basis points.
The DWP target in the 2024 AIP was set at 17.9 percent and the maximum was set at 20.9 percent. Actual 2024 DWP growth was 18.8 percent, resulting in a 130 percent payout for that performance measure for the 2024 plan year, which is included in the compensation actually paid calculation for 2024. For the three-year performance period that ended December 31, 2024, we are projecting that the Property and Casualty Group will outperform the peer group by 441 basis points.
       
Total Shareholder Return Vs Peer Group
Total Shareholder Return – Company versus Peer Group
The Standard & Poor’s Supercomposite Insurance Industry Group Index is made up of 56 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 from 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 — 2024 Executive Compensation Benchmarking Peer Group. Since several of the companies in our 2024 Executive Compensation Benchmarking Peer Group are not publicly traded, there is no way to calculate TSR for our 2024 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 comparator for TSR as it broadly reflects our operations serving as
attorney-in-fact
for the policyholders at the Exchange. 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 three out of the five years shown in the graph below.
 
 
LOGO
       
Tabular List, Table
Other Measures
 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 $ 276 221 161 122 152
Peer Group Total Shareholder Return Amount 193 153 139 127 98
Net Income (Loss) $ 600,313,823 $ 446,061,322 $ 298,569,474 $ 297,860,233 $ 293,303,865
Company Selected Measure Amount 0.188 0.17 0.092 0.033 0.018
PEO Name Mr. NeCastro        
Average Price of Our Class A Common Stock | $ / shares $ 320.66 $ 269.93 $ 191.73 $ 238.3 $ 168.45
Net Income Growth 34.60% 49.40% 0.20% 1.60%  
Management Fee 25.00% 25.00% 25.00% 25.00% 25.00%
Average Compensation Actually Paid for Non CEO NEOs $ 513,234        
AIP Payout For The Year 130.00% 200.00% 183.00% 155.00%  
Percentage of Weighted Average Annual Incentive plan Award Rate   30.00% 35.00% 35.00% 50.00%
Percentage of Annual Incentive Plan Award 28.00%        
Increase (Decrease) In Percentage Of Direct Written Growth Rate 18.80% 17.00% 9.20% 3.30% 1.80%
Percentage of Weighted Average Long Term Incentive plan Award Rate         40.00%
Actual LTIP Performance Factors 0.0385 0.4427 0.5267 0.9841 1.0891
Measure:: 1          
Pay vs Performance Disclosure          
Name  Statutory Combined Ratio of the Property and Casualty Group        
Measure:: 2          
Pay vs Performance Disclosure          
Name  Growth in Policies in Force of the Property and Casualty Group        
Measure:: 3          
Pay vs Performance Disclosure          
Name  Return on Invested Assets of the Property and Casualty Group        
Measure:: 4          
Pay vs Performance Disclosure          
Name Our Net Operating Income        
Measure:: 5          
Pay vs Performance Disclosure          
Compensation Actually Paid vs. Other Measure
Other Measures
The
following
table contains additional measures that link Company performance to the compensation actually paid to our CEO and
non-CEO
NEOs. See Compensation Discussion and Analysis for additional information on these measures including 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.
 
Other Measures
 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 Thousand Twenty Four Award Year [Member]          
Pay vs Performance Disclosure          
Class A Common Stock | $ / shares $ 412.23        
Performance Factor 1.0091        
Two Thousand Twenty Three Award Year [Member]          
Pay vs Performance Disclosure          
Class A Common Stock | $ / shares $ 412.23 $ 334.92      
Performance Factor 0.6759 1.1786      
Two Thousand Twenty Two Award Year [Member]          
Pay vs Performance Disclosure          
Class A Common Stock | $ / shares $ 412.23 $ 334.92 $ 248.72    
Performance Factor 0.5 0.797 0.797    
Two Thousand Twenty One Award Year [Member]          
Pay vs Performance Disclosure          
Class A Common Stock | $ / shares   $ 334.92 $ 248.72 $ 192.66  
Performance Factor   0.5000 0.4475 0.7598  
Two Thousand Twenty Award Year [Member]          
Pay vs Performance Disclosure          
Class A Common Stock | $ / shares     $ 248.72 $ 192.66 $ 245.6
Performance Factor     0.6614 0.8701 0.7422
Two Thousand Nineteen Award Year [Member]          
Pay vs Performance Disclosure          
Class A Common Stock | $ / shares       $ 192.66 $ 245.6
Performance Factor       0.7015 0.6313
Two Thousand Eighteen Award Year [Member]          
Pay vs Performance Disclosure          
Class A Common Stock | $ / shares         $ 245.6
Performance Factor         1.0302
Top Range [Member]          
Pay vs Performance Disclosure          
Percentage of Annual Incentive Plan Award Based on Performance Measure 20.90% 13.20% 9.70% 4.20%  
Bottom Range [Member]          
Pay vs Performance Disclosure          
Percentage of Annual Incentive Plan Award Based on Performance Measure 17.90% 10.20% 6.70% 2.20% 2.40%
PEO | Stock Awards Deducted From SCT [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (4,387,010) $ (4,540,445) $ (2,184,136) $ (1,940,202) $ (1,900,133)
PEO | Change In Pension Value Deducted From SCT [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,677,833) (525,707) 0 (509,104) (1,270,170)
PEO | Stock Awards Added to Compensation Actually Paid [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,459,905 5,085,959 2,052,999 759,848 4,085,511
PEO | Stock Awards Deducted from Compensation Actually Paid          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Stock Award "True-Up" Added/Deducted from Compensation Actually Paid [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (56,127) (511,981) (387,601) (205,957) (53,808)
PEO | Pension Service Cost Added to Compensation Actually Paid [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 239,878 222,618 282,523 303,356 273,259
Non-PEO NEO | Stock Awards Deducted From SCT [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (474,187) (827,526) (432,460) (448,446) (439,373)
Non-PEO NEO | Change In Pension Value Deducted From SCT [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (234,710) (347,379) (7,145) (148,236) (537,564)
Non-PEO NEO | Stock Awards Added to Compensation Actually Paid [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 277,675 692,400 416,370 122,250 1,057,944
Non-PEO NEO | Stock Awards Deducted from Compensation Actually Paid          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (64,128) 0 (44,433) 0
Non-PEO NEO | Stock Award "True-Up" Added/Deducted from Compensation Actually Paid [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,112) (68,400) (71,931) (61,373) (23,229)
Non-PEO NEO | Pension Service Cost Added to Compensation Actually Paid [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 91,668 $ 58,413 $ 39,323 $ 83,591 $ 103,827