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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
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, provides certain information regarding executive compensation and measures of Company performance for the last five 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)
 
               
2025
    5,395,618       1,741,249       1,334,817       725,402       128       204       559,334,540       8.4
               
2024
    9,207,093       4,785,906       1,729,099       1,384,433       181       196       600,313,823       18.8
               
2023
    7,824,320       7,554,765       2,018,188       1,461,566       145       155       446,061,322       17.0
               
2022
    4,512,236       4,276,021       1,328,989       1,273,145       106       141       298,569,474       9.2
2021
    4,874,521       3,282,462       1,515,340       1,018,693       80       129       297,860,233       3.3
 
(1)
See “Total” column in the 2025, 2024, 2023, 2022 and 2021 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 2025, 2024, 2023, 2022 and 2021 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
                                                               
               
2025 
    5,395,618       752,676       1,491,279       (1,665,666     0       26,122       229,130       1,741,249  
               
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  
Average
Non-CEO
NEOs
 
               
2025
    1,334,817       126,440       309,133       (289,015     0       4,079       111,094       725,402  
               
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  
 
  (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 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, 2025
     
 
       
 
       
 
 
     
Award Year
     2025        2024        2023  
     
Class A Common Stock ($ per share)
     286.65        286.65        286.65  
     
Performance Factor (for LTIP awards)
     0.9598        1.0743        0.5000  
     
At December 31, 2024
     
 
       
 
       
 
 
     
Award Year
     2024        2023        2022  
     
Class A Common Stock ($ per share)
     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 ($ per share)
     334.92        334.92        334.92  
     
Performance Factor (for LTIP awards)
     1.1786        0.7970        0.5000  
     
At December 30, 2022
     
 
       
 
       
 
 
     
Award Year
     2022        2021        2020  
     
Class A Common Stock ($ per share)
     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 ($ per share)
     192.66        192.66        192.66  
     
Performance Factor (for LTIP awards)
     0.7598        0.8701        0.7015  
Former Executive Vice President, Claims and Customer Service Lorianne Feltz, who retired June 30, 2024, was a NEO in years 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 $651,513, the difference between the estimated value of Ms. Feltz’s LTIP from 2023 and 2024, plus an additional subsequent deduction of $64,158 that reflects the difference of the estimated value of her LTIP at the end of 2024 and the actual amount paid to her in 2025. The fair value for the actual amounts paid in 2025 was based on: (i) the average closing share price of our Class A common stock for the last 20 trading days of the performance period, which was $416.61, and (ii) the actual LTIP performance factor for the 2022—2024 and 2023—2025 performance periods of .3182 and .4451, respectively.
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 closing share 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 2025, 2024, 2023, 2022 and 2021 was based on: (i) the average closing share price of our Class A common stock for the last 20 trading days of each LTIP performance period, $416.61, $320.66, $269.93, $191.73 and $238.30, respectively, and (ii) actual LTIP performance factors of .3182, .0385, .4427, .5267 and .9841, respectively.
The LTIP performance factor of .5000 at December 31, 2025, December 31, 2024 and December 29, 2023 for the Award Years 2023, 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 2025 Summary Compensation Table for a listing of 2025 NEOs. The NEOs for 2023 exclude Mr. Bolash and include Mr. Gutting and Ms. Feltz. The NEOs for 2022 exclude Mr. Bolash and Ms. Pelkowski and include Mr. Gutting and Ms. Feltz. The NEOs for 2021 exclude Mr. Bolash, Ms. Pelkowski and Mr. Srinivasa and include Mr. Gutting. Ms. Feltz, 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 2020 base year as reported in our annual report on Form
10-K
filed with the SEC on February 23, 2026, February 27, 2025, February 26, 2024, March 1, 2023 and February 24, 2022. Due to a move in the base year from 2019 to 2020, TSR values changed from prior filings.
 
(7)
Net income as reported in our annual reports on Form
10-K
filed with the SEC on February 23, 2026, February 27, 2025, February 26, 2024, March 1, 2023 and February 24, 2022.
 
(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 2025, 2024, 2023, 2022 and 2021. 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 2025 Summary Compensation Table for a listing of 2025 NEOs. The NEOs for 2023 exclude Mr. Bolash and include Mr. Gutting and Ms. Feltz. The NEOs for 2022 exclude Mr. Bolash and Ms. Pelkowski and include Mr. Gutting and Ms. Feltz. The NEOs for 2021 exclude Mr. Bolash, Ms. Pelkowski and Mr. Srinivasa and include Mr. Gutting. Ms. Feltz, and Mr. Ingram.        
Peer Group Issuers, Footnote TSR for Standard & Poor’s Supercomposite Insurance Industry Group Index using a 2020 base year as reported in our annual report on Form
10-K
filed with the SEC on February 23, 2026, February 27, 2025, February 26, 2024, March 1, 2023 and February 24, 2022. Due to a move in the base year from 2019 to 2020, TSR values changed from prior filings.
       
PEO Total Compensation Amount $ 5,395,618 $ 9,207,093 $ 7,824,320 $ 4,512,236 $ 4,874,521
PEO Actually Paid Compensation Amount $ 1,741,249 4,785,906 7,554,765 4,276,021 3,282,462
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 2025, 2024, 2023, 2022 and 2021 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
                                                               
               
2025 
    5,395,618       752,676       1,491,279       (1,665,666     0       26,122       229,130       1,741,249  
               
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  
Average
Non-CEO
NEOs
 
               
2025
    1,334,817       126,440       309,133       (289,015     0       4,079       111,094       725,402  
               
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  
 
  (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 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, 2025
     
 
       
 
       
 
 
     
Award Year
     2025        2024        2023  
     
Class A Common Stock ($ per share)
     286.65        286.65        286.65  
     
Performance Factor (for LTIP awards)
     0.9598        1.0743        0.5000  
     
At December 31, 2024
     
 
       
 
       
 
 
     
Award Year
     2024        2023        2022  
     
Class A Common Stock ($ per share)
     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 ($ per share)
     334.92        334.92        334.92  
     
Performance Factor (for LTIP awards)
     1.1786        0.7970        0.5000  
     
At December 30, 2022
     
 
       
 
       
 
 
     
Award Year
     2022        2021        2020  
     
Class A Common Stock ($ per share)
     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 ($ per share)
     192.66        192.66        192.66  
     
Performance Factor (for LTIP awards)
     0.7598        0.8701        0.7015  
Former Executive Vice President, Claims and Customer Service Lorianne Feltz, who retired June 30, 2024, was a NEO in years 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 $651,513, the difference between the estimated value of Ms. Feltz’s LTIP from 2023 and 2024, plus an additional subsequent deduction of $64,158 that reflects the difference of the estimated value of her LTIP at the end of 2024 and the actual amount paid to her in 2025. The fair value for the actual amounts paid in 2025 was based on: (i) the average closing share price of our Class A common stock for the last 20 trading days of the performance period, which was $416.61, and (ii) the actual LTIP performance factor for the 2022—2024 and 2023—2025 performance periods of .3182 and .4451, respectively.
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 closing share 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 2025, 2024, 2023, 2022 and 2021 was based on: (i) the average closing share price of our Class A common stock for the last 20 trading days of each LTIP performance period, $416.61, $320.66, $269.93, $191.73 and $238.30, respectively, and (ii) actual LTIP performance factors of .3182, .0385, .4427, .5267 and .9841, respectively.
The LTIP performance factor of .5000 at December 31, 2025, December 31, 2024 and December 29, 2023 for the Award Years 2023, 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 $ 1,334,817 1,729,099 2,018,188 1,328,989 1,515,340
Non-PEO NEO Average Compensation Actually Paid Amount $ 725,402 1,384,433 1,461,566 1,273,145 1,018,693
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 2025, 2024, 2023, 2022 and 2021 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
                                                               
               
2025 
    5,395,618       752,676       1,491,279       (1,665,666     0       26,122       229,130       1,741,249  
               
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  
Average
Non-CEO
NEOs
 
               
2025
    1,334,817       126,440       309,133       (289,015     0       4,079       111,094       725,402  
               
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  
 
  (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 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, 2025
     
 
       
 
       
 
 
     
Award Year
     2025        2024        2023  
     
Class A Common Stock ($ per share)
     286.65        286.65        286.65  
     
Performance Factor (for LTIP awards)
     0.9598        1.0743        0.5000  
     
At December 31, 2024
     
 
       
 
       
 
 
     
Award Year
     2024        2023        2022  
     
Class A Common Stock ($ per share)
     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 ($ per share)
     334.92        334.92        334.92  
     
Performance Factor (for LTIP awards)
     1.1786        0.7970        0.5000  
     
At December 30, 2022
     
 
       
 
       
 
 
     
Award Year
     2022        2021        2020  
     
Class A Common Stock ($ per share)
     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 ($ per share)
     192.66        192.66        192.66  
     
Performance Factor (for LTIP awards)
     0.7598        0.8701        0.7015  
Former Executive Vice President, Claims and Customer Service Lorianne Feltz, who retired June 30, 2024, was a NEO in years 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 $651,513, the difference between the estimated value of Ms. Feltz’s LTIP from 2023 and 2024, plus an additional subsequent deduction of $64,158 that reflects the difference of the estimated value of her LTIP at the end of 2024 and the actual amount paid to her in 2025. The fair value for the actual amounts paid in 2025 was based on: (i) the average closing share price of our Class A common stock for the last 20 trading days of the performance period, which was $416.61, and (ii) the actual LTIP performance factor for the 2022—2024 and 2023—2025 performance periods of .3182 and .4451, respectively.
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 closing share 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 2025, 2024, 2023, 2022 and 2021 was based on: (i) the average closing share price of our Class A common stock for the last 20 trading days of each LTIP performance period, $416.61, $320.66, $269.93, $191.73 and $238.30, respectively, and (ii) actual LTIP performance factors of .3182, .0385, .4427, .5267 and .9841, respectively.
The LTIP performance factor of .5000 at December 31, 2025, December 31, 2024 and December 29, 2023 for the Award Years 2023, 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
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 average for our
non-CEO
NEOs decreased in 2024 and 2025, while our TSR increased in 2024 and decreased in 2025. The decrease in 2025 for compensation actually paid is due to a mix of factors: (i) the performance of our LTIP (ii) the decline of our stock price between December 31, 2024 and December 31, 2025 and (iii) the redesign of how the LTIP was granted in 2025. A portion of 2025 LTIP grants were made in performance units which are not equity related and not reportable in our summary compensation table or in the calculation of Compensation Actually Paid until the year it is paid.
 
       
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 2021-2025. 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 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. Net income decline of 6.8 percent from 2024 to 2025 was primarily the result of a $100 million charitable contribution made to the Erie Insurance Foundation, partially offset by higher operating income due to increased management fee revenue from 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 2021-2025.
Under the AIP, DWP is weighted at 25 percent (30 percent in 2024 and 2023, 35 percent in 2022 and 2021) of the total company performance measures and 20 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. 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.
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 performance measure for the 2021 plan year, which is included in the compensation actually paid calculation for 2021. For the three-year LTIP 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 LTIP performance period that ended December 31, 2024, the Property and Casualty Group outperformed the peer group by 471 basis points.
The DWP target in the 2025 AIP was set at 12.9 percent and the threshold was set at 10.9 percent. Actual 2025 DWP growth was 8.4 percent. This below-threshold premium growth was impacted by rate increases. Payments for the 2025 AIP plan year are included in the compensation actually paid calculation for 2025. Since our DWP exceeded peer group results in 2023 and 2024, for the three-year performance period that ended December 31, 2025, we are projecting that the Property and Casualty Group will outperform the LTIP peer group by 548 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 55 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 — 2025 Executive Compensation Benchmarking Peer Group. Since several of the companies in our 2025 Executive Compensation Benchmarking Peer Group are not publicly traded, there is no way to calculate TSR for our 2025Executive 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 $ 128 181 145 106 80
Peer Group Total Shareholder Return Amount 204 196 155 141 129
Net Income (Loss) $ 559,334,540 $ 600,313,823 $ 446,061,322 $ 298,569,474 $ 297,860,233
Company Selected Measure Amount 0.084 0.188 0.17 0.092 0.033
PEO Name Mr. NeCastro        
Average Price of Our Class A Common Stock | $ / shares $ 416.61 $ 320.66 $ 269.93 $ 191.73 $ 238.3
Net Income Growth 6.80% 34.60% 49.40% 0.20%  
Management Fee 25.00% 25.00% 25.00% 25.00% 25.00%
Average Compensation Actually Paid for Non CEO NEOs $ 651,513        
AIP Payout For The Year   130.00% 200.00% 183.00% 155.00%
Percentage of Weighted Average Annual Incentive plan Award Rate 25.00% 30.00% 30.00% 35.00% 35.00%
Percentage of Annual Incentive Plan Award 20.00%        
Increase (Decrease) In Percentage Of Direct Written Growth Rate 8.40% 18.80% 17.00% 9.20% 3.30%
Percentage of Weighted Average Long Term Incentive plan Award Rate 40.00%        
Actual LTIP Performance Factors 0.3182 0.0385 0.4427 0.5267 0.9841
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 Five Award Year [Member]          
Pay vs Performance Disclosure          
Class A Common Stock | $ / shares $ 286.65        
Performance Factor 0.9598        
Two Thousand Twenty Four Award Year [Member]          
Pay vs Performance Disclosure          
Class A Common Stock | $ / shares $ 286.65 $ 412.23      
Performance Factor 1.0743 1.0091      
Two Thousand Twenty Three Award Year [Member]          
Pay vs Performance Disclosure          
Class A Common Stock | $ / shares $ 286.65 $ 412.23 $ 334.92    
Performance Factor 0.5 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     0.5 0.4475 0.7598
Two Thousand Twenty Award Year [Member]          
Pay vs Performance Disclosure          
Class A Common Stock | $ / shares       $ 248.72 $ 192.66
Performance Factor       0.6614 0.8701
Two Thousand Nineteen Award Year [Member]          
Pay vs Performance Disclosure          
Class A Common Stock | $ / shares         $ 192.66
Performance Factor         0.7015
Top Range [Member]          
Pay vs Performance Disclosure          
Percentage of Annual Incentive Plan Award Based on Performance Measure 10.90% 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 12.90% 17.90% 10.20% 6.70% 2.20%
PEO | Stock Awards Deducted From SCT [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (752,676) $ (4,387,010) $ (4,540,445) $ (2,184,136) $ (1,940,202)
PEO | Change In Pension Value Deducted From SCT [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,491,279) (1,677,833) (525,707) 0 (509,104)
PEO | Stock Awards Added to Compensation Actually Paid [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,665,666) 1,459,905 5,085,959 2,052,999 759,848
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 26,122 (56,127) (511,981) (387,601) (205,957)
PEO | Pension Service Cost Added to Compensation Actually Paid [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 229,130 239,878 222,618 282,523 303,356
Non-PEO NEO | Stock Awards Deducted From SCT [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (126,440) (474,187) (827,526) (432,460) (448,446)
Non-PEO NEO | Change In Pension Value Deducted From SCT [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (309,133) (234,710) (347,379) (7,145) (148,236)
Non-PEO NEO | Stock Awards Added to Compensation Actually Paid [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (289,015) 277,675 692,400 416,370 122,250
Non-PEO NEO | Stock Awards Deducted from Compensation Actually Paid          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 (64,128) 0 (44,433)
Non-PEO NEO | Stock Award "True-Up" Added/Deducted from Compensation Actually Paid [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,079 (5,112) (68,400) (71,931) (61,373)
Non-PEO NEO | Pension Service Cost Added to Compensation Actually Paid [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 111,094 $ 91,668 $ 58,413 $ 39,323 $ 83,591