Independent
Tenure on this board
29.4 yrs
8 nominees · 3 ballot items.
Vote to elect eight directors; ratify Forvis Mazars, LLP as independent auditors for fiscal 2026; and an advisory (non-binding) say-on-pay vote to approve the named executive officers’ compensation.
Elect eight director nominees to serve until the 2027 Annual Meeting or until their successors are elected and qualified; includes six incumbent directors and two new nominees to increase the board to eight members.
Ratify the Audit Committee’s selection of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory (say-on-pay) vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narratives.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation for its named executive officers (NEOs), including the Compensation Discussion and Analysis, compensation tables, and narrative disclosures. Management seeks this advisory approval to provide shareholder feedback on overall pay practices rather than specific elements, and the Compensation Committee intends to consider the voting outcome when setting future pay. The Company frames its compensation program around a mix of base salary, short-term cash incentives tied primarily to statutory combined ratio and individual objectives, and long-term equity awards (recently granted as RSUs) to align management and shareholder interests and to retain key executives. The board emphasizes that the say-on-pay vote is advisory and non-binding, but argues the program is appropriately calibrated to promote long-term value creation and retention, citing benchmarking, use of an independent compensation consultant, clawback policy, anti-hedging/pledging rules, and stock ownership guidelines. The proxy notes strong prior shareholder support (approximately 96% in 2025) and explains how STIP metrics and equity grant design tie pay to company performance, while also noting recent adjustments (pause of PSUs in 2025) due to business uncertainty in the non-standard auto segment. Management also explains that the Compensation Committee retains discretion to adjust payouts for unusual or non-recurring items and excludes certain segments from metric calculations when appropriate. The board recommends a vote FOR the proposal because it views the compensation structure as competitive, performance-oriented, and consistent with governance best practices, and it will use the advisory vote results as feedback in its ongoing governance of executive pay.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | M3F, Inc. | 8.07% | 1,652,020 | $21M |
| 2 | Newtyn Management, LLC | 3.27% | 670,000 | $9M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 1.46% | 298,044 | $4M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.44% | 294,798 | $4M |
| 5 | BlackRock, Inc. | 1.32% | 271,372 | $3M |
| 6 | TCW GROUP INC | 1.03% | 210,121 | $3M |
| 7 | STATE STREET CORP | 0.68% | 138,755 | $2M |
| 8 | Minerva Advisors LLC | 0.63% | 129,900 | $2M |
| 9 | BlackRock, Inc. | 0.62% | 128,006 | $2M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.62% | 127,884 | $2M |
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