Board Justification

We structure our executive compensation program to support our Vision and our long-term profitability target, providing strong alignment between pay and performance. We generally provide base salary to our executives near or below the market median and provide a significant percentage of total compensation in the form of performance-based equity awards that provide upside potential when we perform well against pre-established and objective measures that correlate to shareholder value.

Board Justification

The Gainshare payout was determined based on the performance of our agency auto, direct auto, special lines, and property business units (collectively, Personal Lines), and Commercial Lines. The Gainshare Factor for 2024 was 1.78 out of a possible 2.00.

Board Justification

Includes $168,041 in incremental costs for Mrs. Griffith’s personal use of our company airplane and $6,287 in incremental costs attributable to the personal use of a company-leased vehicle by Mrs. Griffith, which is primarily used for commuting to and from work and employer matching contributions made during 2024 under our 401(k) plan.

Board Justification

The vesting of these awards was included in the applicable compensation actually paid column in the Pay Versus Performance Table and reflected changes in the fair value of these awards as described above.