As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. In accordance with Item 402(v) of Regulation S-K, the following information includes disclosure about all of our NEOs since our 2021 fiscal year. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis.”
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Value of Initial Fixed $100 Investment Based On: |
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||||||||||
Year |
Summary Compensation (Comp.) Table Total for PEO (1) |
|
Comp. Actually Paid to PEO (2)(3) |
|
Average Summary Comp. Table Total for Non-PEO NEOs (4) |
|
Average Comp. Actually Paid to Non-PEO NEOs (3)(5)(6) |
|
Total Shareholder Return (TSR) |
|
Peer Group TSR (7) |
|
Net Income (thousands) (8) |
|
Core ROBE (9) |
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||||||||
2025 |
$ |
2,811,555 |
|
$ |
2,651,877 |
|
$ |
1,138,194 |
|
$ |
1,093,627 |
|
$ |
255.95 |
|
$ |
223.50 |
|
$ |
106,837 |
|
|
44.0 |
% |
2024 |
|
211,150 |
|
|
229,000 |
|
|
1,240,355 |
|
|
2,290,044 |
|
|
262.35 |
|
|
141.43 |
|
|
75,718 |
|
|
57.4 |
% |
2023 |
|
176,250 |
|
|
215,000 |
|
|
1,230,006 |
|
|
3,738,971 |
|
|
184.41 |
|
|
101.57 |
|
|
309,111 |
|
|
92.2 |
% |
2022 |
|
161,900 |
|
|
144,700 |
|
|
1,023,150 |
|
|
298,515 |
|
|
20.66 |
|
|
72.87 |
|
|
(469,885 |
) |
|
(66.4 |
)% |
2021 |
|
180,600 |
|
|
174,600 |
|
|
968,033 |
|
|
939,379 |
|
|
80.07 |
|
|
81.29 |
|
|
(57,919 |
) |
|
(8.3 |
)% |
(1) Amounts reported in this column are the amounts of total compensation reported for Mr. B. Bradford Martz (our President & CEO) during 2025 and Mr. Dan Peed (our former CEO and Executive Chairman of the Board) during 2021 through 2024. See the “Executive Compensation – Summary Compensation Table.” for the detail of these amounts for each corresponding year.
(2) Amounts reported in this column represent the amount of “compensation actually paid” to Mr. Martz during 2025 and Mr. Peed during 2021 through 2024, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Martz or Mr. Peed during each applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Martz's 2025 total compensation and Mr. Peed’s 2021 through 2024 total compensation for each year to determine the compensation actually paid:
Year |
2025 |
|
|
2024 |
|
|
2023 |
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2022 |
|
|
2021 |
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|||||
Summary Compensation Table Total Compensation |
$ |
2,811,555 |
|
|
$ |
211,150 |
|
|
$ |
176,250 |
|
|
$ |
161,900 |
|
|
$ |
180,600 |
|
Less, value of Equity Awards reported in Summary Compensation Table |
|
1,050,000 |
|
|
|
61,150 |
|
|
|
26,250 |
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|
|
11,600 |
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|
|
29,400 |
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Plus, Year-End Fair Value of Equity Awards Granted in Fiscal Year that are Unvested and Outstanding |
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1,114,759 |
|
|
|
67,300 |
|
|
|
47,300 |
|
|
|
5,300 |
|
|
|
21,200 |
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Plus, Change in Fair Value of Prior Year Equity Awards that are Outstanding and Unvested |
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(112,202 |
) |
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|
— |
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|
|
— |
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|
|
— |
|
|
|
— |
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Plus, Change in Fair Value (from prior year-end) of Prior Year Equity Awards that Vested this Year |
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(112,235 |
) |
|
|
11,700 |
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|
|
17,700 |
|
|
|
(10,900 |
) |
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|
2,200 |
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Plus, Dollar Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included |
|
— |
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|
|
— |
|
|
|
— |
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|
|
— |
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|
|
— |
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Less, Prior Year Fair Value of Prior Equity Awards that Failed to Vest this Year |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
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Total Adjustments |
$ |
159,678 |
|
|
$ |
(17,850 |
) |
|
$ |
(38,750 |
) |
|
$ |
17,200 |
|
|
$ |
6,000 |
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Compensation Actually Paid |
$ |
2,651,877 |
|
|
$ |
229,000 |
|
|
$ |
215,000 |
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|
$ |
144,700 |
|
|
$ |
174,600 |
|
(3) For the portion of “compensation actually paid” that is based on year-end stock prices, $12.63 was used for 2025, $13.46 was used for 2024, $9.46 was used for 2023, $1.06 was used for 2022 and $4.24 was used for 2021.
(4) Amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Martz during 2025 and Mr. Peed during 2021-2024) in the “Total” column of our Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Christopher Griffith, Brooke Adler, Svetlana Castle and James Gray, (ii) for 2024, B. Bradford Martz, Christopher Griffith, Brooke Adler and Svetlana Castle, (iii) for 2023, B. Bradford Martz, Christopher Griffith and Brooke Adler, (iv) for 2022, B. Bradford Martz, Christopher Griffith, Brooke Adler and Brooke Shirazi, and (v) for 2021, B. Bradford Martz, Christopher Griffith, Scott St. John and Alycia Weigley.
(5) Amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (defined for each year above), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation to determine the compensation actually paid:
Year |
|
2025 |
|
|
2024 (6) |
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|
2023 |
|
|
2022 |
|
|
2021 |
|
|||||
Summary Compensation Table Total Compensation |
|
$ |
1,138,194 |
|
|
$ |
1,240,355 |
|
|
$ |
1,230,006 |
|
|
$ |
1,023,150 |
|
|
$ |
968,033 |
|
Less, value of Equity Awards reported in Summary Compensation Table |
|
|
341,250 |
|
|
|
437,500 |
|
|
|
432,667 |
|
|
|
308,333 |
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|
|
361,595 |
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Plus, Year-End Fair Value of Equity Awards Granted in Fiscal Year that are Unvested and Outstanding |
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|
362,333 |
|
|
|
559,343 |
|
|
|
948,776 |
|
|
|
159,855 |
|
|
|
360,452 |
|
Plus, Change in Fair Value of Prior Year Equity Awards that are Outstanding and Unvested |
|
|
(38,401 |
) |
|
|
447,266 |
|
|
|
1,635,435 |
|
|
|
(436,237 |
) |
|
|
(5,486 |
) |
Plus, Change in Fair Value (from prior year-end) of Prior Year Equity Awards that Vested this Year |
|
|
(27,249 |
) |
|
|
480,580 |
|
|
|
393,407 |
|
|
|
(78,040 |
) |
|
|
4,527 |
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Plus, Dollar Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,083 |
|
|
|
9,197 |
|
Less, Prior Year Fair Value of Prior Equity Awards that Failed to Vest this Year |
|
|
— |
|
|
|
— |
|
|
|
35,986 |
|
|
|
63,962 |
|
|
|
35,749 |
|
Total Adjustments |
|
$ |
44,567 |
|
|
$ |
(1,049,689 |
) |
|
$ |
(2,508,965 |
) |
|
$ |
724,635 |
|
|
$ |
28,654 |
|
Compensation Actually Paid |
|
$ |
1,093,627 |
|
|
$ |
2,290,044 |
|
|
$ |
3,738,971 |
|
|
$ |
298,515 |
|
|
$ |
939,379 |
|
(6) It was determined that the "change in fair value (from prior year-end) of prior year equity awards that vested this year" calculated for 2024 did not properly include the value of incremental performance shares issued upon vesting. This has been correct in the current year and is reflected, changing the previously reported compensation actually paid in 2024 to $2,290,044 from $2,120,812. No other years were impacted.
(7) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Company’s peer group for Fiscal Year 2025 as set forth in the Compensation Discussion and Analysis.
(8) Reflects “Net Income” in the Company’s Consolidated Financial Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2021 through December 31, 2025.
(9) Company-selected measure is Core Income After-Tax Return on Equity (“Core ROBE”), which is a non-GAAP financial measure that is computed by dividing core income by the Company’s beginning stockholders’ equity for the period. Core income (loss) is computed by adding amortization, net of tax, and current accident year net incurred losses and loss adjustment expenses resulting from named and numbered storms, net of tax, to net income (loss) and subtracting realized gains (losses) on the Company’s investment portfolio, net of tax, and subtracting realized gains (losses) on the Company’s equity securities and income (loss) from discontinued operations. Amortization expense is related to the amortization of intangible assets acquired, including goodwill, through mergers and, therefore, the expense does not arise through normal operations. Investment portfolio gains (losses) and unrealized equity security gains (losses) vary independent of the Company’s operations. Named windstorm expenses are related to losses that arise when hurricanes and tropical storms make landfall in the Company’s geographic regions of coverage. These storms cause loss trends to vary significantly between periods as a result of their frequency of occurrence and severity and can significantly impact net income (loss). 2022 Core ROBE does not contemplate discontinued operations as outlined above.
(4) Amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Martz during 2025 and Mr. Peed during 2021-2024) in the “Total” column of our Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Christopher Griffith, Brooke Adler, Svetlana Castle and James Gray, (ii) for 2024, B. Bradford Martz, Christopher Griffith, Brooke Adler and Svetlana Castle, (iii) for 2023, B. Bradford Martz, Christopher Griffith and Brooke Adler, (iv) for 2022, B. Bradford Martz, Christopher Griffith, Brooke Adler and Brooke Shirazi, and (v) for 2021, B. Bradford Martz, Christopher Griffith, Scott St. John and Alycia Weigley.
(7) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Company’s peer group for Fiscal Year 2025 as set forth in the Compensation Discussion and Analysis.
Year |
2025 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||||
Summary Compensation Table Total Compensation |
$ |
2,811,555 |
|
|
$ |
211,150 |
|
|
$ |
176,250 |
|
|
$ |
161,900 |
|
|
$ |
180,600 |
|
Less, value of Equity Awards reported in Summary Compensation Table |
|
1,050,000 |
|
|
|
61,150 |
|
|
|
26,250 |
|
|
|
11,600 |
|
|
|
29,400 |
|
Plus, Year-End Fair Value of Equity Awards Granted in Fiscal Year that are Unvested and Outstanding |
|
1,114,759 |
|
|
|
67,300 |
|
|
|
47,300 |
|
|
|
5,300 |
|
|
|
21,200 |
|
Plus, Change in Fair Value of Prior Year Equity Awards that are Outstanding and Unvested |
|
(112,202 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Plus, Change in Fair Value (from prior year-end) of Prior Year Equity Awards that Vested this Year |
|
(112,235 |
) |
|
|
11,700 |
|
|
|
17,700 |
|
|
|
(10,900 |
) |
|
|
2,200 |
|
Plus, Dollar Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Less, Prior Year Fair Value of Prior Equity Awards that Failed to Vest this Year |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total Adjustments |
$ |
159,678 |
|
|
$ |
(17,850 |
) |
|
$ |
(38,750 |
) |
|
$ |
17,200 |
|
|
$ |
6,000 |
|
Compensation Actually Paid |
$ |
2,651,877 |
|
|
$ |
229,000 |
|
|
$ |
215,000 |
|
|
$ |
144,700 |
|
|
$ |
174,600 |
|
Year |
|
2025 |
|
|
2024 (6) |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||||
Summary Compensation Table Total Compensation |
|
$ |
1,138,194 |
|
|
$ |
1,240,355 |
|
|
$ |
1,230,006 |
|
|
$ |
1,023,150 |
|
|
$ |
968,033 |
|
Less, value of Equity Awards reported in Summary Compensation Table |
|
|
341,250 |
|
|
|
437,500 |
|
|
|
432,667 |
|
|
|
308,333 |
|
|
|
361,595 |
|
Plus, Year-End Fair Value of Equity Awards Granted in Fiscal Year that are Unvested and Outstanding |
|
|
362,333 |
|
|
|
559,343 |
|
|
|
948,776 |
|
|
|
159,855 |
|
|
|
360,452 |
|
Plus, Change in Fair Value of Prior Year Equity Awards that are Outstanding and Unvested |
|
|
(38,401 |
) |
|
|
447,266 |
|
|
|
1,635,435 |
|
|
|
(436,237 |
) |
|
|
(5,486 |
) |
Plus, Change in Fair Value (from prior year-end) of Prior Year Equity Awards that Vested this Year |
|
|
(27,249 |
) |
|
|
480,580 |
|
|
|
393,407 |
|
|
|
(78,040 |
) |
|
|
4,527 |
|
Plus, Dollar Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,083 |
|
|
|
9,197 |
|
Less, Prior Year Fair Value of Prior Equity Awards that Failed to Vest this Year |
|
|
— |
|
|
|
— |
|
|
|
35,986 |
|
|
|
63,962 |
|
|
|
35,749 |
|
Total Adjustments |
|
$ |
44,567 |
|
|
$ |
(1,049,689 |
) |
|
$ |
(2,508,965 |
) |
|
$ |
724,635 |
|
|
$ |
28,654 |
|
Compensation Actually Paid |
|
$ |
1,093,627 |
|
|
$ |
2,290,044 |
|
|
$ |
3,738,971 |
|
|
$ |
298,515 |
|
|
$ |
939,379 |
|
Listed below are the financial and non-financial performance measures which in our assessment represent the most important performance measures we use to link compensation actually paid to our NEOs, for 2025, to Company performance. Core ROBE and Combined Ratio metrics are used to determine annual incentive compensation payouts while Return on Average Equity is used to determine vesting of our PSUs. For more information on annual incentive compensation and actual payouts, see “Compensation Discussion and Analysis – Elements of Executive Compensation”.
Most important Performance Measures for 2025 |
Core ROBE |
Return on Average Equity |
Combined Ratio (1) |
(1) Measured by taking the Company's expenses attributable to continuing operations, excluding interest expense, divided by the Company's Net Premiums Earned.