Pay vs Performance Disclosure


Year	Sum-mary Compen-sation Total for CEO Stephen M. Spray ($)	Summary Compensation Total for former CEO Steven J. Johnston ($)	Compensation actually paid to CEO Stephen M. Spray ($)	Compen-sation actually paid to former CEO Steven J. Johnston ($)	Average Sum-mary Compensa-tion Total for Other NEOs ($)	Average Compen-sation actually paid to Other NEOs ($)	Value of Initial Fixed $100 Investment based on:		Net Income ($) (in millions)	VCR		3-Year TSR
							TSR	S&P Composite 1500 P&C Insurance Index
2024	8,784,200	9,884,720	12,671,357	16,217,104	4,323,195	6,741,502	156.02	208.63	2,292	19.8	%	36.5	%
2023	—	8,381,511	—	6,659,295	4,036,200	3,232,544	109.50	156.60	1,843	19.5	%	27.7	%
2022	—	7,596,511	—	4,720,240	3,513,165	2,250,118	105.32	141.41	(487)	(14.6)	%	5.3	%
2021	—	6,490,767	—	9,608,066	3,181,147	4,447,000	114.32	123.70	2,968	25.7	%	58.8	%
2020	—	3,839,784	—	2,332,489	2,092,643	1,253,067	85.77	104.83	1,216	14.7	%	26.5	%

2020

2021

2022

2023

2024

Michael J. Sewell

Martin F. Hollenbeck

Stephen M. Spray

John S. Kellington

Martin J. Mullen

John S. Kellington

Martin F. Hollenbeck

John S. Kellington

Teresa C. Cracas

John S. Kellington

Stephen M. Spray

John S. Kellington

Teresa C. Cracas

Steven A. Soloria

Stephen M. Spray

Teresa C. Cracas


Year	Summary Compensation Table Total for Stephen M. Spray ($)	Exclusion of Change in Pension Value for Stephen M. Spray ($)	Exclusion of Stock Awards and Option Awards for Stephen M. Spray ($)	Inclusion of Pension Service Cost for Stephen M. Spray ($)	Inclusion of Equity Values for Stephen M. Spray ($)	Compensation Actually Paid to Stephen M. Spray ($)
2024	8,784,200	(234,019.00)	(3,240,898)	104,569.00	7,257,505	12,671,357
2023	—	—	—	—	—	—
2022	—	—	—	—	—	—
2021	—	—	—	—	—	—
2020	—	—	—	—	—	—


Year	Summary Compensation Table Total for Steven J. Johnston ($)	Exclusion of Change in Pension Value for Steven J. Johnston ($)	Exclusion of Stock Awards and Option Awards for Steven J. Johnston ($)	Inclusion of Pension Service Cost for Steven J. Johnston ($)	Inclusion of Equity Values for Steven J. Johnston ($)	Compensation Actually Paid to Steven J. Johnston ($)
2024	9,884,720	—	(3,875,683)	—	10,208,067	16,217,104
2023	8,381,511	—	(4,540,234)	—	2,818,018	6,659,295
2022	7,596,511	—	(3,914,926)	—	1,038,655	4,720,240
2021	6,490,767	—	(2,511,095)	—	5,628,394	9,608,066
2020	3,839,784	—	(2,069,478)	—	562,183	2,332,489

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Stephen M. Spray ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Stephen M. Spray ($)	Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Stephen M. Spray ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Stephen M. Spray ($)	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Stephen M. Spray ($)	Total Inclusion of Equity Values for Stephen M. Spray ($)
2024	5,607,753	1,511,571	—	138,181	—	7,257,505
2023			—		—	—
2022			—		—	—
2021			—		—	—
2020			—		—	—


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Steven J. Johnston ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Steven J. Johnston ($)	Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Steven J. Johnston ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Steven J. Johnston ($)	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Steven J. Johnston ($)	Total Inclusion of Equity Values for Steven J. Johnston ($)
2024	6,706,612	3,198,808	—	302,647	—	10,208,067
2023	2,856,060	(939,055)	—	901,013	—	2,818,018
2022	2,225,211	(1,787,489)	—	600,933	—	1,038,655
2021	3,544,638	1,504,404	—	579,352	—	5,628,394
2020	1,537,273	(1,305,778)	—	330,688	—	562,183


Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Exclusion of Change in Pension Value for Non-PEO NEOs ($)	Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)	Average Inclusion of Pension Service Cost for Non-PEO NEOs ($)	Average Inclusion of Equity Values for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)
2024	4,323,195	(36,675)	(1,521,613)	122,795	3,853,800	6,741,502
2023	4,036,200	(99,559)	(1,987,382)	20,415	1,262,870	3,232,544
2022	3,513,165	—	(1,699,967)	21,559	415,361	2,250,118
2021	3,181,147	(65,495)	(1,117,955)	24,446	2,424,857	4,447,000
2020	2,092,643	(182,623)	(896,434)	13,047	226,434	1,253,067


Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)	Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)	Average Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)	Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)	Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)	Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
2024	2,604,380	1,147,217	—	102,203	—	3,853,800
2023	1,265,153	(370,422)	—	368,139	—	1,262,870
2022	835,910	(698,989)	95,540	197,696	(14,796)	415,361
2021	1,563,008	628,049	—	233,800	—	2,424,857
2020	596,733	(460,153)	49,917	52,845	(12,908)	226,434

CAP and Cumulative TSR

As shown in the charts below, the CEO and Other NEOs’ CAP amounts are generally aligned with the company’s TSR. This is due primarily to the company's use of equity incentives, which are tied directly to stock price in addition to the company’s financial performance. As described in more detail in Compensation of Named Executive Officers, Compensation Discussion and Analysis, Long-Term Stock-Based Compensation beginning on Page 45, the Committee selected 3-year TSR relative to the Peer Group as the performance objective for performance-based restricted stock units that were granted in the listed years. The same measure also applied to performance-based restricted stock units that vested during the listed years.

As shown in the charts below, the company’s net income has varied significantly in the years presented. This is due in large part to the inclusion of the change in fair value in our equity portfolio in the net income calculation in accordance with FASB, ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities. Stock market volatility throughout the period also affected the valuations of outstanding equity incentives. The Committee does not use net income as a performance objective in any of the performance-based compensation awards.

Financial Performance Measures

As described in greater detail in “Compensation of Named Executive Officers – Compensation Discussion and Analysis,” the company’s executive compensation program is based on a pay-for-performance philosophy. The metrics that the company uses for both our short-term and long-term performance-based awards are selected to incentivize achievement of both short-term and long-term performance objectives that create value for our enterprise and our shareholders. For 2024, we determined VCR to be the most important financial performance measure used to link company performance to CAP for our CEO and Other NEOs. This performance measure may not have been the most important financial performance measure for years 2020 through 2023, and we may determine a different financial performance measure to be the most important financial performance measure in future years. The Committee established relative VCR compared with the nine companies included in company’s Peer Group as the primary performance objective for annual incentive compensation awards. The relative VCR placement earned payouts at maximum levels for the CEOs and the Other NEOs for 2024. The Committee does not use the S&P Composite 1500 Property & Casualty Insurance Index in setting targets or objectives for performance-based compensation. See Compensation of Named Executive Officers, Compensation Discussion and Analysis, Benchmarking and Peer Group beginning on Page 52 for more information about the Committee's selection and use of the Peer Group in making compensation decisions.

Analysis of the Information Presented in the Pay Versus Performance Table

While the Committee uses several performance measures to align executive compensation with company performance, including VCR and 3-year TSR achievement relative to the companies in the Peer Group, not all of those performance measures are presented in the Pay Versus Performance Table and therefore the company’s performance measures do not necessarily align with CAP as calculated in accordance with Item 402(v) of Regulation S-K for a particular year. In accordance with Item 402(v) of Regulation S-K, the company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table.