Pay vs Performance Disclosure

Pay versus Performance

Holdings is providing the following disclosure in accordance with the SEC’s pay versus performance disclosure rules (the “PVP Rules”). However, we generally do not make compensation decisions based on “compensation actually paid” within the meaning of the PVP Rules, nor do we use the performance metrics that are required to be disclosed under the PVP Rules in our incentive compensation programs. In particular, we use

Non-GAAP

Operating Earnings, rather than net income, to determine compensation, because the nature of the products we offer result in net income volatility (as further described in the 2024 Form

10-K),

and because we view the

Non-GAAP

Operating Earnings measure as more aligned with the underlying profitability drivers of our business than net income. Please refer to page 29 for a discussion of our incentive compensation programs, the performance objectives we utilize, and how we align pay and performance.

Summary
Compensation
Table Total
for PEO

Compensation
Actually Paid
to PEO

Average
Summary
Compensation
Table Total
for

Non-PEO

NEOs

Average
Compensation
Actually Paid
to

Non-PEO

NEOs

Value of Initial Fixed
$100 Investment
Based on:

Company
Selected
Measure:

Non-GAAP

Operating
Earnings
(i)

Supplemental
Measure:
Relative

3-Year

TSR
Rank (h)

Peer Group
TSR (S&P
400
Financials)
(g)

For purposes of this disclosure, “PEO” refers to Principal (or Chief) Executive Officer.

To calculate Compensation Actually Paid (CAP) for each year, the “

Summary Compensation Table

” (SCT) total compensation amount for such year was adjusted by (1) deducting certain amounts from the SCT total, as shown in tables A and B below, (2) adding the equity component of CAP amounts, as shown in tables C and D below, and (3) adding the pension component of CAP amounts (i.e., service costs and prior service costs for the applicable year), which, for the PEO, were $270,911 for 2024, $274,579 for 2023, $465,238 for 2022, $477,973 for 2021, and $422,757 for 2020, and for

non-PEO

NEOs, averaged $79,538 for 2024, $77,191 for 2023, $130,323 for 2022, $133,038 for 2021, and $101,308 for 2020.

Mark Pearson was the PEO in 2020, 2021, 2022, 2023 and 2024. 2022, 2023 and 2024

non-PEO

NEOs include Robin Raju, Jeff Hurd, Nick Lane and Seth Bernstein. 2021

non-PEO

NEOs include Anders Malmstrom (departed March 31, 2021), Robin Raju (promoted April 1, 2021), Jeff Hurd, Nick Lane and Seth Bernstein. 2020

non-PEO

NEOs include Anders Malmstrom, Jeff Hurd, Nick Lane and Seth Bernstein.

PEO SCT Total to CAP Reconciliation - Deductions - Table A

(included

SCT

Total and CAP)

Bonus Equity
Incentive
Compensation

(included in SCT

Total and CAP)

All Other
Compensation

(included

SCT

Total and CAP)

(as

shown

column

(b)

above)

Deductions from SCT Total

(deduct

change

in pension

values

reported

column

(6)

the SCT from

SCT Total)

(deduct

stock

and option

award

values

reported in

columns (3)

and

(4)

the

SCT

from

SCT

Total)

Net Income and

Non-GAAP

Operating Earnings have been restated for years ending 2021 and 2022 in accordance with the implementation of the Long Duration Targeted Improvement accounting standard, which was effective January 2023.

Average

Non-PEO

NEOs SCT Total to CAP Reconciliation – Deductions – Table B

(included

SCT

Total and CAP)

Bonus Equity
Incentive
Compensation

(included

SCT

Total and CAP)

All Other
Compensation

(included

SCT

Total and CAP)

(as

shown

column

(b)

above)

Deductions from SCT Total

(deduct change

in pension

values

reported

column

(6)

the SCT from

SCT Total)

(deduct stock

and option

award values

reported in

columns (3)

and

(4)

the

SCT

from

SCT

Total)

PEO Equity Component of CAP - Table C

Fair Value of Current
Year Equity Awards at
12/31

Change in Value of
Prior Years’ Awards
Unvested at 12/31
(b)

Change in Value of
Prior Years’ Awards
That Vested in FY
(c)

Equity Value
Included in CAP
(e) =
(a)+(b)+(c)+(d)

Non-PEO

NEOs Equity Component of CAP - Table D

Fair Value of Current
Year Equity Awards at
12/31

Change in Value of
Prior Years’ Awards
Unvested at 12/31
(b)

Change in Value of
Prior Years’ Awards
That Vested in FY
(c)

Equity Value
Included in CAP
(e) =
(a)+(b)+(c)+(d)

Mark Pearson was the PEO in 2020, 2021, 2022, 2023 and 2024. 2022, 2023 and 2024

non-PEO

NEOs include Robin Raju, Jeff Hurd, Nick Lane and Seth Bernstein. 2021

non-PEO

NEOs include Anders Malmstrom (departed March 31, 2021), Robin Raju (promoted April 1, 2021), Jeff Hurd, Nick Lane and Seth Bernstein. 2020

non-PEO

NEOs include Anders Malmstrom, Jeff Hurd, Nick Lane and Seth Bernstein.

PEO SCT Total to CAP Reconciliation - Deductions - Table A

(included

SCT

Total and CAP)

Bonus Equity
Incentive
Compensation

(included in SCT

Total and CAP)

All Other
Compensation

(included

SCT

Total and CAP)

(as

shown

column

(b)

above)

Deductions from SCT Total

(deduct

change

in pension

values

reported

column

(6)

the SCT from

SCT Total)

(deduct

stock

and option

award

values

reported in

columns (3)

and

(4)

the

SCT

from

SCT

Total)

PEO Equity Component of CAP - Table C

Fair Value of Current
Year Equity Awards at
12/31

Change in Value of
Prior Years’ Awards
Unvested at 12/31
(b)

Change in Value of
Prior Years’ Awards
That Vested in FY
(c)

Equity Value
Included in CAP
(e) =
(a)+(b)+(c)+(d)

Average

Non-PEO

NEOs SCT Total to CAP Reconciliation – Deductions – Table B

(included

SCT

Total and CAP)

Bonus Equity
Incentive
Compensation

(included

SCT

Total and CAP)

All Other
Compensation

(included

SCT

Total and CAP)

(as

shown

column

(b)

above)

Deductions from SCT Total

(deduct change

in pension

values

reported

column

(6)

the SCT from

SCT Total)

(deduct stock

and option

award values

reported in

columns (3)

and

(4)

the

SCT

from

SCT

Total)

Non-PEO

NEOs Equity Component of CAP - Table D

Fair Value of Current
Year Equity Awards at
12/31

Change in Value of
Prior Years’ Awards
Unvested at 12/31
(b)

Change in Value of
Prior Years’ Awards
That Vested in FY
(c)

Equity Value
Included in CAP
(e) =
(a)+(b)+(c)+(d)

Required Tabular Disclosure of Most Important Measures to Determine FY2024 CAP

The five items listed below represent the most important metrics we used to determine CAP for FY2024 as further described in our Compensation Discussion and Analysis (CD&A) within the sections titled “Annual Incentive Compensation” and “Long-Term Incentive Compensation.”

Most Important Performance Measures

Earnings Per Share Growth

Non-GAAP

Operating Earnings

Value of New Business