🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Safety Insurance Group. It's the official invitation and instruction manual for the company's 2026 Annual Meeting of Stockholders.

👉 Why it matters: If you own shares in Safety Insurance, this document tells you what you're voting on, who is running the company, how much the bosses get paid, and how to have your say. You must review this before voting.

The meeting will be held May 13, 2026, at 10:00 AM at 20 Custom House Street, Boston, MA. You can also join by phone at (917) 722-6956 (code: 648653692). Important: To vote, you must submit your proxy before the meeting.

🏢 What The Company Does

In simple terms, Safety Insurance is a regional property and casualty insurer. They primarily sell auto and home insurance in Massachusetts, New Hampshire, and Maine.

👉 Why it matters: They are a major player in their home state, ranking as the 4th largest auto insurer and largest commercial auto insurer in Massachusetts. Their business model relies on a strong network of independent insurance agents.

🗳️ The Big Vote: What You're Deciding

Shareholders are being asked to vote on three main proposals. The Board recommends voting FOR all of them.

Elect Two Directors: John D. Farina and Thalia M. Meehan are nominated for new 3-year terms.
Ratify the Auditor: Approve Deloitte & Touche LLP as the independent accounting firm for 2026.
Approve Executive Pay: A non-binding "Say-on-Pay" vote on the compensation of the top executives.

👉 Why it matters: This is your annual check on company leadership and oversight. Voting "FOR" the Board's nominees maintains the current governance structure.

👥 Meet the Leadership: The Board & Executives

The Board has 7 members across three classes. Here are the two up for re-election and other key leaders:

John D. Farina (62): Retired PwC partner, an "Audit Committee Financial Expert." Chair of the Audit Committee.
Thalia M. Meehan (65): Lead Independent Director and former investment manager at Putnam Investments.
George M. Murphy (59): President, CEO, and Chairperson of the Board. He's been with the company for over 37 years.

👉 Why it matters: The board is composed of experienced outsiders and company insiders. They emphasize diversity (3 of 7 are women) and have a mandatory retirement age of 75.

💰 Executive Compensation: How the Bosses Are Paid

The company's philosophy is "pay for performance." A large portion of executive pay is "at risk," meaning it's tied to company performance.

2025 Performance: The company hit a 139% target payout for its annual cash bonus because it beat its profitability goal (Actual EBIT of $127.8 million vs. Target of $91.7 million).
Long-Term Incentives: Executives get stock awards. In 2025, 55% were performance-based (tied to stock return and profitability) and 45% were time-based (vest over three years).

Example 2025 Awards for CEO George Murphy:

Annual Cash Bonus: $1,476,880
Total New Stock Awards: 13,495 shares (worth ~$1.1 million at grant)

👉 Why it matters: Executive pay is heavily linked to financial results and stock performance, which aligns management's interests with yours as a shareholder. Last year, 98.1% of shareholders approved of this pay structure.

📊 Financial Snapshot (2025 Highlights)

GAAP Earnings Per Share (Diluted): $6.70
Non-GAAP Operating EPS: $5.71 (excludes certain investment gains/losses)
Combined Ratio: 99.0% (A key insurance metric; below 100% means underwriting profit)
Book Value Per Share: $60.98 (up from $55.83 in 2024)
Dividend Yield: 4.67%
Total Return Since 2002 IPO: 1,414%

🔍 Governance & Independence Highlights

Safety Insurance promotes strong corporate governance:

Independent Board: 6 of 7 directors are independent.
Independent Committees: Audit, Compensation, and Nominating/Governance committees are made up solely of independent directors.
Lead Independent Director: A formal, empowered role held by Thalia M. Meehan.
Executive Sessions: Independent directors meet without management present at every board meeting.
No Poison Pill: The company has no shareholder rights plan.

💸 Audit Oversight & Fees

Deloitte & Touche LLP is the independent auditor. Shareholders are asked to ratify their appointment for 2026.

2025 Audit Fees: $1,134,600
2025 Tax Fees: $76,500
2025 Audit-Related & Other Fees: $0

👉 Why it matters: The Audit Committee pre-approves all services to ensure auditor independence. Fees are primarily for the essential annual audit.

🧠 The Analogy

Think of this proxy statement as the annual report card and town hall agenda for Safety Insurance. You, as a shareholder (a part-owner), are being asked to grade the management team (on their pay), elect the class representatives (directors), and approve the independent inspector (the auditor) who checks their work. The document gives you all the grades and biographies you need to make an informed decision.

📇 Key Contacts & People

Investor Relations Email: [email protected]
Questions for Meeting: Email by May 8, 2026.
Proxy Materials: Available at www.proxyvote.com and http://materials.proxyvote.com/78648T.

Named Executive Officers (NEOs):

George M. Murphy, President & CEO
Christopher T. Whitford, VP, CFO & Secretary
Mary F. McConnell, VP - Underwriting
John P. Drago, VP - Marketing
Glenn R. Hiltpold, VP - Actuarial Services
Brian S. Lam, VP - Insurance Operations
Paul J. Narciso, VP - Claims
Stephen A. Varga, VP - Management Information Services

Board Nominees for Election:

John D. Farina
Thalia M. Meehan

🧩 Final Takeaway

This proxy is your guide to voting on Safety Insurance's leadership and pay. The key takeaway is that the company presents itself as a well-governed, regional insurer with a strong track record of shareholder returns and a compensation plan tightly linked to performance. Your vote approves the current path.

SAFETY INSURANCE GROUP INC — DEF 14A Filing