🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for United Fire Group, Inc. Think of it as the company's official "annual meeting playbook." It's sent to shareholders before the annual meeting to explain what will be voted on and provide key information about the company's leadership, pay, and plans.

👉 Why it matters: If you own stock in this company, this document tells you what your vote will decide at the upcoming meeting.

🏢 What The Company Does

In simple terms, United Fire Group (UFCS) is an insurance company. They sell property and casualty insurance policies, which means they help protect people and businesses from financial loss due to things like fires, accidents, or storms. They make money by collecting premiums and managing those funds wisely.

📅 Key Meeting Details

Date: Wednesday, May 20, 2026, at 10:00 a.m. Central Time.
Format: Virtual-only meeting via live webcast. No in-person location.
Record Date: You must have been a shareholder by March 23, 2026, to vote.
How to Attend/Login: Go to www.meetnow.global/MH7HMXN with your 15-digit control number.

🗳️ The Four Proposals You Vote On

Management recommends voting FOR all four proposals.

Proposal 1: Elect Directors. Vote to elect five directors (Class A) to serve until 2029.
Proposal 2: Ratify Auditors. Approve Ernst & Young LLP as the company's auditor for 2026.
Proposal 3: Approve Executive Pay (Advisory Vote). This is the "Say-on-Pay" vote. It's non-binding but lets shareholders signal approval or disapproval of top executives' compensation.
Proposal 4: Amend Director Stock Plan. Increase the number of shares available for director awards and extend the plan's life from 2029 to 2034.

👥 Board of Directors & Governance

The board oversees the company and represents shareholders.

Size & Independence: Currently 12 directors, but one (John-Paul Besong) is retiring per the company's age policy. After the meeting, the board will have 11 members. 10 of the 11 are independent (not employees), with only the CEO, Kevin Leidwinger, being non-independent.
Board Diversity (Post-Meeting): 4 female directors, 7 male directors. One director identifies as African American or Black.
Leadership Structure: James Noyce is the independent Chairperson. The roles of Chair and CEO are separated.
Committees: Key committees (all made of independent directors) handle specific oversight:
- Audit Committee: Oversees finances and auditors (Chair: Brenda Clancy).
- Compensation Committee: Sets executive and director pay (Chair: Scott Carlton).
- Risk Management Committee: Identifies and monitors major business risks (Chair: George Milligan).

💼 Executive Compensation Highlights

This section details how the top executives are paid, designed to align their interests with shareholders.

Named Executive Officers (NEOs):
- Kevin J. Leidwinger (President & CEO)
- Randy A. Ramlo (Former CEO, retired Dec 2023)
- Sarah E. Madsen (SVP, Chief Legal Officer & Corp. Secretary)
- Kelly L. Graves (EVP & CFO)
- Nicholas R. O'Connor (SVP, Chief Investment Officer)
Pay Components:
1. Base Salary: Fixed annual cash payment.
2. Annual Incentive Plan (AIP): Short-term cash bonus based on achieving company financial goals (like profitability).
3. Long-Term Incentive Plan (LTIP): Equity awards (stock) that vest over several years, tying pay to long-term stock performance.
CEO Pay Example (Kevin Leidwinger): In 2025, his total compensation was $6.2 million. The largest portion ($4.1 million) was his LTIP award, which is stock-based and vests over future years.

📊 Equity Awards & Stock Ownership

This shows the stock-related pay executives hold, which is a major part of their potential wealth.

Outstanding Awards: The table lists stock options and unvested stock awards held by each NEO at the end of 2025. For example, CEO Kevin Leidwinger had 106,474 unvested stock awards.
Directors' Pay: Non-employee directors receive an annual retainer (e.g., $65,000 for the Chair) and equity grants. The proposed plan amendment (Proposal 4) would allow for more grants.

🔮 What's Next

Strategic Direction: The company will continue focusing on its insurance business, investment returns, and managing risks like catastrophes and cybersecurity.
ESG Initiatives: Highlights include maintaining a "Platinum" WELL building certification, reducing its real estate footprint and fleet emissions, and adopting an AI Acceptable Use Policy.
Governance Refreshment: With Director Besong retiring, the board is undergoing a planned refreshment under its mandatory retirement policy.

⚖️ Big Picture

👍 Strengths:

Strong governance: Independent board chair, majority-independent board, robust committee structure.
Clear alignment of pay with performance (especially through long-term stock awards).
Proactive risk oversight (including cybersecurity and AI) and ESG programs.

⚠️ Risks & Considerations:

As an insurer, the company is exposed to large, unpredictable events like natural disasters ("catastrophes") that can impact profits.
The effectiveness of the compensation "pay-for-performance" model is always under shareholder scrutiny (hence the Say-on-Pay vote).
Integrating new technologies like AI brings both opportunity and new operational risks.

🧠 The Analogy

Think of this proxy statement as a homeowner's association (HOA) annual report. The Board of Directors is like the HOA board, elected by the homeowners (shareholders) to manage the community (the company). This report shows you who's running, how the managers (executives) are being incentivized, what the major projects and fees (auditors, stock plans) are, and gives you a peek at the community's health and future plans. Your vote is your voice in how the HOA is run.

🧩 Final Takeaway

This proxy details United Fire Group's annual shareholder meeting, where you'll vote to elect directors, approve auditors, comment on executive pay, and expand the director stock plan. The company emphasizes strong, independent governance and links executive pay tightly to long-term company performance. Your vote influences the board's direction and oversight.

UNITED FIRE GROUP INC — DEF 14A Filing