Barry C. Huber

About Barry C. Huber

Independent director (Class C) of Donegal Group Inc. since 2015; age 73; audit committee financial expert and current Audit Committee Chair. Huber practiced over 35 years as a certified public accountant, serving as managing partner of Trout, Ebersole & Groff, LLP from 1998–2010 before retiring in 2012 . He is nominated for re‑election to a term expiring in 2028 at the April 17, 2025 annual meeting .

Past Roles

External Roles

Board Governance

• Independence and leadership
  • Audit Committee: Chair; members satisfy SEC/PHCA independence; Huber designated a financial expert alongside Hess and Szady .
  • Special Committee: Member (committee of directors not serving on Donegal Mutual’s board), focused on proposals affecting non‑Donegal Mutual stockholders .
  • Coordinating Committee: DGICA representative during 2024 (oversees fairness of inter‑company arrangements with controlling shareholder, Donegal Mutual) .
• Attendance and engagement
  • 2024 committee meetings held: Audit (8), Executive (12), Nominating (2), Compensation (3) .
  • Huber attended 8 of 8 Audit Committee meetings in 2024; all directors attended at least 75% of board/committee meetings; all directors attended the 2024 annual meeting .
• Structural considerations
  • Controlled company under NASDAQ rules (Donegal Mutual controls ~70% voting power); majority‑independent board not required .
  • No separate Lead Independent Director; combined Chair/CEO at DGICA (separate Chair at Donegal Mutual) .

Fixed Compensation

• Director pay structure (2024)
  • Annual retainer: $97,735 ($90,000 cash + 500 Class A shares on first business day of 2025 valued at $7,735 based on 12/31/2024 close) .
  • Meeting fees: $750 per Audit Committee meeting; $500 per Coordinating/Nominating/Special Committee; $300 per Compensation/Executive Committee; $500 per board meeting over five per year .
• Mr. Huber – FY2024 paid
  • Fees earned/paid in cash: $98,400; Stock awards: $6,995; Option awards (grant-date value): $6,345; Total: $111,740 .

Performance Compensation

• Equity design and vesting
  • Annual restricted stock grant: 500 Class A shares to each director (first business day each year) .
  • Annual stock option grant: 4,500 options per director on 12/19/2024; exercise price $15.76; five‑year term; vests in three equal annual cumulative installments starting 7/1/2025 .
• Mr. Huber – equity detail (as of/for FY2024)
  • Restricted stock (awarded for 2024 service): 500 shares; reported value $6,995 .
  • Options granted 12/19/2024: 4,500 @ $15.76; expire 12/19/2029; vests 1/3 per year starting 7/1/2025 .
  • Outstanding equity at 12/31/2024 (board table): Options exercisable/unexercisable and RSUs summarized below .

Other Directorships & Interlocks

• Not a director of Donegal Mutual; serves on DGICA’s Special Committee designed to represent non‑Donegal Mutual stockholders’ perspective .
• No other current public company boards disclosed for Mr. Huber in the 2024–2025 DGICA proxies .

Expertise & Qualifications

• Audit/financial expertise: Designated audit committee financial expert; extensive public accounting leadership (managing partner; >35‑year CPA) .
• Risk oversight: Audit Committee oversight of enterprise and cybersecurity risk; committee reviewed KPMG independence and recommended inclusion of 2024 audited financials in Form 10‑K .

Equity Ownership

• Beneficial ownership (3/3/2025): 28,867 Class A shares; less than 1% of Class A; no Class B disclosed .
• Options currently exercisable per proxy footnote: 13,500 Class A options for each director except specified exceptions (Huber included) .
• Outstanding director equity at 12/31/2024 (see table above); unvested 500 restricted shares valued at $7,735 .
• Hedging/pledging: Company has not adopted a policy restricting hedging/offset transactions by directors and employees; no pledging disclosures specific to Mr. Huber .

Compensation Structure Analysis

• Mix assessment: Minor increase in cash (+$1.9k) and stable equity cadence; options remain primary at‑risk component for directors with three‑year vesting; no director performance‑metric PSUs/bonuses disclosed .

Related-Party Transactions & Conflicts

• Structural exposure: Donegal Mutual controls ~70% of DGICA voting power and engages in extensive inter‑company pooling, reinsurance and services arrangements .
• Oversight mechanisms:
  • Coordinating Committee (includes Huber in 2024) annually reviews and must find inter‑company agreements fair and equitable to DGICA stockholders and Donegal Mutual policyholders; approved 2025 terms with non‑material adjustments .
  • Audit Committee annually reviews related‑person transactions other than those subject to Coordinating Committee oversight .
• No material proceedings involving directors; Section 16 compliance noted (one late Form 4 by Donegal Mutual; none cited for Huber) .

Governance Assessment

• Positives

  • Audit Committee Chair with deep accounting credentials; designated financial expert; full Audit Committee attendance (8/8 in 2024) supports effective oversight of financial reporting and risk .
  • Special Committee service (no Donegal Mutual directors) provides a forum for non‑controlling stockholders; Coordinating Committee role indicates active oversight of related‑party arrangements .
  • Transparent director pay; modest year‑over‑year changes; equity vests over three years, aligning with longer horizons .

• Watch items / red flags

  • Controlled company with no Lead Independent Director; combined Chair/CEO at DGICA may constrain independent counterbalance (mitigated in part by independent audit chair and PHCA‑compliant committees) .
  • Company has not adopted anti‑hedging policy for directors/employees; absence can be viewed as alignment risk relative to best practices .
  • Significant related‑party transactions with controlling shareholder require continued rigorous Coordinating Committee scrutiny; Huber’s role on that committee heightens responsibility to ensure fairness to public stockholders .

• Overall view: Huber’s audit leadership, financial expertise, and attendance underpin board effectiveness. Structural governance risks inherent in a controlled company and lack of explicit anti‑hedging policy warrant ongoing investor monitoring, but formal oversight constructs (Audit, Special, Coordinating Committees) are in place and active during the period reviewed .