Britta H. Schatz
About Britta H. Schatz
Independent director of Donegal Group Inc. (DGICA); age 64; elected to the DGICA board in 2024 with current Class B term expiring in 2027. Retired CIO and VP of Information Technology at Penn National Mutual Casualty Insurance Company with 20 years of executive IT leadership; brings deep cybersecurity, core systems modernization, data/analytics, and digital transformation expertise. Serves on DGICA’s Audit Committee; independence affirmed (all directors other than the CEO are independent) and directors met the 75% attendance expectation in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penn National Mutual Casualty Insurance Company | CIO; VP of Information Technology; various executive/IT roles | 20 years | Led replacement of core underwriting, claims, billing systems; drove enterprise architecture, data management, predictive analytics, cloud/digital, BI; created and oversaw cybersecurity program and regulatory certifications. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Donegal Mutual Insurance Company | Director | Since 2023 | Interlock with controlling shareholder of DGICA (Donegal Mutual holds ~70% combined voting power). |
Board Governance
- Committee assignments: Audit Committee member (added April 2024); Audit Committee members are Hess, Huber (Chair), Moore, Schatz, Szady.
- Attendance: Audit Committee held 8 meetings in 2024; Schatz attended 6 (75%). Company states each director attended ≥75% of board/committee meetings in 2024.
- Independence: DGICA is a NASDAQ “controlled company”; other than CEO Burke, all directors are independent; PHCA requires independent audit, compensation, and nominating committees, which DGICA maintains.
- Lead Independent Director: None; independent directors have direct access to management; board reviews leadership structure periodically.
- Risk oversight: Audit Committee oversees enterprise risk and cybersecurity; committee holds executive sessions with auditors; broader risk management committee reports quarterly to the board.
- Related party transactions: DGICA’s Audit Committee reviews related-person transactions except intercompany arrangements with Donegal Mutual, which are overseen by the Coordinating Committee (including annual fairness review).
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Annual Retainer (Cash) | $90,000 | Base director retainer in cash. |
| Meeting Fees (Cash) | $95,500 (fees earned in cash) | Audit Committee meetings $750 each; board meetings over five per year $500 each; compensation/executive $300; coordinating/nom./special $500. |
| Total Cash (Reported) | $95,500 | As disclosed for Schatz in 2024. |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Restricted Stock (RSU) | First business day of 2025 | 500 shares | $7,735 | — | Annual grant; standard director award | — |
| Options | 12-19-2024 | 4,500 | $6,345 | $15.76 | 3 equal annual cumulative installments starting 7-1-2025 | 12-19-2029 |
| Outstanding Prior Options | 12-21-2028 | 1,500 exercisable / 3,000 unexercisable | — | $13.87 | As scheduled | 12-21-2028 |
| Unvested RSUs (at 12-31-2024) | N/A | 500 | $7,735 | — | As scheduled | — |
Notes:
- DGICA typically grants directors options with five-year terms at prior-day closing price; vest three annual installments; directors also receive annual 500-share RSU grants.
- DGICA does not disclose performance metrics (e.g., TSR, ROE) tied specifically to director equity; awards are time-based with vesting schedules.
Other Directorships & Interlocks
| Company | Type | Relationship | Potential Conflict Consideration |
|---|---|---|---|
| Donegal Mutual Insurance Company | Mutual insurer (controller) | Schatz is a director; Donegal Mutual controls ~70% voting power in DGICA | Interlock with controlling shareholder; DGICA mitigates via PHCA-mandated independent committees and a Coordinating Committee that reviews intercompany terms annually for fairness. |
Expertise & Qualifications
- Deep insurance IT leadership: oversaw core systems replacement, enterprise architecture, data management, predictive analytics, cloud/digital, and BI at Penn National Insurance.
- Cybersecurity: created and oversaw a cybersecurity program and regulatory certifications—valuable for Audit Committee oversight of cyber risk.
- Financial expert designation: Not listed as an Audit Committee financial expert (Hess, Huber, Szady designated).
Equity Ownership
| Security | Amount Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| DGICA Class A Common | 2,500 shares | <1% | Director-level ownership below 1%; includes spousal/joint holdings. |
| DGICA Class B Common | — | — | None disclosed. |
| Options (Exercisable within 60 days of 3-3-2025) | 1,500 shares | — | Currently exercisable; additional unexercisable options outstanding per table below. |
| Options (Unexercisable at 12-31-2024) | 3,000 @ $13.87 (exp 12-21-2028); 4,500 @ $15.76 (exp 12-19-2029) | — | Vesting in scheduled annual installments. |
| Unvested RSUs | 500 shares (MV $7,735) | — | Standard director grant; market value shown as of 12-31-2024. |
Compliance/Insider reporting:
- Section 16(a): Company states all directors/officers filed timely in 2024; no delinquent reports for Schatz.
Governance Assessment
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Strengths:
- Independence and attendance: Schatz met ≥75% attendance and serves on an independent Audit Committee, adding valuable cybersecurity/technology oversight at a time of elevated cyber risk.
- Formal oversight of related-party exposure: A Coordinating Committee (with independent representation from both DGICA and Donegal Mutual) annually reviews intercompany agreements for fairness; PHCA-mandated independent committees are maintained.
- Transparent director pay structure: Clear cash retainer and modest equity alignment via RSUs/options; no director-specific perquisites disclosed.
-
Watch items / potential red flags:
- Controlled company governance: DGICA relies on NASDAQ “controlled company” exemptions; no lead independent director. This can concentrate authority and reduce external oversight; mitigated partially by PHCA requirements and independent committees.
- Interlock with controlling shareholder: Schatz also serves on Donegal Mutual’s board, creating a governance interlock; fairness process exists, but investors should monitor intercompany terms and Coordinating Committee outcomes annually.
- Hedging policy: DGICA has not adopted a policy limiting hedging/offset transactions by insiders; many investors prefer prohibitions to ensure alignment.
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Signals of engagement:
- Audit Committee participation and cyber-risk reporting cadence (quarterly) indicate ongoing oversight; Audit Committee conducts executive sessions with auditors and reviews internal controls and disclosures.
Overall, Schatz’s insurance IT and cybersecurity background strengthens Audit oversight and operational risk governance; the controlled-company structure and interlocks warrant continued monitoring of independence and related-party frameworks, but DGICA’s PHCA-compliant committees and Coordinating Committee reviews provide procedural safeguards.