David C. King
About David C. King
David C. King, age 61, is an independent Class A director of Donegal Group Inc. (DGICA), serving since 2020 with his current term expiring in 2026 . He is President and Chief Executive Officer of Horst Insurance (since 2005), and Corporate Risk Manager and director of Horst Group, Inc. (since 2005), bringing an insurance agency perspective and business leadership experience to the board . DGICA states that, other than the CEO-Chairman, all directors are independent and each director attended at least 75% of board and committee meetings in 2024; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horst Insurance | President & CEO | 2005–present | Leads independent insurance agency; provides agent perspective to DGICA board |
| Horst Insurance | Various leadership positions | 1995–2005 | Progressive leadership experience prior to CEO role |
| Horst Group, Inc. | Corporate Risk Manager; Director | 2005–present | Risk oversight at parent company of Horst Insurance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horst Group, Inc. | Board of Directors | 2005–present | Corporate risk management responsibilities |
| Various insurance companies (agency advisory boards) | Advisory board representative | Not disclosed | Industry engagement; advisory input to multiple insurers |
Board Governance
- Independence: DGICA states all directors other than the CEO-Chairman are independent; no lead independent director is designated .
- Attendance: Each director attended 75%+ of board/committee meetings in 2024; all attended the 2024 annual meeting .
- Board leadership: Chairman and CEO roles combined at DGICA; Donegal Mutual (majority owner) separates these roles .
- Donegal Mutual control: Donegal Mutual held ~70% of aggregate voting power as of March 3, 2025 .
| Committee | King’s Role | 2024 Meetings | Notes |
|---|---|---|---|
| Special Committee | Member | 0 | Reviews stockholder proposals; members do not serve on Donegal Mutual board |
| Coordinating Committee | Member (from April 2024) | Annual review; met Jan 30, 2025 | Reviews fairness of intercompany agreements between DGICA and Donegal Mutual; 2025 terms approved as fair to both parties |
| Audit | Not a member | 8 | Audit Committee membership listed; King not included |
| Compensation | Not a member | 3 | Compensation Committee membership listed; King not included |
| Nominating | Not a member | 2 | Nominating Committee membership listed; King not included |
| Executive | Not a member | 12 | Executive Committee membership listed; King not included |
Fixed Compensation
| Component | 2024 Actual (King) | Structure/Rate | Notes |
|---|---|---|---|
| Fees Earned (Cash) | $91,000 | Base annual retainer $90,000 cash for 2025 | Additional meeting fees apply by committee |
| Restricted Stock (Annual) | $6,995 grant value | 500 Class A shares granted first business day each year; 2025 estimated $7,735 based on 12/31/2024 price | Annual award to each director under director equity plan |
| Meeting Fees | — | Board meeting beyond 5 per year: $500; Comp/Exec: $300; Coordinating/Nominating/Special: $500; Audit: $750 | Paid per meeting attended |
Performance Compensation
| Equity Award | Grant Date | Quantity | Exercise/Strike | Vesting | Expiration | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Non-qualified Stock Options | 12/19/2024 | 4,500 | $15.76/share | Vests in 3 equal annual cumulative installments commencing 7/1/2025 | 12/19/2029 | $6,345 |
| Restricted Stock (Annual) | 2024 | 500 shares | N/A | Plan award; typical director annual grant | N/A | $6,995 value (2024) |
Other Directorships & Interlocks
| Category | Company | Role | Status |
|---|---|---|---|
| Public company boards | — | — | None disclosed |
| Private company boards | Horst Group, Inc. | Director | Current |
| Donegal Mutual board | Donegal Mutual | Director | Not a member; Special Committee members (incl. King) do not serve on Donegal Mutual board |
Expertise & Qualifications
- Insurance agency leadership and business experience (President & CEO of Horst Insurance) .
- Risk management expertise (Corporate Risk Manager for Horst Group) .
- Industry engagement via agency advisory boards and association participation .
- Board tenure and class details: Class A director since 2020; term expires 2026; age 61 .
Equity Ownership
| Security | Amount | Status/Detail | Percent of Class |
|---|---|---|---|
| Class A Common Stock (beneficially owned) | 16,000 shares | Includes shares per SEC definition (may include spousal/joint and options exercisable within 60 days) | <1% (unless otherwise indicated; none indicated for King) |
| Options (exercisable) | 4,500 @ $14.43 exp 12/17/2025; 4,500 @ $14.39 exp 12/16/2026; 3,000 @ $14.09 exp 12/15/2027; 1,500 @ $13.87 exp 12/21/2028 | Currently exercisable tranches total 13,500 shares | N/A |
| Options (unexercisable) | 1,500 @ $14.09 exp 12/15/2027; 3,000 @ $13.87 exp 12/21/2028; 4,500 @ $15.76 exp 12/19/2029 | Subject to stated vesting schedule | N/A |
| Restricted Stock (not vested) | 500 shares; market value $7,735 | Director annual award; value based on 12/31/2024 closing price | N/A |
Governance Assessment
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Strengths
- Independent director with deep insurance distribution and risk expertise; enhances board’s industry perspective .
- Membership on Special Committee (focused on non-Donegal Mutual stockholder perspectives) supports outside shareholder considerations, though the committee did not meet in 2024 .
- Coordinating Committee role provides direct oversight on fairness of intercompany agreements with Donegal Mutual; the committee unanimously determined 2025 terms were fair to both DGICA stockholders and Donegal Mutual policyholders .
-
Concerns and RED FLAGS
- No lead independent director designated, which can be viewed as a governance weakness, particularly with combined Chair/CEO at DGICA .
- Donegal Mutual’s ~70% voting control materially limits outside investor influence and effectively determines director elections and auditor ratification outcomes .
- Special Committee did not meet in 2024, potentially limiting formal engagement on outside stockholder matters in that period .
- Potential conflict sensitivity: King is CEO of an independent insurance agency; while no related-person transactions involving King are disclosed and DGICA maintains a related-person transaction policy overseen by the Audit Committee (excluding intercompany agreements reviewed by the Coordinating Committee) , investors may scrutinize any undisclosed commercial ties with DGICA or Donegal Mutual. No such transactions are disclosed in the proxy sections reviewed .
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Director Pay & Alignment
- Compensation mix combines cash retainer plus annual restricted stock (500 shares) and periodic options; King’s 2024 director compensation totaled $104,340 (cash $91,000; stock $6,995; options fair value $6,345) .
- Equity alignment via options and annual restricted stock; beneficial ownership reported at 16,000 Class A shares and <1% of class; options outstanding with staged vesting and standard five-year terms; no pledging or hedging disclosures identified in reviewed sections .
-
Compensation Committee Integrity
- No interlocks or insider participation on DGICA’s Compensation Committee; committee meets jointly at times with Donegal Mutual’s Compensation Committee but decisions for DGICA compensation are made by DGICA’s committee .
Overall, King appears independent and engaged through committee roles relevant to intercompany governance and outside shareholder perspectives, with standard director compensation and equity alignment. The overarching governance risks stem from the combined Chair/CEO structure and Donegal Mutual’s controlling vote, which reduce external investor influence despite the presence of mechanisms like the Coordinating and Special Committees .