Dennis J. Bixenman
About Dennis J. Bixenman
Independent Class B director of Donegal Group Inc. since 2018; age 78; certified public accountant with extensive audit and financial statement preparation experience; previously vice president and senior consultant at Williams & Company Consulting until retirement in 2012; also served on Donegal Mutual’s board since 2006 and chaired its compensation committee until February 2025 . He is deemed independent (all directors except the CEO are independent), attended ≥75% of board/committee meetings in 2024, and attended the 2024 annual meeting . Beneficial ownership is 21,655 Class A shares (<1%); options outstanding and annual director equity grants provide additional alignment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Williams & Company Consulting, Inc. | Vice President & Senior Consultant | Until retirement in 2012 | CPA-led audit/financial reporting expertise leveraged for governance |
| Certified Public Accountant | CPA | Ongoing credential | Deep financial and audit background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donegal Mutual Insurance Company | Director | Since 2006 | Chaired Donegal Mutual Compensation Committee until retirement Feb 2025; extensive board service |
Board Governance
- Committee assignments: Did not serve on any DGICA board committees in 2024 (served on committees at Donegal Mutual) .
- Independence: DGICA is a “controlled company”; nevertheless, all directors except the CEO are independent under NASDAQ rules; Bixenman is independent .
- Attendance and engagement: Each director attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Board structure: DGICA combines Chair/CEO roles; no lead independent director; independent directors have direct access to management; board periodically reviews structure .
- Special committee oversight: Special committee (comprised only of directors who are not Donegal Mutual directors) reviews stockholder proposals; Bixenman is not a member .
Fixed Compensation
| Component | Detail | Amount/Terms | Year |
|---|---|---|---|
| Annual Retainer (Cash) | Base cash retainer | $90,000 | 2024 program |
| Meeting Fees | Board meetings >5/year | $500 per additional board meeting | 2024 program |
| Committee Meeting Fees | Compensation/Executive | $300 per meeting | 2024 program |
| Committee Meeting Fees | Coordinating/Nominating/Special | $500 per meeting | 2024 program |
| Committee Meeting Fees | Audit | $750 per meeting | 2024 program |
| Fees Earned (Individual) | Bixenman total cash fees | $101,700 | 2024 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value / Strike | Vesting / Expiration | Year |
|---|---|---|---|---|---|
| Restricted Stock (RS) | Jan 2024 | 500 Class A shares | $6,995 value | Standard annual director award | 2024 |
| Restricted Stock (RS) | Jan 2025 (program spec) | 500 Class A shares | $7,735 value (based on 12/31/2024 close) | Standard annual director award | 2025 program |
| Stock Options | Dec 19, 2024 | 4,500 options | $15.76 strike; $6,345 grant-date value | Vests in 3 equal annual installments starting July 1, 2025; expires Dec 19, 2029 | 2024 |
| Director Option Program | Recurring | Director options aligned with exec grants | Market-price strike; 5-year term | Three-year cumulative vesting schedule | Program terms |
Other Directorships & Interlocks
- Cross-board service: Six of 11 current DGICA directors also serve on Donegal Mutual’s board (post-2025 meeting: six of 10), including Bixenman; Donegal Mutual holds ~70% combined voting power, creating structural interlock risk .
- Controlled company: DGICA qualifies as a NASDAQ “controlled company” and is exempt from certain governance requirements (e.g., majority-independent board), increasing reliance on committee-level safeguards .
Expertise & Qualifications
- CPA with extensive audit and financial reporting experience, strengthening financial oversight capabilities .
- Long-standing insurance governance exposure via Donegal Mutual board service since 2006 .
- Not designated as DGICA Audit Committee “financial expert” (those designated are Hess, Huber, Szady) .
Equity Ownership
| Metric | Detail | Amount |
|---|---|---|
| Total Beneficial Ownership | Class A shares | 21,655 (<1%) |
| Unvested RS | RS units outstanding at 12/31/2024 | 500; $7,735 market value |
| Options – Exercisable | 14.43 strike; expires 12/17/2025 | 4,500 |
| Options – Exercisable | 14.39 strike; expires 12/16/2026 | 4,500 |
| Options – Exercisable / Unexercisable | 14.09 strike; expires 12/15/2027 | 3,000 / 1,500 |
| Options – Exercisable / Unexercisable | 13.87 strike; expires 12/21/2028 | 1,500 / 3,000 |
| Options – Unexercisable (new grant) | 15.76 strike; expires 12/19/2029 | 4,500 |
Governance Assessment
- Alignment and independence: Bixenman is independent, with strong attendance, and possesses CPA credentials that enhance board financial oversight .
- Compensation mix: 2024 director pay balances cash retainer with ongoing equity exposure (annual RS and options with multi-year vest), supporting shareholder alignment without guaranteed outcomes .
- Structural conflicts: Service on Donegal Mutual’s board (controlling shareholder) creates interlocks; DGICA’s controlled company status (exemptions from some NASDAQ governance rules) elevates reliance on committee safeguards (coordinating committee, special committee) to protect public stockholders .
- Committee engagement: Not serving on DGICA committees in 2024 may limit direct influence on DGICA audit/compensation/nominating agendas, though he contributed via Donegal Mutual committees (including compensation chair until Feb 2025) .
- Policies and red flags:
- Hedging policy: Company has not adopted a policy restricting hedging of DGICA stock by directors/officers—this is a potential alignment red flag relative to best practice .
- Related-party oversight: Extensive inter-company arrangements with Donegal Mutual are annually reviewed by the coordinating committee; Bixenman was not a DGI-side member of that committee in 2024, partially mitigating direct conflict exposure .
- Section 16 compliance: All directors/officers timely filed in 2024; one late Form 4 was by Donegal Mutual, not Bixenman—no personal compliance concern flagged .
Overall, Bixenman’s independence, tenure, and CPA background support board effectiveness; however, controlled-company dynamics and cross-directorships with the controlling shareholder warrant continued focus on special/coordinating committee rigor and adoption of modern anti-hedging provisions to bolster investor confidence .