Jon M. Mahan
About Jon M. Mahan
Jon M. Mahan, age 55, has served on Donegal Group Inc.’s board since 2006, currently as a Class B director with his term expiring in 2027 . He is a Managing Director in the Investment Banking Division of Stifel Nicolaus & Company, Incorporated (since 2005), specializing in corporate finance with a focus on mergers and acquisitions . He is considered independent; other than the CEO, all DGICA directors are independent under company disclosures and applicable PHCA requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stifel Nicolaus & Company, Incorporated | Managing Director, Investment Banking | Since 2005 | M&A/corporate finance expertise relevant to DGICA’s transaction analysis |
| Donegal Group Inc. | Director (Class B) | Since 2006; current term to 2027 | Service across board committees; chair roles in Nominating and Special Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stifel Nicolaus & Company, Incorporated | Managing Director, Investment Banking Division | Since 2005 | Specializes in corporate finance and M&A |
Board Governance
- Committee assignments and chair roles (2024–2025):
- Audit Committee: Member until April 2024 (attended 2 of 8 meetings while serving) .
- Compensation Committee: Member from April 2024; attended 1 of 3 meetings .
- Nominating Committee: Chairman; attended 2 of 2 meetings .
- Special Committee: Chairman; committee did not meet in 2024 .
- Independence: Other than the CEO, all directors are independent; PHCA requires committee members to be non-officers and under 10% ownership thresholds, which apply to Mahan’s committee roles .
- Attendance and engagement:
- In 2024, each director attended ≥75% of the total board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee meeting counts: Executive (12), Audit (8), Nominating (2), Compensation (3) .
- Board leadership:
- Combined Chair/CEO at DGICA; no separate lead independent director, but independent directors have direct access to management .
- DGICA is a “controlled company” under NASDAQ due to Donegal Mutual’s majority voting control, with PHCA-governed independent committees maintained .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $93,300 | Base director retainer structure: $90,000 cash plus 500 restricted Class A shares; additional per-meeting fees by committee type |
| Annual Restricted Stock Award (2024) | $6,995 | 500 Class A shares granted first business day of 2025; value based on 12/31/2024 closing price |
| Total Director Compensation (2024) | $106,640 | Sum of cash, stock award, and option fair value |
- Director retainer and meeting fee schedule:
- Base retainer: $90,000 cash + 500 restricted Class A shares (estimated $7,735 on first business day of 2025 based on 12/31/2024 price) .
- Additional per-meeting retainers: Board meetings beyond five ($500), Compensation/Executive Committee ($300), Nominating/Coordinating/Special ($500), Audit ($750) .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair Value | Strike | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Non-qualified Stock Options | 12/19/2024 | 4,500 | $6,345 | $15.76 | Vests in three equal annual cumulative installments beginning 7/1/2025 | 12/19/2029 |
| Annual Restricted Stock Award | 1st business day of 2025 | 500 shares | $7,735 (based on 12/31/2024 close) | N/A | Standard director award; unvested balance shown at year-end | N/A |
- Notes: DGICA does not disclose performance metrics (TSR/ROE/ESG) tied to director pay; director equity is structured as standard annual RS shares and periodic stock options with time-based vesting .
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlocks |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed in proxy |
- Not a director of Donegal Mutual; chairs the Special Committee focused on interests of shareholders other than Donegal Mutual (mitigates controlled-company conflict risk) .
Expertise & Qualifications
- Core expertise: Corporate finance, mergers and acquisitions; contributes to analysis of acquisition opportunities for DGICA .
- Committee leadership: Chair of Nominating and Special Committee, indicating governance responsibilities and shareholder-focus for non-controlled shareholders .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership – Class A | 22,988 shares (<1%) | Includes shares held directly/indirectly and options exercisable within 60 days |
| Beneficial Ownership – Class B | Not disclosed as owned | — |
| 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 | Director has 13,500 currently exercisable options (consistent with proxy’s general director option disclosure, excluding noted exceptions) |
| 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 | Vests per standard 3-year schedule |
| Unvested Restricted Stock | 500 shares; market value $7,735 at 12/31/2024 | Annual grant policy |
| Pledging/Hedging | No specific pledging disclosed; company has not adopted a hedging policy regarding directors’ ability to hedge company stock |
Governance Assessment
-
Strengths
- Independent director with deep M&A and corporate finance experience; chairs Nominating and Special Committee, supporting board refreshment and representation of non-controlled shareholders .
- Documented committee attendance and overall director attendance ≥75%; full board attendance at annual meeting indicates engagement .
- Transparent, formulaic director pay program with modest equity; annual restricted stock and periodic options with time-based vesting, avoiding discretionary or complex performance metrics for directors .
- DGICA maintains PHCA-compliant independent committees despite controlled-company status under NASDAQ .
-
Potential risks or conflicts
- Controlled-company structure: Donegal Mutual holds ~70% combined voting power; governance relies on PHCA committees and a Special Committee (chaired by Mahan) to review matters affecting non-controlled holders .
- Investment banking role: As a Stifel Managing Director, potential related-party exposure could arise if Stifel provides services to DGICA or affiliates; no such transactions disclosed in related party section .
- No explicit director stock ownership guidelines disclosed; limited alignment information beyond standard director equity grants .
-
Shareholder voting signals (2025 annual meeting)
- Election results: Huber (For 6,949,555; Withheld 676,020; Broker non-votes 294,440) and Moore (For 6,708,861; Withheld 916,714; Broker non-votes 294,440) were elected; no other nominations .
- Auditor ratification: For 7,855,170; Against 62,983; Abstain 1,862 .
- No say-on-pay proposal in 2025; agenda limited to director elections and auditor ratification .
Appendix: Committee Attendance Detail (2024)
| Committee | Meetings Held | Mahan Meetings Attended |
|---|---|---|
| Audit | 8 | 2 (served until April 2024) |
| Nominating | 2 | 2 |
| Compensation | 3 | 1 |
| Special | 0 (no meetings) | N/A |
Company-wide note: All directors attended ≥75% of board and applicable committee meetings; all attended the 2024 annual meeting .
Director Compensation Components (Policy Reference)
| Item | Amount | Notes |
|---|---|---|
| Base retainer (cash) | $90,000 | Annual cash retainer |
| Annual restricted stock award | 500 shares; est. $7,735 at grant | Granted first business day each year; value based on prior year-end close |
| Per-meeting fees | $300–$750 depending on committee | Audit ($750), Compensation/Executive ($300), Nominating/Coordinating/Special ($500) |
| Director options (periodic) | 4,500 shares @ market; 5-year term; 3-year vest | Latest grant 12/19/2024 at $15.76 strike; fair value $6,345 |
Notes on Related Parties and Risk Controls
- Related-person transaction oversight: Audit Committee reviews related party transactions >$120,000 except those governed by the Coordinating Committee (DGICA–Donegal Mutual agreements) .
- No material legal proceedings involving directors as of March 17, 2025 .
- Section 16(a) compliance: Directors filed timely reports in 2024; one late Form 4 by Donegal Mutual noted (not a DGICA director issue) .