S. Trezevant Moore, Jr.
About S. Trezevant Moore, Jr.
Independent Class C director of Donegal Group Inc. (DGICA); age 71; first joined the Board in 2006 and is nominated for a new three-year term through 2028 . Career background spans mortgage securities, capital markets, and banking; most recently a Managing Director at Georgia Banking Company (Dec 2021–Jun 2024), with prior senior roles at Lima One Capital/MFA Financial, Promontory MortgagePath, FirstKey Mortgage (Cerberus), RBS Securities, and Freddie Mac . He is independent (other than the CEO, all DGICA directors are independent) and serves on multiple Board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgia Banking Company | Managing Director | Dec 2021 – Jun 2024 | Banking/credit markets experience |
| Lima One Capital (acquired by MFA Financial, Inc.) | Head of Capital Markets | Jun 2017 – Dec 2021 | Structured finance; acquisition by MFA Financial noted |
| Promontory MortgagePath | Managing Director | Dec 2016 – Jun 2017 | Mortgage technology/processing |
| FirstKey Mortgage (Cerberus subsidiary) | Executive Vice President | Oct 2014 – Dec 2016 | Mortgage credit/structured finance |
| RBS Securities | Managing Director (Securities Unit) | Oct 2012 – Oct 2014 | Capital markets leadership |
| Freddie Mac | Senior Vice President, Strategic Investment Group | Mar 2010 – Oct 2012 | GSE investment strategy |
External Roles
| Category | Role/Organization | Notes |
|---|---|---|
| Public company directorships | None disclosed | No other public boards listed in 2025 proxy |
| Donegal Mutual directorship | Not a director | Special Committee limits to non–Donegal Mutual directors; Moore is a member |
| Non-profit/academic/private boards | Not disclosed | No additional boards disclosed |
Board Governance
- Committees: Audit Committee member; Compensation Committee member; Special Committee member .
- Chair roles: None (Audit Chair = Huber; Compensation Chair = Hess; Special Committee Chair = Mahan) .
- Independence: Independent director; Audit Committee members meet SEC/PHCA independence; designated financial experts are Hess, Huber, Szady (Moore not designated) .
- Attendance: In 2024, attended 6 of 8 Audit meetings and 3 of 3 Compensation meetings; all directors attended ≥75% of board/committee meetings and the 2024 annual meeting .
| Committee | 2024 Meetings Held | Moore’s 2024 Attendance |
|---|---|---|
| Audit | 8 | 6 |
| Compensation | 3 | 3 |
| Special | 0 (did not meet) | Member (no meetings) |
DGICA is a NASDAQ “controlled company” (Donegal Mutual holds ~70% of combined voting power), exempt from certain NASDAQ independence requirements; nonetheless DGICA maintains PHCA-compliant independent committees .
Fixed Compensation
| Component | Amount/Structure | Instrument/Terms |
|---|---|---|
| Annual base retainer | $90,000 cash | Cash |
| Annual equity retainer | 500 Class A RSUs, valued at $7,735 on Jan 2, 2025 grant (based on 12/31/2024 close) | RSUs (deferred stock for directors) |
| Meeting fees | $750 per Audit; $300 per Compensation/Executive; $500 per Coordinating/Nominating/Special; $500 per board meeting beyond five per year | Cash |
| 2024 actual director pay | Fees $95,600; Stock awards $6,995; Option awards $6,345; Total $108,940 | Mix of cash + RSUs + options |
Performance Compensation
- Annual option grant to directors (including Moore) on Dec 19, 2024: 4,500 shares at $15.76; 5-year term; vests in three equal annual cumulative installments starting July 1, 2025 .
| Grant Date | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| Dec 19, 2024 | 4,500 | $15.76 | 1/3 annually from Jul 1, 2025 | Dec 19, 2029 |
Director equity awards are time-based; no performance metrics are tied to director compensation in the proxy .
Other Directorships & Interlocks
| Type | Connection | Governance Note |
|---|---|---|
| Donegal Mutual | Not a director | Helps mitigate interlock conflicts; Special Committee composed only of non–Donegal Mutual directors |
| Coordinating Committee | Not a member | 2024 members were Huber and King for DGICA; Brubaker and Callahan for Donegal Mutual |
Expertise & Qualifications
- Deep capital markets and mortgage securities background (Freddie Mac, RBS Securities, Cerberus/FirstKey, Promontory MortgagePath, Lima One/MFA Financial, Georgia Banking Company) .
- Audit Committee member with finance experience, though not one of the designated “financial experts” on the Audit Committee .
Equity Ownership
| Security | Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A common | 39,655 | <1% | Includes joint/spousal and currently exercisable options as applicable |
| Class B common | 1,000 | <1% | 1 vote per share; combined voting power controlled by Donegal Mutual |
| Options (as of Dec 31, 2024) | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Tranche 1 | 4,500 | — | $14.43 | Dec 17, 2025 |
| Tranche 2 | 4,500 | — | $14.39 | Dec 16, 2026 |
| Tranche 3 | 3,000 | 1,500 | $14.09 | Dec 15, 2027 |
| Tranche 4 | 1,500 | 3,000 | $13.87 | Dec 21, 2028 |
| Tranche 5 | — | 4,500 | $15.76 | Dec 19, 2029 |
| RSUs (unvested) | — | 500 | N/A | Market value $7,735 at 12/31/2024 |
Each DGICA director generally holds 13,500 currently exercisable options; Moore conforms to this pattern .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16 filings | All directors/officers timely filed in 2024; Donegal Mutual filed one late Form 4 for purchase of 9,805 Class A shares (entity-level) |
| Moore Form 4 activity | Not disclosed in proxy; no late filings attributed to Moore |
Governance Assessment
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Strengths
- Independent director with relevant finance/capital markets expertise; serves on Audit and Compensation Committees; member of Special Committee focused on non–Donegal Mutual stockholder interests .
- Good engagement: 75%+ attendance threshold met by all directors; Moore attended 6/8 Audit and 3/3 Compensation meetings; participated in annual meeting .
- Compensation aligns modestly via annual RSUs and standardized option grants; no excessive perquisites disclosed; director pay structure transparent .
-
Potential Risks and RED FLAGS
- Controlled-company structure: Donegal Mutual controls ~70% voting power, influencing director elections and governance outcomes; potential minority shareholder disenfranchisement risk .
- No explicit anti-hedging policy: Company has not adopted a practice/policy restricting hedging transactions for directors/officers, which can weaken alignment signals if hedging occurs (no hedging by Moore disclosed) .
- No disclosed director stock ownership guidelines: Proxy does not state formal ownership requirements for directors; reliance on annual RSUs and option grants for alignment .
- Audit Committee “financial expert” designation does not include Moore (though he is a member), which may modestly affect perceived committee depth depending on issue mix .
-
Conflicts/Related-Party Exposure
- Extensive related-party transactions exist between DGICA and Donegal Mutual (pooling, reinsurance, services), but oversight is through the Coordinating Committee and Audit Committee; Moore is not on the Coordinating Committee, reducing direct conflict exposure .
- No related person transactions involving Moore disclosed .
Overall, Moore’s independence, committee participation, and attendance support board effectiveness; governance risk stems more from DGICA’s controlled-company status and absence of anti-hedging restrictions than from Moore-specific conflicts .