Brenda Clancy
About Brenda K. Clancy
Independent director of United Fire Group, Inc. since 2016; age 70 as of April 8, 2025. Former Global Chief Technology Officer at AEGON N.V. (2013–2016) and President/COO roles at Transamerica Life Insurance Company, with 40 years of insurance industry leadership; designated audit committee financial expert. Tenure on UFCS board includes chairing the Audit Committee and serving on the Compensation and Executive Committees; board independence affirmed (10 of 11 directors independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AEGON N.V. | Global Chief Technology Officer | 2013–2016 | Led global technology strategy and integration for multinational insurer |
| Transamerica Life Insurance Company | President | 2008–2016 | Senior leadership; acquisitions, strategy development, business integration |
| Transamerica Life Insurance Company | Executive Vice President & Chief Operating Officer | 2004–2008 | Operations leadership in life insurance |
| Life Investors Insurance Co. of America | Senior VP, Information & Finance; Treasurer | 1997–2004 | Finance/IT leadership; treasury responsibility |
| Life Investors Insurance Co. of America | Vice President & Controller | 1992–1997 | Financial reporting and controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UnityPoint Health | Director | Through Dec 31, 2022 | Nonprofit healthcare board service (ended 2022) |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee Financial Expert; member, Compensation and Human Capital Committee; member, Executive Committee .
- Independence: Board determined 10 of 11 directors are independent under Nasdaq rules; CEO is the only non-independent director .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings; directors attend annual meetings (all did in 2024) .
- Executive sessions: Independent directors held four executive sessions in 2024, presided over by the independent Chairperson .
- Stock ownership guidelines: All directors must own stock; 100 shares upon joining and at least 5,000 within five years; all current directors comply .
- Policies reinforcing governance: Anti-hedging/anti-pledging (no hedging; no margin or pledging for directors/officers) and updated Clawback Policy for executives effective Aug 18, 2023 .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Base Annual Retainer (Director) | 80,000 | Standard for all non-employee directors |
| Additional Annual Retainer – Audit Committee Chair | 20,000 | As Audit Chair |
| Additional Annual Retainer – Compensation Committee Member | 5,000 | Committee membership |
| Additional Annual Retainer – Executive Committee Member | 4,000 | Committee membership |
| Cash Fees Earned (Clancy) | 114,000 | Actual 2024 cash compensation |
| Meeting fees | None | UFCS no longer pays meeting fees; use retainers |
Non-employee director fee schedule for 2024 also includes: Chairperson $50,000; Vice Chairperson $20,000; other committee chairs $10,000; members of Audit/Comp $5,000; members of Executive/Nominating/Investment/Risk $4,000 .
Performance Compensation
| Component | Grant | Shares/Units | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Director annual grant) | 2024 | 3,219 | 73,837 | One-year vest (scheduled to vest May 15, 2025) | Not applicable; director awards are time-based |
| RSUs (Director annual grant) | 2023 | 3,138 | — | One-year vest | Not applicable; director awards are time-based |
Note: UFCS director equity grants are time-vested RSUs without performance metrics; the company eliminated meeting fees and emphasizes retainers plus annual equity grants to align director interests with shareholders .
Other Directorships & Interlocks
| Person | External Public Boards | Roles/Committees | Interlocks/Conflicts |
|---|---|---|---|
| Brenda K. Clancy | None disclosed | — | No related party transactions reported since 2024; no pledging; independence affirmed |
Expertise & Qualifications
- Audit committee financial expert (Reg S-K Item 407(d)(5)); extensive finance, operations, and technology leadership across life insurance and asset management; experience in acquisitions, strategy, and integration .
- Skills matrix reflects strengths in Senior Administration, Business Operations, Corporate Governance, Finance & Capital, Risk Management, Technology & Systems .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 16,089 | As of March 24, 2025; less than 1% |
| Shares Outstanding | 25,393,131 | As of record date March 24, 2025 |
| Ownership % of Outstanding | ~0.063% | Computed from 16,089 / 25,393,131 |
| RSUs Outstanding (Dec 31, 2024) | 3,219 | Director grant; scheduled to vest May 15, 2025 |
| Shares pledged as collateral | None | Footnote indicates none of disclosed shares are pledged |
| Director ownership guideline | ≥5,000 shares within 5 years | All directors in compliance |
Insider trades (Form 4/5)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-23 | 2025-05-21 | Award (RSUs) | 3,420 | 27.78 | 20,057.5338 | https://www.sec.gov/Archives/edgar/data/101199/000156218025004110/0001562180-25-004110-index.htm |
| 2025-03-26 | 2025-03-24 | Small adjustment | 0.0028 | 29.07 | 16,637.5338 | https://www.sec.gov/Archives/edgar/data/101199/000156218025002752/0001562180-25-002752-index.htm |
| 2024-09-18 | 2024-09-16 | Small adjustment | 0.0039 | 20.3374 | 16,637.5284 | https://www.sec.gov/Archives/edgar/data/101199/000156218024006856/0001562180-24-006856-index.htm |
| 2024-05-17 | 2024-05-15 | Award (RSUs) | 3,219 | 23.30 | 16,637.5245 | https://www.sec.gov/Archives/edgar/data/101199/000156218024004142/0001562180-24-004142-index.htm |
| 2023-05-18 | 2023-05-17 | Award (RSUs) | 3,138 | 23.90 | 13,418.5245 | https://www.sec.gov/Archives/edgar/data/101199/000156218023004239/0001562180-23-004239-index.htm |
| 2025-01-31 | 2024-12-31 | Annual Form 5 | — | — | — | https://www.sec.gov/Archives/edgar/data/101199/000156218025000726/0001562180-25-000726-index.htm |
Governance Assessment
- Strengths: Independent Audit Chair with audit expert designation; robust anti-hedging/anti-pledging policy; director stock ownership requirements and compliance; regular executive sessions; high shareholder support on Say-on-Pay (97% in 2024; five-year average ~98%) indicating alignment of pay structures with performance .
- Engagement: Committee workloads are substantive (Audit met four times in 2024; Compensation met six; Nominating/Governance met five; Risk and Investment each met four; Executive met four), with all directors meeting attendance minimums .
- Compensation alignment: Director pay mix balances fixed cash retainers with annual time-vested RSUs ($73,837 grant-date value and 3,219 RSUs in 2024), reinforcing shareholder alignment; absence of meeting fees reduces potential pay inflation .
- Conflicts/Red Flags: No related person transactions since 2024; no pledging; no disclosed legal proceedings; board led by independent Chairperson; overall low governance risk indicators specific to Clancy .