Gilda Spencer
About Gilda Spencer
Independent director appointed to United Fire Group, Inc. (UFG; Nasdaq: UFCS) effective August 15, 2025; serves on the Board’s Risk Management Committee and Compensation & Human Capital Committee. Spencer is an experienced insurance attorney and former senior legal executive (Allstate SVP, Deputy General Counsel of Dispute Resolution Services; Nationwide VP, Chief Litigation Counsel) and an adjunct professor at Loyola University Chicago School of Law. Education: B.A. in Political Science (The Ohio State University) and J.D. (University of San Diego School of Law). Initial beneficial ownership filed via Form 3 shows 100 UFG common shares; she will stand for election at the 2026 Annual Meeting (May 20, 2026) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allstate | Senior Vice President, Deputy General Counsel of Dispute Resolution Services | 2012–2021 | Led dispute resolution legal function; managed ~60 associates; oversaw litigation portfolio |
| Nationwide Mutual Insurance Company | Vice President, Chief Litigation Counsel | 2001–2012 | Led litigation strategy and oversight across insurance lines |
| U.S. Attorney’s Office, Southern District of Ohio | Assistant United States Attorney | Pre‑2001 | Federal prosecution experience; courtroom and regulatory exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Loyola University Chicago School of Law | Adjunct Professor | Current (as of Aug 18, 2025) | Legal education and mentoring; governance/ethics exposure |
Board Governance
- Committee assignments: Member, Risk Management Committee; Member, Compensation & Human Capital Committee; not disclosed as a chair .
- Independence: Appointed as an independent Class A director; no related person transactions; entitled to standard non‑employee director compensation .
- Election/tenure: Appointed Aug 15, 2025; stands for election at the May 20, 2026 Annual Meeting .
- Board process quality signals: Board conducts annual effectiveness assessments; independent directors meet in executive session; six standing committees with defined charters; directors subject to anti‑hedging/anti‑pledging and clawback policies .
Fixed Compensation
| Component | Amount ($) | Details |
|---|---|---|
| Base annual retainer (all non‑employee directors) | 80,000 | Paid quarterly |
| Additional annual retainer – Compensation Committee member | 5,000 | Applies to Compensation & Human Capital Committee members |
| Additional annual retainer – Risk Management Committee member | 4,000 | Applies to Risk Management Committee members |
| Committee chair retainers (reference) | 12,500 (Comp Chair); 10,000 (Risk Chair) | Not applicable to Spencer unless appointed chair |
| Annual equity grant (RSUs) | 75,000 | Standard grant to non‑employee directors; 3,219 RSUs in May 2024; RSUs vest one year after grant |
| Expense reimbursement | As incurred | Travel and service‑related expenses reimbursed |
Note: The 8‑K states Spencer will receive “standard compensation” per the April 8, 2025 proxy; any pro‑rata grants or timing specifics for her August 2025 appointment were not disclosed .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Director performance‑based pay | None | UFG non‑employee director equity grants are time‑based RSUs (one‑year vesting); no director options outstanding post‑2013; no performance metrics tied to director pay |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Status |
|---|---|---|---|
| Public company boards | — | None disclosed | No other public company directorships disclosed |
| Allstate (prior employer) | Insurance carrier (competitor) | SVP/Deputy GC (past) | Past employment; no current transactions; independence affirmed |
| Nationwide (prior employer) | Insurance carrier (competitor) | VP/Chief Litigation Counsel (past) | Past employment; no current transactions; independence affirmed |
Related‑party transactions: None involving Spencer and UFG reportable under Item 404(a); company reported no related‑person transactions since the beginning of 2024 .
Expertise & Qualifications
- Insurance litigation leadership across major carriers (Allstate, Nationwide) and regulatory perspective from AUSA service .
- Risk oversight alignment: appointment to Risk Management Committee leverages dispute resolution, claims, and operational risk insights .
- Human capital and governance exposure through Compensation & Human Capital Committee membership; academic governance via adjunct professorship .
- Education: Ohio State (B.A., Political Science); University of San Diego (J.D.; BLSA president) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Common shares beneficially owned | 100 | As of Form 3 filed for appointment; direct ownership |
| % of shares outstanding | ~0.0004% | Based on 25,393,131 shares outstanding as of Mar 24, 2025 (record date); 100 ÷ 25,393,131 |
| Derivative securities | None | No options/derivatives listed on Form 3 |
| Shares pledged/hedged | Prohibited | Company anti‑hedging/anti‑pledging policy for directors |
| Stock ownership guidelines | ≥100 shares at joining; ≥5,000 shares within 5 years of first election | Directors must hold 100 shares upon joining and reach 5,000 shares within 5 years of first election; Spencer currently meets the 100‑share minimum |
Insider Trades
| Date | Form | Security | Quantity | Notes |
|---|---|---|---|---|
| 08/15/2025 (event); filed 08/27/2025 | Form 3 | Common Stock | 100 | Initial statement; filed by Sarah Madsen as attorney‑in‑fact |
Governance Assessment
- Positive signals: Independent appointment with no related‑party ties; committee placements match legal/risk expertise; strong board processes (annual effectiveness surveys, executive sessions); robust policies (clawback, anti‑hedging/pledging) bolster investor alignment .
- Alignment and compensation: Standard, primarily fixed cash plus time‑based RSUs; no performance‑linked director pay mitigates incentive misalignment risk; equity ownership guidelines require gradual build‑up to 5,000 shares for stronger skin‑in‑the‑game .
- Potential red flags: Initial stake (100 shares) is modest relative to the 5,000‑share guideline; however, she is within the grace period prior to first election and the five‑year compliance window . No interlocks or related‑party transactions identified .
- Shareholder sentiment: Say‑on‑pay support for executives was ~97% in 2024, indicating broad investor confidence in UFG’s compensation governance framework .
Overall: Spencer’s appointment strengthens board legal and risk oversight capabilities without introducing conflicts, with clear paths to enhance ownership alignment over time under UFG’s director stock ownership guidelines .