Mark Green
About Mark Green
Mark A. Green, age 57, has served as an independent director of United Fire Group, Inc. since 2022. He holds a BA from Macalester College and an MBA from Columbia University, and brings deep insurance-sector operating and business development experience across Allstate and Kemper, plus private equity operating roles and insurtech board service . UFCS’s board is majority independent (10 of 11), with the CEO the only non-independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kemper Corporation | EVP, Business Development & Reinsurance; EVP & President, Life & Health | ~2016–2021 (five years prior to joining Vistria in 2021) | Led business development and reinsurance; ran life/health segment |
| Allstate Corporation | VP/SVP, Allstate Financial; President, Ivantage; President, Allstate Dealer Services; President, Encompass Insurance Company | 2009–2016 (specific roles: Ivantage 2013–2015; Dealer Services 2014–2015; Encompass 2015–2016) | P&L leadership across distribution, dealer services, and mid-market auto/home carrier (Encompass) |
| Vistria Group | Operating Partner | 2021–2024 | Insurance investment/operator perspective |
| Atchley Consulting | Independent Insurance Consultant | Since July 2022 | Advisory on underwriting, reinsurance, and growth |
External Roles
| Organization | Role | Tenure | Public/Private | Notes / Potential Interlocks |
|---|---|---|---|---|
| MGT Insurance (insurtech startup) | Executive Board Member | Since Oct 2023 | Private | Insurtech exposure; no UFCS related-party transactions disclosed |
| Vistria Group | Operating Partner | 2021–2024 | Private PE | PE network; no related-party transactions disclosed |
| Atchley Consulting | Independent Consultant | Since Jul 2022 | Private | Advisory role; no related-party transactions disclosed |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Investment Committee (Chair); Compensation & Human Capital (Member); Nominating & Governance (Member); Risk Management (Member) |
| Committee activity levels (2024) | Audit 4; Compensation 6; Executive 4; Investment 4; Risk 4 (incl. 1 joint w/ Audit); Nominating & Governance 5 meetings |
| Independence | Board majority independent (10 of 11); Green is independent |
| Attendance | Board met 4x in 2024; all directors attended ≥75% of board and committee meetings; all attended the 2024 annual meeting |
| Board leadership | Independent Chair; regular executive sessions of independent directors (4 in 2024) |
| Stock ownership guidelines (directors) | 100 shares on joining; 5,000 shares within 5 years; all current directors comply |
| Risk oversight | Green sits on Risk Management; board conducts quarterly ERM oversight; cybersecurity reviewed quarterly; AI acceptable use policy under development |
| ESG oversight | Nominating & Governance oversees ESG policies and disclosures; cross-committee ESG risk oversight |
Fixed Compensation
Non-Employee Director Fee Schedule (2024):
| Fee Type | Amount |
|---|---|
| Base Annual Retainer – All Directors | $80,000 |
| Additional Annual Retainer – Chairperson of the Board | $50,000 |
| Additional Annual Retainer – Vice Chairperson of the Board | $20,000 |
| Additional Annual Retainer – Audit Chair | $20,000 |
| Additional Annual Retainer – Compensation Chair | $12,500 |
| Additional Annual Retainer – Nominating/Governance, Investment, Risk Chairs | $10,000 |
| Additional Annual Retainer – Compensation & Audit Members | $5,000 |
| Additional Annual Retainer – Executive, Nominating/Governance, Investment, Risk Members | $4,000 |
| Annual Equity Grant (grant-date fair value) | $75,000 |
Mark Green – 2024 Director Compensation:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $102,000 |
| Stock Awards (RSUs grant-date fair value) | $73,837 |
| Total | $175,837 |
Director Deferred Compensation:
- Directors may defer up to 100% of annual retainer into credited stock units with dividend credits; paid in lump sum or installments upon departure; no Green-specific deferral balance disclosed (example given for Noyce) .
Performance Compensation
- Directors do not receive performance-based equity or cash; RSUs vest based on service, not on performance metrics (one-year vesting) .
- Company’s executive performance metrics (board-overseen) used in AIP/PSUs: Adjusted ROE (10%), Written Premium Growth (20%), Net Adjusted Loss Ratio (20%), Underwriting Expense Ratio (20%), Core Earnings (30%); CEO target bonus 125% of base; other NEO targets 50–110% .
AIP Goals & 2024 Achievement (context for pay-for-performance oversight): | Measure | Threshold | Target | Max | 2024 Result | Weighted Payout % | |---|---:|---:|---:|---:|---:| | Adjusted ROE | 2.0% | 5.0% | 8.0% | 7.9% | 14.8% | | Written Premium Growth ($mm) | 1,215 | 1,350 | 1,485 | 1,374.1 | 21.8% | | Net Adjusted Loss Ratio | 70.0% | 67.5% | 65.0% | 63.5% | 30.0% | | Underwriting Expense Ratio | 35.0% | 33.5% | 32.0% | 35.8% | 0.0% | | Core Earnings ($mm) | 25 | 50 | 75 | 81.9 | 45.0% | | Total Corporate Achievement | — | — | — | — | 111.6% |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None disclosed for Green |
| Private/non-profit boards | MGT Insurance Executive Board Member (insurtech); Atchley Consulting (consultant); Vistria Group (Operating Partner 2021–2024) |
| Compensation committee interlocks | None in 2024; no relationships requiring disclosure under related persons policies |
| Related party transactions | None since the beginning of 2024; none proposed |
Expertise & Qualifications
- Senior insurance operator with P&L across distribution, dealer services, and a national auto/home carrier (Encompass); reinsurance and business development leadership at Kemper .
- Investment/PE operating experience (Vistria), plus insurtech board role (MGT Insurance), aligning with UFCS’s Investment and Risk oversight responsibilities .
- Adds skills in corporate governance, finance/capital, risk management, and industry service per board skills matrix .
Equity Ownership
| Item | Amount / Status |
|---|---|
| Total beneficial ownership (Green) | 10,562 shares; less than 1% of outstanding |
| RSUs outstanding (director grant) | 3,219 RSUs granted in May 2024; vest one year after grant (scheduled May 15, 2025) |
| Shares outstanding at record date | 25,393,131 |
| Ownership as % of outstanding | ~0.0416% (10,562 / 25,393,131) |
| Pledged or hedged shares | None; anti-hedging and anti-pledging policy prohibits hedging and pledging |
| Compliance with director ownership guidelines | Company states all current directors comply (≥5,000 shares within five years) |
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance (2024) | Company reports all required filings were timely for directors; two delayed Form 4s were for named employees (not directors) |
Governance Assessment
- Strengths: Independent director with deep insurance operations and reinsurance experience; chairs Investment Committee and serves on Compensation, Nominating & Governance, and Risk—positions central to capital allocation, pay oversight, and ERM/cyber governance . Strong attendance standard and independent chair with regular executive sessions strengthen board effectiveness . Alignment reinforced by stock ownership guidelines (Green exceeds 5,000-share guideline) and anti-hedge/pledge policy .
- Pay structure and alignment: Director pay uses balanced cash retainer plus annual RSUs (time-based, one-year vest), supporting alignment without incentivizing undue risk; Green’s 2024 cash fees $102,000 and RSUs $73,837 . Company-wide pay-for-performance rigor is evident in AIP/PSU metric mix and 2024 achievement (111.6% corporate factor), with high say-on-pay support (97%)—a positive investor confidence signal .
- Conflicts/related-party exposure: No related party transactions disclosed; compensation interlocks absent; no pledging allowed—reduces conflict risk .
- Watch items: Board granted additional 2024 LTIP equity to CEO to rectify an inadvertent award shortfall; while reasoned and disclosed, such adjustments should remain rare to avoid pay optics issues . Continued oversight of AI governance and cybersecurity remains critical given evolving risk landscape .
RED FLAGS: None identified for Green individually (no related-party transactions, no hedging/pledging, timely Section 16 filings) . Potential optics risk resides in CEO LTIP correction (not director-specific) and should be monitored for precedent .