Matthew Foran
About Matthew R. Foran
Independent director at United Fire Group, Inc. since 2022; age 44. He is Co‑Founder and President of Stoic Lane, Inc. (private equity holding company) and brings insurance technology, distribution, and investment experience from prior roles at The Hartford, Applied Systems (IVANS), Zurich North America, Marsh, and as founder/CEO of insurtech EvoSure. He holds a degree in Economics from the University of Illinois. UFCS classifies him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hartford Insurance Group | Head of Alternative Distribution | 2018–Apr 2021 | Distribution strategy in P&C; alternative channels leadership. |
| Applied Systems (IVANS Marketplace) | Leader, IVANS Marketplace | 2015–2018 | Insurance tech platform leadership. |
| GuideOne Insurance | Board Member | 2015–2018 | Prior board experience at an insurance carrier. |
| EvoSure, LLC (acquired by Applied Systems) | Founder & CEO | 2012–2015 | Early insurtech founder; exit to Applied Systems. |
| Zurich North America | Director of Strategy and Operational Planning & Execution | 2009–2012 | Strategy, operations in large carrier. |
| Marsh USA, Inc. | Business Development | 2004–2009 | Insurance brokerage growth roles. |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Stoic Lane, Inc. (Chicago) | Co‑Founder & President | 2021–present | Private equity holding company. |
| American College of Financial Services | Trustee | Current | Non‑profit focused on financial practitioner education. |
Board Governance
- Board/Independence/Leadership: UFCS board has 11 directors; 10 are independent; the Chairperson is independent. Foran is among the independent directors.
- Committee assignments (Foran): Chair, Risk Management Committee; Member, Investment Committee.
- Committee scopes and cadence:
- Risk Management Committee (Chair): Oversees enterprise risk (insurance and operational), AI acceptable use policy development, cybersecurity (quarterly updates), and ESG risk review; met four times in 2024 (one joint with Audit).
- Investment Committee (Member): Oversees Investment Policy Statement and external manager NEAM; met four times in 2024.
- Attendance/Engagement: Full board met 4 times in 2024; all directors attended at least 75% of board/committee meetings and attended the 2024 Annual Meeting.
- Executive sessions: Independent directors held four executive sessions in 2024.
Fixed Compensation (Non‑Employee Director)
| Component (2024) | Amount ($) | Details |
|---|---|---|
| Fees earned or paid in cash | 93,000 | Includes base retainer and applicable committee chair/member retainers. |
| Stock awards (grant date fair value) | 73,837 | 2024 RSU grant under Non‑Employee Director Plan. |
| Total | 166,837 | Sum of cash and equity. |
| Standard annual equity grant (program terms) | 75,000 | 3,219 RSUs granted May 2024; vest one year after grant, subject to continued service. |
Notes:
- 2024 Non‑Employee Director Fee Schedule (program-wide): base retainer $80,000; chair/member adders by committee; annual equity grant $75,000.
Performance Compensation (Director Equity Program)
| Grant Type | Foran 2024 Value | Shares | Vesting | Performance Metric Linkage |
|---|---|---|---|---|
| RSUs (annual director grant) | 73,837 | 3,219 | One-year cliff (to 5/15/2025) | None (time-based only). |
There are no performance-conditioned equity awards for directors; RSUs are time-based to align director and shareholder interests.
Other Directorships & Interlocks
| Company | Type | Timeframe | Potential Interlock/Conflict Notes |
|---|---|---|---|
| GuideOne Insurance | Insurance carrier | 2015–2018 | Prior directorship; no current interlock disclosed. |
| Stoic Lane, Inc. | Private equity holding company | 2021–present | External role; UFCS related‑party policy governs potential transactions; none reported. |
UFCS discloses no related person transactions since the beginning of 2024 and none currently proposed.
Expertise & Qualifications
- Skills matrix highlights for Foran include Senior Administration, Business Operations, Corporate Governance, Finance & Capital, Industry Service, Investment, Marketing, Technology & Systems, and Risk Management—supporting his chair role in risk oversight and membership on the Investment Committee.
- Background spans carrier, broker, insurtech founder/operator, and PE investor—aligning with UFCS’s strategic transformation and distribution/technology modernization.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 9,762 | As of record date March 24, 2025. |
| Shares outstanding (record date) | 25,393,131 | As of March 24, 2025. |
| Ownership as % of outstanding | ~0.04% | 9,762 / 25,393,131. |
| Shares pledged as collateral | None disclosed | Footnotes indicate none of the reported shares are pledged. |
| Director ownership guidelines | Min 100 shares on joining; ≥5,000 within five years; all directors comply. | |
| Anti‑hedging/pledging policy | Hedging and pledging prohibited; no margin accounts allowed. |
Governance Assessment
- Strengths and signals supporting investor confidence:
- Independent director with relevant risk, technology, and investment skills; chairs Risk Management Committee amid active oversight of ERM, cybersecurity, and emerging AI policy.
- Committee leadership and membership aligned with background (Risk Chair; Investment Member).
- Ownership alignment: meets director guidelines (>5,000 shares) and no pledging allowed; beneficial ownership of 9,762 shares.
- Engagement: board/committee attendance thresholds met across directors; independent executive sessions held quarterly.
- No related‑party transactions reported; robust RPT review policy overseen by Nominating & Governance.
- Compensation and alignment:
- Balanced cash/equity mix (cash $93k; equity $73.8k) with annual time‑vested RSUs to align with shareholders (no performance risk-taking incentives for directors).
- Watchpoints (not red flags):
- External leadership at Stoic Lane (PE holding company) can create theoretical conflict vectors if counterparties overlap with UFCS; UFCS’s related‑party policy and independence determinations mitigate—no transactions disclosed. Continued monitoring and recusals as needed remain best practice.
- Broader governance context:
- Independent Board Chair structure; strong independence majority (10/11 directors).
- Company-level shareholder support on say‑on‑pay was 97% in 2024, indicating generally positive investor sentiment toward governance and pay practices (contextual, not director-specific).
Appendix: Committee Work Snapshot (Foran)
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Risk Management | Chair | 4 | ERM (insurance/operational risk), AI acceptable use policy development, cybersecurity quarterly updates, ESG risk review. |
| Investment | Member | 4 | Investment Policy Statement; oversight of NEAM; portfolio quality/performance/risk. |