Susan Voss
About Susan E. Voss
Independent director at United Fire Group, Inc. (UFCS); age 69; director since 2014. Former Iowa Insurance Commissioner with deep regulatory, compliance, and insurance industry expertise; retired from American Enterprise Group in 2019 after serving as VP & General Counsel and later VP of Government Relations. Currently chairs UFCS’s Compensation and Human Capital Committee and serves on the Investment and Risk Management Committees. Independence affirmed under Nasdaq rules; UFCS reported all directors met 75%+ attendance and attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iowa Insurance Division | Iowa Insurance Commissioner | 2005–2013 | Led state insurance regulation; elected NAIC officer (President in 2011); chaired NAIC Market Conduct & Regulation Committee (2005–2006), Principles-Based Reserving WG (2012), International Insurance Committee (2012); service on multiple NAIC committees (Life & Annuities, Financial Condition, Financial Regulation Standards & Accreditation). |
| Voss Consulting, LLC | Founder (consulting/expert witness) | 2013 | Insurance and financial product regulation and compliance. |
| American Enterprise Group, Inc. | VP & General Counsel (then VP, Government Relations) | 2013–2019 (retired 12/31/2019) | Senior legal and government relations leadership for health and life insurer. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Council on Compensation Insurance (NCCI) | Board Member | Current | Workers’ compensation rating/analytics organization. |
| Everlake Life Insurance Company | Board Member | Current | Life insurance; no UFCS related-party transactions disclosed. |
Board Governance
- Independence and board structure: 10 of 11 directors are independent; board led by independent Chair (James W. Noyce). Voss is listed as an independent director.
- Committees (2024–2025): Compensation and Human Capital (Chair), Investment (Member), Risk Management (Member).
- Attendance and engagement: Full board met 4x; all directors met 75%+ attendance; all directors attended 2024 annual meeting; independent directors held 4 executive sessions.
- Risk oversight: Board and Risk Management Committee oversee enterprise and cybersecurity risk; ERM discussed quarterly at board; Risk Committee received quarterly cybersecurity updates. Voss serves on the Risk Management Committee.
- Compensation Committee effectiveness: Committee met 6x in 2024; engaged Mercer as independent consultant; committee determined Mercer independent and free of conflicts; no interlocks/insider participation reported.
- Policies supporting governance quality: Clawback policy (revised Aug 18, 2023); anti-hedging and anti-pledging policy (revised Aug 18, 2023); updated bylaws for universal proxy and enhanced disclosure; code of ethics updated.
Fixed Compensation (Director)
| Component | Amount / Detail | Source |
|---|---|---|
| Base annual retainer (non-employee directors) | $80,000 | |
| Committee Chair retainers | Audit $20,000; Compensation Chair $12,500; Nominating/Investment/Risk Chairs $10,000 | |
| Committee member retainers | Audit/Comp $5,000; Executive/Nominating/Investment/Risk $4,000 | |
| Annual equity grant | $75,000 grant-date fair value (3,219 RSUs granted May 2024; 1-year vest) | |
| 2024 compensation – Susan E. Voss | Cash fees $105,500; Stock awards $73,837; Total $179,337 |
Performance Compensation (Director)
- Directors receive time-based RSUs; no performance-vested equity or bonus metrics apply to non-employee directors at UFCS.
| Performance Metric | Weight | Threshold/Target/Max | Applies to Director Pay? |
|---|---|---|---|
| N/A (director compensation) | N/A | N/A | No performance metrics for director equity; RSUs vest time-based after 1 year. |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| NCCI | Industry organization | Director | No UFCS related-party transactions disclosed. |
| Everlake Life Insurance Company | Public/private insurer | Director | Different insurance line (life); no related-party transactions disclosed by UFCS. |
Expertise & Qualifications
- Regulatory and compliance authority: Former Iowa Insurance Commissioner; NAIC President (2011) and long-time NAIC committee leader.
- Insurance industry governance: Senior legal and government relations roles at American Enterprise Group; experience overseeing compliance and regulation in insurance markets.
- Board skills matrix (UFCS): Listed with “Corporate Governance,” “Regulatory & Government,” “Industry Service,” “Senior Administration,” “Risk Management” among board skills.
Equity Ownership
| Holder | Beneficial Ownership (# shares) | % Outstanding | Detail/Notes |
|---|---|---|---|
| Susan E. Voss | 20,638 | <1% | 20,538 owned individually; 100 jointly with spouse; none pledged. |
| Director stock ownership policy | 100 shares at joining; 5,000 shares within 5 years; all current directors comply. | ||
| Anti-hedging/pledging | Hedging and pledging prohibited for directors. |
Insider Trades
| Period | Filing(s) | Notes |
|---|---|---|
| 2024 | Company disclosed two delayed Form 4s (Micah Woolstenhulme and Kelly Walsh); no other delinquencies identified. Susan Voss not named in delinquencies. |
Governance Assessment
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Strengths:
- Independent director with deep regulatory experience directly relevant to P&C insurance; enhances oversight of risk, compliance, and compensation.
- Chairs Compensation Committee with active cadence (6 meetings) and use of an independent consultant; no interlocks; say‑on‑pay support strong (97% in 2024), signaling investor alignment with pay decisions overseen by the committee.
- Strong alignment framework: mandatory director stock ownership (5,000 shares within 5 years), anti-hedging/pledging, and clawback policy.
- Attendance and engagement standards met; independent executive sessions held quarterly.
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Potential watch items:
- Tenure and refreshment: Voss has ~11 years of service; board’s average tenure is 11.7 years; retirement policy requires resignation submission by February 1 after age 72 (Voss is 69), implying possible near‑term refresh considerations.
- External directorships: Concurrent roles at NCCI and Everlake Life do not constitute disclosed related‑party transactions, but ongoing monitoring for any business dealings with UFCS counterparties is prudent.
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Red flags:
- None identified in 2024–2025 disclosures for conflicts, related-party transactions, Section 16(a) delinquencies, hedging/pledging, or director pay anomalies.
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Implications for investors:
- Voss’s regulatory background and committee leadership support investor confidence in oversight of pay, risk, and compliance—areas central to underwriting quality and capital discipline in P&C. High say‑on‑pay support and robust governance policies further mitigate governance risk.