UFCS DEF 14A DEF-14A Report May 18, 2022

UNITED FIRE GROUP INC

10-Ks and 10-Qs

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PROXIES

DEF 14A	Filed on May 21, 2025
DEF 14A	Filed on April 8, 2025
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DEF 14A	Filed on May 18, 2022
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DEF 14A	Filed on None

DEF 14A 1 tm2211241-1_def14a.htm DEF 14A tm2211241-1_def14a - none - 25.9221169s

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Materials under § 240.14a-12

[MISSING IMAGE: lg_ufginsurance-4clr.jpg]

UNITED FIRE GROUP, INC.
(Name of registrant as specified in its charter)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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UNITED FIRE GROUP, INC.
118 Second Avenue SE, Cedar Rapids, Iowa 52401

April 5, 2022

Dear Fellow Shareholder:

I am pleased to invite you to join us at United Fire Group, Inc.’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”). This year’s meeting will be held at our principal executive offices at 118 Second Avenue SE, Cedar Rapids, Iowa 52401. Simultaneously, the Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting, submit questions and vote online during the Annual Meeting by logging on to www.meetnow.global/M4LJAGL using your 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on your Proxy Card. In light of ongoing public health concerns regarding the COVID-19 pandemic, I strongly encourage you to participate virtually rather than in person.

The meeting will take place on Wednesday, May 18, 2022 at 10:00 a.m. Central Time.

At this year’s meeting, you will be asked to vote on the following proposals:

	Proposals	Recommended Vote
1	Election of the four Class B Directors and one Class C Director identified in the proxy statement	FOR
2	Ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022	FOR
3	Approval, on an advisory basis, of the compensation of the Company’s named executive officers	FOR

Management will also report on United Fire Group, Inc.’s business and shareholders will have an opportunity to ask questions of management and Ernst & Young LLP.

Attached you will find a notice of the Annual Meeting and a proxy statement that contains additional information about the meeting and explains the methods you can use to vote your proxy, including by telephone and over the Internet.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to sign your proxy card and return it in the enclosed postage-paid envelope or vote by telephone or Internet prior to the meeting. This ensures that your shares of United Fire Group, Inc.’s Common Stock will be represented and voted at the meeting, even if you cannot attend.

James W. Noyce
Chairman of the Board

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UNITED FIRE GROUP, INC.

118 Second Avenue SE, Cedar Rapids, Iowa 52401

Notice of 2022 Annual Meeting of Shareholders of United Fire Group, Inc.

Date and time: Wednesday, May 18, 2022, at 10:00 a.m. Central Time.

Place: United Fire Group, Inc.’s principal executive offices at 118 Second Avenue SE, Cedar Rapids, IA 52401 and virtually via live audio webcast. Shareholders will be able to attend the 2022 Annual Meeting of Shareholders (the “Annual Meeting”), submit questions and vote online by logging on to www.meetnow.global/M4LJAGL at the Annual Meeting date and time using their 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on the proxy card. In light of ongoing public health concerns regarding the COVID-19 pandemic, we encourage shareholders to participate virtually rather than in person.

Items of business: At the Annual Meeting, we will ask shareholders to:

Elect four Class B Directors identified in the attached proxy statement to three-year terms expiring in 2025 and one Class C Director identified in the attached proxy statement to serve the remainder of a term expiring in 2024.

Ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022.

Approve, on an advisory basis, the compensation of our named executive officers.

Vote upon such other matters as may properly come before the meeting or at any adjournment or postponement thereof.

Who can vote: You can vote if you were a shareholder of record on March 21, 2022.

On or about April 5, 2022, we will begin mailing to our shareholders a Notice Regarding the Availability of Proxy Materials, which will indicate how to access our proxy materials on the Internet. By furnishing the Notice Regarding the Availability of Proxy Materials, we are lowering the costs and reducing the environmental impact of our Annual Meeting.

The Board of Directors recommends that shareholders vote FOR the election of each director nominee named in Proposal 1 of the proxy statement and FOR Proposals 2 and 3.

By Order of the Board of Directors,

Sarah E. Madsen , Interim Corporate Secretary

Dated April 5, 2022 at Cedar Rapids, Iowa

Your vote is important. Instructions on how to vote are contained in this proxy statement and in the Notice Regarding the Availability of Proxy Materials. Please cast your vote by telephone or over the Internet as described in those materials. Alternatively, if you requested a copy of the proxy/voting instruction card by mail, you may mark, sign, date and return the proxy/voting instruction card in the envelope provided.

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	ANNUAL MEETING OF SHAREHOLDERS					2
	Questions and Answers About the Annual Meeting					2
	Delivery of One Set of Annual Meeting Materials to Shareholders in a Single Residence					6
	Electronic Availability of Proxy Materials					6
	BOARD OF DIRECTORS					7
	Corporate Governance					7
	Board Size, Composition and Independence Determination					7
	Qualifications, Skills and Diversity of Directors and Director Nominees					7
	Board Diversity Matrix					8
	Attendance at Director and Shareholder Meetings					9
	Director Retirement					9
	Director Stock Ownership					9
	Board Leadership Structure					9
	Risk Oversight by the Board of Directors					10
	Chief Executive Officer Performance Evaluation					12
	Code of Ethics					12
	Board Effectiveness Assessment and Evaluation Process					12
	Director Compensation					12
	Executive Sessions of Independent Directors					12
	Access to Management and Independent Advisers					12
	ESG Initiatives and Oversight					12
	Committees of the Board					14
	Audit Committee					15
	Compensation and Human Capital Committee					15
	Executive Committee					16
	Investment Committee					16
	Nominating and Governance Committee					16
	Risk Management Committee					17
	Director Nomination Process					17
	Transactions with Related Persons					18
	Communicating with the Board of Directors					19
	Shareholder Proposals and Director Nominations for the 2023 Annual Meeting					19
	Other Matters					19
	PROPOSAL ONE – ELECTION OF DIRECTORS					20
	Director Nominees					20
	Vote Required and Board Recommendation					22
	Continuing Directors					22
	Director Not Standing for Reelection					25
	PROPOSAL TWO – RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					26
	Information About Our Independent Registered Public Accounting Firm					26
	Fees Billed to United Fire Group, Inc. During 2021 and 2020					26

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	Audit Committee Pre-Approval					26
	Vote Required and Board Recommendation					26
	Report of the Audit Committee					27
	PROPOSAL THREE – SHAREHOLDER ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS					28
	Say-On-Pay Advisory Vote					28
	Vote Required and Board Recommendation					28
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS					29
	Security Ownership of Management					29
	EQUITY COMPENSATION PLAN INFORMATION					32
	DELINQUENT SECTION 16(A) REPORTS					33
	EXECUTIVE COMPENSATION					34
	Compensation Discussion and Analysis					34
	Consideration of Say-on-Pay Results					34
	Compensation and Benefits Philosophy					34
	Benchmarking					34
	Risk Considerations					36
	Annual Compensation Process					36
	Role of Management					36
	Role of the Compensation Committee and Board of Directors					36
	Role of Independent Consultants					37
	Compensation Consultant Independence					37
	Elements of Compensation					37
	Total Direct Compensation					37
	Annual Base Salary					38
	Annual Incentive Plan					39
	Long-Term Incentive Plan					41
	Additional Compensation					43
	Named Executive Officers as Shareholders					44
	Report of the Compensation Committee					45
	Outstanding Equity Awards at 2021 Fiscal Year-End					49
	2021 Option Exercises and Stock Award Vesting					51
	Pension Benefits					51
	Nonqualified Deferred Compensation					52
	Potential Payments Upon Termination or Change in Control					54
	Change in Control Severance Agreements					54
	Pay Ratio Disclosure					56
	DIRECTOR COMPENSATION					57
	Annual Retainer, Committee Meetings and Expenses					57
	Deferred Compensation					58

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UNITED FIRE GROUP, INC.
118 Second Avenue SE, Cedar Rapids, Iowa 52401

PROXY STATEMENT FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON MAY 18, 2022

This solicitation of proxies is made by the Board of Directors of United Fire Group, Inc. (the “Company,” “we,” “us,” or “our,” as the context requires). Proxies will be used at the 2022 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on May 18, 2022 at 10:00 a.m. Central Time, and at any adjournment or postponement thereof. This year’s Annual Meeting will be held at our principal executive offices at 118 Second Avenue SE, Cedar Rapids, Iowa 52401 and virtually via live audio webcast. Shareholders will be able to attend the Annual Meeting, submit questions and vote online by logging on to www.meetnow.global/M4LJAGL using their 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on the proxy card.

With respect to shares of our $0.001 par value common stock (“Company Common Stock”) held in the United Fire Group, Inc. 401(k) Plan (the “401(k) Plan”), the Board of Directors is soliciting participants on behalf of the Trustee of the 401(k) Plan to direct the Trustee as to how to vote the shares held in the plan.

Under rules adopted by the Securities and Exchange Commission (“SEC”), the Company has chosen to provide its shareholders with the choice of accessing the Annual Meeting proxy materials on the Internet, rather than receiving printed copies of those materials through the mail. In connection with this process, a Notice Regarding the Availability of Proxy Materials (the “Notice”) is being mailed to the Company’s shareholders who have not previously requested electronic access to its proxy materials or printed proxy materials. The Notice contains instructions on how you may access and review the Company’s proxy materials on the Internet and how you may vote your shares over the Internet. The Notice will also tell you how to request the Company’s proxy materials, in either printed form or by email, at no charge. The Notice contains a control number that you will need to vote your shares. We suggest you keep the Notice for your reference through the meeting date.

The Company anticipates that the Notice will be mailed to shareholders and participants in the 401(k) Plan beginning on or about April 5, 2022.

We will solicit proxies principally by mail, but our directors and employees may also solicit proxies by telephone, facsimile, or e-mail. Our directors and employees may also conduct personal solicitations. Our directors and employees will not receive any additional compensation in connection with their solicitation efforts.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 2022: The Notice of the Annual Meeting, this Proxy Statement, the 2021 Annual Report on Form 10-K and the 2021 Annual Report to Shareholders are available at: http://ir.ufginsurance.com .

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ANNUAL MEETING OF SHAREHOLDERS

Questions and Answers About the Annual Meeting

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will act upon the matters listed in the Notice of the Annual Meeting, including (i) the election of four Class B Directors identified in the attached proxy statement to serve three-year terms expiring in 2025 and one Class C Director identified in the attached proxy statement to serve the remainder of a term expiring in 2024, (ii) the ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022 and (iii) the approval, on an advisory basis, of the compensation of our named executive officers. Our management team will also report on our performance during fiscal year 2021. Representatives of Ernst & Young LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they choose to, and will be available to respond to appropriate shareholder questions.

How can I attend the Annual Meeting?

The Annual Meeting will be held at our principal executive offices at 118 Second Avenue SE, Cedar Rapids, Iowa 52401 and simultaneously through live audio webcast. Shareholders of record will be able to attend the Annual Meeting in person or virtually. If you attend virtually, you will be able to submit questions during the Annual Meeting and vote online by logging on to www.meetnow.global/M4LJAGL using your 15-digit control number provided with the Notice or on your proxy card.

The Board of Directors has been monitoring the impact of the COVID-19 pandemic, including with regard to the health and well-being of our employees and shareholders, as well as the related recommendations from public health officials and applicable government-imposed restrictions. As a result of ongoing public health concerns, we encourage shareholders to participate virtually rather than in person. Hosting the Annual Meeting in a hybrid virtual format facilitates participation in the Annual Meeting without the need to travel or gather together in person.

The Annual Meeting will begin promptly at 10:00 a.m. Central Time. Check-in will begin 15 minutes prior to the start of the meeting. You should allow ample time for check-in procedures, both in person and online.

If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please follow the instructions that will be posted on the virtual shareholder meeting login page.

How do I register to attend the Annual Meeting virtually on the Internet?

If you are a shareholder of record ( i.e. , you hold your shares registered in your name through Computershare Trust Company, N.A. our transfer agent and registrar), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the Notice or on your proxy card that you received with this Proxy Statement to attend the meeting.

If you hold your shares through an intermediary, such as a broker, bank or other nominee, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register in advance to attend the Annual Meeting virtually on the Internet, you must submit a legal proxy that reflects proof of your proxy power. The legal proxy will show your holdings in Company Common Stock with your name. Please forward a copy of the legal proxy along with your email address to Computershare according to the below instructions.

Requests for registration should be directed as follows:

•

By email : Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com .

•

By mail : Computershare, United Fire Group, Inc. Legal Proxy, P.O. Box 43001 Providence, RI 02940-3001. If you submit materials by mail, please also provide your e-mail address.

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Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on May 13, 2022. You will receive a confirmation of your registration by email after Computershare receives your registration materials.

Who may attend the Annual Meeting?

All shareholders of record as of March 21, 2022 (the “Record Date”) or their duly appointed proxies may attend the Annual Meeting. If you hold your shares through a broker, bank or other nominee, you will not be admitted to the Annual Meeting unless you bring a copy of a statement (such as a brokerage statement) from your nominee reflecting your stock ownership as of the Record Date, or register as described above under “How do I register to attend the Annual Meeting virtually on the Internet?”

May shareholders ask questions at the Annual Meeting?

Yes. As part of the Annual Meeting, we will hold a live question and answer session, during which we will answer questions that are pertinent to the Company and the meeting matters, as time permits. Shareholders will have the ability to ask questions in person or submit questions online during the Annual Meeting.

Who is entitled to vote at the Annual Meeting?

Shareholders of Record

If your shares are registered in your name with Computershare Trust Company, N.A. our transfer agent and registrar, you are considered a shareholder of record. Shareholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting or at any postponement or adjournment thereof. At the close of business on the Record Date, there were 25,119,244 shares of Company Common Stock issued and outstanding. Each share of Company Common Stock entitles its record holder to one vote.

Brokerage and Other Account Holders

If your shares are held in a brokerage account or by a bank or other nominee, your name does not appear anywhere in the Company’s shareholder records. Instead, the “street name” of your broker, bank or other nominee who holds the shares for you appears on our records and you are the beneficial owner of the shares. Access to our proxy materials is being forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your brokerage firm, bank or other nominee how to vote your beneficial shares by filling out and returning the voting instruction form provided to you from such other institution. Telephone and Internet voting options may also be available to beneficial owners. As a beneficial owner, you are invited to attend the Annual Meeting, but you must obtain a legal proxy from the record holder of your shares and bring a copy of a statement (such as a brokerage statement) from your nominee reflecting your stock ownership as of the Record Date, or register as described above under above under “How do I register to attend the Annual Meeting virtually on the Internet?”.

401(k) Plan Participants

If you are a participant in our 401(k) Plan, your proxy card shows the number of shares of Company Common Stock held for your benefit in those plans, plus any other shares you may own. If you hold stock through the 401(k) Plan, voting your proxy also serves as confidential voting instructions to the Trustee of the 401(k) Plan (Principal Financial Group). The Trustee will vote your shares in accordance with the specific voting instructions that you indicate on your proxy card. If you provide no specific voting instructions, the Trustee of the 401(k) Plan will vote your shares in proportion to the voting instructions it receives from those plan participants who do submit voting instructions.

What constitutes a quorum for the Annual Meeting?

The presence at the Annual Meeting of a majority of the outstanding shares (50% plus one share) of Company Common Stock represented either in person, virtually during the live webcast, or by proxy, will

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constitute a quorum for the transaction of business at the meeting. Abstentions and broker non-votes will each be counted as present for purposes of determining the existence of a quorum at the Annual Meeting.

What is a broker non-vote?

A “broker non-vote” occurs when a broker submits a proxy but lacks discretionary power to vote on a “non-routine” proposal and a beneficial owner fails to give the broker voting instructions on that matter. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2022 is the only matter to be presented at the Annual Meeting that is considered a “routine” matter, and brokers have the discretionary power to vote on this matter without any instructions from the beneficial owners. Each of the other matters to be presented at the Annual Meeting are considered “non-routine.”

Therefore, if you hold your shares in “street name” you should give voting instructions to your broker to ensure your shares are counted in the election of directors, and the advisory vote to approve executive compensation. Broker non-votes will have no effect on the voting results of the matters presented at the Annual Meeting.

How do I vote my shares?

You may vote in the following ways:

•

In person : We will distribute paper ballots to anyone who wishes to vote in person at the Annual Meeting. However, if you hold your shares in street name, you must request a legal proxy from your broker and bring it to the Annual Meeting in order to vote in person at the Annual Meeting.

•

Virtually during the Annual Meeting : See the instructions above under “How can I attend the Annual Meeting?” and “How do I register to attend the Annual Meeting virtually on the Internet?”

•

By mail : Complete and sign your proxy card and return it by mail in the enclosed business reply envelope. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct. If an additional proposal comes up for a vote at the Annual Meeting that is not on the proxy card, your shares will be voted in the best judgment of the authorized proxies, James W. Noyce and Sarah E. Madsen. If you sign and return your proxy card without marking voting instructions, your shares will be voted FOR the election of each of the director nominees identified in this proxy statement, FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022, and FOR approval, on an advisory basis, of the resolution regarding the compensation of our named executive officers.

•

By telephone : To vote your shares by telephone, call the toll-free telephone number on your proxy card. You must have a touch-tone or cellular telephone to use this voting method. You will need to follow the instructions on your proxy card and the voice prompts to vote your shares.

•

Over the Internet : You may go to the website listed on your proxy card to vote your shares over the Internet. You will need to follow the instructions on your proxy card and the website to vote your shares.

Telephone and Internet voting options are available 24 hours a day, seven days a week. The deadline for voting by telephone or the Internet is 12:00 a.m. Central Time on May 18, 2022. When prompted, you will need to enter the 15- digit control number shown on your proxy card. You will then be able to vote your shares and confirm that your instructions have been properly recorded. If you vote by telephone or over the Internet, your vote authorizes the proxies in the same manner as if you had signed, dated and returned your proxy card by mail. Telephone and Internet voting procedures, including the use of control numbers found on the proxy cards, are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares securely and to confirm that their instructions have been properly recorded. If you vote by telephone or over the Internet, you do not need to return your proxy card.

If you hold your shares in street name, you may vote by telephone or over the Internet only if your bank, broker or other nominee makes those methods available to you, in which case your broker, bank or other nominee will provide specific instructions for using those options.

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If I hold my shares in a brokerage account and do not return voting instructions, will my shares be voted?

If your shares are held in a brokerage account or by a bank or other nominee, your broker, bank or other nominee will ask you how you want your shares to be voted. If you provide voting instructions, your shares must be voted as you direct. If you do not furnish voting instructions, one of two things can happen, depending upon whether a proposal is “routine.” Under the rules that govern brokers who have record ownership of shares beneficially owned by their clients, brokers have discretion to cast votes on routine matters, such as the ratification of the choice of auditor, without receiving voting instructions from their clients. Brokers are not permitted, however, to cast votes on “non- routine” matters, such as the election of directors, or executive compensation matters, without receiving client voting instructions. A “broker non-vote” occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting authority for that proposal and has not received voting instructions from the beneficial owner. The proposal to approve the ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022 is the only routine matter being voted on at the Annual Meeting and, therefore, is the only proposal that may be voted by your broker, bank or other nominee in its discretion without having received voting instructions from you.

Can I revoke my proxy or change my vote after I return my proxy?

Yes. Even after you submit a proxy, you may revoke your proxy or change your vote at any time before the proxy is exercised and vote cast at the Annual Meeting by:

•

delivering written notice to our transfer agent, Computershare, P.O. Box 505000, Louisville, KY 40233-5000, or via overnight delivery to Computershare, 462 South 4th St. Ste 1600, Louisville, KY 40202;

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delivering written notice to the Corporate Secretary of United Fire Group, Inc. at P.O. Box 73909, Cedar Rapids, Iowa 52407-3909;

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executing and delivering a later-dated proxy;

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voting again by telephone or Internet;

•

appearing and voting in person at the Annual Meeting; or

•

attending virtually and voting during the Annual Meeting.

Attendance at the Annual Meeting, either in person or virtually, will not, by itself, revoke a previously granted proxy. If you hold your shares in street name, you may contact your broker, bank or other nominee for instructions as to how to revoke or change your vote.

Who pays for this proxy solicitation?

United Fire Group, Inc. will pay the expenses of this solicitation of proxies. Expenses may include reimbursement to brokerage firms and others of their cost for forwarding solicitation materials to beneficial owners.

Does United Fire Group, Inc. deliver proxy materials electronically?

Yes. In accordance with the SEC’s “Notice and Access” rules, United Fire Group, Inc. mailed the Notice to shareholders beginning on or about April 5, 2022. The Notice describes the matters to be considered at the Annual Meeting and how shareholders may access the proxy materials over the Internet. It also provides instructions on how shareholders may vote their shares. If you received the Notice, you will not receive a printed version of the proxy materials unless you request one. If you would like to receive a printed version of the proxy materials, free of charge, please follow the instructions in the Notice.

What are the benefits of electronic delivery?

Electronic delivery reduces United Fire Group, Inc.’s printing and mailing costs as well as the environmental impact of the Annual Meeting. It is also a convenient way for you to receive your proxy materials and makes it easy to vote your shares over the Internet.

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How may I obtain copies of United Fire Group, Inc.’s corporate governance documents?

The following documents are available free of charge to any shareholder who requests them by writing to United Fire Group, Inc., Attn: Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909, or on our public website, http://ir.ufginsurance.com , by selecting Overview and then Governance Documents.

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Anti-Hedging and Anti-Pledging Policy

•

Clawback Policy

•

Code of Ethics and Business Conduct

•

Corporate Governance Guidelines

•

Disclosure Policy

•

Committee Charters — Audit Committee, Compensation and Human Capital Committee, Executive Committee, Investment Committee, Nominating and Governance Committee and Risk Management Committee

In addition, copies of our Articles of Incorporation and Bylaws are available free of charge to any shareholder who requests them by writing to United Fire Group, Inc., Attn: Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909. Our Articles of Incorporation and Bylaws are also available free of charge on the SEC’s EDGAR website at www.sec.gov .

Delivery of One Set of Annual Meeting Materials to Shareholders in a Single Residence

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports to shareholders with respect to two or more shareholders sharing the same address by delivering a single proxy statement and annual report to shareholders addressed to those shareholders. This process, commonly referred to as “householding,” provides cost savings for companies and helps to minimize the environmental impact of the Annual Meeting. We and some brokers household proxy materials and annual reports to shareholders unless contrary instructions have been received from the affected shareholders. Once you have received notice from us, your broker, or other designated intermediary that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate printed proxy statement and annual report to shareholders, notify us by calling our transfer agent at (877) 373-6374, or submit a written request via regular mail to Computershare, P.O. Box 505000, Louisville, KY 40233-5000, or via overnight delivery to Computershare, 462 South 4th St., Ste 1600, Louisville, KY 40202.

Shareholders who currently receive multiple copies of their proxy materials and would like to request householding should submit a written request to: Computershare Trust Company, N.A. at either address above.

Please include the Company’s name, United Fire Group, Inc., and your account number(s), in any correspondence regarding householding. Street name shareholders wishing to cancel or request householding of their proxy materials should contact their brokers directly.

Electronic Availability of Proxy Materials

Electronic versions of our Notice of the Annual Meeting, this Proxy Statement and 2021 Annual Report to Shareholders are available on our public website, http://ir.ufginsurance.com by selecting Financial Documents and then Annual Reports and Proxy. The information provided on our website is not part of this proxy statement and is not incorporated herein by this reference.

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BOARD OF DIRECTORS

Our Board of Directors currently consists of 13 directors. The current membership includes: John-Paul E. Besong, Scott L. Carlton, Brenda K. Clancy, Christopher R. Drahozal, Matthew Foran, Mark Green, Lura E. McBride, George D. Milligan, James W. Noyce (Chairman), Mary K. Quass, Randy A. Ramlo, Kyle D. Skogman (Vice Chairman) and Susan E. Voss. As previously announced, Ms. Quass has notified the Company of her intention not to stand for reelection as a director when her present term will expire at the Annual Meeting. The Company thanks Ms. Quass for her many years of distinguished service to the Company. Immediately following the Annual Meeting, the size of the Board of Directors will be reduced to 12 directors.

Corporate Governance

In order to promote the highest standards of management for the benefit of shareholders, our Board of Directors follows certain governance practices regarding how the Board of Directors conducts its business and fulfills its duties. United Fire Group, Inc.’s Corporate Governance Guidelines may be obtained free of charge by writing to United Fire Group, Inc., Attn: Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909, or on our public website, http://ir.ufginsurance.com , by selecting Overview and then Governance Documents. The following describes the governance practices used by the Board of Directors.

Board Size, Composition and Independence Determination

Our Board of Directors currently consists of 13 members, divided among three classes (Class A, Class B and Class C). Following the departure of Ms. Quass immediately after the Annual Meeting, the size of the Board of Directors will be reduced to 12 members, with four directors in each of Classes A, B and C.

Mr. Noyce serves as the Chairman and Mr. Skogman serves as Vice Chairman.

The Board of Directors requires a majority of our directors to be independent, as defined in the listing rules of The NASDAQ Global Select Market (“NASDAQ”). The Board of Directors determines director independence by applying the definition of independence contained in the applicable NASDAQ Listing Rules, both for purposes of NASDAQ’s rule requiring that a majority of the Board of Directors consist of independent directors and its rules requiring the Audit Committee, Nominating and Governance Committee and Compensation and Human Capital Committee to be made up entirely of independent directors.

The Board of Directors has analyzed the independence of each director who served on the Board of Directors during 2021 and director nominee and determined that 12 of our 13 existing directors are independent. All directors except Mr. Ramlo are independent within the meaning of the NASDAQ Listing Rules.

Qualifications, Skills and Diversity of Directors and Director Nominees

Our Nominating and Governance Committee, with input from our Chief Executive Officer, reviews and evaluates all director nominees, including incumbent nominees. The Nominating and Governance Committee and the Board of Directors seek qualified individuals who possess the minimum qualifications and the desirable qualities or skills described under the heading “Director Nomination Process” in this proxy statement.

All of our incumbent directors and nominees possess both the specific minimum qualifications and the desirable qualities or skills. The following charts reflect the qualifications, key skillsets and diversity of our nominees and continuing directors.

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Director Qualifications and Experience

John
Paul
Besong

Scott
Carlton

Brenda
Clancy

Christopher
Drahozal

Matthew
Foran

Mark
Green

Lura
McBride

George
Milligan

James
Noyce

Randy
Ramlo

Kyle
Skogman

Susan
Voss

Academia & Education

Accounting

Actuarial

Senior Administration

Business Operations

Corporate Governance

Finance & Capital

Industry Service

Investment

Marketing

Regulatory & Government

Risk Management

Technology & Systems

Our directors provide an effective mix of experience and fresh perspective, as shown on the following charts reflecting information regarding our nominees and continuing directors.

[MISSING IMAGE: tm2211241d1-pc_age4clr.jpg]

[MISSING IMAGE: tm2211241d1-bc_tenure4clr.jpg]

	The average age is 60 as of April 5, 2022.			The average tenure is 11.0 years.

Board Diversity Matrix

The table below provides certain highlights of the composition of our Board members and nominees as of April 5, 2022, including our nominees and continuing directors, with categories as set forth in Nasdaq Listing Rule 5605(f).

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Board Diversity Matrix
Total Number of Directors: 12
	Female		Male		Non-Binary		Did Not Disclose Gender
Gender Identity
Directors		3		9		—		—
Demographic Background
African American or Black		—		1		—		—
Alaskan Native or Native American		—		—		—		—
Asian		—		—		—		—
Hispanic or Latinx		—		—		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		3		8		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+		—		—		—		—
Did Not Disclose Demographic Background		—		—		—		—

Attendance at Director and Shareholder Meetings

The full Board of Directors met four times, including participating in one retreat during 2021. All of the directors attended 75% or more of the aggregate number of meetings of the Board of Directors and each of the committees on which they served. Our Corporate Governance Guidelines require directors to attend our Annual Meeting. All directors serving at the time of the 2021 annual meeting of shareholders attended that meeting.

Director Retirement

According to our Bylaws, each director must submit his or her resignation from the Board of Directors no later than the first day of February after he or she reaches age 72, and such resignation must be effective no later than the next Annual Meeting. Pursuant to this policy, Ms. Quass is not standing for re-election at the Annual Meeting.

Director Stock Ownership

We believe that non-employee directors should own and hold Company Common Stock to further align their interests and actions with the interests of our shareholders. Our Articles of Incorporation require that all of our directors own shares of Company Common Stock. The Board of Directors has adopted stock ownership guidelines indicating that each non-employee director should beneficially own at least 100 shares of Company Common Stock when he or she joins the Board of Directors and at least 5,000 shares of Company Common Stock within five years of first being elected to the Board of Directors. A non-employee director shall not sell any shares of Company Common Stock received as a result of an award: (a) if the non-employee director has not met the stock ownership requirement; or (b) if the sale would cause the ownership of the non-employee director to fall below the stock ownership requirement.

Current beneficial stock ownership for each director can be found in the table under “Security Ownership by Certain Beneficial Owners” in this proxy statement. All of our current directors comply with our stock ownership guidelines.

Board Leadership Structure

Our Board of Directors is led by an independent Chairman who is responsible for providing guidance to our Chief Executive Officer, setting the agenda for Board meetings and presiding at all shareholder and director meetings. We also have an independent Vice Chairman who is responsible for presiding in the

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Chairman’s absence. Neither our Chairman nor our Vice Chairman serves as our Chief Executive Officer. Our Chief Executive Officer is responsible for setting the strategic direction for our Company and providing day-to-day leadership. We currently separate the roles of Chairman and Chief Executive Officer. We feel that this is the most appropriate leadership structure for our Board of Directors and executive management at this time because we recognize the benefits of separating the two roles to allow full utilization of the different skill sets required to most effectively and efficiently perform these functions to meet the needs of the Company. Our Board of Directors does not have a formal policy requiring the positions of Chairman and Chief Executive Officer to be separate, preferring instead to preserve the freedom to decide from time to time what is in the best interest of the Company. Our Board of Directors strongly endorses the concept of an independent director being in a position to lead our independent directors. If at any time neither our Chairman nor our Vice Chairman is an independent director, the independent directors serving at that time will elect an independent director to serve as lead director.

The Board of Directors has six standing committees: an Audit Committee, Compensation and Human Capital Committee, Executive Committee, Investment Committee, Nominating and Governance Committee and Risk Management Committee. Only independent directors may serve on the Audit Committee, Compensation and Human Capital Committee and Nominating and Governance Committee. Each committee is governed by a written charter that is reviewed and approved annually by the applicable committee, the Nominating and Governance Committee, and the full Board of Directors. All committee charters are available for review either on our public website, http://ir.ufginsurance.com by selecting Overview and then Governance Documents, or in paper form upon written request to: United Fire Group, Inc., Attn: Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909.

Risk Oversight by the Board of Directors

The Risk Management Committee’s charter requires it to assist the Board of Directors in identifying and evaluating risks inherent in our business and to oversee and review the significant policies, procedures, and practices employed to manage risks. Enterprise Risk Management (“ERM”) is a methodology that helps us assess and manage our overall exposure to risk. In addition to our Risk Management Committee, we have an executive enterprise risk management committee (“executive ERM committee”) that consists of our President & Chief Executive Officer, Executive Vice President & Chief Operating Officer, Executive Vice President & Chief Financial Officer, Vice President & Chief Investment Officer, Vice President & Chief Claims Officer, Vice President & General Counsel, Vice President — Corporate Marketing, Vice President & Chief Technology Officer, Vice President & Strategy Officer, Vice President & Corporate Underwriting Manager, Director of Internal Audit, and Corporate Safety Manager.

The executive ERM committee meets independently of the Risk Management Committee, with representatives from the Risk Management Committee in attendance. Members of the executive ERM committee are invited to attend and participate in meetings of the Risk Management Committee. During 2021, the executive ERM committee met on a quarterly basis to implement risk management strategies. During its meetings, the executive ERM committee discusses the risks that our Company faces and the controls that are in place to mitigate those risks, and identifies potential additional risks.

Collectively, the Risk Management Committee and the executive ERM committee have identified two broad categories of risks faced by our Company: insurance risk and operational risk. We employ a multi-disciplinary approach to risk identification and evaluation, analyzing risk from the point of view of claims, underwriting, finance, and investments. Types of insurance risks generally include, but are not limited to, those risks associated with catastrophes, loss reserving practices, underwriting practices, policy pricing, geographical concentrations of property insured, competition and business mix. Types of operational risks we face generally include, but are not limited to, those risks associated with the diversification and quality of our investments, information technology and cybersecurity, regulatory and legal compliance, business continuity planning, executive succession planning and the application of accounting policies and procedures.

ERM issues are also discussed during quarterly meetings of our full Board of Directors, where directors are updated on ERM issues and the ongoing efforts of the executive ERM committee and our Risk Management Committee. The work of our executive ERM committee, in conjunction with the Risk

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Management Committee and the Board of Directors, has led to the development of new tools, such as the CATography Underwriter™ tool, designed to aid in the evaluation and mitigation of our Company’s business risks.

The Risk Management Committee also reviews and evaluates the Company’s identification, assessment and management of risks associated with environmental, social and governance (“ESG”) matters, including but not limited to climate change and ESG-related emerging risks.

Cybersecurity risk oversight is a focus area of our Risk Management Committee and the full Board. Our Chief Technology Officer provides quarterly updates with the Risk Management Committee and shares the findings of information security program reviews and responses with the full Board. Further, outside advisors are periodically invited to join meetings to provide relevant cyber updates. As part of our efforts to manage our cybersecurity risks, we have engaged an independent firm to assist with conducting penetration tests and provide advice on our information security program. The Company has made ongoing continuous improvements to all aspects of the Information Security Program; specifically in the implementation of secure remote access solutions with Multifactor Authentication, next-generation endpoint detection and remediation, cloud-based security controls, automated scanning and outside validation of security controls. Additionally, we require employees to complete cybersecurity training at least annually. When a specific cyber threat is identified, we may create additional trainings with targeted content for our employees.

In addition, certain Board committees oversee risk within their respective areas of responsibility. For example, the Audit Committee has been charged with primary oversight of financial, accounting and securities related risks, and the Compensation and Human Capital Committee oversees the risks associated with the Company’s compensation policies and practices, including conducting an annual risk assessment of such policies and practices. Together with the Audit Committee, the Compensation and Human Capital Committee has concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Clawback Policy

To further align management’s interests with the interest of shareholders and support good governance practices, the Board of Directors has adopted a Clawback Policy applicable to incentive-based compensation to executive officers. In the event the Company is required to prepare an accounting restatement due to errors, omissions or fraud, the Board of Directors may direct the Company to recover from each of the executive officers the excess value received from any incentive award over the value actually earned based on the restated performance. Our Clawback Policy may be obtained free of charge by writing to United Fire Group, Inc., Attn: Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909, or on our public website, http://ir.ufginsurance.com , by selecting Overview, then Governance Documents and then Clawback Policy.

Anti-Hedging and Anti-Pledging Policy

Our policies do not permit our directors or executive officers, including our named executive officers or employees, to “hedge” their ownership by: (a) trading in publicly-traded options, puts, calls, or other derivative instruments related to the Company’s equity or debt securities; or (b) purchasing financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds, that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Company. In addition, directors and officers are not permitted to hold securities of the Company in margin accounts or to pledge securities of the Company as collateral for loans. Our Anti-Hedging Policy may be obtained free of charge by writing to United Fire Group, Inc., Attn: Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909, or on our public website, http://ir.ufginsurance.com , by selecting Investors, then Overview, then Governance Documents and then Anti-Hedging Policy.

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Chief Executive Officer Performance Evaluation

Representatives of the Executive Committee and Compensation and Human Capital Committee meet each year with our Chief Executive Officer, Randy A. Ramlo, to review his goals for the current year. During the year, the Executive Committee meets regularly with our Chief Executive Officer to review his performance. The Executive Committee and the Chair of the Compensation and Human Capital Committee annually review and assess the performance of our Chief Executive Officer for that year. The Chief Executive Officer also meets with the full Compensation and Human Capital Committee, which considers his performance for the year.

Code of Ethics

Our Board of Directors has adopted a Code of Ethics and Business Conduct that applies to all of our officers, directors, and employees. United Fire Group, Inc.’s Code of Ethics and Business Conduct may be obtained free of charge by writing to United Fire Group, Inc., Attn: Investor Relations, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909, or on our public website, http://ir.ufginsurance.com by selecting Overview, then Governance Documents and then Code of Ethics and Business Conduct. The Code of Ethics and Business Conduct sets forth certain expectations of business conduct and identifies various violations of the code and establishes procedures regarding the reporting of such violations. We intend to include on our website information about any amendments to, or waivers from, a provision of the Code of Ethics and Business Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer or controller.

Board Effectiveness Assessment and Evaluation Process

Our Nominating and Governance Committee conducts an annual survey of the directors to assess the effectiveness of our Board of Directors. The Nominating and Governance Committee reviews and considers the results of the survey, reports its findings to the Board of Directors and addresses any areas of concern. The committee also makes recommendations to the Board of Directors regarding our corporate governance practices. All standing committees of our Board of Directors also conduct annual self-assessments and report such self-assessments to the Board of Directors.

Director Compensation

We have designed the compensation of our non-employee directors to attract and retain qualified directors and to align directors’ interests with the interests of our shareholders. See “Director Compensation” in this proxy statement for a description of our directors’ compensation program and the fees paid to our non-employee directors during 2021.

Executive Sessions of Independent Directors

The independent directors meet in executive session following each meeting of the Board of Directors. The Chairman of the Board presides at meetings of the independent directors. These sessions allow the independent directors to discuss topics without management present. Four executive sessions were held in 2021.

Access to Management and Independent Advisers

The independent directors have access to management and, as necessary and appropriate, to independent advisers.

ESG Initiatives and Oversight

We recognize that our internal and external stakeholders are increasingly focused on our approach to corporate responsibility, including environmental, social, and governance (ESG) matters. In response, United Fire Group, Inc. has implemented a cross-functional approach to ensure human capital initiatives and sustainability matters are incorporated into our core business operations and our strategic plan.

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In 2021, United Fire Group, Inc. established an ESG Management Committee, a cross-functional team of leaders who are dedicated to the oversight of sustainability, corporate social responsibility, health and safety, and human capital concerns, as well as cultivating an ESG-focused culture. We understand that prioritizing our people and the planet is critical to our ability to delivery on our promise of value to our stakeholders. We have formally classified the impact of inattention to ESG initiatives as a material emerging risk to our financial and reputational success.

In addition to engaging our leaders in ESG initiatives, the United Fire Group, Inc. Board of Directors also evaluates and oversees risks related to ESG matters, and revised their charters to reflect these additional responsibilities. Our Nominating and Corporate Governance Committee oversees our ESG policies and practices generally, and reviews our voluntary ESG disclosures, goals and metrics provided. The Audit Committee, in its oversight of financial risk exposures, internal controls and financial reporting, reviews policies, processes, and internal controls for collecting ESG data to ensure disclosures containing ESG data are accurate, reliable, and consistent. The Compensation and Human Capital Committee oversees our human capital management and diversity, equity and inclusion initiatives, as well as corporate culture matters. The Investment Committee reviews risks related to our investment portfolio, with oversight of any responsible investment strategies and associated risks (in consultation with the Risk Committee). The Risk Committee reviews and evaluates the Company’s identification, assessment and management of risks associated with ESG matters, including but not limited to climate change and ESG-related emerging risks, as well as coordinates with other committees of the Board of Directors on ESG risks specific to such committee’s area of oversight.

During 2021, highlights of our ESG initiatives and achievements included:

Environment

•

Climate Change Risk : We classified climate change as an emerging risk, and created a designated risk assessment team to regularly monitor the risk for the primary purpose of assessing the potential impact of climate change on our business operations, insurance products, and insureds.

•

Consideration of Environmental Risk in Underwriting : We primarily underwrite low- and medium-hazard, small- and mid-market commercial lines risks with minimal exposure to environmentally hazardous classes. We do not underwrite specific risks including oil, coal mines, thermal coal plants, or other environmentally hazardous classes of business.

•

Established a UFG Green Team : The UFG Green Team is dedicated to sustainability practices in UFG facilities. In 2021, UFG recycled eight tons of cardboard and paper, amounting to 115 trees saved. Additionally, we engaged janitorial vendors that use sustainable cleaning products and electrostatic disinfection techniques.

•

Sustainable Building Renovations : In 2021, UFG renovated 3 buildings at our Cedar Rapids headquarters. Our efforts included the use of low VOC paint, installation of LED light fixtures, and the utilization of architectural walls systems instead of drywall.

•

Electronic Pay Option for Claims Vendor Payments : UFG implemented a pay-as-you-go billing solution to replace the issuance of paper checks for outbound payments to vendors.

•

Promoted Portfolio Diversification to Reduce CAT exposure : We controlled our direct insurance exposures in regions that are prone to naturally occurring catastrophic events through a combination of geographic diversification, restrictions on the amount and location of new business production in such regions, and reinsurance. We regularly assess our concentration of risk exposures in natural catastrophe exposed areas. We evaluated strategies and underwriting standards to manage these exposures through individual risk selection, subject to regulatory constraints, and through the purchase of catastrophe reinsurance coverage.

Social

•

Emphasis on Diversity and Inclusion: United Fire Group, Inc. adopted and published a Board-approved Diversity & Inclusion (“DEI”) policy in January 2022, coupled with a new D&I program to be seen overseen by a DE&I Council. ( http://ir.ufginsurance.com , by selecting Overview, then

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Governance Documents). The Council is actively engaged in hosting quarterly discovery sessions, which are succinct but powerful training modules on a variety of DE&I-related topics, paired with facilitated discussion.

•

Development of a Human Rights Policy : United Fire Group, Inc. adopted and published a Board-approved Human Rights policy in January 2022. ( http://ir.ufginsurance.com , by selecting Overview, then Governance Documents)

•

Creation of Employee Resource Groups : We established three employee resource groups (Multicultural, EPIC Women’s Forum, and Wellness), through which we offer education, events and opportunities for engagement.

•

Enhanced Employee Engagement Accountability : United Fire Group Inc. conducts quarterly Pulse engagement surveys designed to provide management with actionable insights into employee wellbeing and sense of inclusion. Summary results are publicized to employees via the Pulse Promise dashboard on the company intranet.

•

Focus on Flexible Work Arrangements: We offer employees flexible work arrangements, which allow them to work remotely, in the office, or a hybrid arrangement. We are committed to ensuring all employees enjoy a rich career journey with a strong sense of inclusiveness, regardless of where they work.

•

Expanded Wellness Offerings : We are committed to promoting the holistic wellness of all of our employees. We maintain wellness centers at most of our offices, as well as provide weekly wellness webinars, an enterprise-wide resiliency program, a wellness reward system for health insurance premium discounts, and access to virtual fitness, nutrition, and mindfulness classes.

•

Promotion of Human Capital at Board Level : The Audit, Compensation, Nominating & Governance, and Risk Committees of the Board revised their committee charters to formally acknowledge their oversight of ESG-matters. Additionally, in making those revisions, the Compensation Committee was renamed the Compensation and Human Capital Committee to reflect a broader oversight of employee matters than solely compensation. The Compensation and Human Capital Committee will oversee the Company’s policies, processes and practices relating to human capital matters, including but not limited to: (i) executive compensation, benefit policies and programs, (ii) executive development, (iii) talent management, (iv) workforce diversity, equity and inclusion programs, and (v) workplace environment and corporate culture.

Governance

•

Vendor Management : In selecting our vendors, we conduct due diligence on a number of risk factors prior to a vendor’s appointment. These considerations include, but are not limited to, each vendor’s financial stability; anti-money laundering, bribery and corruption compliance; economic sanctions compliance; business continuity arrangements; and assessment of the vendor’s operation against international best-practice standards for health and safety, environmental management, labor relations, human rights performance, diversity, and governance and accountability.

•

Board to Oversee ESG Initiatives : In February 2022, the Audit, Compensation and Human Capital, Nominating & Governance, and Risk Committees revised their respective Board Committee charters to incorporate Board committee oversight of relevant ESG-related matters, as described above.

For more information, refer to our website, www.unitedfiregroup.com under the heading “Investors” and then “Overview,” as well as under the heading “About UFG” and then “Corporate Responsibility.” Many of these ESG-related efforts are also discussed in our most recent Annual Report on Form 10-K.

Committees of the Board

The current membership of six standing committees of the Board of Directors is shown in the following table:

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Director Name

Audit
Committee

Compensation
and Human
Capital
Committee

Executive
Committee

Investment
Committee

Nominating
and
Governance
Committee

Risk
Management
Committee

Executive Director

Randy A. Ramlo

Independent Directors

John-Paul E. Besong

Scott L. Carlton

M, F

Brenda K. Clancy

C, F

Christopher R. Drahozal

Matt Foran

Mark Green

Lura E. McBride

George D. Milligan

James W. Noyce, Chairman of the Board

M, F

Mary K. Quass

Kyle D. Skogman, Vice Chair of the Board

Susan E. Voss

M = Member | C = Chair | F = Audit Committee Financial Expert.

Audit Committee

We have a separately designated standing Audit Committee, as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee is governed by a charter, which requires that each member of the Audit Committee be an independent director. All of the members of the Audit Committee are independent under the NASDAQ Listing Rules, applicable law and the applicable rules and regulations of the SEC, including Section 10A(m)(3) of the Exchange Act. The Board of Directors has determined that Messrs. Carlton and Noyce and Ms. Clancy each possess the skills necessary to qualify as audit committee financial experts as defined by Item 407(d)(5) of Regulation S-K under the Exchange Act.

The Audit Committee is directly responsible for the appointment, compensation and retention (or termination) of our independent registered public accounting firm. The Audit Committee is also responsible for oversight of our internal audit function. The Audit Committee seeks to maintain free and open communications between the directors, the independent registered public accounting firm, the internal auditor and management. Other duties consist of reviewing recommendations by the internal auditor and the independent registered public accounting firm on accounting matters and internal controls; advising the Board of Directors on the scope of audits; reviewing our annual Consolidated Financial Statements and the accounting standards and principles followed; and, if necessary, conducting independent inquiries. The Audit Committee also reviews policies, processes, and internal controls for collecting ESG data. The Audit Committee met four times during 2021, including one time in a joint session with the Risk Management Committee and one continuing education meeting.

Compensation and Human Capital Committee

All of the members of our Compensation and Human Capital Committee are independent under the NASDAQ Listing Rules, applicable law, and the applicable rules and regulations of the SEC, including Section 10C(a) of the Exchange Act. No Compensation and Human Capital Committee member is an employee or former employee of our Company, its subsidiaries or affiliates. With the exception of

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compensation for his or her service on the Board of Directors, no Compensation and Human Capital Committee member received any consulting, advisory, or other compensatory fee from us. No Compensation and Human Capital Committee member had any relationship that, in the opinion of the directors, would interfere with his or her exercise of independent judgment as a member of the committee.

Compensation and Human Capital Committee Interlocks and Insider Participation

During 2021, none of our executive officers served on the compensation committee (or its equivalent) or Board of Directors of another entity whose executive officer(s) served on our Board of Directors or Compensation and Human Capital Committee. No Compensation and Human Capital Committee member had any relationship requiring disclosure under the heading “Transactions with Related Persons” in this proxy statement.

Responsibilities and Authority

The role of the Compensation and Human Capital Committee is to assist the Board of Directors in satisfying its responsibilities relating to the compensation of our senior executive officers and directors as well as the review of our human capital management practices. The Compensation and Human Capital Committee oversees all aspects of the compensation of our executive officers and directors, including our director and management equity plans and deferred compensation plans, and other management incentive compensation programs. In overseeing those plans, the Compensation and Human Capital Committee may delegate authority to Company officers for day-to-day plan administration and interpretation. Management provides information to assist the committee regarding participation and award levels in the management plans. The Compensation and Human Capital Committee may not delegate authority for matters affecting the executive officers. The Compensation and Human Capital Committee’s primary processes with respect to compensation of our named executive officers can be found under the heading “Compensation Discussion and Analysis” in this proxy statement. During 2021, the Compensation and Human Capital Committee engaged the services of Frederic W. Cook & Co. (“FW Cook”) as its independent outside compensation consultant to provide advice on executive and director compensation matters. For a discussion of the specific services provided by FW Cook, see the Compensation Discussion and Analysis in this proxy statement. The Compensation and Human Capital also oversees the Company’s policies, processes and practices relating to human capital matters, such as executive development, talent management, workforce diversity, equity and inclusion programs, and workplace environment and corporate culture. The Compensation and Human Capital Committee met eight times during 2021.

Executive Committee

The Executive Committee meets during the intervals between Board of Directors’ meetings and has the right and authority to exercise the full powers of our Board of Directors, except where limited by law, or where responsibility and authority is reserved to the Board of Directors or vested in another committee of the Board of Directors. This committee also meets regularly with our Chief Executive Officer, participates with management in the development of our strategic initiatives, and monitors the implementation of these initiatives. In addition, the Executive Committee provides regular advice and counsel to management. The Executive Committee met four times during 2021.

Investment Committee

The Investment Committee develops and oversees the Investment Policies and Acquisition/Holding Investment Practices of the Company and its subsidiaries. In addition, it reviews the Company’s investments and the quality and performance of, and the risks related to, the Company’s investment portfolios. The Investment Committee meets regularly with our Chief Investment Officer and his staff. The Investment Committee met four times during 2021.

Nominating and Governance Committee

All of the members of our Nominating and Governance Committee are independent under the NASDAQ Listing Rules and the applicable rules and regulations of the SEC. The Nominating and Governance Committee is responsible for reviewing all director nominees, including incumbents, and

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making recommendations of nominees to the entire Board of Directors. The committee is also responsible for assessing and reporting on nominee qualifications, making assessments of director independence, identifying and reviewing related person transactions, and other matters, including director education and succession planning. The Nominating and Governance Committee also oversees and provides input regarding the Company’s policies, strategies, programs and any goals that may be established from time to time related to ESG matters, as well as any public disclosures relating thereto. The Nominating and Governance Committee met five times during 2021.

Risk Management Committee

For a description of responsibilities and activities of the Risk Management Committee, see “Risk Oversight by the Board of Directors” in this proxy statement. During 2021, the Risk Management Committee met four times as a committee, including one time in a joint session with the Audit Committee, as we believe that both committees should be involved in addressing our Company’s risks.

Director Nomination Process

The Nominating and Governance Committee has adopted a written policy with regard to the consideration of director candidates, including candidates recommended by shareholders. The Nominating and Governance Committee evaluates candidates recommended by shareholders in the same manner as it evaluates other candidates. The committee seeks candidates with the following minimum qualifications:

•

Each candidate must be prepared to represent the best interests of all of our shareholders and not just one particular constituency.

•

Each candidate must be an individual who has demonstrated integrity and ethics in the candidate’s personal, business, and professional life and has an established record of business and professional accomplishment.

•

Neither the candidate nor the candidate’s family members (as defined in the NASDAQ Listing Rules), affiliates or associates (as defined in Rule 405 promulgated under the Securities Act of 1933) shall have any material personal, financial, or professional interest in any present or potential competitor of ours.

•

Each candidate must, as a director, agree to participate fully in Board of Directors activities, including active membership on at least one Board committee and attendance at, and active participation in, meetings of the Board of Directors and the committee(s) of which he or she is a member and not have other personal, business or professional commitments that would interfere with or limit his or her ability to do so.

•

Our Articles of Incorporation require that every director is also a shareholder. Each candidate must be willing to make, and financially capable of making, an investment in Company Common Stock as required by the non-employee director stock ownership guidelines adopted by our Board of Directors.

The Nominating and Governance Committee considers it very desirable for candidates to possess the following qualities or skills:

•

Each candidate should contribute to the Board of Directors’ overall diversity, which is broadly construed to mean a variety of opinions, perspectives, personal experience, business experience, professional experience, and backgrounds (such as gender, race, and ethnicity), as well as other differentiating characteristics.

•

Each candidate should contribute positively to the existing chemistry and collaborative culture among the directors.

•

Each candidate should possess professional, business and personal experience and expertise relevant to the Company’s business. In this regard, the Nominating and Governance Committee will consider financial, management and business background, personal and educational background and experience, community leadership, independence and other qualifications, attributes and potential contributions.

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The Nominating and Governance Committee identifies and screens director candidates and makes its recommendations for directors to the Board of Directors. The Nominating and Governance Committee selects and recommends each candidate to the Board of Directors each year based on its assessment of, among other things:

•

the candidate’s personal qualifications as discussed above;

•

the past and potential contributions of our current directors, and the value of continuity and prior experience on our Board of Directors;

•

the need for a director to possess particular attributes or particular experience or expertise; and

•

other factors that it considers relevant, including any specific qualifications the Nominating and Governance Committee adopts from time to time.

At the Annual Meeting, Matthew Foran and Mark Green are standing for election by our shareholders for the first time. Shareholders are being asked to elect Matthew Foran as a Class B director for a term expiring in 2025 and Mark Green as a Class C Director to serve the remainder of a term expiring in 2024. Each of Mr. Foran and Mr. Green were originally identified as candidates to serve as directors by a third party search firm engaged by the Board of Directors.

Any shareholder may recommend a person to be considered as a candidate or nominate one or more persons for election as a director of our Company. A shareholder who desires to make such a recommendation must comply with the same requirements applicable to director nominations set forth in Sections 8 and 9 of Article I of our Bylaws. Our Board of Directors encourages shareholders who wish to recommend candidates to the Nominating and Governance Committee to send their recommendations in writing addressed to the Nominating and Governance Committee, United Fire Group, Inc., Attention: Corporate Secretary, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909 using the procedures discussed below.

Transactions with Related Persons

The Nominating and Governance Committee follows a written policy relating to transactions involving United Fire Group, Inc. and any “related person,” as that term is defined in Item 404 of Regulation S-K under the Exchange Act. The policy sets forth our position and procedures with respect to review and approval or ratification of related person transactions. A related person transaction is defined in Item 404 of Regulation S-K under the Exchange Act to mean any transaction or series of transactions with the Company in which any related person had, has or will have a direct or indirect material interest and the amount involved exceeds $120,000. The policy requires the Nominating and Governance Committee (or the Board of Directors upon referral by the Committee) to approve or ratify any related person transactions. Related person transactions are approved or ratified only if they are determined to be in, or not inconsistent with, United Fire Group, Inc.’s best interests. The following transactions are not considered related party transactions: compensation or employment relationships required to be disclosed pursuant to Item 402 of Regulation S-K; relationships that arise only due to that person’s position as a director of another entity or due to ownership of less than 10% of another entity, or both; standard insurance agency contracts, provided the agency contracts are on the same terms as are offered to agencies unrelated to us; and insurance products issued by us or a subsidiary to a related person, provided such products are issued on the same terms as such products are offered to the public.

Pursuant to the policy, the Nominating and Governance Committee gathers information from management and directors to determine what transactions it must review, coordinates with management to monitor for potential related person transactions, and reviews all transactions that could be considered to be a transaction with a related person. The Nominating and Governance Committee does not review transactions in the normal course of business unless the transaction involves an amount in excess of $120,000. Except for pre-approved transactions, the Nominating and Governance Committee reviews all transactions that are not in the ordinary course of business that would be required to be reported under Item 404 of Regulation S-K if the amount involved exceeded $120,000.

There were no related person transactions since the beginning of 2021 and there are no such currently proposed transactions.

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Communicating with the Board of Directors

United Fire Group, Inc. has adopted a process for communicating with our Board of Directors or individual directors. To communicate with our Board of Directors or individual directors regarding issues of concern to or about our Company, access our website, http://ir.ufginsurance.com , by selecting Investor Resources and then Concerns/ Complaints, call toll free by telephone at 1-877-256-1056, or write to our Audit Committee at United Fire Group, Inc., Attention: Audit Committee Chair — Confidential, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909. Our Chief Legal Officer and Corporate Secretary, Sarah E. Madsen, and Audit Committee Chair, Brenda K. Clancy, are responsible for reviewing and reporting such communications to our Board of Directors and individual directors. If requested, and to the extent possible, all communications with our Board of Directors are kept strictly confidential.

Shareholder Proposals and Director Nominations for the 2023 Annual Meeting

To be eligible for inclusion in the proxy materials for the annual meeting of shareholders in 2023 (the “2023 Annual Meeting”), a shareholder proposal must be received by our Corporate Secretary by the close of business on December 6, 2022. All proposals must comply with Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals must be delivered to our Corporate Secretary at United Fire Group, Inc., Attention: Corporate Secretary, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909.

Any shareholder proposal that is not submitted for inclusion in next year’s proxy statement under SEC Rule 14a-8, but is instead sought to be presented directly at our 2023 Annual Meeting, or any director nomination for our 2023 Annual Meeting, must be received at our principal executive offices no earlier than the close of business on December 19, 2022 and no later than the close of business on January 18, 2023. Proposals and nominations must be delivered to our Chairman at United Fire Group, Inc., Attention: Chairman of the Board, P.O. Box 73909, Cedar Rapids, Iowa 52407-3909.

According to our Articles of Incorporation, minority shareholders who collectively hold at least one-fifth of our outstanding Company Common Stock are entitled to nominate a proportionate number of directors as set forth in Article VII, Section 1(e) of our Articles of Incorporation. Shareholders nominating directors pursuant to this provision must also comply with the provisions of our Bylaws governing director nominations.

Other Matters

Management knows of no other matters that will be brought before the meeting, but if other matters properly come before the meeting, the persons named in the enclosed proxy, or their substitutes, will vote in accordance with their best judgment on such matters.

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PROPOSAL ONE — ELECTION OF DIRECTORS

Our Articles of Incorporation require that our Board of Directors be divided into three classes, A, B and C, with one class elected at each Annual Meeting. The Board of Directors must consist of no more than fifteen and no less than nine members, with the exact number fixed by the Board of Directors. The membership of our Board of Directors is currently fixed at 13, divided among three classes (Class A, Class B and Class C). Following the departure of Ms. Quass immediately after the Annual Meeting, the size of the Board of Directors will be reduced to 12 members, with four directors in each of Class A, B and C.

The four individuals identified as Class B directors and one Class C director, Mark Green, have, upon the recommendation of the Nominating and Governance Committee, been nominated for election to our Board of Directors at this year’s Annual Meeting.

Director Nominees

Directors (Class B) — Terms Expiring in 2022

		John-Paul E. Besong Age 68 Director since 2013				Mr. Besong has a strong technical, business and management background with a distinguished management career as an officer and information technology expert of a Fortune 500 company. Mr. Besong previously held the position of Senior Vice President of e-Business and Chief Information Officer for Rockwell Collins, a Fortune 500 company based in Cedar Rapids, Iowa, that provides aviation electronics for both commercial and military aircraft. He was appointed Senior Vice President and Chief Information Officer in 2003, serving until 2015. Since 2015, Mr. Besong has served as a director of QCR Holdings, Inc. of Moline, Illinois, a multi-bank holding company. Mr. Besong is a strong community supporter and member of various industry and community boards. He serves on the board of directors of Lean Aerospace Initiative (LAI), Junior Achievement of Eastern Iowa (Cedar Rapids Area), Mercy Medical Center, Iowa Public Television Foundation and Technology Association of Iowa (“TAI”) CIO Advisory Board, where he serves as a member and former chair of the executive board of TAI. Mr. Besong’s business background provides him with a very strong understanding of technological advances critical to the insurance industry. The Board of Directors believes that Mr. Besong’s qualifications to serve as director include his business acumen and distinguished management career as an officer and information technology expert of a Fortune 500 company.
		Matthew Foran Age 41 Director since 2022				Mr. Foran brings extensive experience in the insurance technology sector and investment experience to the Board of Directors. Mr. Foran is Co-Founder and President of Stoic Lane, Inc., a private equity holding company in Chicago, Illinois. Mr. Foran is also a Trustee of the American College of Financial Services, a private college focused on professional training for financial practitioners. From 2018 to April of 2021, he was Head of Alternative Distribution at The Hartford Insurance Group, an investment and insurance company. Mr. Foran’s background includes serving as leader of IVANS Marketplace at Applied Systems, an Insurance technology and software company, from 2015 to 2018, as a board member of GuideOne Insurance from 2015 to 2018; as Founder and CEO at EvoSure, LLC, an early InsurTech firm that was acquired by Applied Systems, from 2012 to 2015; as Director of Strategy and Operational Planning and Execution at Zurich North America from 2009 to 2012; and in a business development role at Marsh USA, Inc. from 2004 to 2009. Mr. Foran graduated from the University of Illinois with a degree in Economics.

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		James W. Noyce Age 66 Director since 2009				Mr. Noyce has a strong business, accounting and insurance industry background, with extensive public company experience. Before retiring, Mr. Noyce had nearly three decades of experience in the financial services industry, most recently as Chief Executive Officer and Director of FBL Financial Group, Inc. (“FBL”), an insurance holding company headquartered in West Des Moines, Iowa. While at FBL, Mr. Noyce served as Chief Executive Officer and Director (2007-2009), Chief Financial Officer (1996-2007), and Chief Administrative Officer (2002-2007). From January 2000 to July 2002 he was Executive Vice President and General Manager of the property casualty companies managed by FBL. Mr. Noyce began his employment with FBL and its affiliates in 1985. From January to May 2016, Mr. Noyce served as Interim CEO of the Greater Des Moines YMCA while the organization performed a search for a permanent CEO. Since 2009, Mr. Noyce has served as a director of West Bancorporation, Inc. of West Des Moines, Iowa, a bank holding company, and was named Board Chairman in April 2018. Mr. Noyce has held or still holds numerous professional certifications and designations including certified public accountant; Fellow, Casualty Actuarial Society; Associate, Society of Actuaries; Fellow, Life Management Institute; and Member, American Academy of Actuaries. He was named Outstanding CPA in Business and Industry by the Iowa Society of CPAs and was inducted into the American Institute of Certified Public Accountants’ Business and Industry Hall of Fame in 2007.
		Kyle D. Skogman Age 71 Director since 2000				Mr. Skogman possesses a strong business background with senior leadership experience. He served as President of Skogman Construction Co. of Iowa from 1990 to 2020, a company that specializes in residential construction and real estate sales, primarily in Cedar Rapids, Iowa. Skogman Homes built over 6,200 homes while Mr. Skogman served as President. He was inducted into the Cedar Rapids Area Homebuilders Association Hall of Fame in 2008. He serves on the Board of Directors of Mercy Medical Center in Cedar Rapids, Iowa. Mr. Skogman also serves on the Foundation Board of the Linn County Historical Society in Cedar Rapids, Iowa.

Directors (Class C) — Terms Expiring in 2024

Mark Green
Age 54
Director since 2022

Mr. Green is an Operating Partner at Vistria Group, a private equity firm in Chicago, Illinois. Mr. Green has an extensive background in the insurance sector with business development roles, as well as investment experience. Prior to joining Vistria Group in 2021, he served for five years at Kemper Corporation, as Executive Vice President of Business Development and Reinsurance, and Executive Vice President and President of Life and Health. From 2009 to 2016, Mr. Green gained valuable experience in various roles at Allstate Corporation, including as Vice President and Senior Vice President at Allstate Financial, President of Ivantage from 2013 to 2015, President of Allstate Dealer Services from 2014 to 2015, and President of Encompass Insurance Company from 2015 to 2016. Prior to joining Allstate, Mr. Green worked for various other companies in the insurance industry from 1995 to 2009. He holds a bachelor’s degree from Macalester College, and a Master of Business Administration degree from Columbia University.

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Vote Required and Board Recommendation

Directors in uncontested elections are elected by a majority vote of the shares, represented either in person or by proxy, and entitled to vote in the election at the Annual Meeting at which a quorum is present. In tabulating the voting results for the election of directors, “FOR” votes are counted in favor of the election of a director, and “AGAINST” votes are counted against the election of a director. Abstentions will have the same effect as a vote against the director.

The Board of Directors recommends a vote FOR the election to the Board of each of the five director
nominees identified in this proxy statement.

Continuing Directors

The following individuals are continuing members of our Board of Directors who are not up for election at the Annual Meeting.

Directors (Class A) — Terms Expiring in 2023

		Scott L. Carlton Age 53 Director since 2012				Mr. Carlton has a strong international business background and extensive experience within the finance and accounting functions in a global public company. He is currently the President of Tokai Carbon GE LLC, the US subsidiary of Tokai Carbon, a global leader in carbon-based materials, a position he has held since 2017. Prior to this position, Mr. Carlton was the President of SGL Carbon LLC (“SGL Carbon”) for 10 years, leading the U.S. companies of SGL Carbon, a leading worldwide manufacturer of carbon-based products. From 2002 until 2007, Mr. Carlton served as Vice President of Finance and Controlling for the largest business unit of SGL Carbon, and in that capacity was responsible for the controlling, finance and accounting functions. Since beginning his career with SGL Carbon in 1994, Mr. Carlton has worked in a variety of accounting and financial positions at various locations within and outside of the U.S. Mr. Carlton holds a bachelor’s degree in financial management, a masters of business administration degree and completed the Senior Executive Education Program at the London Business School. Mr. Carlton also has insurance experience on both a domestic and international scale. He is a director of the Carolinas chapter of the National Association of Corporate Directors (“NACD”) and is a registered NACD Governance Fellow. Mr. Carlton serves on the board of E4 Carolinas of Charlotte, North Carolina, as Treasurer. Mr. Carlton is a first cousin by marriage to Mr. Drahozal, another director of the Company.
		Brenda K. Clancy Age 67 Director since 2016				Ms. Clancy has a wealth of valuable experience in the insurance industry, having most recently served as the Global Chief Technology Officer for AEGON N.V. (“AEGON”) (2013-2016), which is a multinational life insurance, pensions and asset management company headquartered in The Hague, Netherlands. AEGON is a parent company of Transamerica Corporation, an American holding company for various life insurance companies and investment firms doing business primarily in the United States, offering life and supplemental health insurance, investments, and retirement services. Throughout her 40-year career with AEGON, Ms. Clancy held numerous financial leadership positions including President of Transamerica Life Insurance Company (2008-2016), Executive Vice President and Chief Operating Officer of Transamerica Life Insurance Company (2004-2008), Senior Vice President, Information & Finance and Treasurer of Life Investors Insurance Co. of America (1997-2004), and Vice President and Controller of Life Investors Insurance Co. of America (1992-1997). She was actively involved in all major acquisitions, strategy development, change initiatives and business integration. Ms. Clancy is currently a Director for UnityPoint Health, a nonprofit healthcare organization operating in Iowa, Illinois and Wisconsin.

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		Randy A. Ramlo Age 61 Director since 2008				Mr. Ramlo became our President and Chief Executive Officer in May 2007. He previously served as UFG’s Chief Operating Officer from May 2006 until May 2007, as Executive Vice President from May 2004 until May 2007, and as Vice President, Fidelity and Surety, from November 2001 until May 2004. He also worked as an underwriting manager in our Great Lakes region. Mr. Ramlo began his employment with us as an underwriter in 1984. As previously announced, Mr. Ramlo has notified the Company of his decision to retire. Mr. Ramlo will continue in his current role until a successor is named and intends to remain in a consulting role to the company during the transition process following the appointment of a new Chief Executive Officer. Mr. Ramlo’s anticipated retirement date from the Company is October 31, 2022, pending the successful completion of an executive search process for his successor.
		Susan E. Voss Age 66 Director since 2014				Ms. Voss brings regulatory and compliance expertise to the Board of Directors. Susan E. Voss joined American Enterprise Group, Inc. as its Vice President and General Counsel in November 2013. Headquartered in Des Moines, Iowa, American Enterprise Group provides personal and customized health and life insurance solutions for individuals, families and small business owners. In 2019, Voss became VP of Government Relations and retired December 31, 2019. Prior to joining American Enterprise Group, Inc., Ms. Voss had her own consulting firm in 2013, Voss Consulting, LLC, which provided consulting and expert witness services in the areas of insurance and financial product regulation and compliance issues. Before Voss Consulting, Ms. Voss worked in Iowa state government for 31 years, the last 20 of which were spent with the Iowa Insurance Division. In 2005 she was appointed by then-Governor Tom Vilsack to serve as Iowa Insurance Commissioner, a position she held until 2013. Ms. Voss was elected by her peers as an officer of the National Association of Insurance Commissioners (“NAIC”) in 2007 and served as its President in 2011. During her time as Iowa Insurance Commissioner and her tenure with the NAIC, Ms. Voss served on a number of NAIC committees including: Market Conduct and Regulation Committee (which she chaired from 2005 to 2006), the Principles-Based Reserving Working Group (which she chaired in 2012), International Insurance Committee (which she chaired in 2012), Life and Annuities Committee, Financial Condition Committee and Financial Regulation Standards and Accreditation Committee. Ms. Voss is also a member of the Board of Directors for NCCI-the National Council of Compensation Insurers and Everlake Life Insurance Company.

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Directors (Class C) — Terms Expiring in 2024

		Christopher R. Drahozal Age 60 Director since 1997				Mr. Drahozal is an internationally known scholar whose writing focuses on the law and economics of dispute resolution, particularly arbitration. Mr. Drahozal is the John M. Rounds Professor of Law at the University of Kansas School of Law in Lawrence, Kansas, where he has taught since 1994. During Fall 2015 and Fall 2018 he was the Mason Ladd Distinguished Visiting Professor of Law at the University of Iowa College of Law. He is on the Board of Directors of The McIntyre Foundation. From 2012 to 2016, Mr. Drahozal served as special advisor to the Consumer Financial Protection Bureau, a government agency headquartered in Washington, D.C., on matters related to the use of arbitration clauses in consumer financial services contracts. Prior to teaching, Mr. Drahozal was in private law practice in Washington, D.C., and served as a law clerk for the Iran-U.S. Claims Tribunal, the United States Court of Appeals for the Fifth Circuit and the United States Supreme Court. Mr. Drahozal is a first cousin by marriage to Mr. Carlton, another director of the Company.
		Lura E. McBride Age 50 Director since 2021				Ms. McBride has focused her career on building strong teams through exceptional leadership and a high performing culture to create lasting value for customers, supplier partners, communities, and owners. She is the President & CEO at Van Meter Inc. (“Van Meter”), a one-hundred percent employee-owned electrical and automation distributor, a position she has held since 2016. She previously served as Chief Operating Officer since 2010 and the Vice President of Organizational Effectiveness since 2008. She has responsibility for the overall vision, direction and growth strategy of Van Meter, employing 800 employee-owners in 25 locations across Iowa, Nebraska, Kansas, Minnesota, Wisconsin, Alabama and Virginia. She serves on the Van Meter Board of Directors and the National Association of Electrical Distributors Foundation Board (NAED). Prior to joining Van Meter in 2008, she worked for almost 15 years at Accenture, a global management consulting company based out of Chicago, Illinois. Her work experiences were in the areas of Systems Integration, Change Management, Human Performance, Knowledge Management, Business Process Design and Program Management. Ms. McBride graduated from University of Iowa with a business degree in the fields of Finance and Marketing. In the community, Ms. McBride serves on various boards and committees including The Tippie School of Business Advisory Board, Tanager Place, The Hall-Perrine Foundation and Unity Point St. Luke’s Hospital.
		George D. Milligan Age 65 Director since 1999				Mr. Milligan has a strong business background, with service since 1985 as President of The Graham Group, Inc., of Des Moines, Iowa. The Graham Group, Inc. consists of a real estate firm specializing in developing office buildings and a construction firm specializing in constructing hospital facilities. Since 2005, Mr. Milligan has also served as a director of West Bancorporation, Inc. of West Des Moines, Iowa, a bank holding company. Mr. Milligan serves as a director on the loan committee and nominating and governance committee of the West Bancorporation, Inc. Board of Directors. Mr. Milligan previously served as director of Allied Life Insurance Company. Mr. Milligan is a long-time community leader and supporter, being active with the Boy Scouts of America, the Dowling Foundation, and the Variety Club of Iowa.

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Director Not Standing for Reelection

Mary K. Quass
Age 72
Director since 1998

Ms. Quass has a very strong understanding of the insurance industry in general and our business operations in particular due to her long-standing service on our Board of Directors. Ms. Quass is President and Chief Executive Officer of NRG Media, LLC, headquartered in Cedar Rapids, Iowa, a position that she has held since 2005. NRG Media, LLC is a broadcast group consisting of 42 analog radio stations and 20 digital streaming radio stations in the Midwest. Ms. Quass also served on the board of directors for Van Meter Inc., a distributor of electrical and mechanical supplies, services and solutions in Cedar Rapids, Iowa, and the Cedar Rapids, Iowa, region of U.S. Bank. Ms. Quass’ service extends to community boards as Chair for Mercy Medical Center in Cedar Rapids, Iowa and Trustee of United Way East Central Iowa. Ms. Quass is involved in professional organizations including service on the Board of Directors and Executive Committee of the National Association of Broadcasters and the Radio Advertising Bureau Executive Committee, and as Treasurer of the QMac IBA Foundation and past Chair of the Iowa Broadcasters Association. Ms. Quass has been recognized by the broadcast industry as one of the 40 Most Powerful Broadcasters (2005-2010). In 2017, Ms. Quass was recognized by the Radio Industry, receiving the Radio Wayne “Americas Best Broadcaster Award” and MIW Trailblazer Award given to Outstanding Women leaders. In 2019, Ms. Quass received the National Association of Broadcasters National Radio Award.

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PROPOSAL TWO — RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Information About Our Independent Registered Public Accounting Firm

The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for 2022 and has directed that management submit the selection of the independent registered public accounting firm to shareholders for ratification at the Annual Meeting. Ernst & Young LLP has served as our independent registered public accounting firm since 2002. Representatives from Ernst & Young LLP will attend the Annual Meeting, will have the opportunity to make a statement if they wish to do so, and will be available to respond to appropriate shareholder questions. Although shareholder ratification of the appointment of our independent registered public accounting firm is not required by our Articles of Incorporation, Bylaws or otherwise, the Board of Directors is seeking ratification as a matter of good corporate governance. The Audit Committee will consider the outcome of this vote in future deliberations regarding the appointment of our independent registered public accounting firm.

Fees Billed to United Fire Group, Inc. During 2021 and 2020

The following table represents the total fees billed for services rendered to us by Ernst & Young LLP for the fiscal years ended December 31, 2021, and December 31, 2020, respectively:

Services	2021 Fees ($)		2020 Fees ($)
Audit (1)		1,277,000		1,345,000
Audit-Related (2)		—		—
Tax (3)		231,215		118,240
All Other		—		—
Total Fees		1,508,215		1,463,240

(1)

Audit Fees . “Audit” fees consist of fees for professional services rendered for the audit of United Fire Group, Inc.’s Consolidated Financial Statements and internal control over financial reporting, review of the interim Consolidated Financial Statements included in quarterly reports, services that are normally provided by the independent registered public accounting firm in connection with statutory or regulatory filings or engagements, and services that generally only the independent registered public accounting firm can reasonably provide.

(2)

Audit-Related Fees . “Audit-Related” fees consist of fees for assurance and related services that are traditionally performed by the independent registered public accounting firm and are reasonably related to the performance of the audit or the review of our financial statements, but are not reported as “Audit” fees.

(3)

Tax Fees . Tax fees billed to us by Ernst & Young LLP in 2021 and 2020 related to tax compliance, tax advice, or tax planning services rendered to us.

Audit Committee Pre-Approval

The Audit Committee of our Board of Directors is governed by a charter that requires the Audit Committee to appoint, evaluate, and oversee our independent registered public accounting firm. As part of its responsibilities, the Audit Committee reviews and approves the provision of all audit and non-audit services for the purpose of assuring the independence of our independent auditors. The Audit Committee pre-approved all of the services provided and the fees charged by Ernst & Young LLP during 2021 and 2020.

Vote Required and Board Recommendation

Ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022 requires the affirmative vote of a majority of the votes cast on

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this proposal. In tabulating the voting results for the ratification of the appointment of Ernst & Young LLP, abstentions will not affect the voting results on this proposal because only “FOR” and “AGAINST” votes are counted as votes cast.

The Audit Committee and the Board of Directors recommend a vote FOR ratification of the Audit Committee’s appointment of Ernst & Young LLP as United Fire Group, Inc.’s independent registered public accounting firm for 2022.

Report of the Audit Committee*

February 2022

The Audit Committee reviews United Fire Group, Inc.’s financial reporting process on behalf of the Board of Directors. Management has primary responsibility for the financial statements and the reporting process, including the system of internal controls. In accordance with standards established by the Public Company Accounting Oversight Board (United States), Ernst & Young LLP, our independent registered public accounting firm, is responsible for performing an audit of United Fire Group, Inc.’s Consolidated Financial Statements, assessing the effectiveness of United Fire Group, Inc.’s internal control over financial reporting and issuing reports thereon. The Audit Committee monitors these processes. The Audit Committee consists entirely of independent directors and operates pursuant to a charter adopted by it and by the Board of Directors. The Audit Committee met four times during 2021, including one time in a joint session with the Risk Management Committee and one continuing education meeting.

The Audit Committee has:

•

reviewed and discussed the audited Consolidated Financial Statements with management;

•

discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC;

•

received from Ernst & Young LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence; and

•

discussed with the independent auditors, the auditors’ independence.

The Audit Committee has discussed with United Fire Group, Inc.’s internal auditor and with Ernst & Young LLP the overall scope and plans for their respective audits. The Audit Committee met with the internal auditor and Ernst & Young LLP both with and without management present, to discuss the results of their examinations, the evaluations of United Fire Group, Inc.’s internal controls and the overall quality of United Fire Group, Inc.’s financial reporting process.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited Consolidated Financial Statements be included in United Fire Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the Securities and Exchange Commission. The Audit Committee appointed Ernst & Young LLP as United Fire Group, Inc.’s independent registered public accounting firm for the year ending December 31, 2022 and recommends that the shareholders ratify the appointment.

Brenda K. Clancy, Chair
Kyle D. Skogman
John-Paul E. Besong
Scott L. Carlton
Christopher R. Drahozal
George D. Milligan
James W. Noyce

This Report of the Audit Committee is not “soliciting material” and is not deemed “filed” with the SEC. The incorporation by reference of this proxy statement into any document filed with the SEC by the Company shall not be deemed to include this report unless such report is specifically stated to be incorporated by reference into such document.

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PROPOSAL THREE — SHAREHOLDER ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

Say-On-Pay Advisory Vote

As required pursuant to Section 14A of the Exchange Act, shareholders have the opportunity to vote, on a non-binding advisory basis, on the compensation of our named executive officers (“Say-on-Pay Vote”). Our Board of Directors is committed to corporate governance best practices and recognizes the interest of shareholders in executive compensation matters. Although the vote is advisory and is not binding on the Board of Directors, the Compensation and Human Capital Committee will review the voting results and consider the constructive feedback obtained through the shareholder advisory vote in making decisions about future compensation arrangements for our named executive officers.

Based on the voting results of the 2017 Annual Meeting with respect to the frequency of future Say-on-Pay votes, the Board had decided to include a Say-on-Pay vote in our proxy statement on an annual basis until the next required advisory vote on the frequency of future Say-on-Pay votes.

As discussed in the “Compensation Discussion and Analysis” in this proxy statement, the Board of Directors believes that our current executive compensation program directly links executive compensation to our Company’s performance and aligns the interests of our named executive officers with those of our shareholders. For example:

•

Our executive compensation program encourages executive decision-making that is aligned with the long-term interests of our shareholders;

•

Bonuses and performance stock unit awards for named executive officers are tied to specific performance goals;

•

We encourage long-term stock ownership by our executive officers with award features such as time-based vesting;

•

We have adopted stock ownership guidelines for our executive officers; and

•

Our compensation uses a balance of short- and long-term performance metrics to encourage the efficient management of our business and minimize excessive risk-taking.

The Board of Directors believes that United Fire Group, Inc.’s executive compensation program is designed to meet the objectives discussed in the “Compensation Discussion and Analysis” section of this proxy statement. Accordingly, the Board recommends that shareholders vote in favor of the following resolution: “RESOLVED, that the compensation paid to United Fire Group, Inc.’s named executive officers as described in the proxy statement under Executive Compensation, including the Compensation Discussion and Analysis section, the compensation tables and other narrative disclosure, contained therein, is hereby APPROVED.”

Vote Required and Board Recommendation

Approval of the resolution regarding the compensation of our named executive officers requires the affirmative vote of a majority of the votes cast on this proposal. In tabulating the voting results for the resolution regarding executive compensation, abstentions will not affect the voting results on this proposal because only “FOR” and “AGAINST” votes are counted as votes cast.

The Board of Directors recommends a vote FOR the approval, on an advisory basis, of the compensation of our named executive officers.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of the Record Date, with respect to persons known to us to beneficially own more than five percent of the Company Common Stock, based solely on our review of filings with the SEC pursuant to Section 13(d) or 13(g) of the Exchange Act. Except as otherwise indicated, each of the shareholders listed in the following table has sole voting and dispositive power over the shares of common stock beneficially owned:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		(#)		Percent of Class
Common	BlackRock, Inc. 55 East 52nd St New York, NY 10055		3,537,605		(1 )		14.1 %
Common	Dee Ann McIntyre 1218 Bishops Lodge Rd Santa Fe, NY 87501-1099		2,997,102		(2 )		11.9 %
Common	The Vanguard Group 100 Vanguard Blvd Malvern, PA 19355		2,476,134		(3 )		9.9 %
Common	EARNEST Partners, LLC 1180 Peachtree St NE, Ste 2300 Atlanta, GA 30309		1,793,931		(4 )		7.1 %
Common	Dimensional Fund Advisors LP 6300 Bee Cave Rd, Building One Austin, TX 78746		1,554,141		(5 )		6.2 %

(1)

Based on a Schedule 13G (Amendment No. 1) filed with the SEC on January 27, 2022, the number of securities beneficially owned by BlackRock, Inc. as of December 31, 2021 includes: 3,483,683 shares for which it holds sole voting power and 3,537,605 shares for which it holds sole dispositive power.

(2)

Based on a Schedule 13G (Amendment No. 7) filed with the SEC on February 14, 2019, the number of securities beneficially owned by Mrs. McIntyre as of December 31, 2018 includes: 2,525,239 shares for which Mrs. McIntyre holds sole voting and dispositive power, and 471,863 shares for which Mrs. McIntyre holds shared voting and dispositive power.

(3)

Based on a Schedule 13G (Amendment No. 7) filed with the SEC on February 10, 2022, the number of securities beneficially owned by The Vanguard Group as of December 31, 2021 includes: 16,995 shares for which is holds shared voting power, 2,442,356 shares for which it holds sole dispositive power and 33,778 shares for which it holds shared dispositive power.

(4)

Based on a Schedule 13G (Amendment No. 20) filed with the SEC on February 11, 2022, the number of securities beneficially owned by EARNEST Partners, LLC as of December 31, 2021 includes: 1,259,107 shares for which it holds sole voting power and 1,793,931 shares for which it holds sole dispositive power.

(5)

Based on a Schedule 13G (Amendment No. 13) filed with the SEC on February 8, 2022, the number of securities beneficially owned by Dimensional Fund Advisors LP (“Dimensional”) through various funds and accounts as of December 31, 2021 includes: 1,518,253 shares for which it holds sole voting power and 1,554,141 shares for which it holds sole dispositive power. Dimensional disclaims beneficial ownership of such securities.

Security Ownership of Management

The following table sets forth certain information regarding the beneficial ownership of our Company Common Stock as of the Record Date, with respect to each of our directors, director nominees, named executive officers and all of our directors and executive officers as a group. Except as otherwise indicated, each of the shareholders listed in the following table has sole voting and dispositive power over the shares beneficially owned:

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Name of Beneficial Owner

Amount and Nature of
Beneficial Ownership (#) (1)

Percent of Common Stock
Outstanding (%)

John-Paul E. Besong

14,898.5616 (2)

Scott L. Carlton

221,098 (3)

Robert F. Cataldo

17,396 (4)

Brenda K. Clancy

8,308.3296 (5)

Christopher R. Drahozal

816,858 (6)

3.25

Matthew Foran

0 (7)

Mark Green

0 (8)

Dawn M. Jaffray

13,599 (9)

Lura E. McBride

4,199 (10)

George D. Milligan

48,792.965454 (11)

James W. Noyce

18,554 (12)

Randy L. Patten

3,242.521285 (13)

Mary K. Quass

22,181 (14)

Randy A. Ramlo

103,764.7969 (15)

Kyle D. Skogman

40,667 (16)

Susan E. Voss

12,375.876572 (17)

Michael T. Wilkins

59,486.813 (18)

Micah Woolstenhulme

29,596 (19)

All directors and executive officers as a group

1,435,017.86

5.71

Represents less than 1% of the issued and outstanding shares of Company Common Stock as of March 21, 2022.

(1)

The inclusion in this table of any shares shown as beneficially owned does not constitute admission of beneficial ownership. None of the shares disclosed in the table are pledged as security. In computing the number of shares of Company Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares Company Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days from March 21, 2022, and Company Common Stock issuable upon the vesting of restricted stock units (“RSU”) within 60 days from March 21, 2022, to be outstanding. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

(2)

Includes 14,898.5616 shares owned individually by Mr. Besong and stock options for 1,755shares that are exercisable by Mr. Besong on or before 60 days from March 21, 2022.

(3)

Includes 174,576 shares owned individually by Mr. Carlton and 46,522 shares owned in accounts for the benefit of Mr. Carlton’s children.

(4)

Includes 17,396 shares owned individually by Mr. Cataldo, stock options for 14,866 shares that are exercisable by Mr. Cataldo on or before 60 days from March 21, 2022.

(5)

Includes 8,308.3296 shares owned individually by Ms. Clancy.

(6)

Includes 1,851 shares owned individually by Mr. Drahozal, 33,160 shares owned by a revocable trust FBO Mr. Drahozal, 0 shares owned individually by Mr. Drahozal’s wife, 243,086 shares owned by a revocable trust FBO Mr. Drahozal’s wife,0 shares owned in accounts for the benefit of Mr. Drahozal’s children, 471,863 shares owned by The McIntyre Foundation, of which Mr. Drahozal and his wife serve as directors, and 66,898 shares owned by the J. Scott McIntyre Trust FBO the Kaye Drahozal Family, of which Mr. Drahozal and his wife serve as co-trustees.

(7)

Mr. Foran does not yet individually own any shares.

(8)

Mr. Green does not yet individually own any shares.

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(9)

Ms. Jaffray, our former Executive Vice President and Chief Financial Officer departed the Company on October 10, 2021.

(10)

Includes 4,199 shares owned by Ms. McBride individually.

(11)

Includes 48,792.965454 shares owned individually by Mr. Milligan and stock options for 1,755 shares that are exercisable by Mr. Milligan on or before 60 days from March 21, 2022.

(12)

Includes 17,054 shares owned individually by Mr. Noyce, 1,500 shares held in a trust account for Mr. Noyce’s wife, and stock options for 3,900 shares that are exercisable by Mr. Noyce on or before 60 days from March 21, 2022.

(13)

Includes 1,162 shares owned individually by Mr. Patten, 31.446 shares owned by a Company 401(k) account for Mr. Patten’s benefit 1,437.075285 shares owned individually by Mr. Patten’s wife, 612 owned in accounts for the benefit of Mr. Patten’s children stock options for 500 shares that are exercisable by Mr. Patten on or before 60 days from March 21, 2022

(14)

Includes 22,181 shares owned individually by Ms. Quass and stock options for 3,900shares that are exercisable by Ms. Quass on or before 60 days from March 21, 2022.

(15)

Includes 99,879.1730 shares owned individually by Mr. Ramlo, 1,524.918 shares owned individually by Mr. Ramlo’s wife, 2,420.706 shares owned by a Company 401(k) account for Mr. Ramlo’s benefit; stock options for 230,002 shares that are exercisable by Mr. Ramlo on or before 60 days from March 21, 2022.

(16)

Includes 35,017 shares owned individually by Mr. Skogman, 5,650 shares owned by Mr. Skogman’s wife, and stock options for 3,900 shares that are exercisable by Mr. Skogman on or before 60 days from March 21, 2022.

(17)

Includes 12,275.876572 shares owned individually by Ms. Voss, and 100 shares owned by Ms. Voss’s husband.

(18)

Includes 56,413 shares owned individually by Mr. Wilkins, 3,073.813 shares held in a Company 401(k) account for Mr. Wilkins’s benefit, stock options for 103,841 shares that are exercisable by Mr. Wilkins on or before 60 days from March 21, 2022.

(19)

Includes 27,596 shares owned individually by Mr. Woolstenhulme, 2,000 shares owned individually by Mr. Woolstenhulme’s wife; stock options for 2,863 shares that are exercisable by Mr. Woolstenhulme on or before 60 days from March 21, 2022.

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EQUITY COMPENSATION PLAN INFORMATION

The United Fire Group, Inc. Stock Plan authorizes the Board of Directors to grant stock options and other stock awards to employees of the Company or its subsidiaries and affiliates, with 4,050,000 shares initially reserved for such awards and 1,317,819 shares remaining available for future issuance at December 31, 2021.

The 2005 Non-Qualified Non-Employee Director Stock Option and Restricted Stock Plan authorizes the Board of Directors to grant stock options and restricted stock to non-employee directors, with 450,000 shares initially reserved for such awards and 144,352 shares remaining available for future issuance at December 31, 2021.

The following table shows information, as of December 31, 2021, regarding shares of Company Common Stock authorized for issuance under our equity compensation plans.

Equity Compensation Plan Information

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) (a)		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights’ ($) (b) (1)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c)
Equity Compensation Plans Approved by Security Holders		1,065,507 (2)		36.71		1,462,171 (3)
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total		1,065,507				1,462,171

(1)

The weighted-average exercise price is calculated based solely on the exercise prices of outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding PSUs or RSUs that have no exercise price.

(2)

Includes 862,688 stock options, 113,863 RSUs, and 88,956 PSUs (assuming probable achievement estimated as of December 31, 2021).

(3)

Includes 1,317,819 shares available for issuance under the United Fire Group, Inc. Stock Plan and 144,352 shares available for issuance under the 2005 Non-Qualified Non-Employee Director Stock Option and Restricted Stock Plan.

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DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities (collectively “Reporting Persons”) to file initial reports of ownership and reports of changes in ownership of Company Common Stock and other equity securities with the SEC. SEC regulations require us to identify in this proxy statement any Reporting Person who failed to timely file a report during the most recent calendar year. Based solely on our review of copies of reports filed under Section 16(a) and written representations made to us by Reporting Persons, we believe that all applicable filing requirements were complied with for the fiscal year ended December 31, 2021, other than the following: A delayed Form 3 for Randy Patten filed on October 7, 2021 and a delayed Form 3 filed for Kevin Helbing on December 21, 2021.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Committee of our Board of Directors is responsible for developing the philosophy and structure of the compensation program for our named executive officers and recommends compensation levels to our Board of Directors for approval. This Compensation Discussion and Analysis provides an overview of our executive compensation program for 2021 and our executive compensation philosophy and structure.

Our name executive officers for 2021 are:

•

Randy A. Ramlo, President/Chief Executive Officer;

•

Michael T. Wilkins, Executive Vice President/Chief Operating Officer;

•

Randy L. Patten, Assistant Vice President/Controller/Interim Co-Chief Financial Officer;

•

Robert F. Cataldo, Vice President/Chief Investment and Strategy Officer;

•

Micah Woolstenhulme, Vice President/Chief Risk Officer; and

•

Dawn M. Jaffray, Former Senior Vice President/Chief Financial Officer.

Consideration of Say-on-Pay Results

In 2021, approximately 98% of our shareholders who voted on the “say-on-pay” proposal at our 2021 Annual Meeting approved the compensation of our named executive officers as described in our 2021 proxy statement. The Compensation Committee carefully considered the results of this advisory, non-binding shareholder vote and did not implement any changes to the compensation programs for our named executive officers as a result of the shareholder vote.

Compensation and Benefits Philosophy

When determining the compensation levels for our named executive officers, the Compensation Committee considers the following principles:

•

Performance . The Compensation Committee has tied the compensation of our named executive officers to the Company’s achievement of pre-established performance goals. The Compensation Committee considers the individual’s contribution to Company performance and, where applicable, to the performance of his or her functional area. The Compensation Committee and Board of Directors believe that tying each named executive officer’s compensation to the achievement of pre-established performance goals creates an incentive for the executive to achieve the Company’s objectives and further align his or her interests with our shareholders.

•

Fairness and Reasonableness . We strive to provide compensation and benefit programs that are fair and competitive with our industry peers, while reasonably rewarding our named executive officers for their service relative to performance.

•

Cost . We strive to provide appropriate incentives and motivation to our named executive officers that will continue to increase value to our shareholders by designing compensation programs that we believe are cost- effective and affordable.

Benchmarking

The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as an independent compensation consultant to assist it in analyzing our comparison group and evaluating the competitiveness and design of our compensation program for our named executive officers. The Compensation Committee used FW Cook’s Top Officer Competitive Compensation Analysis (“Analysis”) to evaluate the reasonableness of 2021 salary recommendations for our named executive officers. As described below, FW Cook’s Analysis used both comparison group data and published survey data. The Compensation Committee identified the 17-company comparison group noted below to evaluate 2021 compensation decisions, based upon the recommendations of FW Cook.

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Companies included in the comparison group met the following criteria:

•

Industry group: property and casualty, and multi-line insurance carriers;

•

Revenues between $100 million and $5 billion;

•

Market capitalization between $100 million and $5 billion; and

•

Meets one of the following criteria: (a) prior comparison company; (b) included in the Institutional Shareholder Services (“ISS”) peer group in its 2020 proxy analysis; (c) names United Fire Group, Inc. as a comparison company; or (d) earns a majority of its revenues from direct written premiums rather than from reinsurance.

The following 17 companies were included in the 2021 comparison group used to assist the Compensation Committee with evaluating 2021 compensation decisions. This was the same peer group that was used to evaluate 2020 compensation decisions except for the removal of EMC Insurance and Navigators due to their being acquired in 2019 and the addition of ProSight Global in order to position the Company closer to the overall peer group median.

2021 Comparison Group

	• Ambac Financial Group, Inc.			• ProSight Global
	• Amerisafe, Inc.			• RLI Corporation
	• Argo Group International Holdings Ltd			• Safety Insurance Group Inc.
	• Donegal Group Inc.			• Selective Insurance Group Inc.
	• Employers Holdings Inc			• State Auto Financial Corporation
	• Global Indemnity Limited			• Stewart Information Services Corporation
	• Horace Mann Educators Corporation			• United Insurance Holdings Corporation
	• Kemper Corporation			• Universal Insurance Holdings, Inc.
	• ProAssurance Corporation

In addition to comparison group data, the FW Cook Analysis also utilized data from Ward Group ® Property & Casualty Insurance — US Survey, a published third-party compensation survey in which the Company participates.

FW Cook’s Analysis compared the total direct compensation of our named executive officers to the average of median market data from the comparison group and the industry survey data. While the Compensation Committee reviewed FW Cook’s Analysis to evaluate the market competitiveness of the executive compensation program, the Compensation Committee also considered a number of other factors in evaluating the 2021 overall compensation of our named executive officers. These other factors included: (a) the Company’s recent performance; (b) the executive’s experience, responsibilities and role in Company culture; (c) our existing compensation structure; and (d) the relationship in compensation between our named executive officers and our other employees.

In 2021, the Compensation Committee determined to modify the peer group to be used to evaluate 2022 compensation decisions to remove Kemper Corporation and Ambac Financial Group, Inc. due to the disparity in size between them and the Company. The Compensation Committee also added Heritage Insurance to the peer group for 2022 in order to better position the Company as compared to the composite company size median in the peer group, maintain the statistical validity of the peer group and because Heritage Insurance included the Company in its own peer group used to evaluate executive compensation decisions.

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Risk Considerations

We believe that the design and objectives of our compensation program for named executive officers provides an appropriate balance of fixed compensation (base salary) and at-risk compensation (incentives). Total direct compensation of our named executive officers is intended to provide a balanced program that encourages the named executive officers to take appropriate risks aimed at improving Company performance and enhancing long-term shareholder value, while avoiding inappropriate risks. In this regard, our compensation program for named executive officers includes, among other things, the following design features:

•

a balanced mix of cash-based and equity-based compensation;

•

a balanced mix of short-term and long-term incentives;

•

variable compensation based on a variety of performance goals;

•

threshold performance goals that must be achieved to earn incentives;

•

time-based vesting requirements for equity-based compensation; and

•

stock ownership guidelines.

After reviewing our Company’s compensation plans applicable to all employees, we have determined that none of these plans create risks that would have a material adverse effect on the Company.

Annual Compensation Process

Role of Management

Our Chief Executive Officer has a role in determining the compensation of named executive officers other than his own. Guided by the principles discussed under Compensation and Benefits Philosophy, our Chief Executive Officer:

•

facilitates the collection and compilation of data for consideration by the Compensation Committee;

•

identifies appropriate performance measures and recommends to the Compensation Committee performance goals that the Compensation Committee may consider to determine short-term and long-term incentive awards; and

•

develops compensation recommendations for each named executive officer position other than his own.

Role of the Compensation Committee and Board of Directors

The Compensation Committee refer to the principles discussed under Compensation and Benefits Philosophy to guide it in determining and implementing compensation programs for our named executive officers. For named executive officers other than our Chief Executive Officer, the Compensation Committee receives and reviews Mr. Ramlo’s recommendations as described above and makes recommendations to the full Board of Directors. The full Board of Directors then acts on these recommendations to set the compensation of our named executive officers.

The Compensation Committee takes the following steps to approve the compensation of our Chief Executive Officer:

•

The Compensation Committee identifies appropriate performance measures.

•

The Compensation Committee considers the compensation principles discussed under the heading Compensation and Benefits Philosophy as well as each of the Company’s compensation elements, and reviews market data and recommendations from the executive compensation study prepared by FW Cook. Based on that consideration and review, it annually recommends to the Board of Directors the base salary, annual incentive compensation and long-term incentive awards for our Chief Executive Officer. The Board of Directors reviews and considers the proposals of the Compensation Committee and makes its final determination based on what it believes to be in the interests of the Company and our shareholders.

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Role of Independent Consultants

Under its charter, the Compensation Committee, in its sole discretion, has the authority, resources and funds necessary to retain or obtain the advice of outside advisers, including independent compensation advisers, legal counsel and other advisers and experts. Prior to retaining or obtaining advice from such outside advisers, the committee evaluates their independence by reference to the NASDAQ Listing Rules.

During 2021, the Compensation Committee engaged FW Cook to advise it on compensation matters for our named executive officers. FW Cook reported directly to the Compensation Committee and provided services related to named executive officer compensation. Although particular assignments may vary, compensation consultant engagements by the Compensation Committee have generally included:

•

reviewing and advising on all principal aspects of compensation for our named executive officers, including base salaries, equity awards and annual incentive plan awards for our named executive officers;

•

reviewing and advising the Compensation Committee on compensation for our non-employee directors; and

•

providing advice and input to the Compensation Committee on the identification and selection of appropriate peer companies.

Compensation Consultant Independence

The Compensation Committee carefully considers the independence of the consultants it hires prior to engagement. To maintain the independence of the compensation consultant, the Compensation Committee has the sole authority to retain or terminate FW Cook. In connection with its engagement of FW Cook, the Committee considers various factors bearing upon FW Cook’s independence including, but not limited to, the amount of fees received by FW Cook from the Company as a percentage of FW Cook’s total revenue, FW Cook’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship with a member of the Compensation Committee or management that could impact FW Cook’s independence. After reviewing these and other factors, the Committee determined that FW Cook was independent and that its engagement did not present any conflicts of interest.

Elements of Compensation

We compensate our named executive officers using direct compensation and Company-sponsored benefit plans. As direct compensation, we pay competitive base salaries and performance-based cash and equity awards. Our named executive officers participate in Company-sponsored health and welfare benefit plans available generally to all salaried employees of the Company. In addition, we provide nonqualified deferred compensation plans and limited perquisites to our named executive officers as discussed below. Due to Mr. Patten’s role as Assistant Vice President/ Controller/Interim Co-Chief Financial Officer, Mr. Patten does not participate in our standard executive program and, instead, participates in our compensation program applicable to similarly situated non-executive officers.

Total Direct Compensation

During 2021, total direct compensation consisted of: (a) base salary; (b) annual performance-based cash awards; and (c) long-term equity-based awards. We pay these elements of direct compensation because we believe:

•

a fair, reasonable and competitive base salary is essential to attract and retain talented executives;

•

annual performance-based cash awards recognize and reward the named executive officer’s role in overall Company performance; and

•

equity-based compensation helps our named executive officers to “think like owners” and, therefore, aligns their interests with those of our shareholders.

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Elements of Compensation

Element

Type

Form

Period

Purpose

Annual Base Salary

Fixed

Cash

Ongoing

Attract and retain; recognize individual performance

Annual Incentive Plan (“LTIP)

Variable

Cash

1 year

Short-term company performance

Long Term Incentive Plan

Stock Options based

3-year pro rata

Shareholder alignment, long-term value creation and retention; represents 25% of total award opportunity

RSUs

3-year cliff

PSUs forman-based

3-year cliff

Shareholder alignment, long-term value creation and retention; represents 25% of total award opportunity

The mix of the total direct compensation for the CEO and, on average, for the other NEOs are shown below. The charts outline the size, in percentage terms, of each element of targeted total direct compensation at the date of grant. Because this table illustrates targeted total direct compensation for our executive compensation program, it excludes Mr. Patten’s compensation as well as a retention award granted to Mr. Woolstenhulme in May 2021 and which is described further below.

2021 Compensation Mix at Target

	CEO			Other NEOs

Annual Base Salary

We establish base salary levels to recruit and retain experienced executives who can help us achieve our business goals. We determine a named executive officer’s initial base salary level by considering a variety of factors, including the executive’s experience and responsibilities, our existing compensation structure, comparison group benchmarking and the executive’s role in maintaining a culture that values our employees. The CEO annually recommends to the Compensation Committee the base salary for each executive position other than his own. For 2021, the Compensation Committee did not recommend to the Board of Directors any increases to the base salary of named executive officers other than Mr. Patten, whose base salary was increased on the basis of his performance during the calendar year.

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The following table shows the 2020 and 2021 year-end base salary levels, as approved by the Board of Directors, for each of our named executive officers:

Annual Base Salary — 2020 and 2021

Annual Incentive Plan

Name and Principal Position	2020 Base Salary ($)		2021 Base Salary ($)		Change in Base Salary (%)
Randy A. Ramlo – President/Chief Executive Officer		800,000		800,000		—
Michael T. Wilkins – Executive Vice President/Chief Operating Officer		500,000		500,000		—
Randy L. Patten, Assistant Vice President/Controller/ Interim Co-Chief Financial Officer		168,300		189,621		11.2 %
Robert F. Cataldo – Vice President/Chief Investment and Strategy Officer		375,000		375,000		—
Micah Woolstenhulme – Vice President/Chief Risk Officer		230,000		230,000		—
Dawn M. Jaffray – Former Senior Vice President/Chief Financial Officer		460,000		460,000		—

Structure & Design

The Compensation Committee’s philosophy concerning short-term incentives and the application of that philosophy to determine cash-based compensation remained unchanged from 2020. We have an Annual Incentive Plan (“AIP”) that provides annual performance-based cash awards to all Company employees, including all of our named executive officers. The AIP ties a portion of each employee’s annual compensation directly to our financial performance. Our objective in using the AIP is to provide a strong financial incentive for all employees to achieve corporate and functional area goals.

To determine the amount of performance-based cash awards for each named executive officer, we used seven performance measures that are defined further below: (1) adjusted return-on-equity; (2) commercial property rate increase; (3) commercial auto unit reduction; (4) top 50 agency adjusted loss ratio; (5) underwriting expense ratio; (6) 60-day reserve ratio; and (7) litigation expense ratio. As illustrated in the table below, we weight each performance measure and establish threshold, target and maximum performance goals for each performance measure, with increasingly higher awards for achieving increasingly higher performance. Each named executive officer can receive a performance-based cash award for each performance measure. We pay no performance-based cash award for a performance measure if the threshold goal for that measure is not achieved, unless the Compensation Committee exercises discretion.

Potential awards for our named executive officers ranged from 0% to a maximum of 150% of target based upon the achievement of certain predetermined goals and the considerations set forth in greater detail below. Awards under the AIP are calculated separately for each performance measure as follows:

Base Salary × Target Bonus Opportunity × Weighting × Performance Factor = Annual Payout Factor

Performance Measure Selection

•

Adjusted ROE . Adjusted Return-on-Equity (“Adjusted ROE”) means return-on-equity, calculated in accordance with GAAP, excluding the impact of market value changes on investments. The Compensation Committee chose Adjusted ROE as an AIP performance measure as it is a key performance indicator in our industry that is watched closely by investors. Since Adjusted ROE is a function of both income and shareholders’ equity, it encourages management to focus on objectives that are important for creating shareholder value, including the quality and profitability of our underwriting activities and capital management, and discourages excessive risk-taking.

•

Commercial Property Rate Increase . The Compensation Committee chose Commercial Property Rate Increase as an AIP performance measure because we believe adequate risk pricing enhances

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shareholder value. Commercial Property Rate Increase means the average exposure adjusted effective rate increase across all renewed commercial property policies during the performance period.

•

Commercial Auto Unit Reduction . The Compensation Committee chose Commercial Auto Unit Reduction as an AIP performance measure because it is linked to enhanced shareholder value by encouraging cost containment. Commercial Auto Unit Reduction means the reduction in written exposure units in the performance period as compared to the prior calendar year.

•

Top 50 Agency Adjusted Loss Ratio . The Compensation Committee chose Top 50 Agency Adjusted Loss Ratio as an AIP performance measure because it is linked to enhanced shareholder value by encouraging cost containment. Top 50 Agency Adjusted Loss Ratio means the adjusted loss ratio for policies associated with our appointed agencies that are within the top 50 for gross written premium for the performance period. Adjusted loss ratio means gross losses incurred, without loss adjustment expenses incurred, divided by gross premiums written, calculated in accordance with Statutory Accounting Principles.

•

Underwriting Expense Ratio . The Compensation Committee chose Underwriting Expense Ratio as an AIP performance measure because it is linked to enhanced shareholder value by encouraging cost containment. Underwriting Expense Ratio means all underwriting-related expenses (e.g. agent commissions, employee compensation, premium taxes, marketing) divided by written premium in accordance with statutory items paid, pursuant to Statutory Accounting Principles, excluding accruals.

•

60-Day Reserve Ratio . The Compensation Committee chose 60-Day Reserve Ratio as an AIP performance measure because it promotes timely and accurate reserving. 60-Day Reserve Ratio means total reserves as of the 60th day after first notice of loss, divided by total incurred losses during the performance period, calculated in accordance with Statutory Accounting Principles, where reserve development excludes IBNR and UFG Specialty Ins. Co. workers’ compensation, and includes reinsurance ceded amounts.

•

Litigation Expense Ratio . The Compensation Committee chose Litigation Expense Ratio as an AIP performance measure because it encourages practices that reduce litigation expenses, including litigation invoice guidelines and bill reviews. Litigation Expense Ratio means total claims-related legal expense incurred divided by gross earned premiums during the performance period.

AIP Target Bonus Opportunity and Weighting of Performance Measures — 2021

Named Executive Officer	Target Bonus Opportunity as % of Base Salary		Weighting of Each Performance Measure (%)
Named Executive Officer	Target Bonus Opportunity as % of Base Salary		Adjusted ROE		Comm. Property Rate Increase		Comm. Auto Unit Reduction		Loss Ratio		Underwriting Expense Ratio		60-Day Reserve Ratio		Litigation Expense Ratio
Randy A. Ramlo		80		20		12.5		12.5		10		25		10		10
Michael T. Wilkins		60		20		12.5		12.5		10		25		10		10
Randy L. Patten		20		20		12.5		12.5		10		25		10		10
Robert F. Cataldo		50		20		12.5		12.5		10		25		10		10
Micah Woolstenhulme		50		20		12.5		12.5		10		25		10		10
Dawn M. Jaffray		60		20		12.5		12.5		10		25		10		10

Goal-Setting Process

The Compensation Committee annually reviews the threshold, target and maximum goals for each performance measure in order to evaluate whether they remain rigorous and aligned with shareholder interests. Management presents recommendations to the Compensation Committee regarding the goals, but the Compensation Committee retains the ultimate decision-making authority to set the goals. AIP goals are designed to be challenging, but achievable, given the economic and market conditions at the time the goals were set, with achievement at the maximum goals designed to be difficult. For 2021, the Compensation Committee decreased the weighting for the Adjusted ROE performance measure. The Compensation

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Committee replaced the Commercial Auto Rate Increase performance measure with the Commercial Property Rate Increase performance measure. The Compensation Committee also replaced the Pure Loss Ratio performance measure with the Top 50 Agency Adjusted Loss Ratio and reduced its weighting. Finally, the Compensation Committee added two new performance measures: 60-Day Reserve Ratio and Litigation Expense Ratio. The Commercial Auto Unit Reduction and Underwriting Expense Ratio performance measures remained unchanged. These changes were made in order to further align the AIP with objectives deemed important in the successful execution of the Company’s operating plan.

Achievement

The following table shows the 2021 performance goals and achievement for each performance measure. Payments to named executive officers under our AIP were made in March 2022 for performance during 2021 and are reported in the Summary Compensation Table — 2021 of this proxy statement under the Non-Equity Incentive Plan Compensation column.

AIP Goals and Achievement — 2021

	2021 AIP Goals (%)						2021 AIP Achievement (%)
Performance Measures	Threshold		Target		Maximum		Result		% of Target
Adjusted ROE		3.0		5.0		7.0		7.2	144%
Commercial Property Rate Increase		7.5		10.0		12.5		8.9	89%
Commercial Auto Unit Reduction		7.5		10.0		12.5		23.8	238%
Top 50 Agency Adjusted Loss Ratio		63.0		60.0		57.0		60.0	100%
Underwriting Expense Ratio		32.0		31.0		30.0		34.2	N/A
60-Day Reserve Ratio		90.0		94.0		98.0		85.5	N/A
Litigation Expense Ratio		4.6		4.3		4.0		4.5	104%

Long-Term Incentive Plan

Design & Structure

At the beginning of each year, the Compensation Committee grants equity awards based on its review of the competitive market and individual performance. Once the grant level is determined, the Compensation Committee allocates the grant to the then-serving executive officers to a mix of performance stock units (“PSUs”), restricted stock units (“RSUs”), and stock options, as summarized below. Mr. Patten did not participate in the Company’s standard executive compensation program and, instead, received a discretionary time-based RSU award.

Grant Type	Allocation (%)	Vesting
PSUs	50	“cliff” vest of the third anniversary of the grant date (assuming achievement of performance goals)
RSUs	25	“cliff” vest of the third anniversary of the grant date
Stock Options	25	one-third of the options vest on each of the three anniversaries of the grant date

Grant Type Allocation

[MISSING IMAGE: tm2211241d1-pc_allocation4c.jpg]

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PSUs — The PSUs are:

•

earned over a three-year performance period, subject to continued employment;

•

earned only to the extent that goals are achieved among two separate, equally weighted, performance measures tied to our 2021 Vision performance milestones relating to profit and our GAAP combined ratio; and

•

settled between 0% and 150% of the target award based upon the results achieved.

RSUs — The RSUs “cliff” vest of the third anniversary of the grant date and are settled into an equivalent number of shares of Company Common Stock, in each case, generally subject to the executive remaining employed by us through the vesting date. The purpose of the awards is to encourage shareholder alignment, long-term value creation and executive retention. Additionally, because RSUs do not vest for three years, they encourage executive retention.

Stock Options — Each option has a ten-year term and, provided the executive remains employed by us through such dates, vests as to one-third of the options on each of the first three anniversaries of the grant date. Stock options directly align with our stock performance since they become valuable only if and to the extent the share price increases after the date of grant. Additionally, because stock options do not fully vest for three years, they encourage executive retention.

Performance Measure Selection

PSU performance measures are tied to our 2021 Vision performance milestones relating to profit and our GAAP combined ratio. These goals were selected because they are viewed as key indicators of our successful operation of our long-term operating plan. PSU performance goals are measured over a three-year performance period.

•

Adjusted ROE (Three-Year Average) . The Compensation Committee chose Adjusted ROE as an LTIP performance measure because ROE is a key performance indicator in our industry watched closely by investors. Since Adjusted ROE is a function of both income and shareholders’ equity, it encourages management to focus on objectives that are important for creating shareholder value, including the quality and profitability of our underwriting activities and capital management, and discourages excessive risk-taking.

•

GAAP Combined Ratio (Three-Year Average) . The Compensation Committee chose GAAP Combined Ratio as an LTIP performance measure because we believe it culminates book performance and assists with ROE for shareholder return, and also integrates expense monitoring.

Goal-Setting Process

The Compensation Committee annually reviews the threshold, target and maximum goals for each performance measure of the PSUs in order to evaluate whether they remain rigorous and aligned with shareholder interests. Management presents recommendations to the Compensation Committee regarding the goals, but the Compensation Committee retains the ultimate decision-making authority to set the goals. The performance goals established for the 2021 PSU grant were designed to be challenging, but achievable, given the economic and market conditions at the time the goals were set, with vesting at the maximum goal designed to be difficult.

2021 Grant

The 2021 target award opportunities and allocation to each grant type for our named executive officers are summarized below.

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LTIP Grant — 2021

Named Executive Officer	Total Stock Award ($)		PSUs ($) (1)		RSUs ($)		Stock Options ($)
Randy A. Ramlo		800,000		400,000		200,000		200,000
Michael T. Wilkins		425,000		212,500		106,250		106,250
Randy L. Patten		3,002		—		3,002		—
Robert F. Cataldo		200,000		100,000		50,000		50,000
Micah Woolstenhulme		175,000		87,500		43,750		43,750
Dawn M. Jaffray (2)		375,000		187,500		93,750		93,750

(1)

The amount for PSUs is shown at target.

(2)

Ms. Jaffray forfeited her 2021 equity awards upon her resignation in October 2021.

2019 PSU Grant

The 2019 PSU grant vested on February 15, 2022 based on performance through December 31, 2021 and service through February 15, 2022. Based on performance against the pre-established performance goals, the 2019 grant vested at 75% of target.

LTIP PSU Goals and Achievement — 2019 Grant

	LTIP PSU Goals (%)						Achievement (%)
Performance Measures	Threshold		Target		Maximum		Result		% of Target
Adjusted ROE		4.0		7.0		9.0		(3.0 )		0.0 %
Premium Growth Rate		2.0		4.0		6.0		6.1		0.0 %
OCI ® Score		1,303		1,371		1,440		1,898		150.0 %
DCC Score		853		897		942		997		150 %

Woolstenhulme Retention Grant

In May 2021, the Compensation Committee approved a one-time retention RSU grant to Mr. Woolstenhulme with a grant date fair value of approximately $150,000 in order to incentivize his continued service and to recognize his significant contributions to the Company. The RSUs vest in full on the third anniversary of the grant date, subject to Mr. Woolstenhulme’s continued employment through the vesting date.

Additional Compensation

Company-Sponsored Benefit Plans

We believe the insurance and retirement benefit plans we sponsor are an important part of fair and reasonable compensation for all of our employees, including our named executive officers. We design these benefit plans to attract and retain a strong employee base, to provide a measure of financial security for our employees and to assist our employees in providing for their own financial security in a manner that recognizes individual needs and preferences. We also provide these programs because we believe that employees who have a plan for health and financial security are better employees. We apply these programs equally to all employees. Our benefit plans consist of an insurance plan that provides health, vision, dental, disability and basic term life insurance coverage and various retirement plans, including a defined-benefit pension plan and a 401(k) plan with a Company match. The pension plan is discussed further under Pension Benefits below.

Nonqualified Deferred Compensation

The United Fire & Casualty Company Supplemental Executive Retirement and Deferral Plan (“SERP”) permits certain of our executive officers, including named executive officers other than Mr. Patten and

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Mr. Woolstenhulme, the opportunity to save a portion of their direct compensation for retirement. The SERP also allows the Company to make contributions to participants’ accounts. In 2021, the Compensation Committee exercised its discretion to make employer contributions for all of the named executive officers other than Mr. Patten and Mr. Woolstenhulme. The contributions are intended to recognize the gap between what the selected executives may receive under our tax-qualified retirement plans, which are limited due to IRS regulations, and a sufficient level of savings necessary to provide an appropriate level of income replacement in retirement. We believe this plan and its associated vesting is an important tool to retain our executive officers. For amounts deferred after December 31, 2014, (a) any employer contribution made to a participant’s account follows a predetermined vesting schedule, and become 100% vested upon reaching age 65, death, disability, or change in control, and (b) the deferring executive officers may elect to receive their benefits as a lump sum or as annual installments over a 10-year period. The SERP is discussed further under Nonqualified Deferred Compensation below.

Perquisites

We do not rely upon perquisites as a method of providing significant compensation to any of our employees, preferring instead to use direct compensation and incentive plans. We provide only those perquisites that are related to our business or that we believe are necessary to attract and retain key executive personnel. For 2021, we paid for country club dues for certain of our named executive officers so they have a club available for business entertainment on our behalf. Perquisites and other personal benefits paid to a named executive officer are reported in the All Other Compensation column of the Summary Compensation Table — 2021.

We expect our other named executive officers to use our corporate aircraft for business travel whenever it is reasonable to do so. Occasionally, a spouse or other guest may accompany executive officers on corporate aircraft when the aircraft is already scheduled for business purposes and can accommodate additional passengers. In those cases, there is no aggregate incremental cost to the Company.

We permit Mr. Ramlo to use our corporate aircraft for personal travel, and under limited circumstances, directors and executive officers may be permitted to use the aircraft for personal use as well.

Named Executive Officers as Shareholders

We believe that ownership of Company Common Stock by our executive officers, including our named executive officers, promotes the alignment of their interests with those of our Company and our shareholders. A Board of Directors policy sets forth guidelines for stock ownership by certain of our executive officers, including certain of our named executive officers. These guidelines include target levels of stock ownership for each covered executive officer. The goal of these guidelines is to have our executive officers hold a meaningful stake in our Company. The positions of Messrs. Patten and Woolstenhulme are not currently covered by the guidelines and, thus, neither Mr. Patten nor Mr. Woolstenhulme are subject to these guidelines as of the date of this proxy statement.

The following table shows the target number of shares to be owned and share ownership as of the record date by each named executive officer subject to these guidelines as of the record date:

Name	Tier (1)		Target Number of Shares of Common Stock to be Held (2)		Number of Qualifying Shares of Common Stock Held at Record Date
Randy A. Ramlo		3		69,535		103,764.7969
Michael T. Wilkins		2		22,348		59,486.813
Robert F. Cataldo		1		4,508		17,396

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(1)

Equity ownership targets for Mr. Ramlo as a Tier 3 executive were increased in 2019, and calculated as the number of shares equal to four times his base salary on August 16, 2019 divided by the closing price of Company Common Stock on August 16, 2019. Equity ownership targets for Michael T. Wilkins as a Tier 2 executive were calculated as the number of shares equal to one and one-half times his base salary on January 1, 2014 divided by the closing price of Company Common Stock on December 31, 2013. Equity ownership targets for Mr. Cataldo as a Tier 1 executive were calculated as the number of shares equal to his base salary on January 1, 2019 divided by the closing price of our Company Common Stock on December 31, 2018.

(2)

Shares held either directly or indirectly and any RSUs (whether vested or unvested) held by the named executive officer are counted toward the target number of shares. Any unexercised stock options or PSUs (whether vested or unvested) held by the named executive officer are not counted toward the target number of shares. The target number of shares are the number of shares to be held by the named executive officer within five years of having a new target guideline set. Mr. Cataldo is within the five year transition period to comply with his stock ownership guideline.

Report of the Compensation Committee

The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s annual proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Susan E. Voss, Chair
Scott L. Carlton
Brenda K. Clancy
Lura E. McBride
James W. Noyce
Mary K. Quass

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2021 Summary Compensation Table

Summary Compensation Table — 2021

Name and Principal Position	Year		Salary ($)		Bonus ($) (1)		Stock Awards ($) (2)		Option Awards ($) (3)		Non-Equity Incentive Plan Compensation ($) (4)		Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) (5)		All Other Compensation ($) (6)		Total ($)
Randy A. Ramlo President, CEO		2021		800,000		—		656,020		200,005		481,040		4,867		245,274		2,387,206
		2020		800,000		—		383,403		187,501		177,600		323,233		247,079		2,118,816
		2019		800,000		—		468,725		187,500		256,000		310,398		244,046		2,266,669
Michael T. Wilkins EVP, COO		2021		500,000		—		348,508		106,249		255,500		2,999		107,901		1,321,157
		2020		500,000				204,482		100,001		83,250		377,217		108,782		1,373,732
		2019		490,000		—		249,922		100,006		117,600		343,565		111,557		1,412,650
Randy L. Patten Interim Co-Chief Financial Officer		2021		189,621		—		3,002		0		33,715		12,468		1,896		240,702
Robert F. Cataldo VP, Chief Investment and Strategy Officer		2021		375,000		—		164,006		49,998		140,925		34,808		84,954		849,691
Robert F. Cataldo VP, Chief Investment and Strategy Officer		2020		318,166				89,414		43,750		44,146		122,289		10,283		628,048
Micah Woolstenhulme VP, Chief Risk Officer		2021		230,000		74,710		293,514		43,745		86,434		67,441		28,717		824,561
Dawn M. Jaffray Former EVP, CFO		2021		364,167		—		307,512		93,756		—		51,557		272,746		1,089,738
		2020		460,000		—		628,521		87,499		76,590		111,179		113,061		1,476,850
		2019		460,000		—		218,722		87,494		110,400		81,335		43,051		1,001,002

(1)

The amount reported in this column for Mr. Woolstenhulme for 2021 represents a retention bonus of $50,000, payable pursuant to the terms of his 2019 offer letter. Mr. Woolstenhulme is also entitled to receive a $50,000 retention bonus in each of 2022 and 2023 subject to his continued employment.

(2)

Amounts in this column represent the aggregate grant date fair value for PSUs and RSUs, as applicable, granted during 2021, 2020 and 2019. For Mr. Woolstenhulme, the amount in 2021 also includes a one-time retention grant valued at $150,000. Amounts in this column are calculated in accordance with FASB ASC Topic 718, Compensation —Stock Compensation. The grant date fair value for stock awards is measured based on the closing price of our Company Common Stock on the grant date, and the probable satisfaction of the performance conditions for the PSU awards as of the date of grant. Assuming the highest level of performance is achieved for the 2021 PSUs, the maximum value of amounts in this column at the grant date would be as follows: Mr. Ramlo, 600,019; Mr. Wilkins, $318,771; Mr. Cataldo, $150,005; Mr. Woolstenhulme, $131,243; and Ms. Jaffray, $281,248. The values shown have not been adjusted to reflect that these units are subject to forfeiture. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(3)

Amounts in this column represent the aggregate grant date fair value for options granted during 2021, 2020 and 2019. Amounts in this column are calculated in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. To calculate the option amounts we use the Black-Scholes option pricing model. This model estimates the fair value of traded options, which have different characteristics than employee stock options. Changes to the subjective assumptions used in the model can result in materially different fair value estimates. The values shown have not been adjusted to reflect that these units are subject to forfeiture. For a discussion of valuation assumptions used, see

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Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(4)

All employees are eligible to participate in our annual performance-based cash award plan if they are in our employ at the time the cash awards for that year are paid. The amounts shown in this column are those amounts earned by the executive for the year shown. These amounts were determined and paid in the subsequent year. For example, any non- equity incentive plan awards shown for 2021 were earned in 2021, but determined and paid in 2022.

(5)

The 2021 amount in this column reflects the change in pension value under the United Pension Plan that is described further in the Pension Benefit s section and above market earnings under the Company’s nonqualified deferred compensation plan. The 2021 above market deferred compensation earnings for each named executive officer was as follows: Mr. Ramlo —$4,867; Mr. Wilkins — $2,999; Mr. Patten — $0; Mr. Cataldo — $0; Mr. Woolstenhulme —$0; and Ms. Jaffray — $0. Messrs. Ramlo and Wilkins had negative change in pension value amounts as of December 31, 2021 of $22,327 and $24,443, respectively.

(6)

All Other Compensation for 2021 includes:

Name	Registrant Contributions to SERP ($)		Matching Contributions to 401(k) Plan ($)		Perquisites and Other Personal Benefits ($)		Tax Reimbursements ($)		Total ($)
Randy Ramlo		222,333		2,900		20,041		—		245,274
Michael Wilkins		95,833		2,900		9,168		—		107,901
Randy L. Patten		—		1,896		—		—		1,896
Robert Cataldo		65,625		2,900		16,429		—		84,954
Micah Woolstenhulme		—		2,300		—		26,417		28,717
Dawn Jaffray		71,340		2,900		198,506		—		272,746

For Messrs. Ramlo, Wilkins and Cataldo, the amount shown for perquisites and other personal benefits consists of country club dues paid on their behalf and, with respect to Messrs. Ramlo and Wilkins, the incremental costs associated with their personal use of corporate aircraft. For Ms. Jaffray, the amount shown for perquisites and other personal benefits consists solely of relocation expense reimbursements in the amount of $92,231, paid out PTO of $103,598, and country club dues paid on Ms. Jaffray’s behalf. The incremental value associated with the relocation expense reimbursement were valued on the basis of the amounts reimbursed directly to Ms. Jaffray. For Mr. Woolstenhulme, the tax reimbursements relate to his retention bonus. 2021 Grants of Plan-Based Awards

The following table details the grants of plan-based awards to our named executive officers in 2021 under the AIP and the United Fire Group, Inc. Stock Plan, as applicable.

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Grants of Plan-Based Awards — 2021

					Estimated future payouts under non-equity incentive plan awards						Estimated future payouts under equity incentive plan awards						All other stock awards: number of shares of stock or units (#)		All other option awards: number of securities underlying options (#)		Exercise or base price of option awards ($/sh)		Grant date fair value of stock and option awards ($) (5)
Name	Grant Date		Approval Date		Threshold ($) (1)		Target ($) (2)		Maximum ($) (3)		Threshold (#) (4)		Target (#)		Maximum (#)						Exercise or base price of option awards ($/sh)		Grant date fair value of stock and option awards ($) (5)
Randy A. Ramlo		2/19/2021		2/18/2021 (6)																14,841		29.43		200,005
		2/19/2021		2/18/2021 (7)								3,398		13,592		20,388								456,014
		2/19/2021		2/18/2021 (8)														6,796						200,006
		—		— (9)		32,000		640,000		960,000
Michael T. Wilkins		2/19/2021		2/18/2021 (6)																7,884		29.43		106,249
		2/19/2021		2/18/2021 (7)								1,805		7,221		10,832								242,266
		2/19/2021		2/18/2021 (8)														3,610						106,242
		—		— (9)		15,000		300,000		450,000
Randy L. Patten		2/19/2021		2/18/2021 (8)														102						3,002
		—		— (9)		1,896		37,924		56,886
Robert F. Cataldo		2/19/2021		2/18/2021 (6)																3,710		29.43		49,998
		2/19/2021		2/18/2021 (7)								850		3,398		5,097								114,004
		2/19/2021		2/18/2021 (8)														1,699						50,002
		—		— (9)		9,375		187,500		281,250
Micah Woolstenhulme		2/19/2021		2/18/2021 (6)																3,246		29.43		43,745
		2/19/2021		2/18/2021 (7)								743		2,973		4,460								99,745
		2/19/2021		2/18/2021 (8)														1,487						43,762
		5/19/2021		5/19/2021 (8)														4,627						150,007
		—		— (9)		5,750		115,000		172,500
Dawn M. Jaffray (10)		2/19/2021		2/18/2021 (6)																6,957		29.43		93,756
		2/19/2021		2/18/2021 (7)								1,593		6,371		9,557								213,748
		2/19/2021		2/18/2021 (8)														3,186						93,764
		—		— (9)		13,800		276,000		414,000

(1)

We estimate the amounts shown in this column by assuming the achievement of the threshold level for the least-weighted performance measure used in our Annual Incentive Plan and by multiplying 2021 base salary by 4% for Mr. Ramlo; 3% for Mr. Wilkins; 1% for Mr. Patten; 2.5% for Mr. Cataldo; 2.5% for Mr. Woolstenhulme; and 3% for Ms. Jaffray.

(2)

We estimate the amounts shown in this column by assuming the achievement of target levels for all applicable performance measures used in our Annual Incentive Plan and by multiplying 2020 base salary by 80% for Mr. Ramlo; 60% for Mr. Wilkins; 20% for Mr. Patten; 50% for Mr. Cataldo; 50% for Mr. Woolstenhulme; and 60% for Ms. Jaffray.

(3)

We estimate the amounts shown in this column by assuming the achievement of maximum levels for all applicable performance measures used in our Annual Incentive Plan and by multiplying 2020 base salary by 120% for Mr. Ramlo; 90% for Mr. Wilkins; 30% for Mr. Patten; 75% for Mr. Cataldo; 75% for Mr. Woolstenhulme; and 90% for Ms. Jaffray.

(4)

We estimate the amounts shown in this column by assuming the achievement of the threshold level for only one of the two equal-weighted performance measures under our 2021 PSUs.

(5)

Amounts in this column represent the aggregate grant date fair value for stock options, RSUs and

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PSUs granted during 2021, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. To calculate the option amounts, we use the Black-Scholes option pricing model. This model estimates the fair value of traded options, which have different characteristics than employee stock options. Changes to the subjective assumptions used in the model can result in materially different fair value estimates. The grant date fair value for RSU and PSU awards is measured based on the closing price of our Company Common Stock on the grant date and the probable satisfaction of the performance conditions for the PSU awards as of the date of grant. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(6)

Represents option awards that vest one-third each year for three years beginning with the first anniversary of the grant date, provided the named executive officer remains employed through the applicable vesting date.

(7)

Represents PSUs that vest on the third anniversary of the grant date only if and to the extent the Company achieves performance goals relating to Adjusted ROE and GAAP Combined Ratio over the 2021-2023 performance period.

(8)

Represents a grant of RSUs that vest in full on the third anniversary of the grant date, provided the named executive officer remains employed through the vesting date.

(9)

There is no specific grant date for awards under our Annual Incentive Plan. We paid awards based on our 2021 performance during the first quarter of 2022. Please see Compensation Discussion and Analysi s in this proxy statement for further information regarding the Annual Incentive Plan. Actual amounts paid to each named executive officer under our Annual Incentive Plan for 2021 are shown in the Summary Compensation Table — 2021 in this proxy statement and were calculated based on each individual’s base salary for 2021. Ms. Jaffray forfeited her 2021 award under our Annual Incentive Plan upon her resignation in October 2021.

(10)

Ms. Jaffray forfeited her 2021 equity awards upon her resignation in October 2021.

Outstanding Equity Awards at 2021 Fiscal Year-End

The following table details the outstanding equity awards held by each of our named executive officers as of December 31, 2021. As of December 31, 2021, Ms. Jaffray did not hold any outstanding equity awards.

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Outstanding Equity Awards at Fiscal Year-End — 2021

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($/Sh)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested ($)
Randy A. Ramlo		18,609		—		23.96		2/16/2023		4,598 (5)		106,628		6,911 (9)		160,266
		29,624		—		29.61		2/21/2024		3,456 (6)		80,145		8,341 (10)		193,428
		49,067		—		29.12		2/20/2025		4,170 (7)		96,702		13,592 (11)		315,198
		39,456		—		39.91		2/19/2026		6,796 (8)		157,599
		15,561		3,890		41.32		2/17/2027 (1)
		16,038		—		42.27		3/24/2027
		20,532		—		44.80		2/23/2028
		9,640		4,821		54.26		2/15/2029 (2)
		8,908		17,818		44.96		2/21/2030 (3)
		—		14,841		29.43		2/19/2031 (4)
Michael T. Wilkins		3,000		—		23.96		2/16/2023		2,225 (5)		51,598		3,686 (9)		85,478
		12,000		—		29.61		2/21/2024		1,843 (6)		42,739		4,448 (10)		103,148
		24,132		—		29.12		2/20/2025		2,224 (7)		51,575		7,221 (11)		167,455
		19,577		—		39.91		2/19/2026		3,610 (8)		83,716
		7,529		1,882		41.32		2/17/2027 (1)
		7,402		—		42.27		3/24/2027
		8,496		—		44.80		2/23/2028
		5,142		2,571		54.26		2/15/2029 (2)
		4,751		9,503		44.96		2/21/2030 (3)
		—		7,884		29.43		2/19/2031 (4)
Randy Patten		500		—		29.12		2/20/2025		138 (6)		3,200
										83 (7)		1,925
										102 (8)		2,365
Robert F. Cataldo		400		—		23.96		2/16/2023		691 (6)		16,024		1,382 (9)		32,049
		1,500		—		29.61		2/21/2024		973 (7)		22,564		1,946 (10)		45,128
		2,000		—		29.12		2/20/2025		1,699 (8)		39,400		3,398 (11)		78,800
		2,681		—		52.16		5/16/2028
		1,928		964		54.26		2/15/2029 (2)
		2,078		4,158		44.96		2/21/2030 (3)
		—		3,710		29.43		2/19/2031 (4)
Micah Woolstenhulme		1,781		3,564		26.68		5/20/2030 (12)		4,393 (13)		101,874		1,668 (15)		38,681
		—		3,246		29.43		2/19/2031 (4)		1,487 (8)		34,484		2,973 (16)		68,944
										4,627 (14)		107,300

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(1)

The unexercisable portion of these options vested on 2/17/2022.

(2)

The unexercisable portion of these options vested on 2/15/2022.

(3)

The unexercisable portion of these options vests one-half each on 2/21/2022 and 2/21/2023.

(4)

The unexercisable portion of these options vests one-third each on 2/19/2022, 2/19/2023 and 2/19/2024.

(5)

These RSUs granted 2/17/2017 vested on 2/17/2022.

(6)

These RSUs granted 2/15/2019 vested on 2/15/2022.

(7)

These RSUs granted 2/21/2020 will vest on 2/21/2023.

(8)

These RSUs granted 2/19/2021 will vest on 2/19/2024.

(9)

These PSUs granted 2/15/2019 vested on 2/15/2022, and are reported based on actual performance through December 31, 2021.

(10)

These PSUs granted 2/21/2020 will vest on 2/21/2023, and are reported assuming target achievement.

(11)

These PSUs granted 2/19/2021 will vest on 2/19/2024, and are reported assuming target achievement.

(12)

The unexercisable portion of these options vests one-half each on 5/20/2022 and 5/20/2023.

(13)

These RSUs granted 5/20/2020 will vest on 5/20/2023.

(14)

These RSUs granted 5/19/2021 will vest on 5/19/2024.

(15)

These PSUs granted 5/20/2020 will vest on 5/20/2023 and are reported assuming target achievement.

(16)

These PSUs granted 5/19/2021 will vest on 5/19/2024, and are reported assuming target achievement.

2021 Option Exercises and Stock Award Vesting

The following table represents the number and value of shares acquired by our named executive officers through the vesting of stock awards during fiscal year 2021. None of our named executive officers exercised options during 2021.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Randy A. Ramlo		—		—		18,444		545,943
Michael T. Wilkins		—		—		8,314		245,979
Randy L. Patten		—		—		335		9,963
Robert F. Cataldo		—		—		910		28,938
Micah Woolstenhulme		—		—		—		—
Dawn M. Jaffray		—		—		9,519		281,442

Pension Benefits

All of our employees who are 21 years of age and older automatically participate in our defined-benefit pension plan after completing one year of employment and 1,000 hours of service. When eligibility criteria are met, the employee participates in the plan on the next January 1 or July 1. Employees become 100% vested in the plan after completing five years of service. Effective July 1, 2021, the Company amended the defined-benefit pension plan to convert it from a traditional pension plan with a benefits formula based on annual compensation and years of service to a “cash balance” defined-benefit plan. Participants retained all benefits previously accrued under the traditional pension benefit formula. Prior to July 1, 2021, plan benefits equaled 1.25% of an employee’s five-year average annual compensation, plus 0.5% of average annual compensation in excess of covered compensation, multiplied by the lesser of years of service or 35 years. Effective July 1, 2021, plan benefits equal 4.0-7.0% of the participant’s annual compensation for the plan year plus 2.0-3.5% of the participant’s compensation in excess of covered compensation, in each case, depending on the participant’s years of service. Participants are credited with interest on their balances

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under the plan at the greater of 2% or the discount rate on the yield of 30-year Treasury securities. Covered compensation is determined by reference to the Social Security taxable wage base. Average annual compensation means annual compensation, averaged over the period of five consecutive years of service that produces the highest average. The pension plan uses only salary to determine the average annual compensation. Under federal law, for 2021 the maximum compensation that could be considered for determining benefits was $290,000.

The normal form of payment under the pension plan is a joint and 50% survivor annuity for a participant who is married on the annuity starting date and a life annuity for a participant who is unmarried on the annuity starting date. Participants may elect to receive a monthly pension over the participant’s life or a term of up to 20 years or, if the actuarial equivalent of the annuity is $10,000 or less, in the form of a lump sum cash payment. The amount of monthly pension benefits varies depending upon the form of payment elected by the participant, but the payments are in each case the actuarial equivalent of the normal form of payment. Distributions will be in the form of a lump-sum cash payment for vested participant balances of $50,000 or less. Assets of the pension plan belong to the Company and are not taxable to the employee until paid as a benefit. Such assets are subject to a substantial risk of forfeiture until vested by the employee.

Normal retirement age under the pension plan is 65, which is the earliest time a participant may retire under the pension plan without any benefit reduction due to age. The earliest age a participant may retire under the plan and still receive benefits is age 55. Participants electing early retirement with at least 20 years of service receive a reduction in benefits of 6% for each year the participant retires after age 55 and before age 60, and a reduction of benefits of 4% for each year the participant retires after age 60 and before age 65. If a participant elects early retirement with less than 20 years of service to us, then the participant’s reduction in benefits is based on an actuarial calculation. Of our named executive officers, Messrs. Ramlo and Wilkins are currently eligible for early retirement under our pension plan.

The following table reports the present value of the annual defined benefit payable for each named executive officer under our United Pension Plan. The present value is based on the retirement benefit formula for the compensation levels and years of service of those officers.

Pension Benefits — 2021

Name	Plan Name	Number of Years of Credited Service (#)		Present Value of Accumulated Benefits ($)		Payments During Last Fiscal Year ($)
Randy A. Ramlo	United Pension Plan		38		2,127,583		—
Michael T. Wilkins	United Pension Plan		36		2,016,158		—
Randy L. Patten	United Pension Plan		9		179,817		—
Robert F. Cataldo	United Pension Plan		10		392,014		—
Micah Woolstenhulme	United Pension Plan		2		67,441		—
Dawn M. Jaffray	United Pension Plan		7		388,497		—

Nonqualified Deferred Compensation

The Restoration Benefit Credit Plan, which is our supplemental executive retirement plan (“SERP”), permits certain of our executive officers, including named executive officers, the opportunity to save a portion of their direct compensation for retirement. Executives must make a deferral election in the year prior to the beginning of the earnings period. For performance-based cash bonuses, participants may make elections up to six months prior to the end of the performance period. Newly eligible executives have 30 days to enroll in the plan once they become eligible to participate.

For amounts deferred on or prior to December 31, 2014, (a) we pay the deferred amounts to the deferring executive officer upon termination of employment for any reason after the executive reaches age 59 1 ∕ 2 , and (b) the deferring executive officer receives the benefits in monthly installments adjusted for gains or losses over a 10-year period. For amounts deferred after December 31, 2014, (a) any employer contribution made to a participant’s account follows a predetermined vesting schedule, and become 100%

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vested upon reaching age 65, death, disability, or change in control, and (b) the deferring executive officers may elect to receive their benefits as a lump sum or as annual installments over a 10-year period.

The SERP also allows the Company to make contributions to participants’ accounts. In 2021, employer contributions were made for all of the named executive officers with the exception of Mr. Patten and Mr. Woolstenhulme. i We believe this plan and its associated vesting is an important tool to retain our executive officers.

The United Fire & Casualty Company Supplemental Retirement & Deferral Plan is a non-qualified deferred compensation plan made available to management, including executive officers (“NQDC”). Employees participating in the NQDC may elect to defer a portion of their salary, of which the contribution and earnings are immediately vested at 100%.

Notational interest is credited to each participant’s deferred account which will be distributed in predetermined installments commencing upon his or her separation from service, or paid in a lump sum upon his or her death or a termination of employment upon a change in control of the Company.

Participant deferrals are 100% vested immediately. If the executive officer dies or becomes disabled while employed by us, we will pay the plan benefits as directed by that executive officer. The SERP and NQDC allow participants to utilize in- service distributions to satisfy short-term savings goals. Participants can create these in-service payable accounts at the time of initial enrollment or at re-enrollment. The amounts deferred are subject to our creditors. The following table provides information about the participation by each of our named executive officers in the SERP. Mr. Patten and Mr. Woolstenhulme are not eligible to participate in the SERP and NQDC.

Nonqualified Deferred Compensation — 2021

Name	Executive contributions in 2021 ($) (1)		Registrant contributions in 2021 ($) (2)		Aggregate earnings in 2021 ($) (3)		Aggregate withdrawals/ distributions ($)		Aggregate balance at 12/31/2021 ($) (4)
Randy A. Ramlo
SERP		—		222,333		356,876		—		2,873,607
NQDC		132,760		—		256,903		—		2,230,198
Michael T. Wilkins
SERP		—		95,833		41,619		—		1,011,814
NQDC		95,833		—		43,643		—		831,080
Robert F. Cataldo
SERP		—		65,625		6,213		—		71,838
NQDC		—		—		3,412		—		22,365
Dawn M. Jaffray
SERP		—		71,340		97,033		—		516,916
NQDC		54,625		—		84,171		—		433,213

(1)

All amounts reported in this column were reported as part of either “Base Salary,” or “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table — 2021 in this proxy statement.

(2)

All amounts reported in this column were reported as part of “All Other Compensation” in the Summary Compensation Table — 2021 in this proxy statement.

(3)

All amounts reported in this column include above-market earnings reported as part of “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the Summary Compensation Table — 2021 in this proxy statement, as follows: Mr. Ramlo — $4,867; Mr. Wilkins — $2,999; Mr. Patten — $0; Mr. Cataldo — $0; Mr. Woolstenhulme — $0; and Ms. Jaffray — $0.

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(4)

Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table as compensation for 2020 and 2019, respectively: Mr. Ramlo — $347,005, $356,169; Mr. Wilkins — $193,828, $198,635; Mr. Patten — $0, $0; Mr. Cataldo — $5,611, $0; Mr. Woolstenhulme — $0, $0; and Ms. Jaffray — $144,910, $76,037.

Potential Payments Upon Termination or Change in Control

Change in Control Severance Agreements

On May 21, 2014, the Company entered into Change in Control Severance Agreements with Messrs. Ramlo and Wilkins. On November 20, 2020, the Company entered into a similar agreement with Mr. Cataldo. Other than the discretionary accelerated vesting of their equity awards described below, Messrs. Patten and Woolstenhulme are not party to any agreements or arrangements with the Company entitling them to severance payments or benefits. These agreements, among other things, provide for: (1) an 18-month non-competition agreement and (2) in the event of both a change in control and termination of employment by the Company without cause: (a) a severance benefit payable to the named executive officer in an amount equal to 1.5 times the sum of his highest annual base salary in effect during the 12-month period prior to his termination date plus his or her target annual incentive compensation (or, if higher, the average of the annual bonuses earned by the named executive officer in respect of the three fiscal years of the Company immediately preceding the fiscal year in which the change in control occurs); (b) the continuation of certain insurance benefits for a period of 18 months; (c) the full vesting of each long-term incentive award held by the named executive officer, with any performance measures deemed satisfied at the target level; and (d) certain outplacement benefits. The Compensation Committee believes that these agreements help accomplish the Company’s compensation objectives of attracting and retaining superior talent through competitive compensation. The Compensation Committee also believes that it is appropriate to provide our named executive officers with the protections afforded by these agreements and that these agreements promote management independence and help retain and focus the named executive officers in the event of a change in control.

Upon a termination of employment for any reason, our named executive officers will also receive compensation and benefits pursuant to our defined benefit pension plan and deferred compensation plan. Such plans and arrangements do not discriminate in scope, terms or operation in favor of our named executive officers. Our named executive officers are vested in the benefits available under these plans (specifically excluding the SERP), and therefore do not receive any enhanced benefit as a result of any termination or change in control.

Ms. Jaffray did not receive any severance payments or benefits in connection with her resignation in October 2021, other than the pay out of her accrued and unused PTO.

The information in the following tables describes the compensation that would be payable under specific circumstances if our continuing named executive officers’ employment had terminated on December 31, 2021:

Potential Payments Upon Termination Or Change In Control — 2021

Name	Death or Retirement ($) (1)		Disability ($)		Change in Control ($) (2)		Termination for Cause ($)		Change in Control With Termination ($) (3) (4)
Randy A. Ramlo		1,591,006		1,109,966		1,591,006		—		4,432,658
Michael T. Wilkins		841,209		585,709		841,209		—		2,382,384
Randy L. Patten (5)		41,205		7,490		41,205		—		41,205
Robert F. Cataldo		374,889		233,964		374,889		—		1,449,351
Micah Woolstenhulme (5)		437,716		351,282		437,716		—		1,111,786

(1)

At December 31, 2021, none of the continuing named executive officers have achieved normal retirement age under our benefit plans. The figures in this column assume the accelerated vesting by

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the Board of Directors of all unvested stock options, RSUs and PSUs, as applicable. For purposes of this table, we have assumed accelerated vesting of the PSUs at target.

(2)

Under their existing Change in Control Severance Agreements, the named executive officers are entitled to payment only if their employment is terminated by reason other than a Nonqualifying Termination. Nonqualifying Termination is defined to include (a) by the Company for cause, (b) by the named executive officer for reason other than a good reason, (c) the named executive officer’s death, and (d) by the Company due to the executive’s absence from the executive’s duties with the Company on a full-time basis for a period of 180 consecutive days as a result of the executive’s incapacity due to physical or mental illness. In addition to the value associated with stock options, the figures in this column assume the accelerated vesting by the Board of Directors of all RSUs and PSUs, as applicable. For purposes of this table, we have assumed accelerated vesting of the PSUs at target.

(3)

Per their existing Change in Control Severance Agreements, the amounts reported in this column as separation compensation for the named executive officers equal 1.5 times the sum of the executive’s highest annual base salary and target annual incentive compensation (or, if higher, the average of the annual bonuses earned by the named executive officer in respect of the three fiscal years of the Company immediately preceding the fiscal year in which the change in control occurs).

(4)

Under the terms of the existing Change in Control Severance Agreements for the named executive officers, if the payments and benefits they are entitled to receive under these agreements would result in the payment of the excise tax imposed by Section 4999 of the Internal Revenue Code, then their payments and benefits may be subject to reduction. Under their agreements, change in control payments and benefits are reduced by the minimum amount necessary to avoid federal excise tax, if the reduction would result in the named executive officers receiving a higher net after tax amount. The amounts in this column do not reflect the application of any reduction in payment or benefit according to the terms of the Change in Control Severance Agreements.

(5)

While Messrs. Patten and Woolstenhulme do not have Change in Control Severance Agreements, values are included for death, disability and change in control as if such agreement were in place.

We do not make a payment to a participant in our annual incentive plan for a particular year unless the participant is employed by us on the date incentive payments are made, typically in March of the following year. In the case of death or retirement, and at the discretion of our Chairman of the Board and our Chief Executive Officer, we will pay an annual incentive plan payment to a participant prorated to the date of death or retirement. Amounts shown for death and retirement assume our Chairman of the Board and our Chief Executive Officer exercised their discretion to make the payment. The Change in Control Severance Agreements in place for the named executive officers state that they will be paid an amount equal to their target payment under our annual incentive plan for the year in which the change in control occurs, prorated to the date of termination. In this case, termination is presumed to occur on December 31, 2021.

Upon termination of employment due to death or retirement, the Board of Directors, may at its discretion, accelerate the vesting of any unvested option awards. In addition, under the terms of the option award agreements, the vesting of unvested stock options will accelerate upon a change in control. Amounts shown are calculated using the fair market value of the stock underlying in-the-money options that would have become exercisable on December 31, 2021, assuming that the Board of Directors accelerated the vesting of all unvested options.

Upon termination of employment due to death, retirement, disability or a change in control not involving termination, the Board of Directors, may at its discretion, accelerate the vesting of any unvested RSU or PSU awards. Amounts shown assumes a voluntary acceleration of vesting by the Board of Directors, with PSUs assumed to be accelerated at target.

The Change in Control Severance Agreements for the named executive officers provide for the continuation of medical, accident, disability and life insurance benefits with respect to the named executive officer and his/her dependents for a period of 18 months following a change in control at substantially the same level that existed immediately prior to the change in control. The amounts shown for the named executive officers reflect the cost of these benefits as they existed at December 31, 2021.

The Change in Control Severance Agreements for the named executive officers provide for outplacement services for a period of 12 months following a change in control. The cost to the Company of these outplacement services is capped for each executive at $15,000.

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Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Randy A. Ramlo, our President and CEO.

The median of the annual total compensation of all of our employees, excluding Randy A. Ramlo, was $89,049 in 2021, calculated in accordance with the Summary Compensation Table rules. To identify the median employee, we compiled total cash compensation identified in our payroll records, and excluded equity awards, for all full-time, part- time, temporary and seasonal employees employed as of December 31, 2021. The median employee is a senior claims representative. We selected total cash compensation as it reflects the principal form of compensation delivered to all of our employees. Further, we annualized cash compensation (other than bonus awards) for permanent full- and part- time employees who were not employed for all of 2021. The annual total compensation of Randy A. Ramlo, as reported in the Summary Compensation Table — 2021, is $2,387,206. The ratio of Randy A. Ramlo’s annual total compensation to the median annual total compensation of all of our employees is estimated to be 27 to 1.

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DIRECTOR COMPENSATION

We have designed the compensation of our directors to attract and retain qualified directors and to align director compensation with the interests of our shareholders. The Compensation Committee is responsible for making recommendations to the Board of Directors regarding compensation plans and the elements of director compensation.

Annual Retainer, Committee Meetings and Expenses

For the 12-month period beginning with the 2021 Annual Meeting, all non-employee directors received a retainer for service on our Board of Directors, as described further below. The Chairman of our Board of Directors, Vice Chairman of our Board of Directors, and the chairpersons of the standing and ad hoc committees of our Board of Directors (other than the Executive Committee) each received an additional retainer for their service in those capacities, as described further below. Retainers are paid to the directors in four equal, quarterly installments. In addition, non-employee directors receive attendance fees for their attendance at meetings of the Board of Directors and meetings of the committees on which they serve. We also reimburse business expenses, such as travel expenses, incurred by non-employee directors in relation to their service on our Board of Directors.

The table below shows the fee structure and retainers paid to our non-employee directors during 2021, which did not change as compared to 2020, except for the removal of the $1,000 meeting fee for committee members, the additional retainer of $5,000 for the chair of the Pension Plan Ad Hoc Committee, the $500 meeting fee for members of the same committee.

Non-Employee Director Fee Schedule — 2021

Fee Type			Amount Paid ($)
Base Annual Retainer – All Directors			55,000
Additional Annual Retainer – Chairman of the Board			50,000
Additional Annual Retainer – Vice Chairman of the Board			20,000
Additional Annual Retainer – Audit Committee Chair			20,000
Additional Annual Retainer – Compensation Committee Chair			12,500
Additional Annual Retainer – Nominating and Governance Committee, Investment Committee, and Risk Management Committee Chairs			10,000
Board Meeting Attendance – Regular (per meeting)			2,500
Board Meeting Attendance – Unscheduled Meeting (per meeting)			1,000
Annual Equity Grant (Grant Date Fair Value) (1)			60,000
Reimbursement for travel and other expenses related to service as a director			As incurred

(1)

In May 2021, the Compensation Committee recommended, and the Board of Directors approved, the issuance to each non-employee director of 1,851 RSUs under our Non-Employee Director Plan. These RSUs vest one year after their grant date, subject to the director’s continued service.

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The following table shows individual non-employee director compensation during 2021:

Non-Employee Director Compensation — 2021

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1) (2)		Option Awards ($) (3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		Total Compensation ($)
John-Paul E. Besong		74,000		60,009		—		—		134,009
Scott L. Carlton		91,000		60,009		—		—		151,009
Brenda K. Clancy		93,000		60,009		—		—		153,009
Christopher R. Drahozal		88,000		60,009		—		—		148,009
Jack B. Evans (4)		65,500		—		—		—		65,500
Lura E. McBride		81,000		60,009		—		—		141,009
George D. Milligan		94,000		60,009		—		—		154,009
James W. Noyce		131,000		60,009		—		—		191,009
Mary K. Quass		87,250		60,009		—		—		147,259
Kyle D. Skogman		94,000		60,009		—		—		154,009
Susan E. Voss		86,250		60,009		—		—		146,259

(1)

Stock awards represented in this column vest on May 11, 2022 and are subject to forfeiture until vested. Aggregate RSUs outstanding at December 31, 2021 for each of the following non-employee directors was: Besong — 1,851, Carlton — 1,851, Clancy — 1,851, Drahozal — 1,851, McBride — 1,851, Milligan — 1,851, Noyce — 1,851, Quass — 1,851, Skogman — 1,851, and Voss — 1,851. At December 31, 2021, Mr. Noyce’s plan balance under the Directors’ Deferred Compensation Plan, including any accrued dividends, represented 3,961 phantom stock units.

(2)

Amounts in this column represent the aggregate grant date fair value for restricted stock granted during 2021 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation —Stock Compensation. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(3)

Aggregate options outstanding at December 31, 2021 for each of the following non-employee directors was: Besong — 1,755, Milligan — 1,755, Noyce — 3,900, Quass — 3,900, and Skogman — 3,900. Carlton, Clancy, Drahozal, McBride, and Voss have no options outstanding.

(4)

Mr. Evans resigned from the Board of Directors effective immediately following the 2021 Annual Meeting.

Deferred Compensation

In November 2012, the Board of Directors approved the adoption of the 2012 Deferred Compensation Plan for United Fire Group, Inc. Non-Employee Directors (“Directors’ Deferred Compensation Plan”). The Directors’ Deferred Compensation Plan allows non-employee directors the opportunity to defer up to 100% of the annual retainer fee they receive for service on our Board of Directors.

In order to participate in the Directors’ Deferred Compensation Plan, each non-employee director must submit an election form by December 31 prior to the plan year for which compensation will be deferred. Thereafter, the participating director can change or terminate the election for future years by making a timely new election in the prior year. Compensation amounts deferred by non-employee directors are used to acquire “credited stock units” based on the average market price of Company Common Stock during the month the amounts are deferred. Participating directors also acquire additional credited stock units based on the quarterly dividend paid to our registered shareholders. These dividend amounts are based on each participant’s account balance at the time the dividend is paid and the closing market price of Company Common Stock on the dividend payment date. A participating director’s credited stock units are then

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valued on an annual basis based on the closing market price of Company Common Stock on the last trading day of each year. By tying a director’s deferred compensation to the performance of Company Common Stock, we believe this plan allows directors to acquire a more meaningful stake in our company.

When a participating director leaves the Board of Directors, the director may elect to receive the cash value of the credited stock units in the director’s account either in one lump sum or in equal installments paid out over five years. The participating director selects the manner of distribution when the director elects to participate in the Directors’ Deferred Compensation Plan. The amount payable to a director is the value of the credited stock units in the director’s account, valued at the last trading day of the year the director ceases to serve as a director.

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Using a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas.2022 Annual Meeting Proxy CardIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.AProposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3.1. Election of Directors:ForAgainst AbstainForAgainst AbstainForAgainstAbstain+01 - John-Paul E. Besong03 - James W. Noyce04 - Kyle D. Skogman(Class B Director)(Class B Director)(Class B Director)02 - Matthew R. Foran05 - Mark A. Green(Class B Director)(Class C Director)ForAgainstAbstain2. Ratification of the appointment of Ernst & Young LLP as UnitedForAgainst Abstain3. Approval, on an advisory basis, of the compensation of UnitedFire Group, Inc.’s independent registered public accounting firmFire Group, Inc.’s named executive officers.for 2022.BAuthorized Signatures — This section must be completed for your vote to count. Please date and sign below.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.1 U P X+ 03LCKB

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Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders.The material is available at: www.edocumentview.com/ufcsIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.United Fire Group, Inc.Notice of 2022 Annual Meeting of ShareholdersProxy Solicited by Board of Directors for Annual Meeting — May 18, 2022, 10 a.m. Central Time, at 118 Second Avenue SE, Cedar Rapids, IA 52401, and simultaneously conducted live via the Internet at www.meetnow.global/M4LJAGL.James W. Noyce and Sarah E. Madsen, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of United Fire Group, Inc. to be held on May 18, 2022 at 10 a.m. Central Time or at any postponement or adjournment thereof.Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of each of the nominees identified in Proposal 1 and FOR Proposals 2 and 3.In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.(Items to be voted appear on reverse side

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ANNUAL MEETING OF SHAREHOLDERS Questions and Answers About the Annual Meeting Delivery of One Set of Annual Meeting Materials to Shareholders in a Single Residence Electronic Availability of Proxy Materials BOARD OF DIRECTORS Corporate Governance Board Size, Composition and Independence Determination Qualifications, Skills and Diversity of Directors and Director Nominees Board Diversity Matrix Attendance at Director and Shareholder Meetings Director Retirement Director Stock Ownership Board Leadership Structure Risk Oversight by the Board of Directors Chief Executive Officer Performance Evaluation Code of Ethics Board Effectiveness Assessment and Evaluation Process Director Compensation Executive Sessions of Independent Directors Access to Management and Independent Advisers ESG Initiatives and Oversight Committees of the Board Audit Committee Compensation and Human Capital Committee Executive Committee Investment Committee Nominating and Governance Committee Risk Management Committee Director Nomination Process Transactions with Related Persons Communicating with the Board of Directors Shareholder Proposals and Director Nominations for the 2023 Annual Meeting Other Matters PROPOSAL ONE ELECTION OF DIRECTORS Director Nominees Vote Required and Board Recommendation Continuing Directors Director Not Standing for Reelection PROPOSAL TWO RATIFICATION OF THE AUDIT COMMITTEES APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Information About Our Independent Registered Public Accounting Firm Fees Billed to United Fire Group, Inc. During 2021 and 2020

UFCS DEF 14A Report ended May 18, 2022