Conifer Holdings Inc
For the period ended May 22, 2024. Filed Apr 26, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2024 · Filed Apr 26, 2024
Use the contents to explore the available documents and sections.
Contents
PAY VERSUS PERFORMANCE
We are providing the following information about the relationship between executive compensation actually paid (CAP) and certain financial performance of the Company as required by SEC rules. Please see “Executive Compensation” for discussion of our compensation philosophy.
| Year · Summary Compensation Table Total for PEO 11 · Summary Compensation Table Total for PEO 21 · Compensation Actually Paid to PEO 12 · Compensation Actually Paid to PEO 23 · Average Summary Compensation Table Total for Non-PEO NEOs4 · Average Compensation Actually Paid to Non-PEO NEOs5 · Value of Initial Fixed $100 Investment Based On: Total Shareholder Return · Net Loss (in thousands) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | $613,200 | $438,200 | $613,200 | $378,636 | $435,500 | $412,743 | $33.43 | $(25,904) | ||
| 2022 | $612,200 | $ | - | $612,200 | $ | - | $742,968 | $627,442 | $47.72 | $(10,681) |
| 2021 | $561,200 | $ | - | $561,200 | $ | - | $436,200 | $419,684 | $70.52 | $(1,094) |
1 James Petcoff ("PEO 1") served as our principal executive officer (“PEO”) for the full years 2021 and 2022, and from January 1, 2023 until December 31, 2023. Nicholas Petcoff("PEO 2"), who previously served as Co-CEO (but was not considered a PEO), was appointed as Chief Executive Officer and became our PEO on December 31, 2023.
2 Amounts reported reflect CAP for Mr. James Petcoff, as computed in accordance with Item 402(v) of Regulation S-K for each corresponding year. No adjustments were reported as Mr. James Petcoff does not have any equity awards outstanding.
| Year · Reported Summary Compensation Table Total for PEO 1 · Reported Value of Equity Awards (a) · Compensation Actually Paid to PEO 1 | ||||
|---|---|---|---|---|
| 2023 | $613,200 | $ | - | $613,200 |
| 2022 | $612,200 | $ | - | $612,200 |
| 2021 | $561,200 | $ | - | $561,200 |
3 Amounts reported reflect CAP for Mr. Nicholas Petcoff, as computed in accordance with Item 402(v) of Regulation S-K for each corresponding year.
| Year · Reported Summary Compensation Table Total for PEO 2 · Reported Value of Equity Awards(a) · Equity Award Adjustment · Compensation Actually Paid to PEO 2 | |||||
|---|---|---|---|---|---|
| 2023 | $438,200 | $ | - | $(59,564) | $378,636 |
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (ii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Equity Award Adjustments |
|---|---|---|---|
| 2023 | $(67,752) | $8,188 | $(59,564) |
4 Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group for each corresponding year. The names of each of the other NEOs included for the purposes of calculating the average amounts in each applicable year are Mr. Nicholas Petcoff and Mr. Brian Roney for each of 2022 and 2021, and Mr. Brian Roney and Mr. Harold Meloche for 2023.
5 Amounts reported reflect CAP for the other NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K for each corresponding year. The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year · Average Reported Summary Compensation Table Total for Non-PEO NEOs · Average Reported Value of Equity Awards · Average Equity Award Adjustments(a) · Average Compensation Actually Paid to Non-PEO NEOs | |||||
|---|---|---|---|---|---|
| 2023 | $435,500 | $ | - | $(22,757) | $412,743 |
| 2022 | $742,968 | $305,768 | $190,242 | $627,442 | |
| 2021 | $436,200 | $ | - | $(16,516) | $419,684 |
a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Equity Award Adjustments(a) |
|---|---|---|---|
| 2023 | $(25,962) | $3,205 | $(22,757) |
| 2022 | $(5,363) | $(2,327) | $190,242 |
| 2021 | $(15,104) | $(1,412) | $(16,516) |
Analysis of the Information Presented in the Pay versus Performance Table
In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.