SAFETY INSURANCE GROUP INC
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
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Item 9B. Other Information
The Company had no information required to be disclosed on a Form 8-K during the fourth fiscal quarter of 2024 that has not already been reported.
On September 12, 2024, George Murphy, the Company’s President and Chief Executive Officer, entered into a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Mr. Murphy’s 10b5-1 Plan provides for the potential sale of up to 4,791 shares of the Company’s common stock between February 22, 2025 and September 4, 2025. The potential sale is related to the expected share vesting in February 2025 and related to sell-to-cover transaction.
On September 12, 2024, Paul Narciso, the Company’s Vice President of Claims, entered into a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Mr. Narciso’s 10b5-1 Plan provides for the potential sale of up to 1,926 shares of the Company’s common stock between February 22, 2025 and September 4, 2025. The potential sale is related to the expected share vesting in February 2025 and related to sell-to-cover transaction.
On September 12, 2024, Brian Lam, the Company’s Vice President of Insurance Operations, entered into a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Mr. Lam’s 10b5-1 Plan provides for the potential sale of up to 405 shares of the Company’s common stock between February 22, 2025 and September 4, 2025. The potential sale is related to the expected share vesting in February 2025 and related to sell-to-cover transaction.
On September 16, 2024, Christopher Whitford, the Company’s Vice President, Chief Financial Officer, and Treasurer, entered into a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Mr. Whitford’s 10b5-1 Plan provides for the potential sale of up to 2,242 shares of the Company’s common stock between February 22, 2025 and September 4, 2025. The potential sale is related to the expected share vesting in February 2025 and related to sell-to-cover transaction.
On September 16, 2024, Stephen Varga, the Company’s Vice President of Management Information Systems, entered into a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Mr. Varga’s 10b5-1 Plan provides for the potential sale of up to 3,051 shares of the Company’s common stock between February 22, 2025 and September 4, 2025. The potential sale is related to the expected share vesting in February 2025 and related to sell-to-cover transaction.
On September 18, 2024, Glenn Hiltpold, the Company’s Vice President of Actuarial Services, entered into a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Mr. Hiltpold’s 10b5-1 Plan provides for the potential sale of up to 1,308 shares of the Company’s common stock between February 22, 2025 and September 4, 2025. The potential sale is related to the expected share vesting in February 2025 and related to sell-to-cover transaction.
On September 19, 2024, Mary McConnell, the Company’s Vice President of Underwriting, entered into a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Ms. McConnell’s 10b5-1 Plan provides for the potential sale of up to 406 shares of the Company’s common stock between February 22, 2025 and September 4, 2025. The potential sale is related to the expected share vesting in February 2025 and related to sell-to-cover transaction.
On September 20, 2024, John Drago, the Company’s Vice President of Marketing, entered into a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Mr. Drago’s 10b5-1 Plan provides for the potential sale of up to 1,707 shares of the Company’s common stock between February 22, 2025 and September 4, 2025. The potential sale is related to the expected share vesting in February 2025 and related to sell-to-cover transaction.
The following disclosures relate to actions taken by the Board of Directors of the Company (the "Board"), the Compensation Committee of the Board and the Board of Directors of Safety Insurance Company and would otherwise have been filed during the first fiscal quarter of 2025 on a Form 8-K.
| ● | On February 25, 2025, the Compensation Committee of the Board approved the 2024 annual executive cash bonus pool in the total amount of $3,079 pursuant to the Annual Performance Incentive Plan. Of the total pool, the following amounts were allocated to the Company's CEO and Named Executive Officers: George M. Murphy, $1,390; Christopher T. Whitford, $375; Stephen A. Varga, $289; and Paul J. Narciso, $276. |
| ● | On February 25, 2025, the Compensation Committee of the Board approved executive long-term incentive awards to certain members of senior management pursuant to the Amended 2018 Plan. The long-term incentive awards were granted in a total amount of $3,550 in the form of restricted stock, to be effective on and given a fair value of the closing price of our common stock on February 25, 2025. Of the total award, 45% vests in three annual installments of 30% on February 25, 2026, 30% on February 25, 2027, and 40% on February 25, 2028 and were allocated to the Company's Named Executive Officers as follows: George M. Murphy, $495 worth of restricted stock; Christopher T. Whitford, $191 worth of restricted stock; Stephen A. Varga, $180 worth of restricted stock; and Paul J. Narciso, $158 worth of restricted stock. Of the total award, 55% vests over a three-year performance period commencing on January 1, 2025 and ending on December 31, 2027. Vesting of these shares is dependent upon the attainment of pre-established performance objectives and were allocated to the Named Executive Officers as follows: George M. Murphy $605 worth of restricted stock; Christopher T. Whitford, $234 worth of restricted stock; Stephen A. Varga, $220 worth of restricted stock; and Paul J. Narciso, $193 worth of restricted stock. |
| ● | Upon recommendation from the Compensation Committee, on February 25, 2025, the Board approved executive deferred compensation awards pursuant to the Executive Incentive Compensation Plan in the total amount of $965. Of the total award, the following amounts were allocated to the Company's CEO and Named Executive Officers: George M. Murphy, $262; Christopher T. Whitford, $147; Stephen A. Varga, $113; and Paul J. Narciso, $108. |
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