8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 22, 2022

United Fire Group Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (319) 399-5700

_______________________N/A________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Eric J. Martin as Chief Financial Officer

On March 22, 2022, the Company announced the appointment of Eric J. Martin, age 51, as Chief Financial Officer, effective April 18, 2022. Mr. Martin will report directly to Randy A. Ramlo, President and Chief Executive Officer ("CEO"). Mr. Martin is a graduate of the University of Iowa (Bachelor of Business Administration, Accounting 1993). Mr. Martin was previously employed by Transamerica, most recently as Head of Enterprise Transformation (2020 to present). Mr. Martin also held numerous positions at Transamerica including: Chief Operating Officer, Individual Solutions and Retail Affiliates (2019-2020); Senior Vice President ("SVP"), Controller and Head of Finance (2016-2019); President, Transamerica Business Services (2015-2016); SVP, Chief Accounting Officer (2010-2015); SVP, Director of Finance (2008-2010); VP & Controller (2005-2008); and Corporate Division Controller (2001-2005).

Pursuant to Mr. Martin's Executive Employment Offer Letter dated March 18, 2022, (the "Offer Letter"), Mr. Martin will receive an initial base salary of $475,000 per year and will be eligible to participate in the Company's annual bonus plan on the same terms and conditions as other similarly situated executives, which are subject to the review and approval of the Company's Board of Directors (the "Board"). The Offer Letter also provides that, for 2022, the CEO will recommend a $250,000 cash bonus. The CEO will also recommend to the Board that Mr. Martin's annual target bonus opportunity for subsequent years be set as $285,000 (60% of base salary), with a maximum payout opportunity of $427,500 (150% of target). The Offer Letter provides for a retention bonus payable in June 2023, 2024 and 2025 in the amounts of $10,000, $20,000 and $30,000, respectively.

Mr. Martin is eligible to receive an annual equity award determined by the Board. The Offer Letter provides that, in May 2022, the CEO will recommend to the Board a total award opportunity of 75% of base salary (up to $356,250), comprising of: (i) $89,062.50 in stock options (25%); (ii) $89,062.50 in restricted stock units (“RSUs”) (25%); and (iii) $178,125 in performance stock units valued at target with a maximum payout opportunity of $267,187.50 (150% of target). The Offer Letter also provides that the CEO will recommend that the Board grant Mr. Martin 6,000 RSUs on the one-year anniversary of employment, and 4,000 RSUs on the second anniversary of employment.

Mr. Martin has also entered into the Company's standard form of Change in Control Severance Agreement for its named executive officers. The agreement, among other things, provides 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 his highest annual base salary plus target annual incentive compensation, 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.

Item 7.01 Regulation FD Disclosure.

On March 22, 2022, the Company issued a press release announcing the appointment of Eric J. Martin as Chief Financial Officer effective April 18, 2022. A copy of the press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2

Document

Exhibit 99.1

United Fire Group, Inc. Announces the Appointment of Eric J. Martin as Chief Financial Officer

CEDAR RAPIDS, IOWA – March 22, 2022 – United Fire Group, Inc. (Nasdaq: UFCS) (the "Company" or "UFG"), announced today the appointment of Eric J. Martin, age 51, as Chief Financial Officer, effective April 18, 2022. Mr. Martin brings more than 29 years of experience to UFG, including the last 21 years at Transamerica/AEGON Americas. Mr. Martin was most recently the Head of Enterprise Transformation at Transamerica (2020 to present). He also held numerous other positions at Transamerica including: Chief Operating Officer, Individual Solutions and Retail Affiliates (2019-2020); Senior Vice President ("SVP"), Controller and Head of Finance (2016-2019); President, Transamerica Business Services (2015-2016); SVP, Chief Accounting Officer (2010-2015); SVP, Director of Finance (2008-2010); VP & Controller (2005-2008); and Corporate Division Controller (2001-2005).

Mr. Martin is a graduate of the University of Iowa (Bachelor of Business Administration, Accounting 1993).

"After an extensive search with several qualified candidates, we have appointed Eric as our next Chief Financial Officer," stated Randy A. Ramlo, President and Chief Executive Officer. "We are excited to welcome Eric as part of our management team."

About UFG

Founded in 1946 as United Fire & Casualty Company, UFG, through its insurance company subsidiaries, is engaged in the business of writing property and casualty insurance.

Through our subsidiaries, we are licensed as a property and casualty insurer in 50 states, plus the District of Columbia, and we are represented by approximately 1,000 independent agencies. A.M. Best Company assigns a rating of "A" (Excellent) for members of the United Fire & Casualty Group.

For more information about UFG, visit www.ufginsurance.com or contact:

Randy Patten, AVP and Interim Co-Chief Financial Officer, 319-286-2537 or IR@unitedfiregroup.com.