Safety Announces Board Refreshment and Corporate Governance Enhancement Plan

Safety Insurance has announced its latest measures as part of its ongoing board refreshment and corporate governance enhancement plan being implemented by Safety’s Board of Directors.

Mary C. Moran, incoming chair of the Nominating and Governance Committee commented “These corporate governance enhancements are part of our comprehensive ongoing process being conducted by the Board, in conjunction with the Nominating and Governance Committee. These actions are based on an ongoing review of corporate governance best practices and shareholder input. While we are making this announcement today, we will continue to assess additional changes and adopt other best practices as we did when we adopted the majority vote standard in uncontested director elections in 2019. In addition to these governance changes, the Board remains actively focused on Board refreshment, as evidenced by the appointment of two diverse members over the past few years, while continuing our search for new, highly qualified complementary director nominees.”

Among the actions to be taken are:

  • Increasing the size of the board from six to seven members,
  • Continuation of our board refreshment and corporate governance enhancement plan with an ongoing search for highly qualified director nominees,
  • Appointment of a lead independent director,
  • Appointment of a new chair to the Nominating and Governance Committee, and
  • Adoption of three-year term limits for the chairperson role of the key board committees.

An increase in the size of its Board

As part of a thorough review of board refreshment best practices and policies that began over three years ago, the Board unanimously approved the increase in the number of board seats from six to seven. Starting in August 2021, the Board has been evaluating highly qualified independent nominees and expects to be able to make an announcement with an update on board refreshment prior to the 2022 annual meeting. The Board will present its recommended slate of director nominees in the proxy materials that will be filed with the Securities and Exchange Commission and distributed to stockholders.

Announcement of a Lead Independent Director

The Board has appointed Thalia Meehan to the newly created role of Lead Independent Director. In this role, Ms. Meehan will have the following responsibilities:

  • presiding at all meetings of the Board at which the chair is not present, including executive sessions of the independent directors;
  • serving as liaison between the chair and the independent directors;
  • approving information sent to the Board;
  • approving meeting agendas for the Board;
  • approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;
  • having the authority to call meetings of the independent directors; and
  • if requested by major shareholders, being available for consultation and direct communication.

The adoption of the lead independent director position is a corporate governance best practice and partially based on input from shareholders and proxy advisory firms.

Other changes in Key Committee Chairs:

The Board has adopted three-year term limits for chairperson of the three key board committees, which will apply to the current chairs as follows:

  • Mary C. Moran has assumed the chair of the Nominating and Governance Committee for a term that will end at the 2025 annual shareholder meeting;
  • Thalia Meehan’s term as chair of the Compensation Committee will end at the 2024 annual shareholder meeting; and
  • Peter J. Manning’s term as chair of the Audit Committee will end at the 2023 annual shareholder meeting.

The Company expects to announce its fourth quarter and year end 2021 financial results during the last week of February. The Company’s 2022 annual meeting of stockholders has not yet been scheduled, and stockholders are not required to take any action at this time

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