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RLI CORP RLI

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

+$1,075,621

+16.3% year-over-year

Peer churn

+1 −1

Members added or dropped across all peer groups

Policy + metric churn

2

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

  • Peer Group

    — · 7 → 7 members

    6 kept · +1 · −1

    Added

    MARKEL GROUP INC. (MKL)

    Removed

    BROOKFIELD Corp /ON/ (BN)

Executive pay

Named executive compensation

ExecutiveStatusFromToΔ TotalΔ %Δ At-risk
Craig W. KliethermesPresident & Chief Executive Officer ​
ChangedCEO$6,616,111

2024

$7,691,732

2025

+$1,075,621+16.3%+1.4 pp
Jennifer L. KlobnakChief Operating Officer ​
Changed$4,230,857

2024

$5,161,917

2025

+$931,060+22.0%+2.2 pp
Todd W. BryantChief Financial Officer ​
Changed$3,225,894

2024

$3,801,633

2025

+$575,739+17.8%+1.5 pp
Jeffrey D. FickChief Legal Officer ​
Changed$1,084,765

2024

$1,110,003

2025

+$25,238+2.3%-1.2 pp
Aaron P. DiefenthalerChief Investment Officer & Treasurer ​
Changed$1,242,923

2024

$1,244,823

2025

+$1,900+0.2%-1.5 pp

Governance

Policy guardrails

  • change in control

    Unchanged

    Not extracted → Not extracted

    “Change in Control”

  • clawback

    Unchanged

    present → present

    “Clawback Policy”) which provides for the recovery, in the event of a required accounting restatement, of incentive-based compensation received by current or former executive officers where that compensation is based on t…”

  • compensation committee

    Unchanged

    Compensation Committee → Compensation Committee

    “The Human Capital & Compensation Committee (“HCCC”) of the Company’s Board of Directors, with the review and approval of the Board of Directors, administers specific compensation programs for senior executive officers an…”

  • compensation consultant

    Unchanged

    Not extracted → Not extracted

    “COMPENSATION CONSULTANT”

  • hedging

    Unchanged

    prohibited → prohibited

    “The Company prohibits NEOs from using financial instruments to reduce the risk of holding Company stock (hedging), or from using Company shares for margin trading or collateral purpose”

  • stock ownership guidelines

    Unchanged

    present → present

    “executive stock ownership: Our compensation programs encourage our employees to build and maintain an ownership interest in the Company. We have established specific executive stock ownership guidelines and our NEOs, as …”

Performance markers

Metric facts

  • median employee compensation

    Changed

    $138,232 → $142,581

    Numeric delta: +4349.00

    “total compensation in the form of long-term incentive awards and limited perquisites did not apply to the median employee. ​​​​​​​​Ratio of CEO to Median Employee Total Compensation ​ ​ ​​​Median Employee 2025 Total Comp…”

  • revenue

    Changed

    $2.01 billion → $2.03 billion

    Numeric delta: +20000000.00

    “of unconsolidated investees and the related taxes were removed from operating earnings, resulting in consistent exclusion of unrealized changes in equity investments from operating results. Prior period amounts, in 2024,…”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

59% shingled-prose overlap between the two filings.

2025: 141,799 chars · 2026: 140,017 chars

  • Committee Report:84% overlap (1,442 → 1,420 chars)
  • Say-on-Pay proposal:93% overlap (3,108 → 3,105 chars)
2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

94 new256 changed100 removed660 unchanged
  • changedThe following Compensation Discussion & Analysis (“CD&A”) describes our executive compensation programs and actions with respect to the following Named Executive Officers (“NEOs”) for 2025: 2024:
  • changedFick, Chief Legal Officer &CorporateSecretary
  • changed32|RLI Corp. 2026 2025Proxy Statement | 29
  • changed​​​​​​​​​​​​​​​Our ​​​​​​​​​​OurResults in 2025 2024and 2024: ​ ​ ​2025 ​ ​ ​2024Gross 2023:20242023GrossPremiums Written:​$2.03 billon​$2.01 Written:​$2.01billon​$1.81billionOperating Earnings (1)​$320.8 million​$269.3 Earnings​$265.4million​$227.7million(Net Earnings minus Realized Gains and Unrealized Gains (Losses) on Equity Securities Net of Tax)​​​ ​Combined Ratio​83.6​86.2(Net CombinedRatio​86.2​86.6(NetLoss and Operating Expense/Net Premiums Earned)​​​ ​Operating OperatingReturn on Equity​21.2% ​18.9%(Operating Equity​18.9%19.4%(OperatingEarnings/Shareholders' Equity)​​​ ​Market MarketValue Potential (MVP) ​$284.4 million​$241.9 ​$241.9million​$188.4million(After Tax Returns Above Cost of Capital)​​​ ​Five-Year Five-YearGrowth in Book Value: Rank Among Peer Companies (including the Company)​2/13​2/12 Company)​2/12​2/13
  • new(1)In 2025, Equity in earnings of unconsolidated investees and the related taxes were removed from operating earnings, resulting in consistent exclusion of unrealized changes in equity investments from operating results.
  • newPrior period amounts, in 2024, have been recast to conform to the current definition.
  • changedIn 2025, 2024,the Company continued to grow revenue and posted solid underwriting and operating performance.
  • changedGross premiums written were $2.03 $2.01billion, an increase of 1% 11percent over 2024. 2023.
  • changedWe posted $616.1 $560.2million of positive net cash flow from operating activities in 2025, 2024,which was used to support insurance operations, expand our investment portfolio, and allow us to return capital to our shareholders in the form of ordinary and special dividends.
  • changedThe Company achieved an 83.6 86.2combined ratio.
  • changedOur results in 2025 represent resultrepresentsour 30th 29thconsecutive year of a combined ratio below 100.
  • changedMarket Value Potential (“MVP”), which is a measure of our after-tax returns above our cost of capital (explained in more detail on page 34) 37)increased to $284.4 $241.9million from $241.9 $188.4million last year due to improved underwriting and investment returns in 2025 2024compared to 2024. 2023.
  • changedAt year-end 2025, 2024,we were second among our 13 12peers when comparing the five-year growth in book value.
  • changedAs reflected on page 13, as of March 16, 2026, 17,2025,executive officers and Directors beneficially held 2.39% 2.16%of Company shares, providing strong alignment with shareholders.
  • changedThe HCCC believes that the Company’s overall compensation approach provides meaningful incentives for the talented management team at the Company to deliver outstanding results for shareholders again in 2025. 2024.
  • changed30 | RLI Corp. 2026 2025Proxy Statement |33
  • changedThe HCCC held five meetings in 2025. 2024.
  • changedRESPONSE TO 2025 2024SAY-ON-PAY VOTE
  • changedAt the 2025 2024Annual Shareholder’s Meeting, we held a shareholder advisory vote on the compensation of our named executive officers, referred to as a Say-on-Pay vote, with over 96 97percent of shareholder votes cast on that item in favor of our executive compensation programs.
  • changedIn 2025, 2024,therefore, the HCCC continued its general approach to executive compensation, as described above in “KEY ATTRIBUTES OF RLI EXECUTIVE COMPENSATION,” and did not make any changes to the Company’s executive compensation programs in response to the 2025 2024Say-on-Pay vote.
  • changedMr. Kliethermes played an important role in the HCCC’s consideration of executive compensation levels and the design of executive compensation plans and programs for other senior executive officers in 2025. 2024.
  • changedManagement also has authority to retain a compensation consultant consultant,but may not retain the same compensation consulting firm retained by the HCCC without approval in advance by the HCCC.
  • changedThe HCCC did not retain a compensation consultant in 2025. 2024.
  • changedManagement retained Lockton Financial Advisors, LLC in 2025 2024to provide advice regarding various elements of executive compensation.
  • changed34|RLI Corp. 2026 2025Proxy Statement | 31
  • changedFor 2025, 2024,the HCCC considered its normal pay practices when setting executive compensation, using market data to assess the overall competitiveness and reasonableness of the Company’s executive compensation program.
  • changedThe table below outlines Peer Companies that were used to evaluate 2025 2024executive compensation.
  • newMarkel Corporation was added as a peer company and no other changes were made in 2025.
  • changedPeer Companies for Assessing 2025 2024Compensation Axis Capital Holdings LimitedGlobal Indemnity LimitedThe Hanover Insurance Group, Inc.James River Group Holdings, Ltd.Kemper Corporation Kinsale Capital Group, Inc.​Markel CorporationOld Inc.​OldRepublic International CorporationProAssurance CorporationSelective Insurance Group, Inc.United Fire Group, Inc.W.R.
  • changedFor the Peer Company comparison performed in 2025 (using 2024 data), 2024,the Company’s market capitalization was fifth fourthamong thirteen twelvecompanies within the Peer Companies, which includes the Company.
  • changedEach year, the HCCC compares the relative ranking among the Company and Peer Companies based on the most recently available public data (2024 (2023data reviewed in early 2025) 2024)for base salaries and total compensation for the President & CEO, COO and CFO positions to the relative performance ranking for the following publicly available performance metrics for the prior year: price-to-book ratio; return on equity; combined ratio; and total shareholder return ("TSR") for one, three and five-year time frames to determine the overall competitiveness of the Company’s executive compensation.
  • changedThe Company’s rank among the Peer Companies for 2025 (13 2024(12companies including RLI), based on 2024 2023results, is shown in the table below:
  • new​​​​​​​​​​​​​Performance Metric ​ ​ ​Price/Book ​ ​ ​Return on Equity ​ ​ ​Combined Ratio ​ ​ ​One-Year TSR ​ ​ ​Three-Year TSR ​ ​ ​Five-Year TSRRLI Rank​2​3​2​6​5​3
  • changed32 | RLI Corp. 2026 2025Proxy Statement |35
  • changed●Long-term incentive compensation grants: equity-based awards under the 2015and2023LTIP to all NEOs and other management members; long-term components through at-risk payouts over time under: 1) the MVP Program for the President & CEO, COO, and CFO; and 2) the UPP Program for the then Chief Investment Officer & Treasurer.
  • changedAs explained further on page 34, 37,some or all of an MVP Program Bonus bank is subject to forfeiture in the event of negative financial returns.
  • changedAll Company executives are provided with travel accident insurance and are reimbursed for out-of-pocket outofpocketcosts for an annual health examination not covered by the Company’s health plan.
  • changedWe consider those salary and annual incentive amounts earned in 2025 2024and paid for 2025 2024to be short-term compensation.
  • changedMVP Program payments made in 2025 2024from amounts earned in prior years, UPP payments in 2025 2024for prior underwriting years, and the grant date fair value of stock options awards in 2025, 2024,on the other hand, are considered long-term compensation.
  • changed36|RLI Corp. 2026 2025Proxy Statement | 33
  • changed​​​​​​​​​​​ ​ ​ ​Short-Term Short-Termas % of Total Compensation ​ ​ ​Long-Term Long-Termas % of Total Compensation​​(Salary and Annual Incentive Earned​(Payment from Bonus Bank for Prior Years andName​and Paid in 2025)​Grant 2024)​GrantDate Fair Value of Stock Options Awarded)Craig W.
  • newKliethermes 52%​48%Todd W.
  • newBryant 55%​45%Jennifer L.
  • newKlobnak 57%​43%Aaron P.
  • changedDiefenthaler (1) (2) 64%​36%Jeffrey 62%​38%JeffreyD.
  • newFick (1) 77%​23%
  • new(1)In 2025, Messrs.
  • changed(2)Mr. Diefenthaler also participated in UPP participatesin 2025 and prior year, UPP,which does have a long-term payout component.
  • changedIn 2025, 2024,participation in the MVP Program was limited to Messrs.
  • newMr. Bryant ceased participation in the MVP Program effective December 31, 2025 due to his retirement from the Chief Financial Officer role and Mr. Diefenthaler became a participant in the MVP Program effective January 1, 2026.
  • changedFor 2025, 2024,each participant in the MVP Program received an MVP incentive award expressed as a percentage of MVP created by the Company in that calendar year.
  • changedThe HCCC compares the performance of the Company and total compensation of the MVP Program participants with comparable performance metrics and compensation at the Peer Companies.
  • changedThe MVP percentage award, expressed as a percentage of MVP, for each participant for 2025 2024was as follows: 2.25 percent for Mr. Kliethermes; 1.1 percent for Mr. Bryant; and 1.6 1.5percent for Ms. Klobnak, which remained the same for Messrs. 2023butwereincreasedcomparedto2022,from2.0percent,1.0percent,and1.15percentrespectively.
  • newKliethermes and Bryant and was increased from 1.5 percent for Ms. Klobnak.
  • changedThe HCCC set the percentage incentive awards for 2025 2024based on the factors described above and the range of expected MVP to be created by the Company in 2025 2024and the projected incentive awards and incentive payouts that would result.
  • newFor 2026, the HCCC approved Mr. Diefenthaler’s participation in MVP
  • changed34 | RLI Corp. 2026 2025Proxy Statement |37
  • neweffective January 1, 2026, with a preliminary award equal to 1% of the Company’s “Market Value Potential”.
  • newAs a transition for 2026, Mr. Diefenthaler will receive the greater of: (a) the bonus determined by the MVP Program; or (b) bonuses under the incentive plans in which he participated in 2025, the Management Incentive Program (“MIP”) based on 2026 corporate metrics and the Underwriting Profit Program (“UPP”) for 2025 and prior underwriting years.
  • changedIn 2025, 2024,the HCCC set base salary ranges for the President & CEO, CFO and COO based on publicly available executive compensation data for 2024 2023from the Peer Companies described on page 32. 35.
  • changedAt the May 13, 2025 2,2024Board meeting, when the annual review of base salaries was conducted by the HCCC, management recommended no abase salary increase for Mr. Kliethermes. Kliethermesof3.85%.
  • changedBased on an assessment of annual cash compensation levels (base salary and annual incentive program payouts), Mr. Kliethermes recommended no base salary anincrease of5.00%for Ms. Klobnak and Klobnak,a3.75%increaseforMr. Bryant, a 3.4% 3.5%increase for Mr. Diefenthaler, and a 3.8% 5.3%increase for Mr. Fick in light of the placement of their respective base salaries compared to other similar positions in the insurance industry.
  • newEffective January 1, 2026 and in connection with his promotion to Chief Financial Officer, Mr. Diefenthaler received an increase in pay to an annual base salary of $400,000.
  • changedThis amount represents the annual compensation component of the MVP Program award (The long-term incentive component of the MVP Program is explained under the section Long-Term Compensation on pages 37-38). 41-42).
  • newFor 2025, Messrs.
  • changedThe calculation of this non-GAAP metric is described on page 30. 33.
  • changedFor 2025, 2024,the Committee evaluated annual objectives and a 98% 95%percent overall achievement factor was applied.
  • changed​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​(A)​(B)​(C = A x B)​(D = C x 20%)​(E = % Achieved)​(F = D x E)​​2025 MVP​Percentage​2025 E)​​2024MVP​Percentage​2024Preliminary​20% Annual Component​Achievement​2025 Component​Achievement​2024AnnualParticipant ​Created Created(*)​Award​MVP Award​Based on Strategic Goals​Rating​Incentive AwardC.
  • newKliethermes​$ 284,395,000​2.25%​$ 6,398,888​$ 1,279,778​98%​$ 1,254,182T.
  • newBryant​$ 284,395,000​1.1%​$ 3,128,345​$ 625,669​98%​$ 613,156J.
  • newKlobnak​$ 284,395,000​1.6%​$ 4,550,320​$ 910,064​98%​$ 891,863
  • changed38|RLI Corp. 2026 2025Proxy Statement | 35
  • changedThe annual objectives for 2025 2024were the same annual objectives for the MVP Program: customer focus (30 percent); continuous improvement (30 percent); community (30 percent); and success metrics (10 percent).
  • changedFor2022and2023,The calculation of ROE excluded the net gain from the sale of the Company’s interest in Maui Jim subsequently received by the Company.
  • changedMVP is used as a financial goal as a proxy for shareholder value creation and is explained beginning on page 34. 37.
  • changedFor 2025, 2024,Mr. Kliethermes recommended, and the HCCC approved, an MIP maximum annual incentive opportunity for Messrs.
  • changedFor 2025, 2024,targets levels and corresponding achievement levels for actual results for financial goals are measured according to the following proportionate payout ranges.
  • changed2025 2024MIP Maximum – Diefenthaler and Fick
  • changed​​​​​​​​​​​​​​​​Payout Range​​Management Incentive Plan Goals ​ ​ ​0% 0%Payout ​ ​ ​100% 100%Payout ​ ​ ​Bonus BonusOpportunitySTRATEGIC GOALS ​ ​ ​Annual AnnualObjectives 0% achievement 100% achievement 20.00%FINANCIAL GOALS ​ ​ ​Operating OperatingReturn on Equity (ROE) 7%​16%​20.00%Market Value Potential (MVP) $0 ​$100M 40.00%Combined Ratio 100%​85%​20.00%​ ​​​​MAXIMUM BONUS​ ​​​​100.00%
  • changedIn 2025, 2024,the following MIP awards were calculated based on the corresponding actual results with respect to financial goals and an aggregate 98% 95%achievement of annual objectives based upon an assessment by senior management of achievement of each annual objective:

Removed from 2025

  • Our results for 2023 and 2024, reflected in the table below, exclude the net gain from the sale of the Company’s interest in Maui Jim - net of tax; net of transaction costs; and net of one-time transactions bonuses paid to all employees other than the NEOs, and in 2023 excludes payment to the net gain resulting from the settlement of an escrow account in connection with that sale.
  • In 2023, Argo Group International Holdings, Ltd. was acquired by Brookfield Reinsurance Ltd. and therefore, removed from the 2024 peer group once that acquisition was completed.
  • No other changes were made to the Peer Companies compared to 2023.
  • After further review and consideration, the Company added Markel Corporation as a peer company for comparing 2025 compensation.
  • ​​​​​​​​​​​​​Performance Metric Price/Book Return on Equity Combined Ratio One-Year TSR Three-Year TSR Five-Year TSRRLI Rank​2​2​2​6​5​3
  • Kliethermes 54%​46%Todd W.
  • Bryant 57%​43%Jennifer L.
  • Klobnak 58%​42%Aaron P.
  • Fick (1) 78%​22%
  • participants with comparable performance metrics and compensation at the Peer Companies.
  • For 2025, the HCCC approved an increase to the percentage of MVP awarded to Ms. Klobnak for future awards which was increased from 1.5 percent to 1.6 percent.
  • MVP Program Guideline Amendment.
  • In 2022 the Company sold its minority interest in Maui Jim, Inc. (“Maui Jim”) to Kering Eyewear for cash proceeds of $686.6 million.
  • The Company recognized a net realized gain of $571.0 million as a result of the sale.
  • The RLI Corp. Annual Incentive Compensation Plan, under which the MVP Program operates, provides the HCCC authority to adjust annual performance goals or performance results to exclude the effects of an extraordinary, unusual or nonrecurring event; discontinued operations; or a divestiture, among other events.
  • In 2022 the HCCC revised the MVP Program to provide that the net gain in 2022 from the sale of Maui Jim shares – net of tax; net of transaction costs; and net of one-time transactions bonuses paid to all employees other than the NEOs, a total of $434.4 million - would be excluded from the calculation of the Actual Return (increase in adjusted GAAP book value), which in turn is used to calculate MVP as described on page 37.
  • The HCCC also revised the calculation of MVP under the MVP Program and MIP Guidelines for 2023 and subsequent years to exclude the lesser amount of net gain from the sale of Maui Jim subsequently received by the Company in 2023 and later from certain escrow accounts established at the time of the close of the transaction in 2022.
  • The HCCC made this determination on the basis of a number of factors including: the guiding principles of RLI executive compensation discussed on page 31; the unique one-time nature of the transaction; market precedent for the treatment of gains by other companies from a one-time sale or divestiture transaction; the longstanding nature of the Company’s investment in Maui Jim; RLI’s contractual obligation to sell its Maui Jim shares pursuant to a Shareholder’s Agreement with the majority owner of Maui Jim; and the minority interest held by RLI and resulting lack of direct control over Maui Jim’s business by RLI, among other factors.
  • MVP is also a financial goal in the Management Incentive Program in which Messrs.
  • Diefenthaler and Fick participate, as further explained beginning on page 39, and in Company’s Underwriter Incentive Program and Associate Incentive Program.
  • The net gain from the sale of Maui Jim received by the Company in 2022 and 2023 was excluded from the calculation of MVP achieved in 2022 and 2023 in each of these incentive programs in the same manner and for the same reasons it was excluded from the MVP Program.
  • For 2024, Messrs.
  • Kliethermes​$ 241,854,000​2.25%​$ 5,441,715​$ 1,088,343​95%​$ 1,033,926T.
  • Bryant​$ 241,854,000​1.1%​$ 2,660,394​$ 532,079​95%​$ 505,475J.
  • Klobnak​$ 241,854,000​1.5%​$ 3,627,810​$ 725,562​95%​$ 689,284
  • 2024 MIP Award
  • Diefenthaler​ 100​ 18.9​ 20.0​$ 241,854,000​ 40.000​ 86.2​ 18.40​ 95​ 19.000​ 97.400​$ 357,945Jeffrey D.
  • Fick 100​ 18.9​ 20.0​$ 241,854,000​ 40.000​ 86.2​ 18.40​ 95​ 19.000​ 97.400​$ 389,600
  • Kliethermes 2.25% 5,441,715​ 1,088,343​ 1,033,926​ 4,353,372​ 5,441,715Todd W.
  • Bryant 1.1% 2,660,394​ 532,079​ 505,475​ 2,128,315​ 2,660,394Jennifer L.
  • Klobnak 1.5% 3,627,810​ 725,562​ 689,284​ 2,902,248​ 3,627,810
  • Kliethermes 6,311,095​ 5,441,715​ 11,752,810​ 3,878,427​ 7,874,383Todd W.
  • Bryant 2,904,890​ 2,660,394​ 5,565,284​ 1,836,544​ 3,728,740Jennifer L.
  • Klobnak 3,795,178​ 3,627,810​ 7,422,988​ 2,449,586​ 4,973,402
  • Kliethermes 3,878,427​ 1,033,926​ 4,912,353Todd W.
  • Bryant 1,836,544​ 505,475​ 2,342,019Jennifer L.
  • Klobnak 2,449,586​ 689,284​ 3,138,870
  • The HCCC believes that
  • There were no ESOP plan forfeitures added to participants’ accounts for 2024.
  • Diefenthaler and Fick elected to defer income in 2024.
  • Bryant 2024 413,115​0​0​ 388,605​ 2,342,019​ —​ 82,155​ 3,225,894Chief Financial Officer 2023 391,539​0​0​ 490,684​ 1,777,668​ —​ 84,803​ 2,744,694​ 2022 366,539 0 0 637,915 1,109,057 — 78,430 2,191,941​​​​​​​​​​​​​​​​​​​Jennifer L.
  • Klobnak 2024 520,577​0​0​ 500,833​ 3,138,870​ —​ 70,577​ 4,230,857Chief Operating Officer 2023 491,539​0​0​ 333,880​ 2,345,466​ —​ 69,506​ 3,240,391​ 2022 474,539​0 0​ 919,340​ 1,374,436​ —​ 69,840​ 2,838,155​​​​​​​​​​​​​​​​​​​Aaron P.
  • Diefenthaler 2024 366,096​0​0​ 218,470​ 587,780​ —​ 70,577​ 1,242,923Chief Investment Officer & Treasurer 2023 349,923​0​0​ 200,475​ 555,754​ —​ 69,506​ 1,175,658​ 2022 336,616​0 0​ 406,220​ 500,790​ —​ 69,840​ 1,313,466​​​​​​​​​​​​​​​​​​​Jeffrey D.
  • Fick​2024​396,308​0​0​ 228,280​ 389,600​ —​ 70,577​ 1,084,765Chief Legal Officer & Corporate Secretary​2023​373,231​0​0​ 257,906​ 369,615​ —​ 69,506​ 1,070,258​​2022​356,616​0​0​293,123​ 290,063​ —​ 69,840​ 1,009,642
  • Ms. Klobnak did not use this benefit in 2024.
  • ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​ ​​(a)​(b)​(c)​(d = b - c)​(e = a x d)​ ​​​​​​​​​​​​​Total aggregate​​​​​​​​​​​​Aggregate​incremental​​​​​​Company​​​​incremental​cost to​​​​​​variable​Hourly rate​cost to​Company​​​​​​operating​charged for​Company​for all personal​​​​Personal​cost per​personal​​per personal​hours flown​​Year​hours flown​hour flown​hours flown​hour flown​in yearCraig W.
  • Kliethermes 2024​ 12.6​$ 4,198​$2,300​$ 1,898​$ 23,915Todd W.
  • Bryant​2024​ 6.1​$ 4,198​$2,300​$ 1,898​$ 11,578
  • Kliethermes​02/01/24​​​​​​​15,000​67.97​229,500​​05/02/24​​​​​​​14,500​71.58​226,272​​08/01/24​​​​​​​14,500​74.52​235,553​​11/01/24​​​​​​​14,500​78.61​246,210​​​​0​3,811,008​7,500,000​​​​​​​​​​​​​​​​​​​​​Todd W.
  • Bryant​02/01/24​​​​​​​6,250​67.97​95,625​​05/02/24​​​​​​​6,000​71.58​93,630​​08/01/24​​​​​​​6,000​74.52​97,470​​11/01/24​​​​​​​6,000​78.61​101,880​​​​0​1,777,668​7,500,000​​​​​​​​​​​​​​​​​​​​​Jennifer L.
  • Klobnak​02/01/24​​​​​​​8,000​67.97​122,400​​05/02/24​​​​​​​7,750​71.58​120,939​​08/01/24​​​​​​​7,750​74.52​125,899​​11/01/24​​​​​​​7,750​78.61​131,595​​​​0​2,345,466​7,500,000​​​​​​​​​​​​​​​​​​​​​Aaron P.
  • Diefenthaler​05/02/24​​​​​​​14,000​71.58​218,470​​​​0​555,754​7,500,000​​​​​​​​​​​​​​​​​​​​​Jeffrey D.
  • Fick​02/01/24​​​​​​​3,750​67.97​57,375​​05/02/24​​​​​​​3,500​71.58​54,618​​08/01/24​​​​​​​3,500​74.52​56,857​​11/01/24​​​​​​​3,500​78.61​59,430​​​​0​369,615​7,500,000​​​​​​
  • who will become Retirement eligible in the calendar year of grant.
  • Kliethermes 08/21/20​​32,000​8,000​​​43.120​08/21/28​​ 05/06/21​​16,800​11,200​​​53.010​05/06/29​​ 05/05/22​​60,000​90,000​​​54.800​05/05/30​​ 05/04/23​​3,000​12,000​​​68.295​05/04/31​​​08/01/23​​3,000​12,000​​​67.205​08/01/31​​​11/01/23​​3,000​12,000​​​67.610​11/01/31​​​02/01/24​​0​15,000​​​67.970​02/01/32​​​05/02/24​​0​14,500​​​71.575​05/02/32​​​08/01/24​​0​14,500​​​74.515​08/01/32​​​11/01/24​​0​14,500​​​78.605​11/01/32​Todd W.
  • Bryant 02/03/20​​0​1,500​​​43.810​02/03/28​​ 08/21/20​​0​2,000​​​43.120​08/21/28​​ 11/02/20​​0​2,000​​​41.140​11/02/28​​ 02/01/21​​6,000​4,000​​​45.320​02/01/29​​ 05/06/21​​3,600​2,400​​​53.010​05/06/29​​ 08/02/21​​3,600​2,400​​​50.535​08/02/29​​ 11/01/21​​3,600​2,400​​​51.510​11/01/29​​ 02/01/22​​2,400​3,600​​​48.925​02/01/30​​ 05/05/22​​6,800​10,200​​​54.800​05/05/30​​ 08/01/22​​6,800​10,200​​​51.780​08/01/30​​​11/01/22​​6,800​10,200​​​62.990​11/01/30​​​02/01/23​​3,400​13,600​​​65.890​02/01/31​​​05/04/23​​1,250​5,000​​​68.295​05/04/31​​​08/01/23​​1,250​5,000​​​67.205​08/01/31​​​11/01/23​​1,250​5,000​​​67.610​11/01/31​​​02/01/24​​0​6,250​​​67.970​02/01/32​​​05/02/24​​0​6,000​​​71.575​05/02/32​​​08/01/24​​0​6,000​​​74.515​08/01/32​​​11/01/24​​0​6,000​​​78.605​11/01/32​Jennifer L.
  • Klobnak 08/21/20​​32,000​8,000​​​43.120​08/21/28​​ 05/06/21​​16,800​11,200​​​53.010​05/06/29​​​05/05/22​​34,400​51,600​​​54.800​05/05/30​​​05/04/23​​1,600​6,400​​​68.295​05/04/31​​​08/01/23​​1,600​6,400​​​67.205​08/01/31​​​11/01/23​​1,600​6,400​​​67.610​11/01/31​​​02/01/24​​0​8,000​​​67.970​02/01/32​​​05/02/24​​0​7,750​​​71.575​05/02/32​​​08/01/24​​0​7,750​​​74.515​08/01/32​​​11/01/24​​0​7,750​​​78.605​11/01/32​Aaron P.
  • Diefenthaler 05/03/18​​18,000​0​​​28.070​05/03/26​​ 05/02/19​​15,000​0​​​37.830​05/02/27​​ 08/21/20​​20,000​5,000​​​43.120​08/21/28​​​05/06/21​​9,600​6,400​​​53.010​05/06/29​​ 05/05/22​​15,200​22,800​​​54.800​05/05/30​​​05/04/23​​3,000​12,000​​​68.295​05/04/31​​​05/02/24​​0​14,000​​​71.575​05/02/32​Jeffrey D.
  • Fick 08/21/20​​6,666​1,668​​​43.120​08/21/28​​ 11/02/20​​6,666​1,668​​​41.140​11/02/28​​ 02/01/21​​4,998​3,334​​​45.320​02/01/29​​​05/06/21​​2,400​1,600​​​53.010​05/06/29​​​08/02/21​​2,400​1,600​​​50.535​08/02/29​​​11/01/21​​2,400​1,600​​​51.510​11/01/29​​​02/01/22​​1,600​2,400​​​48.925​02/01/30​​​05/05/22​​3,000​4,500​​​54.800​05/05/30​​​08/01/22​​3,000​4,500​​​51.780​08/01/30​​​11/01/22​​3,000​4,500​​​62.990​11/01/30​​​02/01/23​​1,500​6,000​​​65.890​02/01/31​​​05/04/23​​750​3,000​​​68.295​05/04/31​​​08/01/23​​750​3,000​​​67.205​08/01/31​​​11/01/23​​750​3,000​​​67.610​11/01/31​​​02/01/24​​0​3,750​​​67.970​02/01/32​​​05/02/24​​0​3,500​​​71.575​05/02/32​​​08/01/24​​0​3,500​​​74.515​08/01/32​​​11/01/24​​0​3,500​​​78.605​11/12032​
  • Kliethermes 43,000 1,741,060 Todd W.
  • Bryant 52,500 2,337,508 Jennifer L.
  • Klobnak 80,000 4,009,000 Aaron P.
  • Diefenthaler 22,000 1,363,340 Jeffrey D.
  • Fick 48,000 2,231,900
  • Kliethermes (1) 0​435,372​0 ​2,119,165 Todd W.
  • Diefenthaler (3) 87,808​77,723​0 ​472,098 Jeffrey D.
  • Fick (3) 0​62,574 ​0 ​458,148
  • (1)The amounts shown for Mr. Kliethermes in column (c) reflect the dividends paid on, and change in the value of, the investments held in his account under the Deferred Plan, which is described in further detail on page 43.
  • These amounts were included in the amounts shown in the 2024 Summary Compensation Table for Messrs.
  • Diefenthaler and Fick.
  • Dividends paid on Company shares held in the Deferred Plan are also deferred and are used to purchase additional shares held in the Deferred Plan.
  • The amounts shown in column (c) were not included in amounts shown in the 2024 Summary Compensation Table for Messrs.
  • Diefenthaler and Fick.
  • Amounts deferred in previous years were included in the Summary Compensation Table in the year of such deferrals.
  • (1)Messrs.
  • In 2024, Messrs.
  • -2020: Mr. Michael served as the PEO for the entirety of 2020.
  • Kliethermes; Todd W.
  • Bryant; Jennifer L.
  • Klobnak; and Aaron P.

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