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The election of the three persons our board of directors has nominated to serve as Class C directors, each for a term of three years and until the election of their respective successors and their respective successors take office; and

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The ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2022.

	By order of our board of directors,
	Kevin G. Burke,
	President and Chief Executive Officer
March 18, 2022
Marietta, Pennsylvania

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this proxy statement;

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a form of proxy card;

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a postage-paid return envelope for the convenience of our stockholders in returning their completed and signed proxy card to the firm that tabulates the results of the proxy votes of our stockholders; and

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our 2021 Annual Report.

		Year Ended December 31
		2021				2020				2019
Total revenues		$816.5 million				$777.8 million				$812.5 million
Net income		25.3 million				52.8 million				47.2 million
Net income per diluted Class A share			0.83				1.83				1.67
Net income per Class B share			0.74				1.65				1.51

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“Annual Meeting” or “2022 Annual Meeting” means our annual meeting of stockholders that we will hold virtually on April 21, 2022;

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“Annual Report” or “2021 Annual Report” means our Annual Report to our stockholders for 2021;

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“Atlantic States” means Atlantic States Insurance Company;

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“Code” means the Internal Revenue Code of 1986, as amended;

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“Computershare” means Computershare Trust Company, N.A., the transfer agent for our Class A common stock and our Class B common stock;

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“DGCL” means the Delaware General Corporation Law, as amended;

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“DGI,” “we,” “us” or “our” means Donegal Group Inc.;

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“Donegal Mutual” means Donegal Mutual Insurance Company;

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“Exchange Act” means the Securities Exchange Act of 1934, as amended;

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“Form 10-K Report” means the annual report on Form 10-K that we file annually with the SEC;

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“MICO” means Michigan Insurance Company;

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“PCAOB” means the Public Company Accounting Oversight Board (United States);

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“Peninsula” means the Peninsula Insurance Group;

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“PHCA” means the Pennsylvania Insurance Holding Companies Act, as amended;

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“SEC” means the Securities and Exchange Commission; and

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“Southern” means Southern Insurance Company of Virginia.

	Page
PROXY STATEMENT	i
Introduction	i
Summary of Our 2021 Performance	ii
OUR 2022 ANNUAL MEETING	1
OUR BUSINESS STRATEGIES	13
CERTAIN BENEFICIAL OWNERS OF OUR CLASS A COMMON STOCK AND OUR CLASS B COMMON STOCK	14
Beneficial Owners of 5% or More of Our Class A Common Stock or Our Class B Common Stock	14
The Beneficial Ownership of Our Stock by Our Directors and Executive Officers	14
Delinquent Section 16(a) Reports	16
THE RELATIONSHIP OF DONEGAL MUTUAL AND DGI	16
Introduction	16
Donegal Mutual's Controlling Interest in Our Common Stock	16
The Interrelated Operations of Donegal Mutual and Our Insurance Subsidiaries	17
Inter-Company Transactions	18
The Coordinating Committee	20
The Risk Management Committee	23
CORPORATE GOVERNANCE	23
The Composition of Our Board of Directors	24
Board Leadership Structure and the Role of Our Board of Directors in Risk Oversight	25
The Committees of Our Board of Directors	26
Compensation Committee Interlocks and Insider Participation	31
Related Person Transactions	31
Our Code of Business Conduct and Ethics; Our Internal Audit Department; Hedging	32
No Material Proceedings	32
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS	32
Executive Summary	32
2021 Performance Review	33
Our Compensation Process	33
Summary of the 2021 Compensation of Our Named Executive Officers	34
Director Compensation	38
Our Compensation Philosophy and Risk Management Considerations	43
Employment Agreements; Consulting Agreement with Our Former Chief Executive Officer	44
Potential Payments to Our Named Executive Officers upon Termination or a Change-of -Control	46
Limitations on the Deductibility of Compensation	49
Our Cash Incentive Bonus Plan	50
Our Long-Term Executive Incentive Plan	51
Other Aspects of Our Compensation Philosophy	52

Summary Compensation Table	52
Grants of Plan-Based Awards	54
Stock Incentive Plans	54
Outstanding Equity Awards at December 31, 2021	55
Option Exercises and Stock Vested	57
Pension Benefits	57
Non-Qualified Deferred Compensation	57
Limitation of Liability and Indemnification	57
Pay Ratio Disclosure	58
Joint Report of the Compensation Committees of Donegal Mutual and DGI	59
Equity Compensation Plan Information	60
PROPOSAL 1 – ELECTION OF DIRECTORS	61
PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT BY OUR AUDIT COMMITTEE OF KPMG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022	68
AUDIT AND NON-AUDIT FEES	68
Report of our Audit Committee	69
STOCKHOLDER PROPOSALS FOR OUR 2023 ANNUAL MEETING OF STOCKHOLDERS	71
HOUSEHOLDING	74
DIRECTOR - STOCKHOLDER COMMUNICATIONS	74
OTHER MATTERS	74

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the election of the following three persons our board of directors has nominated to serve as Class C directors, each for a term of three years and until the election of their respective successors and their respective successors take office:

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the ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2022.

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no stockholder may validly present a nomination of a candidate for election as a Class C director or validly propose any other item of stockholder business; and

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we will not conduct a vote of our stockholders on any item of stockholder business other than those two items of stockholder business we describe in this proxy statement and in our accompanying notice of our 2022 Annual Meeting and procedural matters related to the conduct of our 2022 Annual Meeting.

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the stockholder of record makes a written request to make such an examination at our principal executive offices during such ten-day period addressed to Jeffrey D. Miller, our executive vice president and chief financial officer; and

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we determine, in our discretion, that the stockholder of record’s request to examine our stockholder list is proper and legally relevant to one of the two items of stockholder business we will conduct at our 2022 Annual Meeting.

Item of Business		Routine		Non-Routine
Election of Class C directors				X
Ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for the year ending December 31, 2022		X

Proposals for Your Vote		Voting Options		Vote Required		Effect of Abstentions		Effect of Broker Non-Votes
Election of three Class C directors		“For” or “Withhold”		Plurality of the votes cast		No effect		No effect
Ratification of appointment of independent public accounting firm		“For,” “Against” or “Abstain”		Majority of votes cast		No effect		Brokers have discretion to vote

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25,787,922 shares of our Class A common stock, each share of which entitles its holder to cast one-tenth of a vote per share with respect to each matter we submit to a vote of our stockholders at our 2022 Annual Meeting; and

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5,576,775 shares of our Class B common stock, each share of which entitles its holder to cast one vote per share with respect to each matter we submit to a vote of our stockholders at our 2022 Annual Meeting.

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the holders of record of all of our outstanding shares of Class A common stock have the right to cast a total of 2,578,792 votes on each matter we submit to a vote of our stockholders at our 2022 Annual Meeting;

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the holders of record of all of our outstanding shares of Class B common stock have the right to cast a total of 5,576,775 votes on each matter we submit to a vote of our stockholders at our 2022 Annual Meeting; and

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the holders of record of all of our outstanding shares of Class A common stock and the holders of record of all of our outstanding shares of Class B common stock voting together as a single class have the right to cast a total of 8,155,567 votes on each matter we submit to a vote of our stockholders at our 2022 Annual Meeting.

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for the election of Scott A. Berlucchi, Barry C. Huber and S. Trezevant Moore, Jr. to serve as Class C directors, each for a term of three years and until the election of their respective successors and their respective successors take office; and

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for the ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2022.

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elect Scott A. Berlucchi, Barry C. Huber and S. Trezevant Moore, Jr. to serve as Class C directors, each for a term of three years and until the election of their respective successors and their respective successors take office; and

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ratify the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2022.

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For the election of Scott A. Berlucchi, Barry C. Huber and S. Trezevant Moore, Jr. to serve as Class C directors, each for a term of three years and until the election of their respective successors and their respective successors take office; and

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For ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2022.

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For the election of the three nominees for Class C directors we name in this proxy statement; and

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For ratification of the appointment by our audit committee of KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2022.

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submitting to our corporate secretary a notice of revocation of your proxy by telephone, via the Internet or by mail at Donegal Group Inc., P.O. Box 302, Marietta, PA 17547;

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returning a second proxy dated later than the date of your first proxy by telephone, via the Internet or by mail; or

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voting during our 2022 Annual Meeting live webcast.

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achieving sustained excellent financial performance by carefully selecting product lines and individual risks, utilizing data analytics and predictive modeling tools to inform risk selection and pricing decisions, managing property exposures in catastrophe-prone areas and evaluating claims history on a regular basis to analyze the adequacy of the underwriting guidelines and product pricing of our insurance subsidiaries;

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strategically modernizing our operations and processes to transform our business through the utilization of technology, development and expansion of risk-based pricing segmentation, analytical innovation, predictive modeling solutions, formal data strategies, performance monitoring, enhanced reporting mechanisms and process excellence;

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capitalizing on opportunities to grow profitably by expanding organically within the existing markets of our insurance subsidiaries, developing, maintaining and expanding quality independent insurance agency representation and executing state-specific strategies for growth or reduction of premiums, agency distribution and enhanced profit generation over the next several years;

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delivering a superior experience to agents and policyholders by providing fully automated underwriting and policy issuance portals that substantially ease data entry and facilitate the quoting and issuance of policies for the independent agents of our insurance subsidiaries and providing a consistently responsive level of claims service, underwriting and customer support; and

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exploring opportunities to acquire property and casualty insurance companies to augment the organic growth of our insurance subsidiaries and expand our business in a given region over time.

		Class A Common Stock								Class B Common Stock
Name and Address of Beneficial Owner		Shares Beneficially Owned				Percent Owned				Shares Beneficially Owned				Percent Owned
Donegal Mutual Insurance Company 1195 River Road Marietta, PA 17547			10,542,692				40.9	%			4,654,339				83.5	%
Dimensional Fund Advisors LP(1) 6300 Bee Cave Road Austin, TX 78746			1,667,619				6.5				—				—
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055			1,377,134				5.3				—				—

(1)	Dimensional Fund Advisors LP reported the ownership information shown in the above table in a Schedule 13G/A it filed with the SEC on February 8, 2022. Dimensional Fund Advisors LP disclaims beneficial ownership of these shares.

(2)	BlackRock, Inc. reported the ownership information shown in the above table in a Schedule 13G it filed with the SEC on February 4, 2022.

		Class A Common Stock								Class B Common Stock
Name of Individual or Identity of Group(1)		Shares Beneficially Owned				Percent Owned				Shares Beneficially Owned				Percent Owned
Directors:
Scott A. Berlucchi			49,397				—				—				—
Dennis J. Bixenman			48,655				—				—				—
Kevin G. Burke			283,247				1.1	%			—				—
Jack L. Hess			110,855				—				—				—
Barry C. Huber			36,067				—				—				—
David C. King			2,500				—				—				—
Kevin M. Kraft, Sr.			53,936				—				—				—
Jon M. Mahan			49,988				—				—				—
S. Trezevant Moore, Jr.			66,655				—				1,000				—
Annette B. Szady			2,500				—				—				—
Richard D. Wampler, II			51,102				—				—				—
Named Executive Officers:
Jeffrey D. Miller			312,575				1.2				584				—
Jeffery T. Hay			4,197				—				—				—
Richard G. Kelley			231,579				—				—				—
Sanjay Pandey			261,417				1.0				—				—
All directors and executive officers as a group (23 persons)			2,686,652				9.6				1,750				—

(1)	Each director we name above holds currently exercisable stock options or options that become exercisable within 60 days after March 1, 2022 to purchase 42,000 shares of our Class A common stock with the exception of the following directors:

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Mr. Burke holds currently exercisable stock options to purchase 273,000 shares of our Class A common stock;

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Mr. Huber holds currently exercisable stock options to purchase 22,200 shares of our Class A common stock; and

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Mr. King and Mrs. Szady hold currently exercisable stock options to purchase 1,500 shares of our Class A common stock.

Mr. Miller	-	260,667 shares;
Mr. Hay	-	3,333 shares;
Mr. Kelley	-	195,333 shares; and
Mr. Pandey	-	233,333 shares.

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our stockholders;

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the policyholders of our insurance subsidiaries and the policyholders of Donegal Mutual;

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Donegal Mutual’s employees who provide services to us and our insurance subsidiaries pursuant to a services agreement we describe later in this proxy statement;

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the independent insurance agents who represent Donegal Mutual and our insurance subsidiaries; and

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the local communities in which Donegal Mutual, we and our insurance subsidiaries maintain offices.

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facilitating the stable management, consistent underwriting discipline, external growth and long-term profitability of the Donegal Insurance Group;

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creating operational and expense synergies given the combined resources and operating efficiencies of the member companies of the Donegal Insurance Group;

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providing Donegal Mutual and Atlantic States with a significantly larger underwriting capacity than either company could achieve independently because of the underwriting pool Donegal Mutual and Atlantic States maintain;

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enhancing our opportunities to expand by acquisition because of the ability of Donegal Mutual to acquire control of other mutual insurance companies, reinsure substantially all of their insurance business and place such reinsured business in the underwriting pool; and

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producing more uniform and stable underwriting results for the Donegal Insurance Group than any of the individual member companies could achieve without the relationships between Donegal Mutual and our insurance subsidiaries we describe in this proxy statement.

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Donegal Mutual and Peninsula had a quota-share reinsurance agreement under which Peninsula transferred to Donegal Mutual 100% of the premiums and losses related to the workers’ compensation product line Peninsula wrote in certain states. Because of the reinsurance pooling agreement between Donegal Mutual and Atlantic States, we received an 80% allocation of the Peninsula business Donegal Mutual reinsured. Donegal Mutual and Peninsula terminated this reinsurance agreement on a run-off basis effective January 1, 2022;

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Donegal Mutual and MICO had a quota-share reinsurance agreement that transferred 25% of MICO’s business to Donegal Mutual. Because of the reinsurance pooling agreement between Donegal Mutual and Atlantic States, we received an 80% allocation of the MICO business Donegal Mutual reinsured. Donegal Mutual and MICO terminated this reinsurance agreement on a run-off basis effective January 1, 2022; and

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Donegal Mutual had a catastrophic reinsurance agreement with each of Atlantic States, MICO, Peninsula, and Southern that provides coverage under any one catastrophic occurrence above $2.0 million, with a combined retention of $5.0 million for a catastrophic occurrence involving a combination of those companies, up to the amount Donegal Mutual and our insurance subsidiaries retain under catastrophe reinsurance agreements with unaffiliated reinsurers. The parties renewed this reinsurance agreement on similar terms for 2022.

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both of our members on the coordinating committee determine that the new agreement or the change in an existing agreement is fair and equitable to us and in the best interests of our stockholders; and

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both of Donegal Mutual’s members on the coordinating committee determine that the new agreement or the change in an existing agreement is fair and equitable to Donegal Mutual and in the best interests of Donegal Mutual’s policyholders.

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evaluating the effectiveness of the Donegal Insurance Group’s assessment and management of the risks that may be material to the Donegal Insurance Group;

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developing and recommending policies and procedures relating to risk assessment, risk management and risk reporting;

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oversight of our system of disclosure controls and system of internal controls over financial reporting;

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complying with applicable legal and regulatory requirements;

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assessing the Donegal Insurance Group’s risk management, legal compliance and risk-control activities and the adequacy of such activities in identifying, assessing and monitoring the risks that confront the Donegal Insurance Group;

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reporting periodically to the respective boards of directors of Donegal Mutual and us; and

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analyzing annually the committee’s performance of the responsibilities assigned to it.

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the recommendation of the appointment of an independent registered public accounting firm for our insurance company subsidiaries;

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the review of the financial condition of our insurance company subsidiaries;

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the review of the scope and results of the independent audit and any internal audit of our insurance company subsidiaries;

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the nomination of candidates for election as our directors by our stockholders; and

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the evaluation of the performance of the principal officers of each of our insurance company subsidiaries and the recommendation to their respective boards of directors as to the selection and compensation of their respective principal officers.

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the executive committee;

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the audit committee;

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the nominating committee; and

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the compensation committee.

	Our Board Committees
	Executive		Audit		Nominating		Compensation
Number of Meetings Held in 2021	12		8		1		5
Number of Meetings Attended in 2021 by Members of the Committees:
Kevin G. Burke	12		—		—		—
Jack L. Hess	12		8		1		5
Barry C. Huber	—		8		—		—
Kevin M. Kraft, Sr.	12		—		1		5
Jon M. Mahan	—		7		1		—
S. Trezevant Moore, Jr.	—		—		—		5
Richard D. Wampler, II	—		8		1		5

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management’s development and implementation of a multi-year strategic business plan and an annual financial operating plan, and our progress in meeting those financial and strategic plans;

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management’s identification, measurement, monitoring and control of the material risks we encounter, including operational, credit, market, liquidity, compliance, strategic and reputational risks;

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our maintenance of high ethical standards and effective policies designed to protect our reputation, our assets and our business;

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the on-going review of cybersecurity and information security risk in order to maintain the confidence and trust of our stockholders, the policyholders of Donegal Insurance Group, our employees and the others with whom we conduct business;

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review of the performance of our chief executive officer and the setting of his compensation and the compensation of our other named executive officers; and

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the conduct of our annual self-evaluation of our board of directors and its committees.

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exercising all powers and authority of our board of directors between meetings of our board of directors to the extent consistent with the DGCL and our corporate governance guidelines;

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consulting with and advising our management on our general business, operational, administrative and legal affairs;

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consulting with and advising our management on the development of our policies;

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analyzing other matters that our management may bring to the executive committee for consideration from time to time; and

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performing such other functions as our board of directors may specifically delegate to the executive committee from time to time.

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the annual appointment of our independent registered public accounting firm after a review of the performance, qualification and independence of our independent registered public accounting firm;

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the on-going review of the scope and results of the audit of our financial statements by our independent registered public accounting firm and the internal audits our staff conducts;

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the review of all of the periodic reports we file with the SEC and press releases before the filing of the SEC reports or the publication of the press releases;

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the annual review of all related person transactions to which we are one of the parties other than those transactions between Donegal Mutual and us or one or more of our insurance subsidiaries that are subject to review by the coordinating committee; and

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the regular review of the adequacy of our financial and operating internal controls.

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the identification of individuals the nominating committee believes have the necessary qualifications to serve as members of our board of directors;

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the recommendation of nominees to stand for election to our board of directors;

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the consideration of candidates nominated by stockholders other than Donegal Mutual to stand for election to our board of directors;

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the evaluation of the self-evaluations each of the committees of our board of directors submits to us annually; and

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the provision to our board of directors of the nominating committee’s annual evaluation of its performance during the preceding year.

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the annual review of the compensation of all of our salaried employees;

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the annual review of the performance and compensation of our executive officers, including our named executive officers;

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the recommendation to our board of directors from time to time as to grants of stock awards to our employees and directors; and

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the oversight of the employee benefit plans Donegal Mutual and we maintain.

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evaluate the merits and conditions of stockholder proposals;

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evaluate the advisability of recommending to our board of directors acceptance or rejection of stockholder proposals;

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present to our board of directors the results of the committee’s evaluation of stockholder proposals and its recommendations, including the reasons for its recommendations, with respect to such stockholder proposals; and

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undertake such other responsibilities as our board of directors may assign from time to time to the special committee and report to our board of directors with respect to any such other matter.

		At or For the Year Ended December 31,
		2021				2020				Increase/ Decrease
Total revenues		$816.5 million				$777.8 million					5.0	%
Net income		25.3 million				52.8 million					-52.2
Class A common stock price			14.29				14.07				1.6
Class B common stock price			13.47				11.81				14.1

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a base salary paid bi-weekly in cash;

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an incentive bonus paid in cash following the determination of our achievement of certain performance objectives for our immediately preceding completed fiscal year; and

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long-term incentive compensation in the form of stock options that we granted in December.

Name of Named Executive Officer		Number of Shares Purchasable
Kevin G. Burke		24,000
Jeffrey D. Miller		21,000
Jeffery T. Hay		18,000
Sanjay Pandey		18,000

Annual Compensation		Key Factors		Purpose		2021 Actions
Base Salary		Compensation committee reviews and recommends adjustments to base salary annually based on performance and prevailing salaries within our peer group		Provides fixed amount of cash on which named executive officers may rely		Cash increase for 2021 of an average of 4.9% to reflect salary increases within our peer group
Annual Incentive Plan (Cash Incentive Award)		Compensation committee determines funding level on a formula basis tied to our underwriting results for the year Compensation committee reviews and recommends the allocation of the bonus pool among our named executive officers based on performance against key business priorities and performance of their respective business units		Motivates named executive officers to achieve individual performance goals Reinforces pay for performance Focuses entire organization on achieving key business objectives		We determined cash bonuses for 2021 under a formula based on our commercial lines growth, personal lines growth, underwriting results and operating return on equity for 2021 Cash bonuses earned for 2021 related to meeting commercial lines growth performance objective only

Annual Compensation		Key Factors		Purpose		2021 Actions
Long-Term Incentive Compensation		Stock options that are exercisable for five years and vest in three equal annual installments		Stock options support our growth, provide a link between the compensation of our named executive officers and our stock performance and also serve as a retention device Supports pay for performance because options have substantial value only if our Class A stock price increases by a substantial amount over the exercise price of the option to purchase Class A shares		Stock options granted in 2021 that are exercisable for five years at $14.39 per share and vest in three equal annual installments commencing on July 1, 2022

Type of Compensation			Amount		Form of Payment
Annual Retainer	Base Retainer		$92,145		$85,000 in cash and an annual restricted stock award of 500 shares of Class A common stock in 2022 with an estimated value of $7,145 based on the closing price of our Class A common stock on December 31, 2021
	Additional retainer amount for each board meeting attended in excess of five meetings per year		$500		Cash
	Additional retainer amount for each compensation committee meeting and each executive committee meeting attended		$300		Cash
	Additional retainer amount for each coordinating committee meeting, each nominating committee meeting and each special committee meeting attended		$500		Cash
	Additional retainer amount for each audit committee meeting attended		$750		Cash

Type of Compensation			Amount		Form of Payment
Periodic Equity Grant	When we grant options to our executive officers, we also typically grant options to our directors that are exercisable for five years at the closing market price of our Class A common stock on the day before the date of grant and that vest in three equal annual cumulative installments		Option to purchase 4,500 shares of our Class A common stock at $14.39 per share valued at $5,445 on the December 16, 2021 date of grant		Non-qualified stock options to purchase shares of our Class A common stock

Name		Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Total ($)
Scott A. Berlucchi		93,100		7,035		5,445		105,580
Dennis J. Bixenman		96,150		7,035		5,445		108,630
Jack L. Hess		103,750		7,035		5,445		116,230
Barry C. Huber		93,500		7,035		5,445		105,980
David C. King		86,500		7,035		5,445		98,980
Kevin M. Kraft, Sr.		97,500		7,035		5,445		109,980
Jon M. Mahan		91,750		7,035		5,445		104,230
S. Trezevant Moore, Jr.		87,700		7,035		5,445		100,180
Annette B. Szady		90,250		7,035		5,445		102,730
Richard D. Wampler, II		95,900		7,035		5,445		108,380

Name

Option Awards

Stock Awards

Number of Securities Underlying Unexercised Option

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

(#) Exercisable

(#) Unexercisable

Scott A. Berlucchi		8,500		—		14.50		12/20/2022		500		7,145
		12,000		—		15.90		12/19/2023
		8,000		—		15.80		12/18/2024
		4,500		—		17.60		12/21/2022
		4,500		—		13.69		12/20/2023
		3,000		1,500		14.98		12/19/2024
		1,500		3,000		14.43		12/17/2025
		—		4,500		14.39		12/16/2026
Dennis J. Bixenman		8,500		—		14.50		12/20/2022		500		7,145
		12,000		—		15.90		12/19/2023
		8,000		—		15.80		12/18/2024
		4,500		—		17.60		12/21/2022
		4,500		—		13.69		12/20/2023
		3,000		1,500		14.98		12/19/2024
		1,500		3,000		14.43		12/17/2025
		—		4,500		14.39		12/16/2026
Jack L. Hess		8,500		—		14.50		12/20/2022		500		7,145
		12,000		—		15.90		12/19/2023
		8,000		—		15.80		12/18/2024
		4,500		—		17.60		12/21/2022
		4,500		—		13.69		12/20/2023
		3,000		1,500		14.98		12/19/2024
		1,500		3,000		14.43		12/17/2025
		—		4,500		14.39		12/16/2026
Barry C. Huber		2,200		—		14.50		12/20/2022		500		7,145
		4,000		—		15.90		12/19/2023
		2,500		—		15.80		12/18/2024
		4,500		—		17.60		12/21/2022
		4,500		—		13.69		12/20/2023
		3,000		1,500		14.98		12/19/2024
		1,500		3,000		14.43		12/17/2025
		—		4,500		14.39		12/16/2026

David C. King		1,500		3,000		14.43		12/17/2025		500		7,145
		—		4,500		14.39		12/16/2026
Kevin M. Kraft, Sr.		8,500		—		14.50		12/20/2022		500		7,145
		12,000		—		15.90		12/19/2023
		8,000		—		15.80		12/18/2024
		4,500		—		17.60		12/21/2022
		4,500		—		13.69		12/20/2023
		3,000		1,500		14.98		12/19/2024
		1,500		3,000		14.43		12/17/2025
		—		4,500		14.39		12/16/2026
Jon M. Mahan		8,500		—		14.50		12/20/2022		500		7,145
		12,000		—		15.90		12/19/2023
		8,000		—		15.80		12/18/2024
		4,500		—		17.60		12/21/2022
		4,500		—		13.69		12/20/2023
		3,000		1,500		14.98		12/19/2024
		1,500		3,000		14.43		12/17/2025
		—		4,500		14.39		12/16/2026
S. Trezevant Moore, Jr.		8,500		—		14.50		12/20/2022		500		7,145
		12,000		—		15.90		12/19/2023
		8,000		—		15.80		12/18/2024
		4,500		—		17.60		12/21/2022
		4,500		—		13.69		12/20/2023
		3,000		1,500		14.98		12/19/2024
		1,500		3,000		14.43		12/17/2025
		—		4,500		14.39		12/16/2026
Annette B. Szady		1,500		3,000		14.43		12/17/2025		500		7,145
		—		4,500		14.39		12/16/2026
Richard D. Wampler, II		8,500		—		14.50		12/20/2022		500		7,145
		12,000		—		15.90		12/19/2023
		8,000		—		15.80		12/18/2024
		4,500		—		17.60		12/21/2022
		4,500		—		13.69		12/20/2023
		3,000		1,500		14.98		12/19/2024
		1,500		3,000		14.43		12/17/2025
		—		4,500		14.39		12/16/2026

•

Attract and retain talented and dedicated executive officers who contribute to our growth, development and profitability and encourage the retention of our executive officers.

•

We believe we achieved this objective because our named executive officers we include in our summary compensation table in this proxy statement have served us for 20 years or more or have extensive insurance industry experience.

•

Motivate our executive officers to achieve our strategic business objectives and reward them upon their achievement of those objectives.

•

We believe we achieved this objective because our named executive officers executed a number of strategic initiatives, including continued growth within our commercial lines segment, during 2021.

•

Provide long-term compensation to our executive officers that rewards them for sustained financial and operating performance and leadership excellence.

•

We believe our long-term cash incentive plan and stock option grants appropriately reward our executive officers for sustained financial and operating leadership and performance.

•

The financial measures we use to determine the bonuses of our executive officers are metrics our compensation committee believes promote long-term stockholder value. These measures include our premium growth, underwriting results and operating return on equity. Our compensation committee sets limits on these bonus payments that encourage success without encouraging excessive risk-taking or short-term results.

•

We grant stock options that are exercisable for five years from the date of grant at the closing price of our Class A common stock on the day before the date of grant. Our compensation committee believes such stock options encourage our executive officers to attain sustained long-term performance.

•

We do not reduce the exercise price of stock options if the price of our Class A common stock subsequently declines below the exercise price of the stock options unless we first obtain stockholder approval. However, we do adjust the exercise price of previously granted stock options to reflect recapitalizations, stock or extraordinary dividends, stock splits, mergers, spin-offs and similar events as the applicable stock compensation plan permits.

•

The initial term of the employment agreements is three years (forty-two months for Messrs. Burke and Miller), provided that the term of each employment agreement will automatically extend for one additional year following the initial term unless the named executive officer or the respective boards of directors of Donegal Mutual or us provide not less than 60 days advance notice that the employment agreement will expire at the end of the then-current term.

•

The respective employment agreements among Donegal Mutual, us and our named executive officers include customary provisions relating to indemnification, confidentiality and non-solicitation.

•

The respective employment agreements among Donegal Mutual, us and Messrs. Burke and Miller include a non-compete provision that extends for two years following a termination of employment (regardless of the reason for termination) with regard to any insurance company, insurance holding company or other entities that offer services or products competitive with the services or products that Donegal Mutual, us or our respective subsidiaries or affiliates currently offer or offer in the future.

•

We and Donegal Mutual have agreed to pay our named executive officers an annual base salary in the amount the compensation committee of Donegal Mutual and we recommend and our board of directors and the board of directors of Donegal Mutual each respectively approve from time to time, but in no event less than the minimum amount stated in the employment agreements of our named executive officers.

•

The respective employment agreements among Donegal Mutual, us and our named executive officers grant our named executive officers the right to participate in our incentive programs, including those relating to the standards and objectives set forth in our executive incentive plans, and benefit plans.

•

The employment agreements contain customary provisions relating to vacations, disability, death, indemnification and confidentiality.

•

The employment agreements include certain rights to terminate the employment agreements and, upon the occurrence of certain events, such as a change-of-control, the right to receive severance payments, as the respective employment agreements provide.

•

“Voluntary Termination” includes the voluntary resignation of a named executive officer.

•

“Involuntary-for-Cause Termination” includes a termination of the employment of a named executive officer for reasons such as violation of certain policies or for certain performance-related issues.

•

“Involuntary Termination” includes a termination of the employment of a named executive officer other than for cause, but not including a termination related to a Change-of-Control. Terminations due to death or disability result in substantially the same treatment as an Involuntary Termination.

•

“Change-of-Control,” as defined in the employment agreements we have entered into with each of our named executive officers, includes the occurrence of one of the types of transaction we describe below:

•

the acquisition of shares of our Class A common stock and our Class B common stock by any person or group in a transaction or series of transactions that result in such person or group directly or indirectly first owning more than 25% of the aggregate voting power of our Class A common stock and our Class B common stock taken as a single class; or

•

the consummation of a merger of Donegal Mutual or other business combination transaction involving Donegal Mutual in which Donegal Mutual is not the surviving entity; or

•

the consummation of a merger of DGI or other business combination transaction involving DGI after which the holders of our outstanding voting capital stock taken as a single class do not collectively own 60% or more of the aggregate voting power of the entity surviving such merger or other business combination transaction; or

•

the sale, lease, exchange or other transfer in a transaction or series of transactions of all or substantially all of our assets, but excluding therefrom the sale and re-investment of our consolidated investment portfolio; or

•

a change in the composition of the board of directors of Donegal Mutual or us, wherein the persons who constituted a majority of the members of the respective boards of directors of us or Donegal Mutual on October 1, 2020 and persons whose election as members of their respective boards received the approval of such members then still in office no longer constitute at least a majority of the respective boards of directors of us or Donegal Mutual.

•

the executive’s base salary accrued through the date the termination of the executive’s employment becomes effective;

•

any incentive compensation we have the obligation to pay to the executive pursuant to our employment agreement with that named executive officer;

•

any amounts payable under any of the benefit plans Donegal Mutual or we maintain in accordance with the terms of such plans;

•

severance pay in an amount equal to 36 months of the named executive officer’s annual base salary as of the effective date of termination of the employment of the named executive officer, payable in 36 equal consecutive monthly installments, commencing on Donegal Mutual's first regularly scheduled payroll date occurring after the date of the termination of the employment of that named executive officer;

•

in the case of Messrs. Burke and Miller, additional severance pay in an amount equal to six months of their respective annual base salary as of the effective date of termination of their employment, payable in six equal consecutive monthly installments, commencing after the conclusion of the initial 36-month severance payment;

•

an amount equal to the aggregate premiums that Donegal Mutual and the named executive officer would have paid to maintain in effect the same medical, health, disability and life insurance coverage Donegal Mutual provided to that named executive officer immediately prior to the date of such termination had the named executive officer remained employed for 36 months following the date of termination, assuming no increase in insurance premium rates; and

•

any amount in respect of excise taxes Donegal Mutual and we have the obligation to pay to that named executive officer under our employment agreement with such officer.

•

a Change-of-Control occurred on December 31, 2021 under the terms of various plans and agreements unrelated to the employment agreements, regardless of a termination of employment;

•

the employment of each named executive officer terminated on December 31, 2021 due to each termination event, including termination within twelve months after a Change-of-Control, as the employment agreements contemplate; and

•

values related to outstanding stock options reflect the market value of our Class A common stock of $14.29 per share, the last reported price of our Class A common stock on the NASDAQ Global Market System on December 31, 2021.

Name		Event		Severance Benefits ($)		Stock Options ($)		Other Benefits ($)		Total ($)
Kevin G. Burke		Voluntary Termination		—		27,000		—		27,000
		Involuntary-for-Cause Termination		—		27,000		—		27,000
		Involuntary Termination		2,432,500		27,000		53,061		2,512,561
		Change-in-Control		2,432,500		27,000		53,061		2,512,561
Jeffrey D. Miller		Voluntary Termination		—		24,000		—		24,000
		Involuntary-for-Cause Termination		—		24,000		—		24,000
		Involuntary Termination		2,058,000		24,000		44,049		2,126,049
		Change-in-Control		2,058,000		24,000		44,049		2,126,049
Jeffery T. Hay		Voluntary Termination		—		733		—		733
		Involuntary-for-Cause Termination		—		733		—		733
		Involuntary Termination		—		733		—		733
		Change-in-Control		—		733		—		733
Richard G. Kelley		Voluntary Termination		—		21,000		—		21,000
		Involuntary-for-Cause Termination		—		21,000		—		21,000
		Involuntary Termination		1,329,000		21,000		41,169		1,391,169
		Change-in-Control		1,329,000		21,000		41,169		1,391,169
Sanjay Pandey		Voluntary Termination		—		21,000		—		21,000
		Involuntary-for-Cause Termination		—		21,000		—		21,000
		Involuntary Termination		1,350,000		21,000		53,061		1,424,061
		Change-in-Control		1,350,000		21,000		53,061		1,424,061

•

commercial lines direct premium growth rate for the Donegal Insurance Group;

•

personal lines direct premium growth rate for the Donegal Insurance Group;

•

adjusted statutory combined ratio for the Donegal Insurance Group; and

•

our operating return on equity.

Performance				Performance Objectives														Actual
Measure		Weighting		Threshold		Level 1		Level 2		Target		Level 3		Level 4		Maximum		Result
Commercial Lines Premium Growth		25%		3.0%		4.0%		5.0%		6.0%		7.0%		8.0%		9.0%		9.5%
Personal Lines Premium Growth		15%		-3.0%		-2.0%		-1.0%		—		1.0%		2.0%		3.0%		-5.3%
Adjusted Statutory Combined Ratio		40%		100.0%		99.0%		98.0%		97.0%		96.0%		95.0%		94.0%		100.3%
Operating Return on Equity		20%		7.5%		8.0%		8.5%		9.0%		9.5%		10.0%		10.5%		4.8%

Percentage of Base Salary
Threshold		Level 1		Level 2		Target		Level 3		Level 4		Maximum
40.0%		50.0%		60.0%		70.0%		80.0%		90.0%		100.0%

Name and Principal Position		Year		Salary($)		Cash Bonus ($)(1)		Stock Awards ($)		Option Awards ($)(2)		All Other Compen-sation  ($)(3)		Total ($)
Kevin G. Burke,		2021		695,000		173,635		7,035		29,040		112,850		1,017,560
President and Chief		2020		665,000		485,718		7,410		31,050		101,100		1,290,278
Executive Officer		2019		630,000		250,000		6,823		51,750		95,800		1,034,373
Jeffrey D. Miller,		2021		588,000		146,892		7,035		25,410		103,850		871,187
Executive Vice President and Chief		2020		560,000		408,846		—		27,600		97,600		1,094,046
Financial Officer		2019		525,000		225,000		—		46,000		16,700		812,700
Jeffery T. Hay,		2021		425,000		104,942		—		21,780		113,125		664,847
Senior Vice President(4)
Sanjay Pandey,		2021		450,000		112,404		—		21,780		17,350		601,534
Senior Vice President and Chief		2020		425,000		310,173		—		24,150		17,100		776,423
Information Officer		2019		395,000		210,000		—		40,250		16,700		661,950
Richard G. Kelley,		2021		443,000		110,681		—		—		17,341		571,022
Senior Vice President(5)		2020		425,000		310,173		—		24,150		17,100		776,423
		2019		395,000		200,000		—		40,250		16,700		651,950

(1)	Our executive officers are eligible to participate in an annual cash incentive bonus plan. We refer you to “Executive Compensation – Our Cash Incentive Bonus Plan” elsewhere in this proxy statement.

(2)

We show the option awards at an estimated grant date fair value, which we calculated by using an option pricing model. Further, the options are subject to a vesting schedule, and the estimated value obtained from the option pricing model does not represent actual value based upon trading prices of our Class A common stock at the grant date. See Note 13 to our Consolidated Financial Statements included in our 2021 Annual Report for information on the accounting treatment and calculation of the grant date fair value of these stock options.

(3)

In the case of Messrs. Burke and Miller, the totals shown include directors fees of $95,500 and $86,500, respectively, and a matching 401(k) plan contribution of $17,350 paid during 2021. Mr. Miller serves on the board of directors of Donegal Mutual. In the case of Mr. Hay, the total shown includes a 401(k) plan contribution of $13,125 and a signing bonus of $100,000 paid during 2021. In the case of Messrs. Kelley and Pandey, the totals shown represent matching 401(k) plan contributions paid during 2021.

(4)	Mr. Hay became an officer upon commencement of his employment in January 2021.

(5)	Mr. Kelley retired in January 2022.

Name		Grant Date		Number of Securities Underlying Options(#)		Exercise or Base Price of Option Awards($)		Grant Date Fair Value of Option Awards($)
Kevin G. Burke		12/16/2021		24,000		14.39		29,040
Jeffrey D. Miller		12/16/2021		21,000		14.39		25,410
Jeffery T. Hay		12/16/2021		18,000		14.39		21,780
Sanjay Pandey		12/16/2021		18,000		14.39		21,780

•

the authority to determine the persons eligible to receive an option or restricted stock grant, the number of shares subject to each option or restricted stock award, the exercise price of each option, the vesting schedule, the circumstances in which the vesting of options or restricted stock awards may accelerate and any extension of the period for exercise; and

•

the authority to determine any matter relating to options or restricted stock awards granted under our stock incentive plans.

		Option Awards								Stock Awards
Name		Number of Securities Underlying Unexercised Options				Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
		(#) Exercisable		(#) Unexercisable
Kevin G. Burke		45,000		—		14.50		12/20/2022		500		7,145
		75,000		—		15.90		12/19/2023
		45,000		—		15.80		12/18/2024
		24,000		—		17.60		12/21/2022
		45,000		—		13.69		12/20/2023
		30,000		15,000		14.98		12/19/2024
		9,000		18,000		14.43		12/17/2025
		—		24,000		14.39		12/16/2026
Jeffrey D. Miller		45,000		—		14.50		12/20/2022		500		7,145
		75,000		—		15.90		12/19/2023
		45,000		—		15.80		12/18/2024
		21,000		—		17.60		12/21/2022
		40,000		—		13.69		12/20/2023
		26,667		13,333		14.98		12/19/2024
		8,000		16,000		14.43		12/17/2025
		—		21,000		14.39		12/16/2026
Jeffery T. Hay		3,333		6,667		14.07		1/4/2026		—		—
		—		18,000		14.39		12/16/2026
Richard G. Kelley		30,000		—		14.50		12/20/2022		—		—
		50,000		—		15.90		12/19/2023
		35,000		—		15.80		12/18/2024
		15,000		—		17.60		12/21/2022
		35,000		—		13.69		12/20/2023
		23,333		11,667		14.98		12/19/2024
		7,000		14,000		14.43		12/17/2025
Sanjay Pandey		35,000		—		14.50		12/20/2022		—		—
		75,000		—		15.90		12/19/2023
		40,000		—		15.80		12/18/2024
		18,000		—		17.60		12/21/2022
		35,000		—		13.69		12/20/2023
		23,333		11,667		14.98		12/19/2024
		7,000		14,000		14.43		12/17/2025
		—		18,000		14.39		12/16/2026

		Option Exercises and Stock Vested
		Option Awards				Stock Awards
Name		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Kevin G. Burke		75,000		176,250		500		7,035
Jeffrey D. Miller		75,000		179,164		500		7,035
Jeffery T. Hay		—		—		—		—
Richard G. Kelley		—		—		—		—
Sanjay Pandey		—		—		—		—

(1)	We calculate the value our named executive officers realized on vesting of restricted stock awards based upon the closing price of our Class A common stock on NASDAQ Global Select Market on the vesting date.

•

actual receipt of an improper benefit or profit in money, property or services; or

•

active and deliberate dishonesty established by a final judgment as being material to the cause of action.

March 4, 2022

Scott A. Berlucchi Michael K. Callahan Jack L. Hess Kevin M. Kraft, Sr. S. Trezevant Moore, Jr. Richard D. Wampler, II Members of the Compensation Committees of Donegal Group Inc. and Donegal Mutual Insurance Company

Plan category		Number of Class A shares to be issued upon exercise of outstanding options		Weighted-average exercise price of outstanding options		Number of Class A shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
		(a)		(b)		(c)
Equity compensation plans approved by securityholders		8,109,726		$15.22		2,195,086
Equity compensation plans not approved by securityholders		—		—		—
Total		8,109,726		$15.22		2,195,086

•

our board of directors shall annually appoint a nominating committee that consists of not less than two directors who are not officers or employees of Donegal Mutual or us and who do not own beneficially 10% or more of our Class A common stock or our Class B common stock; and

•

our nominating committee shall, prior to each annual meeting of stockholders, determine and nominate candidates for election by our stockholders as directors to succeed the class of directors whose terms of office will expire upon the election of directors of that class at that year’s annual meeting of stockholders and their taking of office.

•

The professional experience of a candidate for election as a director. A candidate should have a record of accomplishments and have recognized achievements in the candidate’s field of employment.

•

Whether the candidate serves as a member of Donegal Mutual’s board of directors.

•

The education, expertise and experience of the candidate, and the candidate’s ability to offer advice and guidance to our chief executive officer based on that candidate’s education, expertise and experience.

•

The candidate’s possession of high personal and professional ethics, integrity and values, as well as a demonstrated record of cooperative interaction with the board of directors and senior management of other companies for which the candidate serves as a director.

•

A candidate should be inquisitive and objective, and have the ability to exercise practical and sound business judgment and think independently.

•

The ability of the candidate to devote sufficient time to carrying out effectively his or her duties and responsibilities as one of our directors.

•

A candidate should have a history of engagement in his or her principal position of not less than five years during which the candidate has demonstrated the candidate’s ability to work effectively with others.

Class C Directors
Name		Age		Director Since		Year Term Will Expire*
Scott A. Berlucchi		64		2013		2025
Barry C. Huber		70		2015		2025
S. Trezevant Moore, Jr.		68		2008		2025

*	If elected at our 2022 Annual Meeting

Class A Directors
Name		Age		Director Since		Year Term Will Expire
Kevin G. Burke		56		2016		2023
Jack L. Hess		74		2011		2023
David C. King		58		2020		2023
Annette B. Szady		61		2020		2023

Class B Directors
Name		Age		Director Since		Year Term Will Expire
Dennis J. Bixenman		75		2018		2024
Kevin M. Kraft, Sr.		69		2009		2024
Jon M. Mahan		52		2007		2024
Richard D. Wampler, II		80		2005		2024

•

Audit-Related Fees. We did not pay KPMG LLP any audit-related fees during our fiscal years ended December 31, 2020 or 2021.

•

Tax Fees. We paid KPMG LLP $12,000 in tax fees during our fiscal year ended December 31, 2020. We did not pay KPMG LLP any tax fees during our fiscal year ended December 31, 2021.

•

All Other Fees. We did not pay KPMG LLP any fees for other services during our fiscal year ended December 31, 2020. We expect to pay KPMG LLP $30,000 for data governance assessment services during our fiscal year ended December 31, 2021.

•

the selection of, appointment of, determination of funding for, compensation of, retention of and oversight of the work of our independent registered public accounting firm and the review of its qualifications and independence;

•

the approval, in advance, of all auditing services and all non-audit services to be performed by our independent registered public accounting firm;

•

the oversight of our accounting and financial reporting processes, including the overview of our financial reports and the reports of our internal audit staff;

•

the establishment of procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters; and

•

the responsibility for reviewing reports and disclosures of all related person transactions. See “Related Person Transactions” elsewhere in this proxy statement.

March 4, 2022

Jack L. Hess Barry C. Huber Jon M. Mahan Richard D. Wampler, II Members of the Audit Committee of Donegal Group Inc.

•

the name and address of the proposing stockholder, as the name and address appears on our stock register, or of the proponent who intends to make the nomination;

•

as to each person whom the proponent nominates for election or reelection as a director, the proponent must disclose all information relating to such person that the proxy rules under the Exchange Act require to be disclosed in a solicitation by an issuer of proxies for the election of directors;

•

the principal occupation or employment for the past five years of each person whose nomination the proponent intends to make;

•

a description of any arrangement or understanding between each person whose nomination the proponent proposes and the proponent with respect to such person’s nomination for election as a director and actions such person proposes to take;

•

the written consent of each person so nominated to serve as a director if elected as a director; and

•

the number of shares of our Class A common stock and the number of shares of our Class B common stock the proponent owns beneficially within the meaning of SEC Rule 13d-3 as well as the number of shares the proponent owns of record.

•

a brief description of such item of stockholder business;

•

the proponent’s reasons for presenting that item of stockholder business at our 2023 annual meeting of stockholders;

•

any material interest of the proponent in that item of stockholder business;

•

the name and address of the proponent; and

•

the number of shares of our Class A common stock and the number of shares of our Class B common stock the proponent owns beneficially within the meaning of SEC Rule 13d-3 as well as the number of shares the proponent owns of record.

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If your shares are registered in your own name, please contact our transfer agent and inform it of your request to revoke or institute householding by calling Computershare Trust Company, N.A. at (800) 317-4445 or writing to Computershare Trust Company, N.A., at P.O. Box 505000, Louisville, Kentucky 40233. Computershare Trust Company, N.A. will respond to your request within 30 days.

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If a bank, broker, nominee or other holder of record holds your shares, please contact your bank, broker, nominee or other holder of record directly.

	By order of our board of directors,
	/s/ Kevin G. Burke,
	Kevin G. Burke, President and Chief Executive Officer
March 18, 2022
Marietta, Pennsylvania