Form 4: ProAssurance Director Maye Head Frei Reports Stock Award

Director Maye Head Frei reports acquisition of ProAssurance Corp stock via director compensation plan.

Summary

• On May 23, 2024, Maye Head Frei, a director of ProAssurance Corp, reported acquiring 13,988 shares of common stock at a price of $14.57 per share.
• These shares were awarded under the ProAssurance Corporation Director Deferred Stock Compensation Plan and are exempt under Rule 16b-3.
• The grant was recommended by the Compensation Committee, which is composed entirely of independent directors, and was approved by the Board of Directors at its meeting on May 22, 2024.
• The stock compensation grant was for shares having a value not to exceed $95,000.
• The number of whole shares was determined using the closing price of a share of stock on the New York Stock Exchange (NYSE) on the day following the Board of Directors meeting following the Annual Meeting of Shareholders.
• The NYSE closing price on May 23, 2024 was $14.57, resulting in a distribution to each non-management director of 6,520 shares.
• The remaining 7,468 shares represent compensation for services to the Board for the preceding twelve months.
• Following the transaction, Frei directly owns 27,197 shares of ProAssurance Corp common stock.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The director's stock acquisition suggests confidence in the company's future, but it's a routine transaction related to compensation.

Positives

• The director's stock acquisition reflects confidence in the company.
• The stock compensation plan aligns director interests with shareholder value.

Industry Context

Director stock ownership is a common practice in publicly traded companies to align the interests of directors with those of shareholders. Compensation plans are often structured to incentivize long-term value creation.

Comparison to Industry Standards

• Director compensation packages, including stock awards, are common across the insurance industry.
• Companies like Aflac, MetLife, and Prudential Financial also utilize stock-based compensation for their directors.
• The value of the stock grant, not to exceed $95,000, is within the typical range for director compensation at similar-sized companies.

Stakeholder Impact

• The stock award aligns director interests with shareholder value, potentially benefiting shareholders.
• The compensation plan is part of the overall compensation structure for the board.

Key Dates