DEF 14A of Amerisafe Inc, Apr 26, 2024

DEF 14A of Amerisafe Inc

Filed Apr 26, 2024 · FY20230000950170-24-049152

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, two directors will be elected to serve three-year terms expiring at our annual meeting of shareholders in 2027. This section of the proxy statement contains information relating to the director nominees and the directors whose terms of office continue after the Annual Meeting. The director nominees were selected by the Nominating and Corporate Governance Committee, or NCG Committee and approved by the Board for submission to the shareholders. The nominees for election are Philip A. Garcia and Randall E. Roach each of whom currently serves as a director. The Board recommends a vote “FOR” the election of each of the nominees.

  2. Nominees to be elected for terms expiring at the Annual Meeting in 2027

    | PHILIP A. GARCIA | | | Age 67, has served as a director of the Company since 2010 | | | Mr. Garcia serves as Chair of the Audit Committee. He retired from the Erie Insurance Group in April 2009, where he served as executive vice president and chief financial officer for the final 12 years of his 28-year career with that company. Mr. Garcia was a director of Donegal Group Inc. from December 2009 to May 2011. Mr. Garcia possesses a strong background in financial, accounting and investment management with a publicly traded property and casualty insurance company, as evidenced by his prior service as chief financial | | | officer of Erie Insurance Group. He brings substantial experience in the insurance industry to the Board, including a strategic understanding of the operations of a property and casualty insurance company, as well as an understanding of the current economic and other challenges facing our industry. He is also an inactive certified public accountant. His experience enables him to serve on the Audit Committee as an “audit committee financial expert” as defined by SEC rules. Mr. Garcia earned his CERT Certificate through NACD by completing the Cyber-Risk Oversight Program in the fall of 2023. | |

  3. Nominees to be elected for terms expiring at the Annual Meeting in 2027

    | RANDALL E. ROACH | | | Age 73, has served as a director of the Company since March 2007 | | | Mr. Roach serves as Chair of the NCG Committee. Mr. Roach is an attorney and served as the Mayor of Lake Charles, Louisiana from 2000 until 2017. In 2016 he was also appointed to serve on the legislative task force on Structural Changes in Budget and Tax Policy. Prior to assuming his duties as Mayor, Mr. Roach served as a member of the Louisiana House of Representatives from 1988 thru 1995. He also served as Chairman of the House National Resources Committee in 1994. | | | As a practicing attorney, Mr. Roach was engaged in the practice of law focusing on real estate, trusts and estate and business law. He is a director of The First National Bank of Louisiana and Financial Corporation of Louisiana. Mr. Roach has also served as an adjunct instructor in the field of Business Law at McNeese State University. His experience enables him to serve on the Audit Committee as an "audit committee financial expert" as defined by SEC rules. Mr. Roach’s experience as an attorney and as an elected government official brings valuable insight to the Board given that the Company operates in a highly regulated industry. Mr. Roach’s background as an attorney, legislator and government official is particularly helpful in his role as a member of the NCG Committee. | |

  4. Current directors whose terms expire at the Annual Meeting in 2025

    Current directors whose terms expire at the Annual Meeting in 2025

  5. Current directors whose terms expire at the Annual Meeting in 2025

    | TERI G. FONTENOT | | | Age 70, has served as a director of the Company since January 2016 | | | Ms. Fontenot served as President and Chief Executive Officer of Woman’s Hospital from 1996 until her retirement in March 2019. Upon her retirement, Ms. Fontenot was named Chief Executive Officer Emeritus. From 2011 to 2013, Ms. Fontenot served on the American Hospital Association Board and was the chair in 2012. Ms. Fontenot has served as a director for AMN Healthcare, a healthcare staffing provider, since September 2019. Ms. Fontenot previously served as a director for LHC Group, Inc., a national provider of in-home health care services, from March 2019 until February 2023. | | | Ms. Fontenot brings to the Board substantial experience as a former chief executive officer and chief financial officer of healthcare institutions and as chair of an insurance provider for over ten years. Her experience in the healthcare and insurance industries provide her with valuable insight into the issues affecting the Company and our policyholders. She is also an inactive certified public accountant. This experience enables her to serve on the Audit Committee as an “audit committee financial expert” as defined by SEC rules. | |

  6. Current directors whose terms expire at the Annual Meeting in 2025

    | BILLY B. GREER | | | Age 59, has served as a director of the Company since March 2022 | | | Mr. Greer is Managing Director for PGIM Private Capital, a division of Prudential Financial, a position he has held since 2012. From 2004 until 2011 Mr. Greer served as Senior Vice President of PGIM and Vice President from 1999 until 2004. He is also an inactive certified public accountant. Mr. Greer possesses deep expertise in the areas of investment management, business development and asset administration. In particular, this experience will enhance the Board’s capabilities with respect to oversight of our investment portfolio. | |

  7. Current directors whose terms expire at the Annual Meeting in 2025

    | JARED A. MORRIS | | | Age 49, has served as a director of the Company since 2005 | | | Mr. Morris served as our lead director from November 2012 until he was appointed Chairman of the Board in April 2016. Since 2002, he has been an officer and a principal owner of Marine One Acceptance Corporation and Dumont Land, LLC, both of which are specialty finance companies. Since 2002, he has also served as an officer of Dumont Management Group, LLC, a privately held company that provides management services to various affiliated finance and investment companies. His experience enables him to serve on the Audit Committee as an “audit committee financial expert” as defined by SEC rules. He serves on the board of directors of First National Bank of DeRidder. | | | Mr. Morris is currently our Chairman of the Board, Risk Committee Chair and the former chair of the NCG Committee. In these capacities, he has taken a lead role in developing and maintaining the Company’s corporate governance policies and practices. His experience and training in financial and credit management, as well as business investment, enhances the Board’s business sophistication. | |

  8. Current Directors whose terms expire at the Annual Meeting in 2026

    Current Directors whose terms expire at the Annual Meeting in 2026

  9. Current Directors whose terms expire at the Annual Meeting in 2026

    | MICHAEL J. BROWN | | | Age 60, has served as a director of the Company since November 2014 | | | Mr. Brown serves as Chair of the Compensation Committee. Mr. Brown was President of Regional Banking for First Horizon from July 2020, when First Horizon completed its merger with IberiaBank Corp., until his retirement on December 31, 2021. From September 2009 until July 2020, Mr. Brown was the Vice Chairman and Chief Operating Officer of IberiaBank Corp., managing IberiaBank’s retail and commercial banking operations. From 2001 to 2009, Mr. Brown served as Senior Executive Vice President of IberiaBank Corp. Prior to joining IberiaBank in 1999, Mr. Brown was a managing director with Bank One Capital Markets. Mr. Brown has served as a director of Red River Bank since January 2024. | | | Mr. Brown’s experience in the financial services industry in a number of the Company’s key markets makes him well qualified to serve as a director of the Company and enables him to serve on the Audit Committee as an “audit committee financial expert” as defined by SEC rules. | |

  10. Current Directors whose terms expire at the Annual Meeting in 2026

    | G. JANELLE FROST | | | Age 53, has served as a Director since April 2016 | | | Ms. Frost has served as the Company’s Chief Executive Officer since April 2015 and President since September 2013. Prior to becoming Chief Executive Officer, Ms. Frost served as Chief Operating Officer from May 2013 to April 2015. She served as Executive Vice President and Chief Financial Officer from November 2008 to April 2013 and Controller from May 2004 to November 2008. Ms. Frost has served as a director of the National Council on Compensation Insurance since May 2023. Ms. Frost is the former chair of the board of directors of the New Orleans Branch of the Federal Reserve Bank of Atlanta. She has been employed with the Company since 1992. | | | Ms. Frost’s over 30 years of experience with the Company and her performance in numerous roles with the Company gives her in-depth knowledge of the Company’s business and insurance industry. Her tenure with the Company provides valuable insight about operational and strategic matters impacting the Company. | |

  11. Current Directors whose terms expire at the Annual Meeting in 2026

    | SEAN M. TRAYNOR | | | Age 55, has served as a director of the Company since March 2020 | | | Mr. Traynor is currently a general partner of Welsh, Carson, Anderson & Stowe, a private equity investment firm that he joined in March 1999. Mr. Traynor has served as a director for Innovage Holding Corp., a healthcare company, since 2015 and Managed Markets Insights and Technology since 2018. Mr. Traynor has also served as a director for Universal American Financial Corporation, a health insurer, and K2M, Inc., a provider of medical products. Mr. Traynor previously served as a director for the Company from 2001 until 2013. | | | Mr. Traynor has strong expertise in the insurance and healthcare industries through his role at Welsh, Carson, Anderson & Stowe, which invests in companies in both industries. Mr. Traynor’s experience with companies in these industries provides valuable insight to the Board regarding industry trends that affect the Company. | |

  12. Board of Directors

    Board of Directors The Board presently consists of seven non-employee directors and one employee director. The Board is divided into three classes, with each class serving three-year terms. The term of one class expires at each annual meeting of shareholders.

  13. Director Compensation

    Director Compensation The elements of compensation payable to our non-employee directors in 2023 are briefly described below.

  14. Director Compensation

    | Board Service: | | | Annual cash retainer | $50,000 | | Annual restricted stock award | 75,000 | | Board Committee Service: | | | Chairman annual cash retainer | $45,000 | | Audit Committee Chair annual cash retainer | 20,000 | | Compensation Committee Chair annual cash retainer | 17,500 | | NCG Committee Chair annual cash retainer | 12,500 | | Risk Committee Chair annual cash retainer (1) | 12,500 | | Annual cash retainer for members of the Audit Committee | 7,500 | | Annual cash retainer for members for the Compensation Committee and NCG Committee | 5,000 |

  15. Director Compensation

    (1) In 2023, the Chair of Risk Committee did not receive additional compensation for service as Chair of Risk Committee. Committee Chairs do not receive annual cash retainers for being members of the committees they chair. Directors do not receive additional compensation for serving as committee members of the Risk Committee. The Company reimburses directors for reasonable out-of-pocket expenses incurred in connection with their service as directors. Any director who is an employee of the Company does not receive additional compensation for serving as a director. The amount of restricted stock granted to each non-employee director is equal to $75,000 divided by the closing price of our common stock on the date of the annual meeting of shareholders at which the non-employee director is elected or continues to be a member of the Board. The shares of restricted stock granted to non-employee directors generally vest at the next annual meeting of shareholders. If a non-employee director is first elected or appointed to the Board at a time other than at an annual meeting of shareholders, the non-employee director is awarded a prorated initial restricted stock grant at that time. Awards to non-employee directors are made under the Non-Employee Director Restricted Stock Plan (the "Non-Employee Director Plan"). On June 9, 2023, each non-employee director was granted 1,408 shares of restricted stock.

  16. 2023 Director Compensation

    2023 Director Compensation The following table provides information regarding the compensation of our non-employee directors for the year ended December 31, 2023.

  17. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Michael J. Brown | $75,000 | $74,990 | $149,990 | | Teri G. Fontenot | 62,500 | 74,990 | 137,490 | | Philip A. Garcia | 75,000 | 74,990 | 149,990 | | Billy B. Greer | 55,000 | 74,990 | 129,990 | | Jared A. Morris | 112,500 | 74,990 | 187,490 | | Randall E. Roach | 70,000 | 74,990 | 144,990 | | Sean M. Traynor | 60,000 | 74,990 | 134,990 |

  18. 2023 Director Compensation

    __________ 1. The grant date fair value of each award, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“Topic 718”), was $74,990. Pursuant to SEC rules, the amounts shown in this column exclude the impact of estimated forfeitures related to service-based vesting conditions. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for information regarding the assumptions made in determining these values. As of December 31, 2023, each non-employee director held 1,408 shares of restricted stock.

  19. Changes to our Executive Compensation Program Beginning in 2023

    | Annual Incentive Compensation ("AIP") | • Increased AIP target awards as a percentage of salary for all executive officers (other than our CEO and CFO) from 35% to 45% to better align pay opportunities with market practices. • Incorporated pre-established Company performance measures and goals, with reduced focus on individual goals. These Company performance measures determined 80% of our CEO's payout under the AIP, with the remaining 20% being determined by individual performance measures. For each of our other named executive officers, Company performance metrics represented the majority of quantitative goals. The Company performance measures and goals will be established by the Committee each year to support the Company's business objectives. • For the 2023 AIP, the Company performance measures were growth in premiums written and combined ratio. | | Long-Term Equity-Based Compensation ("LTIP") | • Increased target awards as a percentage of salary for all executive officers (other than our CEO) from 55% to 60% to better align target pay opportunities with peer group practices. • Simplified the performance award element of our LTIP by focusing on a single, Company performance goal and measuring such goal on an absolute basis instead of a relative basis compared to a peer group. The performance goal for the 2023 performance award is average return on equity, measured on an absolute basis over a three-year performance period. • In addition to the performance award (representing 70% of the target LTIP award), incorporated a time-based restricted stock unit ("RSU") award (representing 30% of the target LTIP award) to better align with market practices and provide a retentive component to our program. |

  20. Compensation Best Practices

    Compensation Best Practices The Committee annually reviews and periodically modifies our executive compensation program to retain and attract top executive talent to the Company and ensure that our program is both aligned with the interests of our shareholders and meets evolving governance standards. The following highlights some of the compensation and governance best practices that are part of our program: • Performance-Based Annual Incentive Awards —Our AIP rewards our executives for achievement of pre-established Company and individual performance goals. • Majority of LTIP Awards are Performance-Based—A majority of the awards under our LTIP for executive management are in the form of performance awards that reward financial performance. • No Tax “Gross-Ups”—We do not provide any tax “gross-up” payments in connection with compensation or other benefits provided by the Company. Clawback Policy—Incentive-based compensation for our named executive officers is subject to a Nasdaq-compliant compensation recoupment policy that requires the Committee to seek recovery of covered incentive-based compensation if there is a required restatement of the Company’s financial statements. Independent Compensation Consultant—The Committee engages an independent compensation consultant to prepare surveys of executive officer and director compensation based on a peer group comprised of publicly traded companies. Double Trigger Severance Payments—The employment agreements with our executive officers do not provide for single trigger cash payments upon a change in control; our executives are entitled to severance only upon certain circumstances as the result of a termination of employment, and these payments are the same whether or not the termination is related to a change in control. • Double Trigger Vesting—Awards under our LTIP only vest in connection with a change in control if the executive experiences a qualifying termination of employment. • Risk Review—The Committee conducts an annual risk review of the Company’s executive compensation program, policies and practices. • Oversight of 10b5-1 Plans—The Board adopted 10b5-1 policies and procedures, which include Board oversight of 10b5-1 plan transactions. • Independent Advisors—The Committee helps ensure the independence of all Committee advisors by limiting the advisors ability to perform other services for the Company. • Anti-Hedging and Anti-Pledging Policies—The Company prohibits its executives, directors and employees from hedging or pledging Company securities. Stock Ownership and Holding Requirements—Our executive officers are required to maintain certain levels of ownership of Company securities and are required to hold all shares received as compensation until the applicable guideline amount is achieved (net of shares used or sold to pay the exercise price or tax withholding). After meeting the applicable guideline, our executive officers are required to hold 20% of the shares received as compensation (net of shares used or sold to pay the exercise price or tax withholding).

  21. Role of Compensation Consultant

    Role of Compensation Consultant Since early 2012, the Committee has engaged McLagan as its independent compensation consultant. Pursuant to Company policy, McLagan does not provide services to the Company other than the consulting services it provides to the Committee. The Committee is solely responsible for the appointment, compensation and oversight of the compensation consultant. McLagan attends Committee meetings, when requested by the Committee, prepares executive compensation surveys, and generally advises on executive compensation matters including the peer group composition for purposes of the surveys, pay levels and pay composition, and AIP and LTIP design. McLagan also provides market data, analysis, and advice regarding the CEO and executive officer compensation to the Committee as well as director compensation surveys and advice. As required by SEC rules, the Committee assessed the independence of McLagan and concluded that McLagan’s work did not raise any conflicts of interest.

  22. Compensation Surveys

    Compensation Surveys McLagan conducted the most recent executive compensation survey in 2022 ("2022 Survey") which focused primarily on AIP and LTIP design changes to our compensation program discussed above for 2023. In the fall of 2022, the Committee also reviewed the 2021 Executive Compensation Review Survey, ("2021 Survey"), when setting 2023 compensation levels for our executives. The 2021 Survey compared the compensation for our executive officers against a peer group of 15 publicly traded insurance companies. McLagan used Company target compensation for 2021 and peer group compensation data for 2020 in its preparation of the 2021 Survey. The Committee reviewed the 2021 and 2022 Survey results in assessing the level of salary and AIP and LTIP target award opportunities for our executives and approving changes to the target compensation levels and AIP and LTIP design for our executive officers in 2023. Peer Group. The Committee used a rigorous process to select peer companies for comparing executive pay, which included ranking the companies by premiums written, total revenue, combined ratio, lines of insurance business, multi-line versus mono-line property-casualty insurer, number of states doing business in, and investment mix. With the assistance of McLagan, the Committee selected the 15 publicly traded companies identified below as its peer group for the 2021 Survey, compared to the peer group used in the 2019 Survey, two prior companies have been removed and two new companies were added based on selection criteria.

  23. Compensation Surveys

    The results of the 2021 Survey indicated that the Company’s target annual and long-term incentive opportunities were generally below market and represented a lower percentage of total direct compensation than that provided by the Company's peer group. The Committee uses survey data as a market reference to assess the competitiveness of our compensation programs and does not mandate target ranges for our named executive officers' salaries, AIP opportunities, LTIP opportunities, or total direct compensation levels as compared to the peer group. The Committee uses external comparisons as only one point of reference and is mindful of the value and limitations of comparative data.

  24. Risk Assessment

    Risk Assessment The Committee annually considers the risk to the Company of the design and objectives of its executive compensation programs through review of the compensation surveys provided by McLagan. Weighting the premium growth factor too heavily in the annual and long-term incentive programs is an example of creating unintentional outcomes by incentivizing management to make decisions that may adversely impact business performance, as growing premium too rapidly could result in poor underwriting results and ultimately affect the financial strength of the Company. The Committee recognizes that the design and objectives of the executive compensation programs are based on assumptions that may later be determined to be inaccurate which could present a risk of loss of key personnel resulting in disruption of our operations and adverse effects on our business. Competition for executive management is present within the industry and there is a risk that an uncompetitive compensation program would not serve to retain key employees. We have determined that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The Committee believes the current relative weighting of the metrics in the annual and long-term incentive programs are appropriately balanced to attract, retain and motivate key employees as well as align with shareholder interests.

  25. 2023 Executive Compensation Program at a Glance

    | Compensation Element | Characteristics | | Base Salary | • Fixed cash compensation • Reviewed annually, and upon promotion or upon a change in job responsibilities • Used in determining target awards for incentive compensation | | AIP | • Annual variable cash compensation based on Company performance metrics (80%) and pre-established individual qualitative leadership objectives (20%) for our CEO and for each of our other named executive officers, Company performance metrics represented the majority of quantitative goals. • Target award is a percentage of base salary—for 2023, these percentages are 60% for our CEO and CFO and 45% for each of our other named executive officers • Maximum payout is 150% of the target award | | LTIP | • Target LTIP award is a percentage of base salary—110% for our CEO and 60% for each of our other named executive officers • Includes performance awards (70% of target LTIP) and time - based RSUs (30% of target LTIP), each payable in shares of common stock following a three-year performance or vesting period. • Performance awards are earned based on the Company's average return on equity for the performance period measured against pre - established targets, with a maximum payout of 150% of the target award. |

  26. 2023 Executive Compensation Program at a Glance

    | | 2023 Base Salary | | 2023 Target AIP Award | | 2023 Target LTIP Award | | 2023 | | Executive | $ | % of Total | $ | % of Total | $ | % of Total | Total Target Compensation | | G. Janelle Frost | $722,000 | 37% | $433,200 | 22% | $794,200 | 41% | $1,949,400 | | Anastasios G. Omiridis | $450,000 | 46% | $270,000 | 27% | $270,000 | 27% | $990,000 | | Vincent J. Gagliano | $385,000 | 52% | $153,450 | 21% | $204,600 | 28% | $743,050 | | Kathryn H. Shirley | $315,000 | 49% | $141,750 | 22% | $189,000 | 29% | $645,750 | | Raymond F. Wise (1) | $375,000 | 52% | $168,750 | 23% | $182,250 | 25% | $726,000 |

  27. 2023 Executive Compensation Program at a Glance

    __________ (1) Mr. Omiridis joined the Company in September 2022. Therefore, there was no adjustment to his base salary for 2023. (2) Mr. Gagliano's base salary increase recognized his assumption of additional management responsibilities for our Underwriting and Safety departments. (3) Mr. Wise joined the Company in July 2023. Annual Incentive Compensation. The Committee believes that annual incentive compensation is an important element of the total compensation of each executive officer. As discussed above, in 2023, the Committee redesigned our AIP to provide for payouts based primarily on achievement of quantitative Company performance goals across the executive management team. 2023 Annual Incentive Compensation. In February 2023, the Committee approved target award opportunities under the AIP for each executive officer employed at the time equal to a percentage of each executive’s base salary. These targets represented an increased target value for all executive officers (other than our CEO and CFO) from 35% to 45% to better align pay opportunities with market practices as reflected in the 2021 Survey. In 2023, the performance goals established were both quantitative and qualitative for all of the NEOs, including Ms. Frost. The quantitative goals were designed to support the long-term objective of policy growth and were based on rigorous goals with respect to growth in premiums written and combined ratio to focus management's efforts on improving Company performance in a declining rate environment. The Company performance metrics were weighted 80% for our CEO and represented the majority of the weighting for our other named executive officers. With the new addition of these two Company performance metrics in the AIP in 2023, the Committee also adjusted the 2023 LTIP performance award metric to avoid overlap with the AIP in future years. Each executive was also evaluated on pre-established individual qualitative leadership objectives, which for Ms. Frost focused on her leadership of the senior management team and for our other executive officers focused on completion of individual special projects. For purposes of the 2023 AIP awards, the Company performance metrics were as follows:

  28. 2023 Executive Compensation Program at a Glance

    | AIP Metrics | Description | | Combined Ratio | Defined as standard industry profitability measure and is calculated as the sum of: (1) incurred losses divided by net premiums earned (2) underwriting expenses divided by net premiums earned; and (3) dividends to policyholders divided by net premiums earned | | Growth in Premiums Written | Defined as the year-over-year growth in gross premiums written minus assumed premiums written (for mandatory pooling arrangements) |

  29. 2023 Executive Compensation Program at a Glance

    | Executive | Target Value of Annual Incentive Opportunity | Target Annual Incentive Opportunity (% of Base Salary) | | G. Janelle Frost | $433,200 | 60% | | Anastasios G. Omiridis | $270,000 | 60% | | Vincent J. Gagliano | $153,450 | 45% | | Kathryn H. Shirley | $141,750 | 45% | | Raymond F. Wise (1) | $73,973 | 45% |

  30. 2023 Executive Compensation Program at a Glance

    (1) Mr. Wise joined the Company in July 2023. His 2023 AIP award was prorated based on his period of service during the year. Long-Term Incentive Compensation. Under our current program, the Committee makes LTIP awards on an annual basis, but may adjust the performance factors, the weighting of those factors, and other aspects of the LTIP each year as it evaluates the effectiveness of the program over time. As discussed above, for 2023, the Committee restructured the LTIP program to (i) incorporate a time-based element to be more in line with market practices and promote retention, and (ii) simplify our performance award by focusing on one metric, return on equity, to determine payouts with respect to such performance award, which metric will be measured on a three-year average as compared to targets set by the Committee. Unlike prior years, the Committee also elected to evaluate this LTIP performance award on an absolute basis instead of relative to peers. The Committee determined that due to the unique nature of the Company's business, relative performance may not be a realistic measure. For these reasons, the Committee chose the universal measure of return on equity as it allows for an easy comparison to peers or investment alternatives. McLagan's compensation surveys continue to reaffirm the importance of the LTIP in making the Company’s executive compensation program competitive with peers. Awards under the LTIP for 2023 were made pursuant to our shareholder-approved equity incentive plans. 2023 Long-Term Incentive Compensation Awards. For the 2023 LTIP awards, the Committee set a target value, which was a percentage of base salary as set forth below. In setting the target award values, the Committee reviewed the 2021 Survey, which indicated that Ms. Frost's target was competitive with the market median, but that the target for the other executive officers was slightly below the market median for the long-term compensation component of pay. Based on this review, the Committee increased the target LTIP percentages from 55% to 60% for each participating named executive officer, except the CEO. For 2023, each NEO's target LTIP award value was delivered in the form of a performance award (representing 70% of the target award) and a time-based RSU award (representing 30% of the target award). Both awards are payable in shares of common stock after a three - year performance or vesting period, as applicable. For the performance awards, the number of shares earned will be determined based on the Company's average return on equity over the performance period, thus providing a link directly to the performance of the Company and aligning executive management compensation and shareholder interests. For purposes of the LTIP performance awards, return on equity is defined as the percentage obtained by dividing the Company's net income by the average of beginning and ending shareholder's equity.

  31. 2023 Executive Compensation Program at a Glance

    | Executive | Total Target Value of 2023 LTIP Awards | Target Value of 2023 RSU Awards (30%) | Target Value of 2023 Performance Based Awards (70%) (1) | Total Target Award Value of 2023 LTIP Awards as a Percentage of 2023 Base Salary | | G. Janelle Frost | $794,200 | $238,260 | $555,940 | 110% | | Anastasios G. Omiridis | $270,000 | $81,000 | $189,000 | 60% | | Vincent J. Gagliano | $204,600 | $61,380 | $143,220 | 60% | | Kathryn H. Shirley | $189,000 | $56,700 | $132,300 | 60% | | Raymond F. Wise | $182,250 | $54,675 | $127,575 | 60% |

  32. 2023 Executive Compensation Program at a Glance

    | Metric | Weighting of Metric | Threshold BP | Peer Result | Company Result | Company/Peer BP Difference | Calculated Payout Factor (1) | Payout Factor Used | | Statutory Combined Ratio | 80% | 1,200 | 91.3% | 81.7% | (963) | 1.803 | 1.803 | | Statutory Growth in Direct Premiums Written | 20% | 500 | (0.3)% | (6.2)% | (586) | (0.172) | (0.172) | | Total Shareholder Return (2) | (37.5)% | 500 | 10.8% | 2.2% | (858) | (0.716) | (0.716) |

  33. 2023 Executive Compensation Program at a Glance

    1. For each executive, the total performance award is calculated using the weighting applied of each metric to the applicable payout factor. 2. TSR reduces the payout factor by 37.5 basis points for every 500 basis points of underperformance, capped at a negative 25% of the uncapped award before applying the 1.5 times award cap. The following table sets forth the applicable target values, as well as the final payout, under the performance award for the 2020-2022 performance periods for each named executive officer:

  34. 2023 Executive Compensation Program at a Glance

    | Executive | Target Value of Performance Award | Bonus Factor (3) | Award Value as of June 7, 2023 | Number of Common Shares (4) | | G. Janelle Frost | $749,100 | 1.158 | $867,276 | 16,567 | | Anastasios G. Omiridis (1) | $— | — | $— | — | | Vincent J. Gagliano | $177,100 | 1.158 | $205,039 | 3,917 | | Kathryn H. Shirley | $163,350 | 1.158 | $189,120 | 3,613 | | Raymond F. Wise (2) | $— | — | $— | — |

  35. 2023 Executive Compensation Program at a Glance

    1. The performance factor estimate for the 2021 and 2022 awards as of September 30, 2023 is based upon (a) actual Company data from the beginning of the applicable performance period through September 30, 2023, and (b) actual peer company data from the beginning of the applicable performance period through December 31, 2022 and an estimate of peer company data for the first nine months of 2023. Because of the timing of when information becomes available regarding the peer group performance, the Committee expects that the payout value of the awards for the 2021 - 2023 performance period will be determined late in the second quarter of 2024. The 2023 awards are estimated at target levels as probable outcome on an annual basis. Regardless of performance, the performance factor estimate is capped at 1.5 times target compensation. Special Awards. In connection with Mr. Wise's commencement of employment in July 2023 as Chief Sales Officer, the Committee approved a grant to Mr. Wise of RSUs with a target value of $750,000. This award was not part of our regular LTIP. The award vests in four annual installments of 15%, 20%, 30%, and 35%, on each of the first four anniversaries of the grant date, respectively, based on continued service. This award serves as a retention tool due to the extended vesting period established in the award and provides an immediate alignment with stockholder interests. In October 2023, the Committee approved a grant to Mr. Omiridis with a value of $355,460. This award was not part of our regular LTIP. The award cliff vests on September 1, 2027, based on continued service. This award serves as an additional retention tool. These awards are reflected below under “Executive Compensation – Grants of Plan Based Awards.” Employee Benefits. We do not provide our executives or other employees with defined benefit pensions, supplemental retirement benefits, post-retirement payments or deferred compensation programs. We do provide a 401(k) defined contribution plan that is available to all employees. We match 50% of employee contributions up to 6% of compensation for participating employees, subject to limitations under applicable law. Our executives and other employees are fully vested in Company contributions under this plan after five years. We also provide health, life and other insurance benefits to our executives on the same basis as our other full-time employees. Severance and Change-in-Control Benefits. We have employment agreements with each of our executive officers. These employment agreements provide each executive officer with severance compensation consisting of cash payments paid in monthly installments and continued health benefits for a period of 12 months (18 months for our chief executive officer), in the event that an executive’s employment is terminated by us without cause or by the executive under certain qualifying circumstances. The cash severance payment for the covered executives (other than our chief executive officer) is an amount equal to the officer’s then current annual base salary plus the average of the three most recent annual incentive bonuses received by the executive. For our chief executive officer, the cash severance payment is one and one-half times the amount described in the preceding sentence. These employment agreements also provide that the terminated executive will not engage in activities that are competitive with our business for 12 months (18 months for our chief executive officer). For additional information regarding the employment agreements with our executives, see “Executive Compensation – Employment Agreements” below. Performance awards and RSU awards under the LTIP partially vest upon death, disability, retirement or a termination of employment without cause or for good reason following a change in control of the Company. These awards do not vest solely upon a change in control and with respect to the performance awards, the partial vesting remains conditioned upon the achievement of the performance measures. To qualify for partial vesting upon retirement, an executive officer must be at least age 60, have 10 or more years of service with the Company and not have accepted a substantial employment or consulting arrangement with another company engaged in the workers’ compensation insurance industry. The Committee believes that these benefits are necessary and appropriate in order to attract and retain qualified executive officers as these benefits are generally made available by other companies. In addition, the Committee recognizes that it may be difficult for our executive officers to find comparable employment in a short period of time. Therefore, these benefits, particularly the severance payments, address a valid concern, making an executive position with our Company more attractive. These issues are particularly significant to us, given that our corporate headquarters is not located in a major metropolitan area and it is unlikely that our executives could secure comparable employment without relocating to another city. The Company does not provide excise tax gross-ups under any change in control arrangement. Executive Perquisites. We also provide a limited number of perquisites that the Committee believes enhance our ability to attract and retain qualified executives. These perquisites include car allowances, disability insurance and reimbursement for annual medical examinations. Our executive officers are also permitted to accrue up to 300 hours of vacation, a limit slightly higher than the 240 hour maximum available to employees with more than 15 years of service. The Committee believes that this policy is appropriate given that the management responsibilities of our executive officers often do not permit them the flexibility to use their vacation time on an annual basis. During 2023, the Company also provided a cash sign-on award to Mr. Wise. The Company does not provide tax gross-ups on these perquisites or additional benefits. For additional information regarding perquisites provided to our executives, see “Executive Compensation—Summary Compensation Table – All Other Compensation.”

  36. Compensation-Related Policies

    Compensation-Related Policies Clawback Policy. In 2023, in accordance with SEC and Nasdaq requirements, the Company adopted a new Clawback Policy (the "Clawback Policy"), which provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. The Clawback Policy does not condition such clawback on the fault of the executive officer, but the Company is not required to recoup amounts in limited circumstances set forth in the Clawback Policy where the Committee has made a determination that recovery would be impracticable. Operation of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement. Stock Ownership Guidelines. The Committee has approved stock ownership guidelines for our executive officers. The target ownership for our chief executive officer is a dollar amount equal to three times her average base salary and annual incentive bonus for the three immediately preceding calendar years. The target ownership for each of our other executive officers is a dollar amount equal to two times their average base salary for the three immediately preceding calendar years (or, if less, all complete calendar years employed by the Company). All forms of Company outstanding equity, whether vested or unvested, including common stock and restricted stock as well as shares subject to unvested RSUs, are counted for purposes of determining compliance with the ownership guidelines. The value of outstanding performance awards is not counted for purposes of the guidelines. In determining whether an executive meets the applicable guideline, the value of shares of common stock, including restricted stock, shares subject to RSUs and shares purchased by executives in the open market, is based on the closing price of our common stock on the last trading day of the most recent calendar year. Until an executive officer meets the ownership target provided under the guidelines, he or she is required to retain all shares received under the Company’s compensation plans, except for shares used to satisfy tax obligations. After an executive meets the applicable guideline, he or she is required to retain 20% of any shares obtained as the result vesting of a restricted stock award, RSU award or payout of an LTIP performance award, net of shares sold to satisfy tax obligations. The following table sets forth for each current executive officer the applicable stock ownership guideline and equity ownership as of December 31, 2023, measured in dollars, using the guideline methodology described above. As noted in the table, each of our current executive officers exceeds his or her ownership guideline, with the exception of Mr. Wise who joined the Company in July 2023.

  37. Compensation-Related Policies

    Impact of Prior Awards on Future Grants. The Committee does not have a specific policy addressing the cumulative value of prior equity awards in making future awards. However, our Committee intends to continue to make appropriate executive compensation decisions annually, so that our executives receive a total compensation package that is both competitive and has a significant portion of compensation at risk. The Committee is mindful that payment under LTIP performance awards is tied to the Company meeting or exceeding quantitative performance objectives and the increase in the value of our common stock (for restricted stock awards), with unvested awards also conditioned on continued employment. As a result, the Committee believes, as a general matter, that positive results with respect to prior incentive awards should not negatively impact future compensation decisions.

  38. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information regarding the compensation of our chief executive officer, our chief financial officer, and our three other most highly compensated executive officers who were serving in such capacity as of December 31, 2023, 2022 and 2021.

  39. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | G. Janelle Frost | 2023 | $718,500 | $794,200 | $544,013 | $43,455 | $2,100,169 | | President and Chief Executive | 2022 | 697,667 | 602,572 | 199,995 | 25,282 | 1,525,516 | | Officer | 2021 | 681,000 | 1,029,041 | 194,085 | 23,715 | 1,927,841 | | Anastasios G. Omiridis | 2023 | 450,000 | 625,460 | 343,440 | 30,643 | 1,449,543 | | Executive Vice President, Chief | 2022 | 150,000 | 1,100,000 | 337,500 | 78,493 | 1,665,993 | | Financial Officer | | | | | | | | Vincent J. Gagliano | 2023 | 346,667 | 204,600 | 190,517 | 38,702 | 780,486 | | Executive Vice President and | 2022 | 329,500 | 142,262 | 74,475 | 33,628 | 579,865 | | Chief Risk Officer | 2021 | 322,000 | 243,283 | 82,110 | 30,951 | 678,344 | | Kathryn H. Shirley | 2023 | 313,334 | 189,000 | 175,912 | 33,190 | 711,435 | | Executive Vice President, Chief | 2022 | 303,667 | 131,087 | 80,063 | 22,604 | 537,421 | | Administrative Officer and Secretary | 2021 | 297,000 | 224,394 | 75,735 | 22,685 | 619,814 | | Raymond F. Wise (4) | 2023 | 164,904 | 932,250 | 88,973 | 110,373 | 1,296,500 | | Executive Vice President, Chief | | | | | | | | Sales Officer | | | | | | |

  40. 2023 Summary Compensation Table

    __________ 1. LTIP awards in 2023 consisted of performance awards and time-based RSU awards. Amounts in this column represent the grant date fair value of these awards calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("Topic 718"), see Note 1 of the Company's Form 10-K filed February 23, 2024. With respect to the performance awards granted in 2023, the amounts above reflect the probable outcome for the awards calculated in accordance with Topic 718. The grant date fair value is an estimate made for financial accounting purposes. Award payouts will be determined at the end of the three-year performance period based on actual results for the Company. There is no minimum payout under the performance awards. Assuming the performance awards will be paid out at the target level of 100%, the grant date fair values of the awards would be as follows: Ms. Frost, $555,940; Mr. Omiridis, $189,000; Mr. Gagliano, $143,220; Ms. Shirley, $132,300; and Mr. Wise, $127,575. Assuming that the performance awards will be paid out at the maximum payout level of 150%, the grant date fair values of the awards would be as follows: Ms. Frost, $833,910; Mr.Omiridis, $283,500; Mr. Gagliano, $214,830; Ms. Shirley, $198,450; and Mr. Wise, $191,362. See "Grants of Plan-Based Awards." In addition to regular LTIP RSU awards, Mr. Wise received a special RSU award which vests ratably over four years and Mr. Omiridis received a special RSU award that will cliff vest in September 2027. Pursuant to SEC rules, the amounts shown in this column exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information regarding the awards granted in 2023, see “Compensation Discussion and Analysis—Long-Term Incentive Compensation.” In addition to regular LTIP RSU awards, Mr. Wise received a special RSU award which vests ratably over four years and Mr. Omiridis received a special RSU award that will cliff vest in September 2027. Amounts in this column represent the amounts paid to our executive officers under our performance-based AIP. See “2023 Grants of Plan-Based Awards” below. For 2023, includes compensation as described under “All Other Compensation” below. 4. Mr. Wise joined the Company in July 2023.

  41. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards In 2023, each of our named executive officers received performance awards and time-based RSUs under our LTIP. Mr. Wise and Mr. Omiridis also received additional special grants of time-based RSUs. Additionally, in 2023 each of our named executive officers received AIP awards. See “Compensation Discussion and Analysis—2023 Compensation.” The following table contains information regarding grants of plan-based awards to our named executive officers in the year ended December 31, 2023. In this table, annual incentive compensation awards are abbreviated as “AIP,” long-term performance awards are abbreviated as “LTIP," and time-based LTIP RSUs are abbreviated as "LTIP RSU".

  42. 2023 Grants of Plan-Based Awards

    | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (4) | | | All Other Stock Awards: | | | Name | Type | Board or Committee Approval Date (1) | Grant Date (2) | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | G. Janelle Frost | AIP | 02/17/2023 | | $— | $433,200 | $649,800 | $— | $— | $— | $— | $— | | | LTIP | 02/17/2023 | 03/01/2023 | — | — | — | — | 555,940 | 833,910 | — | 555,940 | | | LTIP RSU | 02/17/2023 | 03/01/2023 | | | | | | | 4,401 | 238,226 | | Anastasios G. Omiridis | AIP | 02/17/2023 | | — | 270,000 | 405,000 | — | — | — | — | — | | | LTIP | 02/17/2023 | 03/01/2023 | — | — | — | — | 189,000 | 283,500 | — | 189,000 | | | RSU | 10/24/2023 | 10/30/2023 | | | | | | | 7,000 | 355,460 | | | LTIP RSU | 02/17/2023 | 03/01/2023 | | | | | | | 1,496 | 80,978 | | Vincent J. Gagliano | AIP | 02/17/2023 | | — | 153,450 | 230,175 | — | — | — | — | — | | | LTIP | 02/17/2023 | 03/01/2023 | — | — | — | — | 143,220 | 214,830 | — | 143,220 | | | LTIP RSU | 02/17/2023 | 03/01/2023 | | | | | | | 1,133 | 61,329 | | Kathryn H. Shirley | AIP | 02/17/2023 | | — | 141,750 | 212,625 | — | — | — | — | — | | | LTIP | 02/17/2023 | 03/01/2023 | — | — | — | — | 132,300 | 198,450 | — | 132,300 | | | LTIP RSU | 02/17/2023 | 03/01/2023 | | | | | | | 1,047 | 56,674 | | Raymond F. Wise | AIP | 02/17/2023 | | — | 73,973 | 110,960 | — | — | — | — | — | | | LTIP | 07/25/2023 | 09/1/2023 | — | — | — | — | 127,575 | 191,363 | — | 127,575 | | | RSU | 07/25/2023 | 08/01/2023 | — | — | — | — | — | — | 14,188 | 749,978 | | | LTIP RSU | 07/25/2023 | 09/1/2023 | — | — | — | — | — | — | 1,044 | 54,643 |

  43. 2023 Grants of Plan-Based Awards

    __________ 1. Each of the awards described in this table was approved by the Compensation Committee. 2. The grant date for each award is March 1, 2023, except for Mr. Wise who joined the Company in July 2023. 3. Reflects the target and maximum dollar amounts payable under our AIP. The actual payment will be determined by the performance criteria described under “Compensation Discussion and Analysis – 2023 Annual Incentive Compensation.” Reflects the target and maximum dollar amounts payable under our LTIP performance awards. Actual payments under each performance award will be made in shares of common stock (rounded to the nearest whole share) equal to (a) the amount earned under the award divided by (b) the volume weighted trading price per share of common stock for the 10 trading days immediately preceding the date the value of the award is approved by our Compensation Committee. The actual payout will be determined by the performance criteria described under “Compensation Discussion and Analysis—Long-Term Incentive Compensation.” Represents the grant date fair value of the awards computed in accordance with Topic 718. With respect to LTIP performance awards, amounts reflect the probable outcome for the awards calculated in accordance with Topic 718. The grant date fair value is an estimate made for financial accounting purposes. Payouts for the LTIP performance awards will be determined at the end of the three-year performance period based on actual results for the Company.

  44. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table contains information regarding outstanding equity awards held by our named executive officers as of December 31, 2023. None of the named executive officers held stock options as of December 31, 2023.

  45. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (3) | | G. Janelle Frost | | | | | 2021-2023 LTIP performance award | — | — | $749,100 | | 2022-2024 LTIP performance award | — | — | 771,100 | | 2023-2025 LTIP performance award | | | 555,940 | | 2023-2025 LTIP RSU award | 4,401 | 205,879 | | | Anastasios G. Omiridis | | | | | Restricted Stock Unit Grants | 21,837 | 1,021,535 | — | | 2023-2025 LTIP performance award | — | — | 189,000 | | 2023-2025 LTIP RSU award | 1,496 | 69,983 | | | Vincent J. Gagliano | | | | | 2021-2023 LTIP performance award | — | — | 177,100 | | 2022-2024 LTIP performance award | — | — | 182,050 | | 2023-2025 LTIP performance award | | | 143,220 | | 2023-2025 LTIP RSU award | 1,133 | 53,002 | | | Kathryn H. Shirley | | | | | 2021-2023 LTIP performance award | — | — | 163,350 | | 2022-2024 LTIP performance award | — | — | 167,750 | | 2023-2025 LTIP performance award | | | 132,300 | | 2023-2025 LTIP RSU award | 1,047 | 48,979 | | | Raymond F. Wise (4) | | | | | Restricted Stock Unit Grants | 14,188 | 663,715 | — | | 2023-2025 LTIP performance award | — | — | 127,575 | | 2023-2025 LTIP RSU award | 1,044 | 48,838 | |

  46. Outstanding Equity Awards at 2023 Fiscal Year-End

    __________ 1. With respect to Ms. Frost, 4,401 RSUs will vest on March 1, 2026. With respect to Mr. Omiridis, 3,424 RSUs will vest on September 1, 2024; 4,565 RSUs will vest on September 1, 2025; 6,848 RSUs will vest on September 1, 2026; 1,496 RSUs will vest on March 1, 2026; 7,000 RSUs will vest on September 1, 2027. With respect to Mr. Gagliano, 1,133 RSUs will vest on March 1, 2026. With respect to Ms. Shirley, 1,047 RSUs will vest on March 1, 2026. With respect to Mr. Wise, 2,128 RSUs will vest on August 1, 2024; 2,837 RSUs will vest on August 1, 2025; 4,257 RSUs will vest on August 1, 2026; 4,966 RSUs will vest on August 1, 2027; 1,044 RSUs will vest on March 1, 2026. Represents the value of RSUs based on a price of $46.78, the closing price of our common stock on December 29, 2023. 3. Represents the value of outstanding performance awards assuming that the target level of performance is achieved. Although denominated in cash payments under each performance award will be made in shares of common stock (rounded to the nearest whole share) equal to (a) the amount earned under the award divided by (b) the volume weighted trading price per share of common stock for the 10 trading days immediately preceding the date the value of the award is approved by our Compensation Committee. The actual payout will be determined by the performance criteria described under “Compensation Discussion and Analysis—Long-Term Incentive Compensation.” The 2021-2023 LTIP performance period began on January 1, 2021 and ended December 31, 2023. The 2022-2024 LTIP performance period began on January 1, 2022 and ends on December 31, 2024. The 2023-2025 LTIP performance period began on January 1, 2023 and ends on December 31, 2025. 4. Mr. Wise joined the Company in July 2023.

  47. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The Company has no outstanding options and as a result, none of our named executive officers exercised stock options during the year ended December 31, 2023. The following table provides information, for each of our named executive officers, on the number of shares of common stock resulting from the vesting of shares of restricted stock and RSUs, the payout of the 2020-2022 performance awards and the value realized before payment of any applicable withholding tax during 2023.

  48. 2023 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | G. Janelle Frost | 16,567 | $867,276 | | Anastasios Omiridis | 7,989 | $418,144 | | Vincent J. Gagliano | 3,917 | $205,039 | | Kathryn H. Shirley | 3,613 | $189,120 | | Raymond F. Wise (3) | — | $— |

  49. 2023 Option Exercises and Stock Vested

    __________ 1. Represents the payout of performance awards vested for the 2020-2022 performance period. With respect to Mr. Omiridis, the amount includes vested time-based RSUs only. Mr. Omiridis joined the Company in September 2022. Therefore, he did not receive a 2020-2022 performance award. 2. Value determined on vesting date for time-based RSUs. With respect to performance awards, value is based on the volume weighted trading price per share for the 10 trading days immediately preceding the date the value of the award is approved by the Committee. With respect to RSU grants, value is based on vest date. 3. Mr. Wise joined the Company in July 2023. Therefore, he did not receive a 2020-2022 performance award.

  50. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below quantifies potential compensation that would have become payable to each of our named executive officers under employment agreements, annual and long-term incentive compensation award agreements and Company plans and policies (as in effect on December 29, 2023) if their employment had terminated on December 29, 2023, given the executive officer’s base salary on that date and the closing price of our common stock on December 29, 2023. In addition, the table quantifies the compensation that would have become payable to each of our named executive officers assuming that a change in control of the Company had occurred on December 29, 2023, and determining any amounts that would be payable under the employment agreements in effect as of that date. For additional information regarding (a) the circumstances in which our named executive officers would be entitled to severance compensation, see “Executive Compensation—Employment Agreements” and (b) the acceleration of vesting of equity awards, see “Executive Compensation—Equity Incentive Plans.” Due to the factors that may affect the amount of any benefits provided upon the events described below, any actual amounts paid or payable may be different than those shown in this table. Factors that could affect these amounts include the date the termination event occurs, the base salary of an executive on the date of termination of employment and the price of our common stock when the event occurs.

  51. Potential Payments Upon Termination or Change in Control

    | | Cash Severance Payments (1) | Healthcare Premiums (2) | Acceleration of Equity Awards (3) | Total | | G. Janelle Frost | | | | | | Voluntary Termination | $— | $— | $— | $— | | Termination with Cause | — | — | — | — | | Termination without Cause or for Good Reason (prior to a Change in Control) | 1,352,809 | 52,157 | 1,525,135 | 2,930,100 | | Termination without Cause or for Good Reason (following a Change in Control) | 1,352,809 | 52,157 | 1,525,135 | 2,930,100 | | Death or Disability | — | — | 1,525,135 | 1,525,135 | | Retirement | — | — | 1,525,135 | 1,525,135 | | Change in Control | — | — | — | — | | Anastasios G. Omiridis | | | | | | Voluntary Termination | — | — | — | — | | Termination with Cause | — | — | — | — | | Termination without Cause or for Good Reason (prior to a Change in Control) | 562,500 | 34,447 | 89,100 | 686,047 | | Termination without Cause or for Good Reason (following a Change in Control) | 562,500 | 34,447 | 89,100 | 686,047 | | Death or Disability | — | — | 89,100 | 89,100 | | Retirement | — | — | 89,100 | 89,100 | | Change in Control | — | — | — | | | Vincent J. Gagliano | | | | | | Voluntary Termination | — | — | — | — | | Termination with Cause | — | — | — | — | | Termination without Cause or for Good Reason (prior to a Change in Control) | 463,238 | 37,882 | 365,973 | 867,093 | | Termination without Cause or for Good Reason (following a Change in Control) | 463,238 | 37,882 | 365,973 | 867,093 | | Death or Disability | — | — | 365,973 | 365,973 | | Retirement | — | — | 365,973 | 365,973 | | Change in Control | — | — | — | — | | Kathryn H. Shirley | | | | | | Voluntary Termination | — | — | — | — | | Termination with Cause | — | — | — | — | | Termination without Cause or for Good Reason (prior to a Change in Control) | 391,601 | 596 | 225,720 | 617,917 | | Termination without Cause or for Good Reason (following a Change in Control) | 391,601 | 596 | 225,720 | 617,917 | | Death or Disability | — | — | 225,720 | 225,720 | | Retirement | — | — | 225,720 | 225,720 | | Change in Control | — | — | — | — | | Raymond F. Wise | | | | | | Voluntary Termination | — | — | — | — | | Termination with Cause | — | — | — | — | | Termination without Cause or for Good Reason (prior to a Change in Control) | 375,000 | 26,196 | 60,143 | 461,338 | | Termination without Cause or for Good Reason (following a Change in Control) | 375,000 | 26,196 | 60,143 | 461,338 | | Death or Disability | — | — | 60,143 | 60,143 | | Retirement | — | — | 60,143 | 60,143 | | Change in Control | — | — | — | — |

  52. Potential Payments Upon Termination or Change in Control

    __________ 1. Cash severance is payable in installments over 12 months (18 months for Ms. Frost). 2. Represents COBRA health insurance premiums payable on behalf of the executives following termination of employment for a period of 12 months (18 months for Ms. Frost). Performance awards granted under the 2012 Incentive Plan and 2022 Incentive Plan will partially vest upon death or disability, retirement and will also partially vest if the recipient’s employment is terminated without cause or for good reason following a change in control. See “Executive Compensation—Equity Incentive Plan.” The dollar amounts in this column includes the value of RSUs that would vest on December 29, 2023 at $46.78 per share, the closing price of our common stock on December 31, 2023. With respect to the performance awards, the amounts in this column reflect partial vesting of the awards assuming target level performance. A grantee of a performance award will receive any payment under the award after the performance period has ended and the amount of the award is determined.

  53. CEO Pay Ratio

    CEO Pay Ratio For 2023, the ratio of the annual total compensation of Ms. Frost, our President and Chief Executive Officer (“CEO Compensation”), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Ms. Frost (“Median Annual Compensation”) was 31 to 1. We refer to the employee who received the Median Annual Compensation as the “Median Employee.” This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. The assumptions we used are specific to our company and our employee population. As a result, our pay ratio may not be comparable to the pay ratios of other companies. CEO Compensation. CEO Compensation for 2023 was $2,100,169. We calculated the CEO Compensation by totaling all applicable elements of compensation reported for 2023 in the 2023 Summary Compensation Table. Median Annual Compensation. Median Annual Compensation for 2023 was $67,239. We calculated the Median Annual Compensation by totaling all applicable elements of compensation for our Median Employee in accordance with Item 402(c)(2)(x) of Regulation S-K. We did not make any cost-of-living adjustments in identifying the Median Employee. Determination Date and Measurement Period. We identified our Median Employee as of December 31, 2023 (the “Determination Date”). We used the 12-month period ended December 31, 2023 as the compensation measurement period. Employee Pool Used to Identify Median Employee. As of the Determination Date, we had 362 employees. This number includes all full-time, part-time, seasonal and temporary employees of AMERISAFE and its subsidiaries. This number does not include any independent contractors or “leased” workers. Compensation Used to Identify Median Employee. We used 2023 taxable wages as reflected in our payroll records and as reported to the Internal Revenue Service on Form W-2 to identify our Median Employee. W-2 taxable wages include, among other things, salary, wages, bonuses and stock compensation. Adjustments to Compensation. A portion of our permanent employee workforce (full-time and part-time) worked for less than the full year due to, among other things, commencing employment after the beginning of the year or taking an unpaid leave of absence. In determining our Median Employee, we annualized the total compensation for those individuals (but not for individuals in temporary or seasonal positions).

  54. Pay Versus Performance

    Pay Versus Performance As required by pay versus performance rules adopted by the SEC ("PVP Rules"), the below Pay Versus Performance table ("PVP Table") provides information about compensation for this proxy statement's NEOs, as well as our named executive officers from our 2021, 2022, and 2023 proxy statements (each of 2020, 2021, 2022, 2023 is referred to herein as a "Covered Year"). The PVP Table also provides information about the results for certain financial performance measures during those same Covered Years. In reviewing this information, there are a few important things to consider: • The information in columns (b) and (d) comes directly from this and prior years' Summary Compensation Tables, without adjustment; As required by the PVP Rules, we describe the information in columns (c) and (e) as "compensation actually paid" (or "CAP") to the applicable NEOs, but these CAP amounts do not entirely reflect compensation that our NEOs actually earned for their service in the Covered Years. Instead, CAP reflects a combination of realized pay (primarily for cash amounts) and realizable or accrued pay (primarily for equity awards); and As required by the PVP Rules, we provide information about our total shareholders return ("TSR") results, S&P 600 Property & Casualty Insurance Index ("PVP Peer Group") TSR results and U.S. GAAP net income results (the "External Measures") during the Covered Years in the PVP Table, but we did not actually base any compensation decisions for the NEOs on, or link any NEO pay to, these particular External Measures because the External Measures were not metrics used in our incentive plans during the Covered Years. Due to the use of Combined Ratio performance measure in our 2023 AIP, the Company has determined that, pursuant to the PVP Rules, Combined Ratio should be designated as the "Company-Selected Measure" because we believe it is the most important financial measure that we used to link 2023 named executive officer pay to our performance.

  55. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Total for PEO(1) (b) | Compensation Actually Paid to PEO(2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) (e) | Total Share-holder Return(3) (f) | Peer Group Total Shareholder Return(4) (g) | Net Income(5) (h) | Combined Ratio(6) (i) | | 2023 | $2,100,169 | $2,367,727 | $1,059,491 | $1,097,628 | $126.01 | $168.73 | 62.1M | 85.9% | | 2022 | 1,525,516 | 2,185,161 | 817,885 | 1,472,921 | 125.65 | 127.00 | 55.6M | 83.6% | | 2021 | 1,927,841 | 1,064,627 | 695,230 | 488,309 | 125.00 | 151.74 | 65.8M | 85.7% | | 2020 | 1,942,129 | 2,086,210 | 701,504 | 671,375 | 159.46 | 181.70 | 86.6M | 76.3% |

  56. Pay Versus Performance

    __________ 1. G. Janelle Frost was our principal executive officer (“PEO”) for the full year for each of 2023, 2022, 2021 and 2020. For 2023, our non-PEO named executive officers were Anastasios Omiridis (CFO), Vincent J. Gagliano, Kathryn H. Shirley, and Raymond F. Wise. For 2022, our non-PEO named executive officers were Neal A. Fuller (CFO), Anastasios Omiridis (CFO), Vincent J. Gagliano, Andrew B. McCray and Kathryn H. Shirley. For 2021 and 2020, our non-PEO named executive officers were Neal A. Fuller, Vincent J. Gagliano, Andrew B. McCray and Kathryn H. Shirley. For each “Covered Year”, in determining both the compensation “actually paid” to our PEO and the average compensation “actually paid” to our non-PEO NEOs for purposes of this “PVP Table”, we deducted from or added back to the total amounts of compensation reported in column (b) or column (d) for such Covered Year certain amounts as required under SEC rules. For 2023, the amounts added and deducted are set forth in the table below. Certain of the values in this table are calculated based on the probable outcome of performance awards as of various dates. For purposes of performance awards granted prior to 2023 and outstanding as of December 31, 2023, which awards are based on metrics that are measured against peer performance, probable outcome as of 2023 fiscal year-end has been calculated using the most recently available data as of the date of this filing, which is based on results through September 30, 2023.

  57. Pay Versus Performance

    | Item and Value Added (Deducted) | 2023 | | For G. Janelle Frost: | | | - change in actuarial present value of pension benefits | NA | | + service cost of pension benefits | NA | | + prior service cost of pension benefits | NA | | - SCT “Stock Awards” column value | $(794,200) | | - SCT “Option Awards” column value | $— | | + year-end fair value of outstanding equity awards granted in Covered Year | $998,193 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years that were outstanding as of Covered Year-end[4] | $118,848 | | + vesting date fair value of equity awards granted and vested in Covered Year | $— | | +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | $(76,672) | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | $— | | + includable dividends/earnings on equity awards during Covered Year | $21,389 | | For Non-PEO Named Executive Officers (Average): | | | - change in actuarial present value of pension benefits | $— | | + service cost of pension benefits | $— | | + prior service cost of pension benefits | $— | | - SCT “Stock Awards” column value | $(487,828) | | - SCT “Option Awards” column value | $— | | + year-end fair value of outstanding equity awards granted in Covered Year | $459,256 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years that were outstanding as of Covered Year-end | $20,784 | | + vesting date fair value of equity awards granted and vested in Covered Year | $— | | +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | $(564) | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | $— | | + includable dividends/earnings on equity awards during Covered Year | $46,489 |

  58. Pay Versus Performance

    For each Covered Year, our TSR was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, par value $0.01 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on Nasdaq Stock Market on December 31, 2019 through and including the last day of the fiscal year covered (each one-year, two-year, three-year or four-year period, the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. 4. For purposes of this pay versus performance disclosure, our peer group is the S&P 600 Property & Casualty Insurance Index (the PVP “Peer Group”). For each Covered Year, our peer group cumulative total shareholder return was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming dividend reinvestment for the PVP Peer Group. 5. Net income is calculated in accordance with U.S. Generally Accepted Accounting Principles. 6. Combined Ratio is calculated as the sum of: (1) incurred losses divided by net premiums earned; (2) underwriting expenses divided by net premiums earned; and (3) dividends to policyholders divided by net premiums earned. The following charts provide, across the Covered Years, (1) illustrations of the relationships between (A) the CAP to the PEO and the average of the CAP to our non-PEO named executive officers (in each case as set forth in the PVP Table above) and (B) each of the performance measures set forth in columns (f), (h) and (i) of the PVP Table above, and (2) a comparison between our TSR and the TSR of the PVP Peer Group. Relationship of Compensation Actually Paid to Company Combined Ratio Relationship of Compensation Actually Paid to Company Net Income Relationship of Compensation Actually Paid to Total Shareholders Return Relationship of Compensation Actually Paid to Company Combined Ratio

  59. Relationship of Compensation Actually Paid to Company Net Income

    Relationship of Compensation Actually Paid to Company Net Income The following table lists the three financial performance measures that we believe represent the most important financial performance measures we used to link compensation actually paid to our named executive officers for fiscal year 2023 to our performance:

  60. Relationship of Compensation Actually Paid to Company Net Income

    | Combined Ratio | | Gross Premium Written | | Return on Equity |

  61. Directors and Executive Officers

    Directors and Executive Officers

  62. Directors and Executive Officers

    | Name of Beneficial Owner | Number of Shares/Units | Percentage of Outstanding Shares/Units | | Michael J. Brown (1) | 9,055 | * | | Teri G. Fontenot (1) | 8,302 | * | | Philip A. Garcia (1)(2) | 21,537 | * | | Billy B. Greer (1) | 3,155 | * | | Jared A. Morris (1)(3) | 80,722 | * | | Randall E. Roach (1) | 13,156 | * | | Sean M. Traynor (1) | 12,620 | * | | G. Janelle Frost | 90,196 | * | | Vincent J. Gagliano | 21,920 | * | | Anastasios G. Omiridis | 1,520 | * | | Kathryn H. Shirley | 15,877 | * | | Raymond F. Wise | — | * | | All directors and executive officers as a group (13) persons) (4) | 278,060 | 1.45% |

  63. Directors and Executive Officers

    __________ * Less than 1%. 1. Includes 1,408 shares of restricted stock granted on the date of our 2023 annual meeting of shareholders pursuant to our Director Plan. Each director has sole voting power but no dispositive power with respect to these shares. These shares vest on the date of the Annual Meeting. 2. Includes 21,537 shares beneficially owned through a revocable trust, of which Mr. Garcia is the sole trustee. 3. Includes 61,353 shares beneficially owned through a trust, of which Mr. Morris is a trustee. Includes shares of restricted common stock for which the directors have sole voting power but no dispositive power as follows: all directors as a group (9,856 shares).