Kern M. Davis, M.D.
About Kern M. Davis, M.D.
Independent Class B director at American Coastal Insurance Corporation since March 2012; age 70; NACD Directorship Certified (NACD.DC). Education: B.A. in Chemistry (University of Florida, 1976), M.D. (University of South Florida, 1980), residency at University of Florida (completed 1985), MBA (University of South Florida, 1993). Career: President of Pathology Associates, P.A. since 1992; Medical Director for St. Anthony’s Hospital Laboratory since 1993. Board term: Class B, current term expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Insurance Holdings (predecessor “UIH”) | Director | 2006–2008 | Early investor and board experience that informed ACIC governance selection . |
| Pathology Associates, P.A. | President | 1992–present | Operational leadership; business management expertise . |
| University of Florida (residency) | Resident (Anatomic & Clinical Pathology) | Completed 1985 | Clinical training foundation . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Anthony’s Hospital Laboratory | Medical Director | 1993–present | Oversees laboratory operations; quality and compliance focus . |
| NACD | NACD Directorship Certified (NACD.DC) | Certified | Governance education and director professionalism . |
| Public company boards | None disclosed | — | No other public board roles disclosed for Dr. Davis . |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair; independent under Nasdaq standards .
- Attendance: Board met five times in 2024; all directors attended all Board and committee meetings for their service periods in 2024 .
- Committee cadence: Audit (11 meetings), Nominating & Corporate Governance (4), Compensation & Benefits (4), Investment (11) .
- Board leadership: Executive Chairman is R. Daniel Peed; Lead Director is Alec L. Poitevint II, who leads independent director executive sessions .
- Board composition/diversity: Company acknowledges board diversity does not fully reflect its aspirations and intends to improve .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard director retainer . |
| Committee chair fee (Nominating & Corporate Governance) | $10,000 | Chair premium . |
| Fees earned or paid in cash (total) | $85,000 | Sum of retainer + chair fee . |
| Equity grant (restricted stock) | 5,000 shares | Granted May 14, 2024; vests on date of 2025 Annual Meeting (May 19, 2025) . |
| Equity grant fair value | $61,150 | Grant-date fair value (ASC 718) . |
| Total 2024 director compensation | $146,150 | Cash + equity grant value . |
Stock ownership guidelines for non-employee directors: 4x annual cash retainer; eligible securities exclude options and unearned performance units; compliance timing generally five years from appointment/election (legacy window to 12/31/2024 or 12/31/2025 as applicable). Individual compliance status for Dr. Davis is not disclosed .
Performance Compensation
- No performance-based compensation for directors disclosed; the annual equity grant is time-based restricted stock that vests on the annual meeting date .
| Performance Metric | Weighting | Target/Threshold | Impact on Director Pay |
|---|---|---|---|
| None disclosed for directors | — | — | Directors’ compensation uses retainer, chair fees, and time-vested restricted stock; no performance metrics disclosed for directors . |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Dr. Davis .
- Prior public company boards: None disclosed; prior service on predecessor UIH board (private) 2006–2008 .
- Compensation Committee interlocks: Company reports no interlocks in 2024 (Compensation & Benefits Committee comprised of Whittemore (Chair), Hudson, Poitevint) .
Expertise & Qualifications
- Clinical and operational leadership: President of a pathology services firm; hospital laboratory medical director .
- Governance credential: NACD Directorship Certified (NACD.DC) .
- Audit oversight: Audit Committee member; Audit Committee financial expert designation is held by Sherrill W. Hudson (not Dr. Davis) .
- Education: BA in Chemistry (UF), MD (USF), MBA (USF) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Kern M. Davis, M.D. | 293,564 | <1% | March 20, 2025 . |
| 2024 director equity grant | 5,000 | N/A | Granted May 14, 2024; vests May 19, 2025 . |
- Anti-hedging: Company prohibits hedging transactions in ACIC securities for all employees, officers, and directors .
- Clawback: Compensation clawback policy updated Nov. 20, 2024 covers incentive compensation for Section 16 officers (board-level policy signal) .
- Insider trading policy in place; designed to promote compliance .
Fixed Compensation (Director Retainer Structure Details)
| Role | Annual Cash Retainer | Additional Chair Fees |
|---|---|---|
| Director | $75,000 | Nominating & Corporate Governance Chair: $10,000; Audit Chair: $20,000; Compensation Chair: $12,500; Investment Chair: $10,000 . |
Insider Trades and Section 16 Compliance
| Item | Detail | Note |
|---|---|---|
| Section 16(a) filings (2024) | One Form 4 for Dr. Davis filed March 26, 2024 reporting two transactions was identified as not timely | Company disclosed limited filing delays (process risk), including Dr. Davis . |
Governance Assessment
- Strengths:
- Independent director; chairs the Nominating & Corporate Governance Committee and serves on Audit—positions central to board effectiveness and oversight .
- Full attendance in 2024 at Board and committee meetings; committees under his purview met regularly (Nominating & Governance: 4; Audit: 11) .
- Alignment via equity: annual time-vested restricted stock grants (5,000 shares in 2024) support ownership orientation; director ownership guidelines set at 4x cash retainer .
- Robust governance policies: anti-hedging, clawback policy updates; explicit related-party transaction review/approval via Audit Committee .
- Risks/Red Flags:
- Historical performance risk context: UPC subsidiary placed into receivership in 2023; all ACIC directors served on UPC’s board (reputation and oversight scrutiny) .
- Concentrated ownership and influence: Executive Chairman R. Daniel Peed beneficially owns 35.9% of ACIC; Peed-related voting limitations exist via Stockholders Agreement but concentration may influence governance dynamics .
- Section 16 process controls: one untimely Form 4 filing for Dr. Davis in 2024 (minor process lapse) .
- Board diversity: Company acknowledges current board composition does not meet diversity aspirations (potential investor concern on perspective breadth) .
Related Party Transactions (Conflict Review)
- Company reports no related party transactions since Jan 1, 2024 other than historical AmCo mergers and Peed Stockholders Agreement terms; no specific related-party exposure disclosed for Dr. Davis .
Say-on-Pay & Shareholder Signals
- Say-on-Pay approval: ~98% support at 2022 annual meeting; no changes to compensation program resulting from vote .
- Say-on-Frequency: Board recommends triennial say-on-pay vote; proposal presented in 2025 proxy .
Compensation Committee Analysis (Context)
- Composition: Whittemore (Chair), Hudson, Poitevint—independent; uses Pay Governance LLC as independent consultant; no consultant conflicts identified .
- Responsibilities include risk review of compensation structures and director compensation oversight .
Overall, Dr. Davis’s roles and attendance support board effectiveness. He is structurally independent with credible governance credentials and serves in gatekeeper committees (Audit and Nominating). Key monitoring areas for investors are legacy risk from UPC receivership, the company’s diversity trajectory, and the influence of concentrated ownership at the chair level .