Billy Greer
About Billy Greer
Billy B. Greer (age 60) has served as an independent director of AMERISAFE (AMSF) since March 2022; he is Managing Director at PGIM Private Capital (Prudential Financial) since 2012 and is an inactive certified public accountant, bringing deep investment management and asset administration expertise relevant to oversight of AMSF’s investment portfolio . The Board has determined Mr. Greer is independent under Nasdaq rules; in 2024 the Board met five times and each director attended at least 75% of Board and applicable committee meetings, indicating baseline engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PGIM Private Capital (Prudential Financial) | Managing Director | 2012–present | Investment management and asset administration expertise valuable to AMSF investment oversight |
| PGIM Private Capital (Prudential Financial) | Senior Vice President | 2004–2011 | Business development and asset administration experience |
| PGIM Private Capital (Prudential Financial) | Vice President | 1999–2004 | Investment management experience |
| CPA (inactive) | Credential | N/A | Financial/accounting literacy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PGIM Private Capital (Prudential Financial) | Managing Director | 2012–present | No other public company directorships listed in AMSF proxy biography |
Board Governance
- Committee memberships: Compensation Committee member; Nominating & Corporate Governance (NCG) Committee member; Risk Committee (all directors are members) .
- Chair roles: None (Compensation Chair: Michael J. Brown; Audit Chair: Philip A. Garcia; NCG Chair: Randall E. Roach; Risk Chair: Jared A. Morris) .
- Independence: Board determined Mr. Greer is independent under Nasdaq listing requirements .
- Attendance and engagement: Board met 5 times; Compensation met 5 times; NCG met 4 times; Risk met 4 times; each director attended at least 75% of Board and committee meetings in 2024 .
- Compensation Committee interlocks: None; all members (including Mr. Greer) were non-employees with no material transactions or indebtedness with the Company .
- Governance policies: Anti-hedging/anti-pledging, clawback (Nasdaq-compliant), 10b5-1 plan oversight, related-party transaction approval, and director resignation policy in place .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 65,000 | Standard Board retainer |
| Compensation Committee member retainer | 5,000 | Committee membership fee |
| NCG Committee member retainer | 5,000 | Committee membership fee |
| Risk Committee member retainer | 0 | No member compensation for Risk Committee |
| Total cash fees earned (2024) | 75,000 | Matches disclosed total for Mr. Greer |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock (Non-Employee Director Plan) | 2024-06-07 | 1,730 | 74,961 | Vests at the next annual meeting following grant (time-based) |
- Director Plan terms: Annual restricted stock equals target grant value divided by closing price on meeting date; immediate vesting upon death/total disability; vesting acceleration upon change of control; forfeiture of unvested shares upon service termination; administered by Compensation Committee .
- Amendment in 2025: Proposed increase in Non-Employee Director Plan authorization by 50,000 shares and raise maximum annual target value from $75,000 to $200,000, adding flexibility to adjust future director equity compensation levels .
Other Directorships & Interlocks
- No other public company directorships disclosed in AMSF’s proxy biography for Mr. Greer .
- Compensation Committee Interlocks: None; committee members (including Mr. Greer) had no material transactions/relationships with the Company in 2024 .
Expertise & Qualifications
- Investment management, business development, and asset administration expertise directly relevant to AMSF’s investment portfolio oversight .
- Inactive CPA credential, contributing to financial literacy on compensation and governance matters .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares/units) | 4,885 | Includes 1,730 restricted shares with voting but no dispositive power |
| Ownership % of outstanding | <1% | Based on 19,050,315 shares outstanding |
| Director stock ownership guideline | $195,000 | 3x annual cash retainer; 5 years to achieve |
| Total ownership (value basis, 12/31/2024) | $251,773 | Calculated at $51.54 per share |
| Guideline compliance | Yes (exceeds) | Retention: must hold 75% of shares until compliant; ongoing ownership expectations |
| Hedging/Pledging | Prohibited by policy | Alignment safeguard |
Governance Assessment
- Strengths: Independent director with finance/investment expertise; multi-committee service (Compensation, NCG, Risk); strong governance policies (anti-hedging/pledging; clawback; related-party oversight); no related-party transactions reported in 2024; high shareholder support for say‑on‑pay (99% approval in 2024) .
- Ownership alignment: Exceeds director ownership guideline ($251,773 vs. $195,000), holds restricted shares, and subject to retention requirements .
- Engagement: Board and committees met regularly; each director met minimum attendance threshold; Compensation/NCG/Risk committees met 5/4/4 times respectively .
- Potential conflicts: Mr. Greer’s role at PGIM Private Capital is not associated with any disclosed related-party transactions with AMSF; top shareholders do not list Prudential/PGIM, reducing apparent interlock risk .
- Watchpoints: Proposed increase in director equity grant maximum to $200,000 could elevate director pay levels over time—monitor equity grant sizing versus workload and performance; ensure continued adherence to anti-hedging/pledging and retention standards .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or compensation committee interlocks for Mr. Greer in 2024 .