Janelle Frost
About Janelle Frost
G. Janelle Frost, 54, is President (since September 2013) and Chief Executive Officer (since April 2015) of AMERISAFE; she has served on the Board since April 2016 and has been with the company since 1992, progressing through Controller (2004–2008), CFO (2008–2013), and COO (2013–2015) roles . In 2024, AMERISAFE delivered net income of $55.4M, a combined ratio of 88.7%, EPS of $2.89, and ROAE of 20.2% amid continued industry rate pressure; TSR was 8.1% for 2024, with 3-year and 5-year average TSRs of 8.1% and 3.9% respectively; cash dividends totaled $4.48/share in 2024 (including a $3.00 special), and the quarterly dividend was raised to $0.39 in Feb 2025 (+5.4%) . Board leadership is separated (non-executive Chair Jared A. Morris), with Frost serving as CEO and an employee director (not independent), which mitigates CEO/Chair dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AMERISAFE | Controller | 2004–2008 | Built financial reporting foundation; part of >30 years company experience providing in-depth knowledge of operations and industry . |
| AMERISAFE | EVP & CFO | 2008–2013 | Led finance through underwriting cycles; deepened insurance financial expertise . |
| AMERISAFE | COO | 2013–2015 | Oversaw operations ahead of CEO transition, contributing to execution continuity . |
| AMERISAFE | President | 2013–present | Strategic leadership across underwriting and operations . |
| AMERISAFE | CEO | 2015–present | Overall strategy and performance stewardship . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Council on Compensation Insurance (NCCI) | Director | Since May 2023 | External industry governance role . |
| Federal Reserve Bank of Atlanta | Director | Since Jan 2025 | Previously served as Chair of the New Orleans Branch Board . |
Fixed Compensation
- 2024 base salary set at $758,100; target AIP bonus opportunity 70% of base; actual AIP paid $653,694 (123% of target) .
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive (AIP) ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 697,667 | 602,572 | 199,995 | 25,282 | 1,525,516 |
| 2023 | 718,500 | 794,200 | 544,013 | 43,455 | 2,100,168 |
| 2024 | 752,083 | 833,910 | 653,694 | 46,694 | 2,286,381 |
2024 AIP target and payout:
- Target bonus %: 70% of base salary; Payout range: 0–150% of target .
- Actual payout: $653,694 = 123% of target, reflecting above-target combined ratio performance and at-target premiums growth, plus individual leadership goals at/above target .
Perquisites detail (2024): car allowance $11,799; 401(k) company contributions $10,350; medical exams $20,126; disability insurance $54; total perqs $46,694 .
Performance Compensation
Annual Incentive Plan (AIP) design and 2024 outcomes (CEO):
- Weighting: 80% Company metrics, 20% individual leadership goals .
- Company metrics: Combined Ratio; Growth in Premiums Written; thresholds/targets/maximums set annually; payout range 0–150% per metric .
- 2024 results: Combined Ratio exceeded target; Growth in Premiums Written achieved target; individual goals met/exceeded; Frost earned 123% of target AIP ($653,694) .
| Metric | Weighting | Target | Actual/Result | Payout Impact |
|---|---|---|---|---|
| Combined Ratio | Part of 80% company metrics | Pre-set (not disclosed) | Exceeded target | Positive toward 123% total |
| Growth in Premiums Written | Part of 80% company metrics | Pre-set (not disclosed) | Achieved target | At target toward 123% total |
| Individual leadership goals | 20% | Pre-set (not disclosed) | Met/exceeded | Supportive |
Long-Term Incentive Plan (LTIP) structure:
- Mix: 70% performance award; 30% time-based RSUs; 3-year performance/vesting; payouts 0–150% of target; performance metric = average ROE (absolute) over 3 years; settlement in shares based on 10-day VWAP prior to approval .
| Component | Weight | Metric | Performance Period | Payout Range | Settlement |
|---|---|---|---|---|---|
| Performance Award | 70% | 3-year average ROE (absolute) | 3 years | 0–150% of target | Shares at 10-day VWAP on approval date |
| RSUs | 30% | Service-based | 3 years | N/A | Shares on vest |
Frost’s 2024 LTIP awards:
- Total target LTIP: $833,910 (110% of 2024 base) .
- RSU portion: $250,173 target value; 4,792 RSUs granted; grant-date fair value $250,094 .
- Performance portion: $583,737 target value; pays in shares after 2024–2026 period based on average ROE .
| 2024 LTIP (Frost) | Target Value ($) | Detail |
|---|---|---|
| Total | 833,910 | 110% of base salary |
| RSUs (30%) | 250,173 | 4,792 RSUs granted; grant-date fair value $250,094 |
| Performance Award (70%) | 583,737 | 3-year average ROE; 0–150% payout in shares |
2021–2023 performance award payout (settled June 2024):
- Payout factor: 0.912 after TSR reduction; Frost received 15,840 shares valued at $683,379 . | Metric | Weighting | Payout Factor Used | |---|---:|---:| | Statutory Combined Ratio | 70% | 1.598 | | Statutory Growth in Direct Premiums Written | 30% | 0.145 | | TSR modifier | Reduces up to 25% | (0.250) | | Total bonus factor | — | 0.912 |
Estimated performance award values (as of 9/30/2024; informational):
| Period | Target Value ($) | Estimated Factor | Est. Value ($) |
|---|---|---|---|
| 2022–2024 | 771,100 | 1.453 | 1,120,205 |
| 2023–2025 | 555,940 | 1.000 | 555,940 |
| 2024–2026 | 583,737 | 1.000 | 583,737 |
Compensation governance and guardrails:
- Clawback policy compliant with SEC/Nasdaq (adopted 2023); applies to incentive-based pay on restatement; no indemnification for recovered amounts .
- No tax gross-ups; anti-hedging and anti-pledging policy; 10b5-1 plan oversight by Board; majority of LTIP performance-based; double-trigger for CIC; annual risk review; independent consultant (McLagan) .
Equity Ownership & Alignment
- Beneficial ownership: 99,129 shares; <1% of outstanding shares (19,050,315) .
- Executive ownership guidelines: CEO guideline = 3x average of last 3 years’ base + bonus; Frost ownership value $5,582,916 vs guideline $3,379,968; exceeds requirement; hold-’til-met and 20% post-compliance holding requirements apply . Anti-hedging and anti-pledging policies in place .
- Options: Company does not grant options; none outstanding .
Outstanding unvested equity (12/31/2024):
| Award | Quantity/Value | Vesting/Notes |
|---|---|---|
| 2023–2025 RSUs | 4,401 units; $226,828 market value at $51.54 | Vest 3/1/2026 . |
| 2024–2026 RSUs | 4,792 units; $246,980 market value at $51.54 | Vest 3/1/2027 . |
| 2022–2024 Performance Award | $771,100 target value | Pays in shares post-period per 10-day VWAP; subject to Committee approval . |
| 2023–2025 Performance Award | $555,940 target value | 3-year average ROE; 0–150% in shares . |
| 2024–2026 Performance Award | $583,737 target value | 3-year average ROE; 0–150% in shares . |
Ownership/retention policies:
- Must retain all shares until guideline met; after meeting, must retain 20% of net shares from equity awards; hedging/pledging prohibited .
Employment Terms
Core employment agreement economics (CEO):
- Term auto-renews annually unless either party gives notice ≥30 days before expiration .
- Severance (without cause or for good reason): 18 months of cash (1.5x of current base + average of past 3 AIP bonuses), paid in installments; 18 months COBRA; 18-month non-compete/non-solicit .
- Change-in-control: No single-trigger cash; double-trigger required for severance; equity awards feature pro-rata vesting schedules upon qualifying terminations with CIC/death/disability/retirement; performance awards paid post-period and remain performance-contingent; no excise tax gross-ups .
Quantified potential payouts (as of 12/31/2024; illustrative):
| Scenario | Cash Severance ($) | Healthcare Premiums ($) | Acceleration of Equity Awards ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause/for good reason (pre- or post-CIC) | 1,606,197 | 54,100 | 1,575,604 | 3,235,900 |
| Death/Disability | — | — | 1,575,604 | 1,575,604 |
| Retirement | — | — | 1,575,604 | 1,575,604 |
Board Governance (Director Service, Committees, Independence)
- Director since April 2016; serves on the Board alongside seven non-employee directors; all directors are members of the Risk Committee; Frost is not listed on Audit, Compensation, or NCG committees; all non-employee directors are independent under Nasdaq rules; Frost is an employee (non-independent) director .
- Leadership structure: non-executive Chair (Jared A. Morris) and separate CEO (Frost); Chair presides over independent director executive sessions and acts as liaison with management .
- Board/committee attendance: all directors attended ≥75% of meetings in 2024; six of eight attended the 2024 annual meeting .
- Director compensation: employees receive no additional pay for Board service; non-employee director pay detailed separately .
Say-on-Pay, Peer Group, and Shareholder Feedback
- 2024 say-on-pay support: >99% in favor, indicating strong shareholder alignment .
- Independent compensation consultant (McLagan) engaged since 2012; independence assessed; peer group of 15 P&C insurers used for benchmarking (including Employers Holdings, Safety Insurance Group, Skyward Specialty, Kinsale Capital, Palomar, etc.) .
- Program best practices: majority performance-based LTIP; anti-hedging/pledging; clawback; double-trigger CIC; oversight of 10b5-1 plans .
Investment Implications
- Pay-for-performance alignment: High proportion of at-risk compensation (AIP + LTIP), with AIP tied to underwriting discipline (Combined Ratio, premiums growth) and LTIP to 3-year average ROE; prior 2021–2023 LTIP payout moderated by TSR underperformance, reflecting balanced design .
- Retention and selling pressure: Multi-year RSU and performance-award cadence supports retention; notable upcoming RSU vests in March 2026 and March 2027 could add modest supply but anti-hedge/pledge, ownership requirements, and ongoing holding requirements mitigate forced sales risk .
- Governance quality: Separate Chair/CEO roles, majority-independent board, robust clawback, and no tax gross-ups reduce governance risk; say-on-pay >99% underscores investor support .
- Change-in-control economics: Double-trigger severance and partial vesting terms are shareholder-friendly relative to single-trigger structures, capping windfall risks; CEO estimated severance package is moderate at ~$3.24M in a qualifying termination scenario .
- Execution track record: 2024 profitability (88.7% combined ratio; 20.2% ROAE) and dividend discipline (regular + special) reflect focus on underwriting returns and capital return despite rate headwinds; TSR in line with small-cap P&C peers over 1–3 years but lagging over 5 years, suggesting continued emphasis on ROE and underwriting outperformance will be key to multiple support .