Jared Morris
About Jared A. Morris
Age 50; AMERISAFE director since 2005; Lead Independent Director (Nov 2012–Apr 2016); non‑executive Chairman of the Board since April 2016. Background in specialty finance as officer and principal owner of Marine One Acceptance Corporation (since 2002) and officer of Dumont Management Group, LLC (since 2002). Serves as Chair of the Risk Committee, member of the Audit Committee (designated “audit committee financial expert”), and member of the Compensation Committee; classified as an independent director under Nasdaq rules. As Chairman, he sets agendas, presides over meetings and executive sessions, acts as liaison to management, oversees proxy material preparation, and coordinates committee structure with the NCG Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMERISAFE, Inc. | Lead Independent Director | Nov 2012 – Apr 2016 | Led independent director sessions; governance leadership preceding chairmanship . |
| AMERISAFE, Inc. | Director | 2005 – present | Long-tenured board member; designated audit committee financial expert . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marine One Acceptance Corporation (specialty finance) | Officer and principal owner | Since 2002 | Financial/credit management experience cited by AMSF . |
| Dumont Management Group, LLC | Officer | Since 2002 | Management services to affiliated finance/investment companies . |
| Public company boards (current) | — | — | No other current public company directorships disclosed in proxy biography . |
Board Governance
- Independence: Board determined Mr. Morris and all non‑employee directors are independent per Nasdaq listing requirements .
- Committee assignments and roles:
- Chairman of the Board; Risk Committee Chair .
- Audit Committee member; designated “audit committee financial expert” .
- Compensation Committee member (committee signatory) .
- Attendance and engagement:
- Board held 5 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Audit Committee met 6 times in 2024 .
- Six of eight directors attended the 2024 annual meeting (company encourages director attendance) .
- Leadership structure: Roles of Chair and CEO are separated (Morris is non‑executive Chairman; CEO is G. Janelle Frost). Chair responsibilities include calling/setting agendas, presiding over executive sessions, information flow oversight, and governance effectiveness reviews with NCG .
- Policies relevant to conflicts and alignment:
- Related‑party transactions >=$50,000 require Audit Committee approval; company reports no related‑party transactions reportable under Item 404 since Jan 1, 2024 .
- Insider trading policy prohibits hedging and pledging of company securities by directors/executives/employees .
- Director stock ownership guideline: ≥3x annual cash retainer ($195,000), with 5 years to comply; 75% hold‑until‑met requirement .
Fixed Compensation (Director Pay Program and 2024 Actuals)
| Component | Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer (Board) | $65,000 | Non‑employee directors . |
| Chairman annual cash retainer | $45,000 | For Board Chair . |
| Audit Committee Chair | $20,000 | Chair premium . |
| Compensation Committee Chair | $17,500 | Chair premium . |
| NCG Committee Chair | $12,500 | Chair premium . |
| Risk Committee Chair | $12,500 | In 2024 the Risk Chair did not receive additional compensation (i.e., $0 paid for this role in 2024) . |
| Audit Committee member | $7,500 | Member retainer . |
| Comp/NCG Committee member | $5,000 | Member retainer . |
2024 director compensation for Jared A. Morris:
- Fees earned or paid in cash: $127,500; Stock awards (grant‑date fair value under ASC 718): $74,961; Total: $202,461 .
Performance Compensation (Equity Grants to Directors)
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Plan/Terms |
|---|---|---|---|---|---|
| Restricted Stock (annual director grant) | June 7, 2024 | 1,730 | $74,961 | Generally vests at the next annual meeting, subject to continued service | Granted under Non‑Employee Director Restricted Stock Plan; awards confer voting/dividend rights while subject to forfeiture; 83(b) tax election optional; acceleration on death/disability or change in control; transfer restrictions until vest; pro‑rated initial grants for mid‑year appointments . |
Notes and forward‑looking governance item:
- Proposed amendment to Director Plan increases share pool by 50,000 (to 200,000 total) and raises maximum annual target equity value per director from $75,000 to $200,000 to allow future flexibility; 59,512 shares would be available post‑increase as of April 17, 2025 .
Other Directorships & Interlocks
- Compensation Committee Interlocks: In 2024, members (including Morris) were not officers/employees of the company, had no material interests in company transactions, and no executive served on another company’s board/comp committee with reciprocity; i.e., no interlocks .
- Current public company boards for Morris: None disclosed in AMSF proxy biography .
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition); serves on Audit Committee .
- Finance/credit and investment management experience via Marine One Acceptance and Dumont Management; recognized for corporate governance leadership as Chair .
- As Chair, oversees board information flow, committee structure effectiveness, and executive sessions, supporting board effectiveness and independence .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notable Details |
|---|---|---|---|
| Jared A. Morris | 82,452 | <1% (approx. 0.43% of 19,050,315 outstanding) | Includes 61,353 shares held via trust where he is a trustee; includes 1,730 unvested restricted shares with voting but no dispositive power until vest . |
| Director ownership guidelines | $195,000 minimum (3x $65,000 retainer) | — | As of Dec 31, 2024, Morris’ measured director equity ownership equaled $4,249,576 at $51.54/share—well in excess of the guideline; 75% hold‑until‑met policy applies . |
Governance Assessment
-
Strengths
- Independent, non‑executive Chairman with defined responsibilities; separation of Chair/CEO enhances oversight .
- Designated “audit committee financial expert” and Audit Committee membership support robust financial oversight; Risk Committee Chair role aligns with AMSF’s underwriting/combined ratio focus .
- Strong ownership alignment: substantially above director ownership guideline; explicit anti‑hedging/anti‑pledging policy reduces misalignment risk .
- No reportable related‑party transactions since Jan 1, 2024; formal related‑party approval policy at Audit Committee .
- Compensation Committee independence; no interlocks; use of independent compensation consultant and clawback policy for executives (governance culture) .
- Engagement/attendance: each director ≥75% meetings; Board held 5 meetings; Audit met 6 times, indicating active oversight cadence .
-
Watch items / potential red flags
- Director equity plan amendment raises max annual equity target from $75k to $200k—flexibility that could materially increase director equity awards in future; monitor implementation and rationale to ensure alignment vs. inflation of pay .
- Long tenure (director since 2005) can raise investor questions on board refreshment; mitigate via continued independence affirmations, committee rotation, and skill mix disclosure .
- Risk Committee Chair received no additional pay in 2024; while cost‑conservative, ensure workload and risk oversight resourcing remain appropriate given insurance sector risk profile .
-
Shareholder support signal
- 2024 Say‑on‑Pay advisory vote passed with 17,919,382 “For” vs. 110,958 “Against” and 2,808 abstentions—very high support, indicating broad investor confidence in compensation governance .
Director Compensation (2024, for reference)
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jared A. Morris | 127,500 | 74,961 | 202,461 |
Director Stock Ownership Guidelines (Policy Snapshot)
| Requirement | Detail |
|---|---|
| Ownership multiple | ≥3x annual cash retainer ($65,000) = $195,000 target . |
| Time to comply | 5 years from initial election . |
| Holding requirement | Must hold 75% of shares from equity awards until guideline met; deemed compliant if later fall below solely due to price decline . |
Related-Party Transactions & Conflicts
| Item | Status |
|---|---|
| Related‑party transaction policy | Audit Committee approval required for ≥$50,000; chair can approve between meetings if needed . |
| Reportable related‑party transactions (since Jan 1, 2024) | None . |
| Anti‑hedging/anti‑pledging | Prohibited for directors/executives/employees under insider trading policy . |
No Form 4 insider trading data is disclosed in the proxy; see Section 16 filings for transaction‑level detail (not included in the proxy) .
Compensation Committee Analysis (Context)
- 2024 members: Michael J. Brown (Chair), Philip A. Garcia, Billy B. Greer, Jared A. Morris, Sean M. Traynor .
- Best practices: independent consultant; clawback policy (Nasdaq‑compliant); no tax gross‑ups; double‑trigger severance/vesting; anti‑hedging/pledging; ownership/holding requirements; annual risk review of comp .
Say‑on‑Pay & Shareholder Feedback (2024)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation | 17,919,382 | 110,958 | 2,808 | 365,418 |
Notes on Committee Meetings (2024)
| Body | Meetings |
|---|---|
| Board of Directors | 5 |
| Audit Committee | 6 |
Summary
- Morris brings deep finance/risk expertise and long institutional knowledge, chairs the Board and Risk Committee, and is recognized as an audit committee financial expert—key for an insurer. Ownership well above policy, anti‑hedge/pledge restrictions, and absence of related‑party dealings bolster alignment and governance quality. Monitor potential increases to director equity compensation limits under the amended plan and maintain board refreshment focus given long tenure .