Kathryn Shirley
About Kathryn Shirley
Kathryn H. Shirley, age 59, serves as Executive Vice President, Chief Administrative Officer and Secretary at AMERISAFE. She joined AMERISAFE in 2012, progressing from Senior Vice President and General Counsel to EVP and General Counsel before assuming her current role in February 2020 . AMERISAFE’s executive compensation program links variable pay to company performance through AIP metrics (Combined Ratio and Premiums Written Growth) and a three-year ROE-based LTIP; Shirley’s 2024 AIP paid 129% of target, consistent with achievement/exceedance of quantitative goals, while LTIP awards are split 70% ROE performance and 30% time-based RSUs . Pay-versus-performance context shows recent combined ratios of 88.7% in 2024, 85.9% in 2023, and 83.6% in 2022, with net income of $55.4M, $62.1M, and $55.6M respectively and company TSR of 121.19 in 2024 (vs peer 149.37) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMERISAFE | EVP, Chief Administrative Officer & Secretary | 2020–present | Executive administration, corporate secretary oversight |
| AMERISAFE | EVP, General Counsel & Secretary | 2016–2020 | Led legal function, corporate governance |
| AMERISAFE | SVP, General Counsel & Secretary | 2012–2016 | Legal and compliance leadership |
| Christian & Small LLP | Attorney | 2009–2012 | Legal practice (insurance/regulatory) |
| United Investors Life & Liberty National Life (Torchmark subs.) | Insurance Regulatory Compliance Manager | 2000–2008 | Insurance regulatory compliance management |
External Roles
No external public company directorships or committee roles were disclosed for Shirley in AMERISAFE’s 2025 10-K and 2023–2025 proxy statements reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) ($) | $303,667 | $313,334 | $340,000 |
| Base Salary (annual rate) ($) | — | $315,000 | $345,000 (+9.5% YoY) |
| Target AIP (%) of Base | 30% | 45% | 45% |
| Target AIP ($) | $91,500 | $141,750 | $155,250 |
| Actual AIP Paid ($) | $80,063 | $175,912 (124% of target) | $199,824 (129% of target) |
| All Other Compensation ($) | $22,604 | $33,190 | $36,376 |
| Total Compensation ($) | $537,421 | $711,436 | $783,200 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting/Measurement |
|---|---|---|---|---|---|
| AIP (annual cash) | Company performance metrics (Combined Ratio; Premiums Written Growth) & individual goals | 80% Company / 20% individual | Threshold/Target/Max set by Committee (0–150% payout) | 2024: Combined Ratio exceeded target; Premiums Growth achieved target; individual goals met/exceeded → AIP payout 129% for Shirley | Annual; paid post-year |
| LTIP Performance Award | Average ROE over 3-year period (absolute, not relative) | 70% of LTIP target value | Committee-set ROE targets; 0–150% payout | Grant-date fair value used for accounting (Shirley 2024: $144,900 target portion; max $217,350) | 3-year performance period; paid in shares based on earned value |
| LTIP RSUs | Time-based RSUs | 30% of LTIP target value | Time-based vesting | 2024 grant fair value within LTIP total; Shirley 2024 RSU target value $62,100 | 3-year vest; Shirley RSUs vest Mar 1, 2026 (1,047) and Mar 1, 2027 (1,189) |
Equity Ownership & Alignment
| Beneficial Ownership (shares/units) | As of Apr 17, 2023 | As of Apr 17, 2024 | As of Apr 17, 2025 |
|---|---|---|---|
| Shares/Units Beneficially Owned | 13,840 | 15,877 | 17,825 |
| % of Shares Outstanding | <1% (outstanding: 19,151,597) | <1% (outstanding: 19,135,008) | <1% (outstanding: 19,050,315) |
| Stock Ownership Guidelines (Dollar-Based) | Ownership ($) | Guideline ($) | Status |
|---|---|---|---|
| 12/31/2024 (methodology per policy) | $1,033,944 | $643,333 | Exceeds guideline; must retain 20% of shares post-compliance |
| Outstanding Equity Awards (12/31/2024) | Unvested RSUs (#) | RSU Market Value ($) | Unearned LTIP Performance Awards (Target Value) |
|---|---|---|---|
| Kathryn H. Shirley | 1,047 (vest 3/1/2026); 1,189 (vest 3/1/2027) | $53,962; $61,281 (at $51.54 close) | 2022–2024: $167,750; 2023–2025: $132,300; 2024–2026: $144,900 |
Key alignment policies:
- Anti-hedging and anti-pledging of company securities; Board oversight of 10b5-1 plans .
- Nasdaq-compliant clawback policy adopted in 2023 covering incentive-based compensation over a three-year recovery period upon restatements .
No stock options outstanding for NEOs at 12/31/2024 (reduces near-term exercise-related selling pressure) .
Employment Terms
- Employment Agreement: Effective March 1, 2016 between AMERISAFE and Kathryn H. Shirley (on file; incorporated by reference) .
- Severance/Change-in-Control Economics (indicative values at 12/31/2024):
- Termination without Cause or for Good Reason (pre- or post-change in control): Cash severance $455,570; COBRA premiums $613; acceleration of equity awards $236,060; total $692,243 (cash paid in installments over 12 months) .
- Death/Disability/Retirement: equity acceleration value $236,060 .
- Structure: Double-trigger severance payments and double-trigger vesting for LTIP in change-in-control scenarios; no single-trigger cash; no tax gross-ups .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($M) | 86.6 | 65.8 | 55.6 | 62.1 | 55.4 |
| Combined Ratio (%) | 76.3 | 85.7 | 83.6 | 85.9 | 88.7 |
| Company TSR (Index = $100) | 159.46 | 125.00 | 125.65 | 126.01 | 121.19 |
| Peer TSR (Index = $100) | 181.70 | 151.74 | 127.00 | 168.73 | 149.37 |
Notes:
- AIP metrics directly tie management pay to underwriting profitability (Combined Ratio) and premium growth; 2024 quantitative goals met/exceeded leading to above-target payouts .
- LTIP performance awards shifted in 2023 to a single absolute ROE measure, with added time-based RSUs to promote retention and align with market practice .
Governance & Trading Signals
- Anti-hedging/anti-pledging policies reduce misalignment/credit risk; stock ownership and holding requirements enforce retention and skin-in-the-game, with Shirley exceeding her guideline as of 12/31/2024 .
- Board oversight of 10b5-1 plans can structure orderly selling; NEOs held no options at YE 2024, reducing immediate exercise-driven selling catalysts .
- Recent 8-Ks show Shirley exercising corporate officer responsibilities (signatory on CFO resignation 8-K and related press release), highlighting continuity in administrative governance during transition periods .
Investment Implications
- Pay-for-performance alignment is robust: AIP anchored to Combined Ratio and premium growth with capped payouts; LTIP majority is ROE-based performance with 3-year horizon, and time-based RSUs for retention .
- Ownership discipline and anti-pledging/hedging policies, alongside exceeding stock ownership guidelines, signal strong alignment; limited option exposure reduces near-term selling pressure risk .
- Employment terms employ double-trigger protections without tax gross-ups, limiting windfall risk; severance scale for Shirley is modest relative to CEO, mitigating change-in-control overhang .
- Underwriting performance (Combined Ratio trends) and ROE over the LTIP cycle will be key levers for future compensation outcomes and potential insider selling timing around RSU vest dates (Mar 1, 2026 and Mar 1, 2027) .