Michael Brown
About Michael J. Brown
Michael J. Brown, age 61, has served as an independent director of AMERISAFE since November 2014. He is a former President of Regional Banking at First Horizon (post‐merger with IBERIABANK) and previously Vice Chairman and COO of IBERIABANK Corp., with earlier leadership at Bank One Capital Markets, bringing deep banking and financial operations expertise. Brown is designated an “audit committee financial expert” under SEC rules and is currently Chair of AMERISAFE’s Compensation Committee and a member of the Audit Committee. He is independent under Nasdaq listing standards, and the Board reported each director attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Horizon (after merger with IBERIABANK) | President of Regional Banking | Jul 2020 – Dec 31, 2021 | Led regional banking post‑merger integration and operations |
| IBERIABANK Corp. | Vice Chairman & Chief Operating Officer; Senior EVP; EVP | 2001–Jul 2020 (COO since 2009) | Managed retail and commercial banking; broad operational oversight |
| Bank One Capital Markets | Managing Director | Pre‑1999 | Capital markets leadership; credit and financial management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Red River Bancshares, Inc. (NASDAQ) | Director | Since Jan 2024 | Louisiana bank holding company; current public company board |
Board Governance
- Committee assignments: Chair—Compensation Committee; Member—Audit Committee. The Board determined Brown and all non‑employee directors are independent per Nasdaq rules; Brown is an “audit committee financial expert.” The Board held five meetings in 2024; Audit (6), Compensation (5), NCG (4), Risk (4) .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; six of eight directors attended the 2024 annual meeting (in person or by teleconference) .
- Governance policies: Robust suite including director resignation policy for withhold majorities, anti‑hedging/anti‑pledging, clawback (Nasdaq‑compliant), related‑party oversight, 10b5‑1 plan pre‑clearance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $65,000 | Standard board cash retainer |
| Compensation Committee Chair retainer | $17,500 | Chair fee (no member fee for chairs) |
| Audit Committee member retainer | $7,500 | Member fee |
| Total 2024 cash fees (Brown) | $90,000 | Sum of above |
| Annual restricted stock award (grant date FV) | $74,961 | 1,730 shares granted June 7, 2024; vests at next annual meeting |
| Total 2024 director compensation (Brown) | $164,961 | Cash + stock grant |
- Director equity grant mechanics: Annual restricted stock equals $75,000 divided by the closing price on annual meeting date; generally vests at next annual meeting. Pro‑rated initial grants for off‑cycle appointments; immediate vesting on death/disability; acceleration of vesting upon change‑in‑control; forfeiture of unvested on service termination .
Performance Compensation
| Item | Detail |
|---|---|
| Performance‑linked metrics in director pay | None disclosed; non‑employee director compensation comprises cash retainers and time‑based restricted stock (no performance conditions) |
Other Directorships & Interlocks
| Company | Relationship to AMSF | Potential Interlock/Conflict |
|---|---|---|
| Red River Bancshares, Inc. | Unrelated industry partner; no AMSF‑disclosed transactions | No related‑party transactions reportable since Jan 1, 2024; Audit Committee must approve any >$50k related party transactions . |
- Compensation Committee interlocks: None—no members were officers/employees of the Company in 2024 and no cross‑board compensation interlocks reported .
Expertise & Qualifications
- Financial services operator with multi‑decade leadership at regional banks; oversight of retail and commercial banking operations .
- Audit Committee financial expert designation under SEC rules, signaling proficiency in GAAP, controls, and audit oversight .
- Familiarity with risk management and capital markets from Bank One, enhancing Board sophistication in investment portfolio oversight .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares/units) | 11,785 | As of April 17, 2025; includes 1,730 restricted shares granted June 7, 2024 |
| Ownership % of outstanding | <1% | Per beneficial ownership table; shares outstanding 19,050,315 |
| Unvested restricted stock | 1,730 | Granted June 7, 2024; vests at next annual meeting |
| Stock ownership guideline | $195,000 | 3x annual cash retainer for non‑employee directors |
| Ownership (value at 12/31/2024) | $607,399 | Exceeds guideline; measured at $51.54 per share |
- Alignment protections: Anti‑hedging and anti‑pledging policy applies to directors; no pledging disclosed for Brown .
Governance Assessment
- Strengths: Independent status; deep financial/operator background; “audit committee financial expert”; chairs Compensation Committee—oversight spans AIP/LTIP design, stock ownership guidelines, consultant independence; committee cadence suggests active engagement (Compensation 5 mtgs; Audit 6) .
- Ownership alignment: Exceeds director stock ownership guideline ($607k vs $195k), plus continued retention expectations; equity component fosters alignment .
- Shareholder signals: Say‑on‑pay >99% approval in 2024 indicates broad investor support for compensation governance framework he chairs .
- Policies reduce conflict risk: Formal related‑party oversight; no reportable related‑party transactions since Jan 1, 2024; anti‑hedging/pledging; 10b5‑1 oversight; clawback (Nasdaq compliant) .
- Watch item (potential pay inflation risk): Board proposed raising maximum annual target value under Non‑Employee Director Restricted Stock Plan from $75,000 to $200,000, and adding 50,000 shares to plan capacity; if implemented, future director equity awards could increase materially—monitor for alignment vs. market and workload .
- RED FLAGS: None disclosed specific to Brown—no attendance shortfalls, no related‑party exposure, no pledging/hedging, no committee interlocks; continue monitoring banking relationships for any future transactions requiring Audit Committee approval .