Philip Garcia
About Philip A. Garcia
Independent director of AMERISAFE, Inc. since 2010; age 68; former EVP & CFO of Erie Insurance Group (12 years as CFO; 28-year career; retired April 2009). Audit Committee Chair; designated “audit committee financial expert”; inactive CPA; earned NACD CERT Certificate in Cyber-Risk Oversight in fall 2023. Determined independent under Nasdaq rules; attended at least 75% of Board and applicable committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Erie Insurance Group (NASDAQ-listed P&C insurer) | EVP & CFO; 28-year career | CFO for final 12 years; retired Apr 2009 | Deep financial, accounting, investment management expertise for P&C operations |
| Donegal Group Inc. | Director | Dec 2009 – May 2011 | External perspective from P&C peer; governance experience |
External Roles
- No current public company directorships disclosed for Mr. Garcia.
Board Governance
- Committees: Audit (Chair); Compensation (member); Risk (all directors are members; chaired by Jared Morris).
- Independence: Board determined Mr. Garcia is independent under Nasdaq rules.
- Attendance: Each director attended at least 75% of total Board and committee meetings served in 2024; Board met 5x; Audit 6x; Compensation 5x; NCG 4x; Risk 4x.
- Audit Committee leadership: Oversees EY appointment; critical accounting matters (loss and LAE reserve valuation); whistleblower monitoring; internal audit oversight.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (Board service) | 65,000 | Standard non-employee director cash retainer |
| Audit Committee Chair retainer | 20,000 | Chair premium; chairs don’t receive member retainer for their chaired committee |
| Compensation Committee member retainer | 5,000 | Member fee |
| Audit Committee member retainer | 7,500 | Not applicable when chair; chairs don’t get member fee |
| Risk Committee chair/member | 0 | No additional compensation in 2024 for Risk Chair; members do not receive fees |
2024 Director Compensation (Philip A. Garcia):
| Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|
| 90,000 | 74,961 | 164,961 |
Compensation structure includes restricted stock awards under the Non-Employee Director Plan; equity awards generally vest at the next annual meeting.
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting Condition | Plan Terms |
|---|---|---|---|---|---|
| Restricted Stock (annual director grant) | Jun 7, 2024 | 1,730 | 74,961 | Vests at next annual meeting, subject to continued service | Change-in-control accelerates vesting; immediate vest on death/total disability; forfeiture if service ends before vest; administered by Compensation Committee |
- Proposed amendment (subject to shareholder approval): Increase Director Plan share reserve by 50,000 to 200,000 total; raise maximum annual target value per director grant from $75,000 to $200,000 (provides future flexibility).
- Tax treatment: Section 83(b) election optional; ordinary income at vest (or at grant if 83(b)); company deduction aligns with director income recognition.
Other Directorships & Interlocks
| Company | Public/Private | Role | Dates | Interlocks/Notes |
|---|---|---|---|---|
| Donegal Group Inc. | Public | Director | Dec 2009 – May 2011 | P&C sector peer; historical role only |
Compensation Committee Interlocks: Mr. Garcia served on AMSF’s Compensation Committee in 2024; proxy reports no interlocks, insider participation, material interests, or indebtedness among committee members.
Expertise & Qualifications
- Financial/accounting leadership: Former P&C insurer CFO; inactive CPA; audit committee financial expert per SEC definition.
- Cyber oversight: NACD CERT Certificate (fall 2023) enhances oversight of cybersecurity risk.
- Insurance industry experience: Strategic understanding of P&C operations and current industry challenges.
Equity Ownership
| Holder | Shares/Units Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Philip A. Garcia | 23,267 | <1% | Includes 1,730 restricted shares (sole voting; no dispositive power); 23,267 held via revocable trust (Mr. Garcia sole trustee) |
| Director ownership (value at $51.54/share) | $1,199,181 | — | Ownership value used for guideline measurement |
- Stock ownership guidelines: Non-employee directors must hold ≥3× annual cash retainer ($195,000); 5-year compliance window; 75% net shares retention until guideline met; deemed compliant if price declines after attainment. Mr. Garcia’s measured ownership ($1.199M) exceeds guideline.
- Anti-hedging/anti-pledging: Company prohibits directors from hedging or pledging Company securities (alignment positive).
Governance Assessment
- Committee effectiveness: As Audit Chair, Garcia oversees financial reporting integrity, auditor independence, internal audit, whistleblower program, and critical accounting matters (loss reserve valuation) — strong fit with his CFO/CPA background.
- Independence & engagement: Independent; attended ≥75% of Board/committee meetings; participates on Compensation Committee and Risk Committee (all directors), supporting holistic risk/compliance oversight.
- Ownership alignment: Significant personal ownership and ongoing annual equity grants; meets/exceeds director ownership guideline; hedging/pledging prohibited — favorable investor alignment signal.
- Pay structure: Balanced cash retainer plus time-based equity; no meeting fees; transparent chair/member fee schedule; no tax gross-ups disclosed for directors; equity vests after one year — standard market practice.
- Shareholder signals: 2024 say-on-pay support >99% indicates broad investor confidence in AMSF’s compensation governance; while executive-focused, it reflects overall governance credibility of the Board.
- Conflicts/related party: No related-party transactions reportable since Jan 1, 2024; Audit Committee approves any such transactions >$50,000 per policy.
- Potential red flags: Proposed increase to director equity maximum target value from $75k to $200k raises future flexibility to lift director equity grants; investors should monitor dilution and pay-for-service alignment if Board raises awards materially.
Overall: Garcia’s audit leadership, deep P&C finance expertise, independence, and ownership alignment are positive for governance quality and investor confidence, with limited conflict exposure; monitor Board’s use of expanded director equity plan capacity.