Randall Roach
About Randall E. Roach
Randall E. Roach, age 74, has served as an independent director of AMERISAFE since March 2007. He is an attorney, former Mayor of Lake Charles, Louisiana (2000–2017), and previously served in the Louisiana House of Representatives (1988–1995), chairing the House Natural Resources Committee in 1994. He currently serves as Chair of AMERISAFE’s Nominating & Corporate Governance (NCG) Committee, is a member of the Audit Committee, and is designated an SEC “audit committee financial expert.” He is also a director of The First National Bank of Louisiana and Financial Corporation of Louisiana.
Past Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| City of Lake Charles, Louisiana | Mayor | 2000–2017 | Executive leadership in a regulated environment; public-sector governance experience |
| Louisiana House of Representatives | State Representative | 1988–1995 | Chair, House Natural Resources Committee (1994); legislative and regulatory expertise |
| Private Law Practice | Attorney | Prior to 2000 (ongoing professional background) | Focus on real estate, trusts & estates, business law |
| McNeese State University | Adjunct Instructor (Business Law) | Not disclosed | Academic engagement in business law |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| The First National Bank of Louisiana | Director | Not disclosed | Banking / financial services oversight |
| Financial Corporation of Louisiana | Director | Not disclosed | Banking holding/affiliated entity governance |
Board Governance
- Independence: Board determined Mr. Roach is independent under Nasdaq standards.
- Current AMERISAFE Board Committees and Roles:
- Nominating & Corporate Governance Committee: Chair; the NCG Committee met 4 times in 2024.
- Audit Committee: Member; Audit Committee met 6 times in 2024; designated “audit committee financial expert.”
- Risk Committee: All directors are members; met 4 times in 2024.
- Attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Six of eight directors attended the 2024 annual meeting.
- Note on Compensation Committee: The current Compensation Committee does not list Mr. Roach as a member; however, the “Compensation Committee Interlocks and Insider Participation” section lists him among members serving during 2024 (committee memberships changed over time). The Compensation Committee met 5 times in 2024.
Fixed Compensation (Director Pay Structure and 2024 Outcomes)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $65,000 | Standard non-employee director retainer in 2024 |
| Committee chair retainers | Audit Chair $20,000; Compensation Chair $17,500; NCG Chair $12,500; Risk Chair $12,500 | Risk Chair did not receive additional compensation in 2024 |
| Committee member retainers | Audit member $7,500; Compensation member $5,000; NCG member $5,000 | No additional pay for Risk Committee membership |
| 2024 Fees earned (Roach) | $85,000 | Reported fees earned in cash for 2024 |
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging company stock; 10b5-1 plans require review/clearance.
- Clawback (company-wide, for incentive-based comp): Adopted in 2023 per SEC/Nasdaq; primarily applies to executives (restatement-based recovery).
Performance Compensation (Equity Grants to Directors)
| Grant Type | Grant Date / Terms | Shares / Value | Vesting / Conditions |
|---|---|---|---|
| Annual Restricted Stock (Roach) | June 7, 2024 | 1,730 shares; grant-date fair value $74,961 | Generally vests at next annual meeting; time-based; awards under Non-Employee Director Restricted Stock Plan |
| Director Equity Plan (structural) | Annual target value currently $75,000 | Shares = $75,000 ÷ closing price on grant date | Immediate vest on death/disability; acceleration on change in control; forfeiture on termination of service before vesting |
| 2025 Proposal (shareholder vote) | Increase plan share reserve by 50,000 and raise annual per-director target cap from $75,000 to $200,000 (flexibility for future program updates) | Post-increase availability estimated 59,512 shares as of April 17, 2025 at $49.53 stock price (aggregate value ~$2.48M) | For non-employee directors; maintains time-based vesting to next annual meeting |
Performance metrics are not used for director equity; awards are time-based and intended for alignment and retention.
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlock/Conflict Notes |
|---|---|---|---|
| The First National Bank of Louisiana | Director | Not disclosed | No related-party transactions reportable since Jan 1, 2024; Audit Committee reviews/approves any related-party transactions ≥$50,000 |
| Financial Corporation of Louisiana | Director | Not disclosed | Same as above |
Expertise & Qualifications
- Legal, governmental, and regulatory expertise (attorney; former mayor; former state legislator), valuable for a highly regulated workers’ compensation insurer.
- Audit committee financial expertise designation under SEC rules.
- Board leadership as Chair of NCG Committee, overseeing governance policies, ESG oversight coordination, succession planning interface, and board evaluations.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (4/17/2025) | 14,886 shares; less than 1% of outstanding (based on 19,050,315 shares outstanding) |
| Unvested restricted stock held (12/31/2024) | 1,730 shares (non-employee directors each held 1,730 restricted shares as of year-end 2024) |
| Director stock ownership guideline | 3x annual cash retainer ($195,000) within 5 years of election; 75% net holding requirement until compliant |
| Ownership value (as of 12/31/2024) | $767,224 (exceeds $195,000 guideline) |
| Hedging/pledging | Prohibited for directors under insider trading policy |
Governance Assessment
-
Strengths for investor confidence
- Independent director with long-standing governance leadership as NCG Chair; designated audit committee financial expert; active on Audit and Risk oversight.
- Strong ownership alignment: exceeds director ownership guideline; anti-hedging/anti-pledging policy in place; time-based equity retained until next annual meeting.
- Board/committee engagement: Board met 5x; Audit 6x; NCG 4x; Risk 4x in 2024; each director met ≥75% attendance.
- No related-party transactions reported since Jan 1, 2024; formal policy and Audit Committee oversight of any such transactions.
- Say-on-Pay support was >99% in 2024, indicating broad shareholder support for compensation governance.
-
Items to monitor
- Director equity plan amendment would raise the annual per-director equity award cap from $75,000 to $200,000, signaling potential future changes to director pay mix/levels (subject to shareholder approval).
- Committee membership disclosures show Mr. Roach currently not on the Compensation Committee, though he is listed among 2024 members in the interlocks section—reflecting evolving committee composition; monitor for consistency and future rotations.