Sean Traynor
About Sean M. Traynor
Independent director (age 56) serving on the AMERISAFE board since March 2020; previously served on the AMSF board from 2001–2013. General Partner at Welsh, Carson, Anderson & Stowe (WCAS) since March 1999, with sector expertise across insurance and healthcare. The board has determined he is independent under Nasdaq rules; each director attended at least 75% of Board and applicable committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMERISAFE, Inc. | Director | 2001–2013; 2020–present | Independent; Compensation Committee member; Risk Committee (all directors) |
| Welsh, Carson, Anderson & Stowe | General Partner | 1999–present | Insurance and healthcare investing experience; informs industry trend oversight |
| Universal American Financial Corp. (NYSE) | Director | 2007–2016 | Health insurer board experience |
| K2M, Inc. | Director | 2010–2018 | Medical products governance exposure |
| InnovAge Holding Corp. (NASDAQ) | Director | 2015–2023 | Senior care services oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Managed Markets Insights & Technology, LLC (MMIT) | Director | 2018–present | Private consulting firm serving pharma clients |
| Welsh, Carson, Anderson & Stowe | General Partner | 1999–present | PE firm focused on healthcare and tech-enabled services |
Board Governance
- Independence: Board determined Traynor and all non-employee directors are independent under Nasdaq listing requirements .
- Committees: Member—Compensation Committee; member—Risk Committee (all directors are members). Not listed on Audit or NCG Committees .
- Attendance and engagement: Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings. Compensation Committee met five times; Risk Committee met four times .
- Governance policies: Prohibits hedging and pledging of company stock; requires 10b5-1 plan review; formal director resignation policy for majority voting; clawback policy in place; related party transactions overseen by Audit Committee .
Fixed Compensation (Director Program)
| Component | Amount/Policy | 2024 Details |
|---|---|---|
| Annual Board cash retainer | $65,000 | Applies to all non-employee directors |
| Committee member retainer | $5,000 for Compensation and NCG; $7,500 for Audit | As applicable; Risk Committee members receive no additional pay |
| Committee chair retainers | Audit Chair $20,000; Compensation Chair $17,500; NCG Chair $12,500; Risk Chair $12,500 (no additional pay in 2024) | Traynor is not a chair |
| Chairman retainer | $45,000 (cash) | Paid to Chairman (J. Morris), not Traynor |
| 2024 individual cash fees | $70,000 | Traynor’s 2024 “Fees Earned or Paid in Cash” |
2024 Director Compensation Mix (Sean M. Traynor):
- Cash: $70,000; Equity grant-date fair value: $74,961; Total: $144,961 (approx. 48% cash / 52% equity) .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Plan Terms |
|---|---|---|---|---|---|
| Restricted Stock (annual) | June 7, 2024 | 1,730 | $74,961 | Vests at next annual meeting | Annual grant sized at $75,000 ÷ closing price on meeting date; non-transferable; accelerates on death/disability; change-in-control provides accelerated vesting per schedule; administered under Non-Employee Director Restricted Stock Plan |
| Director equity framework | Policy | N/A | N/A | Time-based only | Proposal to increase Director Plan authorized shares by 50,000 (to 200,000 total) and raise max annual target value from $75,000 to $200,000 (flexibility for future comp levels) |
Performance metrics: None for director equity—restricted stock awards are time-based and not tied to quantitative performance measures .
Other Directorships & Interlocks
| Company | Public/Private | Overlap/Interlock Notes |
|---|---|---|
| InnovAge Holding Corp. (2015–2023) | Public (NASDAQ) | No AMSF-related party transactions reported since Jan 1, 2024 |
| Universal American Financial Corp. (2007–2016) | Public (NYSE) | Historical role; no current interlock with AMSF |
| K2M, Inc. (2010–2018) | Public (period applicable) | Historical role; no current interlock with AMSF |
| Managed Markets Insights & Technology, LLC (2018–present) | Private | No AMSF related-party transactions reported |
| WCAS (1999–present) | Private equity | NCG Committee oversees conflicts; Audit Committee approves related party transactions >$50k; none reportable in period |
Compensation Committee Interlocks: The proxy discloses no interlocks or insider participation; Traynor served on the Compensation Committee, and no member was an officer/employee or had material interest in AMSF transactions during 2024 .
Expertise & Qualifications
- Sector expertise: Insurance and healthcare investing through WCAS; provides insights into industry trends relevant to workers’ compensation .
- Board contribution: Prior AMSF tenure (2001–2013) supports continuity and institutional knowledge .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 17, 2025) | 14,350 shares/units | Includes 1,730 restricted shares granted at 2024 annual meeting; directors have voting power but no dispositive power until vesting |
| Shares outstanding (Apr 17, 2025) | 19,050,315 | Company-reported |
| Ownership % of outstanding | ~0.075% | 14,350 ÷ 19,050,315 (approximate) |
| Director stock ownership (value basis at $51.54, 12/31/2024) | $739,599 | Company measurement methodology; price basis $51.54 |
| Ownership guideline | $195,000 (3× cash retainer) | Five years to comply; retention of 75% of shares until compliant; Traynor exceeds guideline |
Pledging/Hedging: Company policy prohibits hedging or pledging of company stock by directors .
Governance Assessment
- Strengths:
- Independence confirmed; active committee engagement (Compensation, Risk); attendance at least 75% of applicable meetings; robust governance policies including anti-hedging/pledging and clawback .
- Strong ownership alignment—exceeds director stock ownership guideline; ongoing retention requirements until compliance; beneficial holdings include current restricted shares .
- Compensation Committee uses an independent consultant (McLagan); no committee interlocks or related party transactions disclosed, reducing conflict risk .
- Watch items:
- Proposed increase in the Director Plan’s maximum annual equity target value from $75,000 to $200,000 may increase potential director equity compensation over time; monitor pay-for-time versus workload and outcomes to avoid pay inflation risk .
- PE affiliation (WCAS) across insurance/healthcare may create perceived conflicts if portfolio interactions arise—mitigated by independence determinations, NCG conflicts review, and Audit Committee related-party oversight; no reportable related-party transactions in the period .
Compensation Committee Analysis
- Composition includes Traynor (member); all members independent under Nasdaq rules; five meetings in 2024; scope covers executive pay, director pay policy, stock ownership guidelines, human capital oversight, consultant independence, and CD&A approval .
- Consultant: McLagan engaged as independent compensation consultant since 2012; Committee assessed independence and found no conflicts .
- Interlocks: None; no insider participation; members not officers or employees; no material interests disclosed .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: More than 99% of votes cast supported NEO compensation; the Committee considered results affirming compensation approach .
RED FLAGS
- None disclosed for Traynor in 2024–2025 proxy period: no related-party transactions; hedging/pledging prohibited; committee interlocks not present; attendance meets minimum threshold .
- Potential pay inflation risk to monitor given Director Plan’s proposed higher annual equity cap (flexibility to revise equity component) .
Appendix: Committee Assignments (2024)
| Committee | Membership | Chair | Meetings (2024) |
|---|---|---|---|
| Compensation | Brown (Chair), Garcia, Greer, Morris, Traynor | Brown | 5 |
| Risk | All directors; Chair: Morris | Morris | 4 |
| Audit | Garcia (Chair), Brown, Fontenot, Morris, Roach | Garcia | 6 |
| Nominating & Corporate Governance | Roach (Chair), Fontenot, Morris, Greer | Roach | 4 |