Teri Fontenot
About Teri G. Fontenot
Independent director of AMERISAFE (AMSF) since January 2016; age 71. Former President & CEO of Woman’s Hospital (1996–retired March 2019; named CEO Emeritus upon retirement). Inactive CPA and designated “audit committee financial expert.” Brings deep healthcare and insurance leadership experience, including service as chair of an insurance provider for over ten years, and chaired the American Hospital Association Board in 2012. Determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woman’s Hospital | President & Chief Executive Officer | 1996–Mar 2019 | Led major healthcare institution; named CEO Emeritus upon retirement |
| American Hospital Association | Director; Chair | 2011–2013 (Chair in 2012) | National policy and governance leadership |
| (Undisclosed insurance provider) | Chair | >10 years | Insurance governance expertise |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| AMN Healthcare Services, Inc. (NYSE) | Director | Since Sep 2019 | Not specified in proxy |
| Bitcoin Depot (NASDAQ) | Director; Audit Committee Chair | Since Jul 2024 | Audit Chair |
| LHC Group, Inc. (NASDAQ; acquired) | Director (Prior) | Mar 2019–Feb 2023 | Board service until acquisition |
Board Governance
| Dimension | Details |
|---|---|
| Independence | Board determined Ms. Fontenot is independent under Nasdaq rules |
| Committee Memberships | Audit Committee (member); Nominating & Corporate Governance (NCG) Committee (member); Risk Committee (all directors are members) |
| Chair Roles | None at AMSF (Audit Chair: Garcia; NCG Chair: Roach; Risk Chair: Morris; Comp Chair: Brown) |
| Financial Expert | Identified as an “audit committee financial expert” |
| Attendance | Board met 5x in 2024; each director attended ≥75% of Board and committee meetings |
| Annual Meeting Attendance | 6 of 8 directors attended 2024 annual meeting (director-specific attendance not disclosed) |
| Shareholder Engagement/Policies | Anti-hedging and anti-pledging; clawback policy; director resignation policy; related party oversight |
Fixed Compensation (Non-Employee Director)
| Component | Amount/Policy | Source |
|---|---|---|
| Annual cash retainer (Board) | $65,000 | |
| Audit Committee member retainer | $7,500 | |
| NCG Committee member retainer | $5,000 | |
| Committee chair retainers | Audit $20,000; Compensation $17,500; NCG $12,500; Risk $12,500 (Risk Chair not paid in 2024) |
2024 director compensation for Teri G. Fontenot:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Teri G. Fontenot | 77,500 | 74,961 | 152,461 |
| Notes | Cash reflects $65,000 board retainer + $7,500 Audit + $5,000 NCG (member retainers) | Grant-date fair value per ASC 718 | Sum |
Performance Compensation (Director Equity)
| Grant Date | Equity Type | Shares Granted | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jun 7, 2024 | Restricted Stock (annual director grant) | 1,730 | 74,961 | Vests at next annual meeting (June 2025) |
Program structure and pending change:
- Standard director equity: annual restricted stock equal to $75,000 divided by meeting-date close price; vests at the next annual meeting .
- 2025 Proposal: increase Director Plan share pool by 50,000 and raise max annual target value per director from $75,000 to $200,000 to allow future flexibility (current practice remains $75,000) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | AMN Healthcare (Director); Bitcoin Depot (Director; Audit Chair) |
| Prior public boards | LHC Group (Director) until acquisition in Feb 2023 |
| Interlocks | Compensation Committee interlocks: none (across AMSF) |
| Related-party transactions | None reportable under Item 404 since Jan 1, 2024 |
Expertise & Qualifications
- Former hospital CEO with finance background; inactive CPA; designated audit committee financial expert at AMSF .
- Extensive experience in healthcare and insurance, including chairing an insurance provider for over a decade, supporting risk oversight and policyholder issues in workers’ compensation .
Equity Ownership (Alignment)
| Measure | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 10,032 | Apr 17, 2025 | <1% of outstanding; includes 1,730 unvested director RS (voting, no dispositive power) |
| Ownership (dollar value) | $517,049 | Dec 31, 2024 | Calculated at $51.54/share (closing price) |
| Director ownership guideline | $195,000 | Policy | 3x annual cash retainer ($65,000) |
| Compliance with guideline | Exceeds | Dec 31, 2024 | Non-employee directors have 5 years to comply; retention 75% of net shares until compliant |
| Hedging/Pledging | Prohibited | Policy | Insider trading policy bans hedging and pledging by directors |
Governance Assessment
-
Positives/Signals of Strength
- Independent director with strong financial oversight credentials; designated audit committee financial expert; serves on Audit and NCG Committees; member of full-board Risk Committee .
- Good engagement: board-wide ≥75% attendance; robust committee meeting cadence (Audit 6x; NCG 4x; Board 5x in 2024) supports oversight .
- Ownership alignment: exceeds 3x retainer guideline and participates in annual equity grants; anti-hedging/pledging policy strengthens alignment .
- No related-party transactions; no committee interlocks; broad governance policy framework (clawback, resignation policy) .
-
Watch Items / Potential Red Flags
- Director equity plan amendment raises the cap on potential annual director equity from $75,000 to $200,000 (though current practice remains $75,000). Investors may monitor if actual grants trend materially higher over time (pay inflation risk) .
- External workload: service on two other public boards (including Audit Chair at Bitcoin Depot). While AMSF attendance thresholds were met, continued monitoring of time-commitment/overboarding risk is prudent; no issues flagged in 2024 disclosures .
-
Overall View
- Governance profile supports investor confidence: independent, financially sophisticated director; active on key committees; strong ownership alignment; no conflicts disclosed. The proposed director plan flexibility should be tracked for pay governance alignment over time .