Vincent Gagliano
About Vincent Gagliano
Vincent J. Gagliano, age 52, is Executive Vice President and Chief Risk Officer (CRO) of AMERISAFE. He has served as CRO since March 2016, previously serving as EVP & Chief Technology Officer (2013–2016) and SVP of IT (2009–2013); he has been with the company since 2001 . AMERISAFE’s 2024 performance context for incentive alignment: net income $55.4M, combined ratio 88.7%, EPS $2.89, ROAE 20.2%, and TSR 8.1% (vs. P&C Small-Cap 8.5%) . Say‑on‑pay support was >99% in 2024, and executives (including Gagliano) exceed stock ownership guidelines, signaling alignment .
Past Roles
| Organization | Role | Years | Source |
|---|---|---|---|
| AMERISAFE | EVP & Chief Risk Officer | Mar 2016 – Present | |
| AMERISAFE | EVP & Chief Technology Officer | Jan 2013 – Feb 2016 | |
| AMERISAFE | SVP, Information Technology | Sep 2009 – Jan 2013 |
External Roles
No external public company directorships or external roles disclosed in company filings reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Salary paid ($) | 329,500 | 346,667 | 395,833 | Reported in SCT (paid, not full-year rate) |
| Base salary rate ($) | — | — | 398,000 (effective Mar 2024) | Committee adjustment to align to market |
| Car allowance ($) | 12,? — | — | 12,559 | 2024 perqs detail |
| Company 401(k) contributions ($) | — | — | 10,350 | 2024 perqs detail |
| Medical exam ($) | — | — | 16,446 | 2024 perqs detail |
| Disability insurance ($) | — | — | 54 | 2024 perqs detail |
| All other comp total ($) | 33,628 | 38,702 | 43,596 | Sum of listed perqs |
Performance Compensation
Annual Incentive Plan (AIP)
- Structure: Company metrics (Combined Ratio and Growth in Premiums Written) plus qualitative leadership objectives; for CEO, company metrics = 80%; for other NEOs (incl. Gagliano), company metrics represent the majority; max payout 150% of target .
- 2024 AIP target and payout (Gagliano):
| Item | 2024 |
|---|---|
| Target opportunity (% of base) | 45% |
| Target ($) | 179,100 |
| Actual payout ($) | 254,282 |
| % of target earned | 142% |
Long‑Term Incentive Plan (LTIP)
- Design (from 2023): 70% performance award (3-year average ROE, absolute targets; max 150%) and 30% time-based RSUs (3-year cliff) .
- 2024 LTIP grant (Gagliano):
| Component | Grant date | Target value ($) | Shares | Vest/Payout terms |
|---|---|---|---|---|
| Performance award (ROE) | 03/01/2024 | 167,160 | — | 3-year perf period (2024–2026); payout 0–150% in shares |
| Time-based RSUs | 03/01/2024 | 71,640 | 1,372 | Vests 03/01/2027 |
- Historical LTIP performance payout (2021–2023 tranche, paid 2024):
| Metric | Weight | Company vs. Peer Result | Payout impact |
|---|---|---|---|
| Statutory Combined Ratio | 70% | 84.7% vs. 91.9% (−718 bps) | 1.598x factor |
| Statutory Growth in Direct Premiums Written | 30% | −1.9% vs. 2.4% (−427 bps) | 0.145x factor |
| TSR modifier | — | 7.8% vs. 24.1% (−1,627 bps) | −0.250 cap reduction |
| Payout (Gagliano) | Value ($) | Shares |
|---|---|---|
| 2021–2023 performance award | 161,562 | 3,745 |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares/Units | % of Outstanding | As-of date |
|---|---|---|---|
| Vincent J. Gagliano | 24,032 | ~0.13% (24,032 / 19,050,315) | Apr 17, 2025 |
- Ownership guidelines and compliance: Gagliano’s measured ownership value $1,367,717 vs. guideline $742,667; guideline met/exceeded (value methodology per proxy) .
Unvested/Outstanding Equity (12/31/2024)
| Award | Quantity/Target | Market/Target value ($) | Vest/Payout timing |
|---|---|---|---|
| 2023–2025 LTIP RSUs | 1,133 | 58,395 (at $51.54) | 03/01/2026 |
| 2024–2026 LTIP RSUs | 1,372 | 70,713 (at $51.54) | 03/01/2027 |
| 2022–2024 Performance Award | Target $182,050 | Target basis | Perf period ended 12/31/2024; payout determined in 2025 |
| 2023–2025 Performance Award | Target $143,220 | Target basis | Through 12/31/2025 |
| 2024–2026 Performance Award | Target $167,160 | Target basis | Through 12/31/2026 |
- Options: No options outstanding; company does not grant stock options .
- Hedging/pledging: Company prohibits hedging and pledging of company securities (applies to executives) .
- 10b5‑1 plans: Board oversight of Rule 10b5‑1 transactions .
- 2024 vesting realized: 3,745 performance shares vested (value $161,565) .
Insider Trading Activity (context)
- Form 4 filings reflect 2024–2025 activity (e.g., June 17, 2024 filing for Gagliano) consistent with vesting/payout reporting; see EDGAR examples: June 17, 2024 Form 4 PDF and 2025 filing index . Values/vested shares for 2024 are detailed in the proxy (above) .
Employment Terms
| Topic | Terms | Source |
|---|---|---|
| Employment agreement | Effective Jan 15, 2013 (agreement on file); auto‑renews annually unless notice ≥30 days pre‑expiration | |
| Severance (no cause/good reason) | 12 months of (current base salary + avg. last 3 annual bonuses) paid monthly; 12 months health benefits; non‑compete 12 months; clawback applies as applicable | |
| Double trigger | Cash severance same with/without change in control; equity vests only upon qualifying termination in connection with CoC (no single‑trigger vesting) | |
| Equity acceleration schedule | Upon death/disability/retirement or qualifying termination in CoC: 33.3% after 6–18 months; 66.6% after 18–30 months; 100% after >30 months; performance awards still subject to performance and paid after period | |
| Potential payout snapshot (12/31/2024) | Termination without cause/good reason: Cash $513,701; Healthcare $37,290; Equity acceleration $397,240; Total $948,232 | |
| Clawback | Nasdaq‑compliant policy adopted 2023 for incentive‑based compensation upon restatement; no fault requirement | |
| Tax gross‑ups | None for compensation or benefits | |
| Deferred comp/pension | No defined benefit pensions, SERP, or deferred comp; 401(k) match 50% up to 6% (vesting in 5 years) |
Compensation Structure Details (NEO Program)
| Element | 2024 Gagliano Parameters | Company Program Design References |
|---|---|---|
| Base salary | $398,000 target (rate); $395,833 paid | |
| AIP target | 45% of base = $179,100; max 150% | |
| AIP metrics | Combined Ratio; Growth in Premiums Written; individual leadership objectives | |
| AIP payout (2024) | $254,282 (142% of target) | |
| LTIP target | 60% of base = $238,800 (30% RSU; 70% performance) | |
| LTIP metrics | 3‑yr average ROE; absolute target; max 150% |
Governance, Policies, and Peer Group
- Compensation best practices: double‑trigger severance and vesting; anti‑hedging/pledging; clawback; independent consultant; no tax gross‑ups .
- Say‑on‑pay: >99% approval (June 2024) .
- Peer group/benchmarking: McLagan consultant; 2023 survey of 15 P&C insurers; Company noted base salary and targets generally below market; survey used as reference, not strict percentile targeting .
Performance & Track Record
- Company outcomes relevant to pay: 2024 net income $55.4M; combined ratio 88.7%; EPS $2.89; ROAE 20.2%; TSR 8.1% (3‑yr avg TSR 8.1%, 5‑yr 3.9%) .
- LTIP 2021–2023 payout reflected strong combined ratio performance, weak premium growth, and TSR underperformance vs. index (modifier reduced award); Gagliano earned 3,745 shares valued at $161,562 .
Related Party Transactions
None reportable since Jan 1, 2024 per Item 404 policy and disclosure .
Equity Ownership & Alignment (Policy Compliance)
- Executive ownership guidelines: 2x average base salary (3 prior years) for non‑CEO; executives must retain all shares until compliant; thereafter must retain 20% of shares from awards (net of taxes) .
- Gagliano exceeds guideline (ownership $1,367,717 vs. guideline $742,667 as of 12/31/2024) .
- Anti‑pledging/hedging policy in effect for executives .
Investment Implications
- Pay‑for‑performance alignment: AIP weighted to profitability (combined ratio) and disciplined growth; LTIP tied to 3‑year ROE with capped leverage (150% max). This should align risk and return, particularly in soft pricing cycles .
- Retention risk: Competitive adjustments to base and multi‑year equity mix (30% RSUs/70% performance) plus strong ownership guideline compliance reduce near‑term flight risk; standard 12‑month non‑compete adds protection .
- Selling pressure: No options; equity is RSU/performance‑share based with 3‑year cycles and anti‑pledging/hedging policy; watch annual March vesting cadence (1,133 RSUs vest 3/1/2026; 1,372 RSUs 3/1/2027) which may drive 10b5‑1‑planned tax withholdings rather than open‑market sales .
- Change‑in‑control economics: Cash severance equals one year of base+bonus; equity accelerates only with qualifying termination (double trigger), mitigating deal‑driven windfalls while preserving retention .
- Governance signals: >99% say‑on‑pay support, clawback adoption, and anti‑gross‑ups reflect shareholder‑friendly posture; peer‑informed, not target‑percentile‑driven, helps avoid ratcheting .