Lori A. Brown
Employers HoldingsAbout Lori A. Brown
Executive Vice President, Chief Legal Officer, General Counsel, and Corporate Secretary at Employers Holdings, Inc. since January 2019; with the company since 2006 in progressively senior legal roles. She holds a B.A. from UC Riverside and a J.D. from the University of San Francisco, and brings 30+ years of legal experience spanning corporate law/governance, SEC compliance, insurance regulation, labor/employment, and risk management, including prior service as Senior Legal Counsel at DHL Worldwide . Company performance context (FY2024): Net written premium $769.5M (post‑IPO high), Adjusted GAAP Calendar Year Combined Ratio 98.0% versus a 102.0% bonus hurdle, net income $118.6M ($4.71/diluted share), adjusted net income $94.0M ($3.73/diluted share), BVPS $43.52 (+11.9% YoY), ABVPS $50.71 (+9.8% YoY), and 5‑year TSR value of $147.79 on a $100 base (2019–2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Employers Holdings, Inc. (various subs) | EVP, Chief Legal Officer, General Counsel & Secretary | Jan 2019–Present | Oversees legal, risk, and regulatory affairs; Secretary to multiple subsidiaries; leads public company, statutory and regulatory filings . |
| Employers Holdings subsidiaries (EIG Services, EICN, ECIC, EPIC, EAC, CIC) | SVP, Deputy General Counsel; VP, Deputy General Counsel; Secretary/Assistant Secretary (various) | 2006–2018; Secretary roles 2021–2023 | Built internal legal function depth; extensive work on statutory/regulatory filings; corporate governance across subsidiaries . |
| DHL Worldwide | Senior Legal Counsel | 1994–2005 | Large‑scale corporate legal work; foundation in labor and employment law and corporate governance . |
External Roles
- No external public-company directorships are disclosed in EIG filings for Ms. Brown .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 371,229 | 386,384 | 397,264 |
| Target bonus (% of base) | 60% | 60% | 60% |
| Actual annual cash bonus ($) | 345,950 | 316,500 | 206,000 |
| All other compensation ($) | 69,034 | 89,154 | 95,159 |
| Total compensation ($) | 988,410 | 1,193,565 | 1,159,242 |
Perquisites and benefits detail (2024):
- Car allowance $14,400; 401(k) match $13,800; cash dividends paid on vested equity $63,294; life insurance premiums $992; personal benefits $2,073; HSA contribution $600 .
Ownership guideline for EVPs: 3x base salary; NEOs either exceed their requirement or are within the 10‑year transition window .
Performance Compensation
Short‑Term Incentive (STI) – 2024 design and outcome:
- Metric: Adjusted GAAP Calendar Year Combined Ratio, Bonus Hurdle 102.0% (lower is better) .
- Company result: 98.0% (better than hurdle) .
- Target opportunity: 60% of base salary . Actual STI paid: $206,000; rationale cited: effective management of legal, risk, and government/regulatory affairs, and counsel to Board/committees .
Long‑Term Incentives (granted Feb 26, 2024):
- Mix: ~65% PSUs, ~35% RSUs for NEOs .
- PSU metric: Annualized three‑year Change in Adjusted Book Value Per Share (ABVPS) versus the average 10‑Year U.S. Treasury; Threshold <+0.0% (0% payout), Target +4.0% (100%), Maximum +9.0% (250%); performance period 1/1/2024–12/31/2026; payout by Mar 15, 2027 .
- RSU vesting: 25% on each of Mar 15, 2025, 2026, 2027, 2028 (service‑based) .
- 2024 grants to Ms. Brown:
- PSUs: Target 6,460 units; Max 16,150 units; Grant‑date fair value $299,486 .
- RSUs: 3,480 units; Grant‑date fair value $161,333 .
- Dividend equivalents: credited and paid only upon vesting/settlement as applicable .
No stock options were granted in 2024; no outstanding options are reported for Ms. Brown .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 57,467 (includes 54,867 held by the Lori Ann Brown Revocable Trust) . |
| Ownership as % of shares outstanding | ≈0.24% (57,467 / 24,260,602 shares outstanding as of 3/24/2025) . |
| Unvested RSUs at 12/31/2024 | 3,480 units; market value $178,280 at $51.23 close on 12/31/2024 . |
| Unearned PSUs outstanding | 16,150 (2024 grant, at max); 15,850 (2023 grant, at max) . |
| Anti‑hedging/pledging | Hedging and pledging prohibited for covered insiders; equity awards generally prohibit pledging . |
| Stock ownership guidelines | EVP: 3x base salary; NEOs are compliant or within the 10‑year transition period . |
Vesting overhang and potential selling pressure:
- RSUs scheduled to vest annually each March 15 through 2028 .
- 2024 PSU cycle settles by March 15, 2027, contingent on performance; if achieved, settlement may create incremental liquidity events .
Employment Terms
Key Executive Change in Control and Severance Plan (adopted 2021):
- Outside Change‑in‑Control (CIC): If terminated without cause or resigns for Good Reason, EVP receives 125% of (base salary + target bonus) paid over 15 months, plus a lump sum equal to 15 months of health coverage premiums .
- During CIC Period (6 months pre‑CIC to 24 months post‑CIC): If terminated without cause or resigns for Good Reason, EVP receives a lump sum 200% of (base salary + target bonus), plus 24 months of health coverage premiums .
- Equity treatment:
- If not assumed in a CIC: RSUs fully vest; PSUs vest at target (or actual if CIC occurs after performance period) shortly post‑CIC .
- If assumed: RSUs vest on termination without cause (and for 2023–2024 RSUs for all NEOs except Ms. Smith, also for Good Reason) within 24 months post‑CIC; PSUs treated as above .
- Definitions and covenants: “Cause,” “Good Reason,” and “Change in Control” as defined; severance conditioned on a release; restrictive covenants include non‑competition, non‑solicitation, confidentiality, etc. .
- Clawbacks: Company maintains broad clawback policies, including SEC Rule 10D‑1 compliant recoupment of erroneously awarded incentive‑based compensation for Section 16 Officers .
- Tax: No excise tax gross‑ups; best‑net cutback applies for 280G .
Compensation Structure Analysis
| Component | 2022 | 2023 | 2024 | Observation |
|---|---|---|---|---|
| Salary ($) | 371,229 | 386,384 | 397,264 | Modest salary progression (+2.6% in 2024) . |
| Stock awards ($) | 202,197 | 401,527 | 460,819 | LTI emphasis increasing YoY (aligns with PSU weighting) . |
| Cash bonus ($) | 345,950 | 316,500 | 206,000 | Lower STI in 2024 despite beating hurdle reflects committee discretion . |
| All other comp ($) | 69,034 | 89,154 | 95,159 | Perqs modest; primarily dividends on vested equity, car allowance, 401(k). |
Program integrity and governance:
- Strong pay‑for‑performance linkage via combined ratio (STI) and ABVPS vs 10Y Treasury (PSUs); no CIC tax gross‑ups; robust clawbacks; hedging/pledging prohibitions; regular annual equity grant cadence .
Compensation Peer Group (used for 2024 decisions)
AMERISAFE; Donegal Group; Global Indemnity Group; Hallmark Financial Services; HCI Group; Horace Mann Educators; Kinsale Capital; Lemonade; National Western Life; NI Holdings; Palomar; ProAssurance; RLI; Safety Insurance Group; Selective Insurance Group; SiriusPoint; Tiptree; United Fire Group .
Say‑on‑Pay & Shareholder Feedback
- More than 95% approval of executive compensation in each of the last five years; no program changes made for 2024 in response to 2024 vote .
Performance & Track Record (Company context during Brown’s tenure)
| Measure | 2023 | 2024 |
|---|---|---|
| Net written premium ($M) | — | 769.5 |
| Adjusted CY Combined Ratio (%) | 94.7 | 98.0 |
| Net income ($M) | 118.1 | 118.6 |
| Net investment income ($M) | — | 107.0 (post‑IPO high) |
| BVPS ($) | 39.96 | 43.52 |
| ABVPS ($) | 47.26 | 50.71 |
| Capital return ($M) | — | 71.7 via buybacks/dividends |
| 5‑Year TSR (value of $100) | — | $147.79 (2019–2024) |
Note: Ms. Brown also regularly serves as the Safe Harbor/Reg FD speaker on earnings calls, reflecting her compliance stewardship .
Equity Ownership & Alignment (Detail Table)
| Category | Detail |
|---|---|
| Beneficial ownership | 57,467 shares (54,867 via revocable trust) . |
| RSUs unvested (12/31/2024) | 3,480 units; $178,280 MV at $51.23 . |
| PSUs unearned (max basis) | 16,150 (2024 grant); 15,850 (2023 grant) . |
| Ownership policy | EVP 3x salary; compliant or within 10‑year ramp . |
| Hedging/pledging | Prohibited . |
Employment Terms (Detail Table)
| Scenario | Cash Severance | Health (COBRA) | Equity |
|---|---|---|---|
| Termination without cause/Good Reason (non‑CIC) | 125% of (base + target bonus) over 15 months (EVP) | Lump sum = 15 months premiums | Forfeiture except pro‑rata PSUs vest based on performance at period end; RSUs forfeited . |
| Termination without cause/Good Reason during CIC period | 200% of (base + target bonus) lump sum (EVP) | Lump sum = 24 months premiums | If awards not assumed: RSUs fully vest; PSUs at target (or actual if period ended) . If assumed: RSUs vest on qualifying termination; PSUs per plan . |
| Death/Disability | Bonus eligible; life insurance 3x salary up to $1.5M cap (CEO higher); LTD up to $15k/month until normal retirement age | N/A | RSUs fully vest; PSUs fully earned subject to actual performance . |
Investment Implications
- Pay alignment and risk: High proportion of at‑risk pay with clear, auditable metrics (combined ratio and ABVPS vs 10Y Treasury) and multi‑year PSU design supports long‑term value creation; strong clawback and anti‑hedging/pledging policies reduce governance risk .
- Retention: Competitive severance/CIC protections (125%/200% cash multiples for EVPs) and multi‑year vesting enhance retention; no tax gross‑ups and best‑net cutback moderate shareholder cost risk .
- Selling pressure: Known RSU vest dates (Mar 15 annually) and PSU settlement timing (by Mar 15, 2027) create calendar‑based liquidity events; absence of pledging mitigates forced selling risk .
- Alignment: Meaningful personal share ownership (≈0.24% of outstanding) and adherence to 3x salary guideline indicate skin‑in‑the‑game; program has received >95% shareholder support for five consecutive years, indicating low compensation controversy risk .