Bruce Angiolillo
PROASSURANCEAbout Bruce D. Angiolillo
Bruce D. Angiolillo, J.D. (age 72), is an independent director of ProAssurance Corporation and has served on the Board since May 2016; he was elected independent Chairman of the Board in May 2022. He is a retired partner of Simpson Thacher & Bartlett LLP, where he practiced securities and complex commercial litigation for ~30 years, and briefly served as General Counsel of TK Holdings, Inc. (Takata) from January 1 to June 30, 2015, bringing deep legal, governance, and risk oversight expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Partner; securities and complex commercial litigation | ~1980–Dec 31, 2014 | Long-tenured BigLaw partner; legal and governance acumen relevant to a regulated insurer |
| TK Holdings, Inc. (Takata subsidiary) | General Counsel | Jan 1, 2015 – Jun 30, 2015 | Short-term GC role; exposure to complex product-liability and regulatory risk environments |
External Roles
- No other public company directorships are disclosed for Mr. Angiolillo in the proxy biography .
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent by the Board under NYSE rules |
| Board leadership | Independent Chairman of the Board since May 24, 2022; presides over executive sessions; no Lead Independent Director designated since then |
| Executive sessions | Independent directors held an executive session in conjunction with each quarterly Board meeting during 2024 |
| Committees | Executive Committee (Chair); the Executive Committee did not meet in 2024 |
| Other committees | Not listed on Audit (Adkins, Bielen, Cobarrubias), Compensation (Frei, Di Piazza, Pierce), or Nominating/Corporate Governance (Vance, Cobarrubias, Syphax) based on committee rosters disclosed |
| Attendance | Board met 4 times in 2024; each incumbent director attended all Board meetings and at least 75% of their committee meetings; all directors attended the May 22, 2024 annual meeting |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual non‑management director cash retainer | $80,000 | Standard director cash retainer |
| Additional cash retainer (Independent Chairman) | $100,000 | Incremental Chair retainer (total cash = $180,000) |
| Committee chair/member cash retainers | $0 | Not applicable to Mr. Angiolillo based on committee rosters; Audit Chair $20,000; Audit member $12,500; Compensation Chair $12,250; Nominating/Gov Chair $10,000 (general schedule shown for completeness) |
| Total fees earned or paid in cash (reported) | $180,000 | Matches Chair + base retainers |
Performance Compensation (Director)
| Equity Award | Grant Date | Reported Value | Structure/Notes |
|---|---|---|---|
| Annual director stock award | May 22, 2024 | $95,000 | Delivered via Director Deferred Stock Compensation Plan; value based on NYSE closing price on grant date; directors may defer; dividends accrue in deferred accounts |
| Additional stock award for 2023 services (issued in 2024) | May 22, 2024 | $108,809 | 2023 grant previously reported (May 24, 2023) was cancelled due to administrative error; remaining $108,809 reflects 2023 service compensation awarded in 2024 |
| Total stock awards (reported 2024) | — | $203,809 | Sum of items above in director compensation table for Mr. Angiolillo |
Notes: Director equity is time‑based and not tied to performance metrics; awards are made under the Director Deferred Stock Compensation Plan and/or the 2024 Equity Incentive Plan (for share availability), with deferral and dividend accrual features for directors .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in the proxy biography |
Expertise & Qualifications
- Legal/governance: 30-year Simpson Thacher partner specializing in securities and complex commercial litigation; experience equips him to oversee disclosure, litigation, regulatory, and governance risks at a public insurer .
- Executive oversight: Independent Chairman since 2022; presides over regular executive sessions of independent directors .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Bruce D. Angiolillo | 31,551 | <1% | March 24, 2025 |
- Section 16 compliance: PRA reports all directors and officers complied with Section 16(a) reporting requirements for FY2024 .
- Hedging/pledging: Company has an anti‑hedging policy prohibiting employees and directors from hedging company stock; no disclosure of pledged shares for Mr. Angiolillo in the proxy .
Governance Assessment
-
Strengths
- Independent Chairman with strong legal background; presides over quarterly executive sessions, enhancing independent oversight .
- 100% Board meeting attendance; broad Board attendance/engagement is a positive governance signal .
- Director pay mix balanced between cash retainer and equity ($180k cash; $203.8k equity), aligning incentives with shareholders via stock; use of director deferral and dividend accrual further supports alignment .
- Determined independent by the Board; no related‑party transactions disclosed involving Mr. Angiolillo .
-
Watch items
- Executive Committee (which he chairs) did not meet in 2024; while not uncommon, it limits observable committee‑level activity; oversight appears to be exercised primarily at full Board and other standing committees .
- Company’s say‑on‑pay support declined to 85% in 2024 from mid‑90s previously; not specific to director compensation, but indicates elevated investor scrutiny of pay practices that the Chair helps oversee at the Board level .
-
Context
- PRA disclosed a Merger Agreement with The Doctors Company dated March 19, 2025 to be voted at a separate special meeting; as Chairman, Mr. Angiolillo’s stewardship through the process will remain a focal point for investors assessing board effectiveness .
Related‑Party Transactions and Conflicts (Director‑specific)
- No related‑party transactions or business dealings disclosed involving Mr. Angiolillo. The proxy details related‑party insurance purchases for two physician‑directors (within NYSE immateriality thresholds) and outlines a formal related‑party review process administered by the General Counsel; none pertain to Mr. Angiolillo .
Director Compensation Snapshot (2024)
| Item | Amount |
|---|---|
| Cash fees (base + Independent Chair retainer) | $180,000 |
| Stock awards (total reported; see breakdown above) | $203,809 |
| Total | $383,809 |
Board/Committee Attendance & Meetings
| Metric | Value |
|---|---|
| Board meetings held (2024) | 4 |
| Director attendance | Each incumbent director attended all Board meetings and at least 75% of their committee meetings (2024) |
| Executive sessions of independent directors | Held with each quarterly Board meeting in 2024 |
| Executive Committee meetings (2024) | 0 |
Independence and Roles Summary
| Attribute | Status |
|---|---|
| Independence (NYSE) | Independent |
| Chairman of the Board | Yes (since May 2022) |
| Lead Independent Director | Not designated since May 2022 (Chairman presides) |
| Executive Committee | Chair |
No Audit, Compensation, or Nominating/Corporate Governance Committee membership is indicated for Mr. Angiolillo based on disclosed rosters .
Say‑on‑Pay & Investor Feedback (Context)
- Historical say‑on‑pay support: 87% (2020), 96% (2021), 97% (2022), 94% (2023), 85% (2024). The Compensation Committee engages an independent consultant (FW Cook) and conducts investor engagement; while this centers on executive pay, oversight and responsiveness are relevant to overall governance effectiveness under Board leadership .
RED FLAGS
- None identified specific to Mr. Angiolillo in the proxy: no related‑party transactions, no Section 16 reporting issues, and compliance with anti‑hedging policy for directors were disclosed .