Dana Hendricks
PROASSURANCEAbout Dana Hendricks
Executive Vice President, Chief Financial Officer, and Treasurer of ProAssurance; age 57; appointed EVP in 2018 and CFO in September 2018. Prior roles include Senior Vice President of Business Operations at PICA (a ProAssurance subsidiary), VP of Finance and Corporate Controller at PICA, and finance/data roles at American General Life & Accident Insurance Company . 2024 performance improved materially: Non-GAAP operating income reached $48.6M and book value per share rose to $23.49, while the consolidated combined ratio improved to 109.4%; the Compensation Committee applied plan metrics without adjustments . In 2023, company TSR was approximately -20.8% and operating ROE was negative, underscoring a tougher prior year backdrop .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ProAssurance (PICA) | SVP, Business Operations; VP Finance; Corporate Controller | 2001–2018 | Led finance and operations at PICA, supporting integration and performance of professional liability lines . |
| American General Life & Accident | Finance and data analysis positions | Pre-2001 | Built analytical and financial management expertise applicable to insurance operations . |
External Roles
No public-company directorships or external board roles disclosed for Hendricks .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 471,385 | 485,414 | 507,127 |
| Target Bonus (% of Salary) | 90% | 90% | 90% |
| Other Compensation ($) | 45,185 | 52,954 | 56,832 |
Performance Compensation
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Non-Equity Incentive (Actual Bonus Paid) | 433,913 | 154,114 | 813,721 |
| Stock Awards (RSUs + PSUs grant-date value) | 450,000 | 475,000 | 671,915 |
2024 Annual Incentive Mechanics (Corporate—applies to CFO)
| Metric | Weight | Threshold | Target | Max | Actual | Credit |
|---|---|---|---|---|---|---|
| Improvement in Non-GAAP Operating Results | 70% | $10M | $20–$40M | $55M | $68M | 140% of weight |
| Individual Performance | 30% | — | — | — | 120% (CFO) | 36% of weight |
| Total Achievement (% of Target) | — | — | — | — | — | 176% |
| Earned Award (% of Salary) | — | — | — | — | — | 158% |
Notes: CFO annual incentive target = 90% of salary; achieved 176% of target → 158% of salary paid in cash .
2024 Long-Term Incentives
- RSUs: 23,058 units granted; vest one-third per year over three years; payable in cash and shares at vesting .
- Performance Shares (PSUs): Target 23,058 units (threshold 11,529; max 46,116) with 3-year metrics:
- Relative Total Return vs S&P Composite 1500 Property & Casualty Index (25th/50th/75th percentile → 50%/100%/200% payout) .
- Cumulative Non-GAAP Operating ROE thresholds: 12% (50%), 21% (100%), 30% (200%) .
Historical PSU Outcomes
- 2022 grants (performance period 2022–2024): No payout; PRA TSR 36.33% vs index 67.63% (below 80% threshold); CAGR in book value 0.61% (below 4% threshold) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (common shares) as of Mar 24, 2025 | 31,239 shares; <1% of outstanding |
| Beneficial ownership as of Mar 25, 2024 | 23,956 shares; <1% of outstanding |
| Unvested RSUs (counts; market value) | 9,084 ($144,520); 7,961 ($126,660); 23,058 ($366,857) by grant year 2022/2023/2024 |
| Unvested PSUs (assumed target counts; market value basis) | 9,084 ($144,520); 11,941 ($189,981); 23,058 ($366,853) by grant year 2022/2023/2024 |
| Stock ownership guidelines | CFO must hold stock = 3× base salary; five-year compliance window; one-year holding on award shares; unvested awards not counted |
| Anti-hedging policy | Hedging prohibited for employees/directors |
| Pledging | No pledging disclosures for Hendricks in beneficial ownership tables . |
Insider transactions and selling pressure indicators:
- RSU-related tax withholding: May 23, 2025, “Tax Payment (Shares)” 3,256 shares at $23.15 (post-vesting withholding), leaving 35,669 shares owned .
- Form 4 activity around grants/withholdings in 2023–2025 referenced by MarketBeat/Yahoo (e.g., Mar 6, 2024 entries) .
- 2024 vesting: 11,090 RSUs vested; value realized $137,072 (net of withholding) .
Employment Terms
- Agreement: Release and Severance Compensation Agreement effective Sep 1, 2018 .
- Severance (no change in control): Cash equal to current base salary ($513,713) + average annual incentive for prior three years ($467,249), plus benefits and deferred comp .
- Change-of-control (double-trigger): 2× the above cash severance (base + average incentive), accelerated vesting of equity (target-level PSUs; RSUs fully vested), benefits and $10,000 outplacement .
- Non-compete: 1–3 years, duration tied to severance multiple; payments in monthly installments; forfeiture on breach .
- Clawback: Enhanced SEC Rule 10D-1 compliant policy adopted Sept 6, 2023; applies to incentive-based comp; incorporated in 2024 Equity Plan .
Merger-related golden parachute disclosure (Doctors Company acquisition):
- Estimated “golden parachute” for Hendricks: Cash $1,961,925; Equity $2,242,225; Perquisites/Benefits $53,743; Total $4,257,893 (double-trigger on qualifying termination) .
Performance & Track Record
- 2024 improvements: Non-GAAP operating income $48.6M; net investment income up 11.7% to $141M; book value per share +7.7% to $23.49; consolidated combined ratio 109.4% (improved 3.3 points) .
- CFO commentary: Expense ratio comparisons affected by higher 2024 incentive comp (nearly +2 points), unusual items, and low 2023 achievement; agency commission environment pressures continue .
- Segment detail: Specialty P&C core combined ratio improved; workers’ comp current-year loss ratio improved 4 points YoY; headcount reduced 6% in 2024; incentive comp increased with improved results .
Compensation Committee Analysis
- Committee: Maye Head Frei (Chair), Samuel A. Di Piazza, Jr., Staci M. Pierce; independent; 4 meetings in 2024 .
- Consultant: FW Cook retained; peer group of 17 P&C insurers (e.g., Employers Holdings, RLI, Selective Insurance, etc.) .
- Governance practices: No tax gross-ups in new executive agreements; double-trigger severance; minimum holding period; clawback; anti-hedging; no option repricing .
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain |
|---|---|---|---|
| 2024 Meeting (votes on 2023 comp) | 36,404,470 | 6,348,151 | 58,912 |
| 2025 Meeting (votes on 2024 comp) | 38,143,958 | 2,085,964 | 39,841 |
Historical say-on-pay favorable votes show strong support (e.g., 85% in 2024) .
Equity Ownership & Alignment (Detail)
| Category | 2024 Year-End | 2025 (Record Date) |
|---|---|---|
| Common shares beneficially owned | 23,956 | 31,239 |
| RSUs unvested (share count; $) | 9,084; $144,520 | 23,058; $366,857 |
| PSUs unvested (target units; $) | 11,941; $189,981 | 23,058; $366,853 |
| Options held | None | None |
| Ownership guideline | 3× salary; 5-year compliance window; 1-year hold on award shares | 3× salary; 5-year compliance window; 1-year hold |
Investment Implications
- Pay-for-performance alignment strengthened: 2024 bonuses and LTI metrics tied to operating earnings improvement, Operating ROE, and relative TSR; PSUs penalize underperformance (zero payout for 2022–24), reducing windfall risk .
- Retention risk manageable but present in CoC scenarios: Double-trigger severance and automatic target-level PSU vesting in change-of-control protect Hendricks; quantify at ~$4.26M if terminated post-merger—monitor post-close role clarity and integration plan for finance .
- Insider selling pressure is typical around vesting dates (withholding sales) rather than discretionary disposals; no pledging disclosures; anti-hedging policy reduces misalignment risk .
- Execution track record improving: 2024 operating metrics and balance-sheet stewardship support incentives; watch combined ratio trajectory, expense ratio normalization (post-2024 incentive comp swing), and segment pricing adequacy as key levers under CFO oversight .