Fabiola Cobarrubias
PROASSURANCEAbout Fabiola Cobarrubias
Fabiola Cobarrubias, M.D., is an independent Class I director of ProAssurance (PRA), elected in May 2021; her current term expires in 2026. She is 58, holds an M.B.A. from UC Berkeley’s Haas School of Business, an M.D. from UCSF, and a B.S. from Brown University; she has been a hospitalist at California Pacific Medical Center for over 25 years and served as Medical Director – Hospitalist Service from 2004 to 2011. She is founder, CEO, and a board member of Pacific Inpatient Medical Group (PIMG), overseeing a 75+ physician hospitalist group across five Bay Area hospitals. The Board has determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NORCAL (predecessor/affiliate) | Vice Chair, Board; Chair, Governance Committee; Member, Audit & Investment Committees | Not disclosed | Governance leadership; audit and investment oversight |
| California Pacific Medical Center | Hospitalist; Medical Director – Hospitalist Service | Hospitalist >25 years; Medical Director 2004–2011 | Clinical leadership and hospital operations oversight |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Pacific Inpatient Medical Group | Founder, CEO, and Board Member | Not disclosed | Physician-owned hospitalist group with 75+ physicians across five acute care hospitals (SF Bay Area) |
| Preferred Physicians Medical RRG (NORCAL affiliate) | Board Member (prior) | Not disclosed | Specialty medical professional liability insurer for Anesthesia |
Board Governance
- Independence: The Board determined Dr. Cobarrubias is independent; the Board reviewed customer relationships and concluded they do not preclude independence under NYSE/SEC rules.
- Committees:
- Audit Committee member; all members are independent and financially literate; Mr. Adkins designated audit committee financial expert; Dr. Cobarrubias currently does not serve on another company’s audit committee. The Audit Committee met 8 times in 2024.
- Nominating/Corporate Governance Committee member (Chair: Dr. Katisha Vance); all members are independent.
- Attendance/Engagement:
- Board met 4 times in 2024; each incumbent director attended all Board meetings and at least 75% of their committee meetings in 2024; all directors attended the May 22, 2024 annual stockholders’ meeting.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 80,000 | Non-management director cash retainer |
| Audit Committee Member Retainer | 12,500 | Member retainer (Chair receives $20,000) |
| Nominating/Corporate Governance Member Retainer | — | Only Chair receives $10,000; no member fee disclosed |
| Cash Fees Total (Cobarrubias) | 92,500 | Matches “Fees Earned or Paid in Cash” for 2024 |
Performance Compensation
| Award/Plan | Grant/Action Date | Amount ($) | Terms/Performance Conditions |
|---|---|---|---|
| Director Stock Award (Annual) | May 22, 2024 | 95,000 | Equity value per director set by Compensation Committee; calculated using NYSE closing price on grant date |
| Prior-Year Equity Correction | May 22, 2024 | 108,809 | 2023 grant of 7,468 shares was canceled as invalid; amounts credited for 2023 services were awarded on May 22, 2024; recognized in 2024 stock awards total |
| Stock Awards Total (2024 Table) | 2024 | 203,809 | As reported for Dr. Cobarrubias in the Director Compensation table |
| Director Deferred Stock Compensation Plan | Ongoing | — | Directors may defer shares until Board service ends; cash dividends on credited shares accrue and are reinvested into additional shares; amounts not sufficient to buy whole shares are retained for future purchases |
No performance-conditioned metrics (e.g., TSR, EBITDA) are disclosed for director equity; grants are value-based stock awards with deferral and dividend reinvestment features.
Other Directorships & Interlocks
- Public company audit committee service: Dr. Cobarrubias does not presently serve on another company’s audit committee.
- Potential interlock/conflict (customer relationship): PIMG, where Dr. Cobarrubias is CEO, purchases medical professional liability insurance from ProAssurance subsidiaries; amounts (ordinary course, at filed rates) were below NYSE/ISS/Glass Lewis materiality thresholds, and the Board affirmed independence.
| Entity | Relationship | Premiums/Payments | Board Determination |
|---|---|---|---|
| Pacific Inpatient Medical Group (PIMG) | CEO-led practice insured by PRA subsidiary | 2022–2023: $225,784; 2023–2024: $285,601; 2024–2025: $320,093 | Ordinary course; below NYSE materiality thresholds; independence affirmed |
| Personal policy (prior disclosure) | Individual PRA policy (historical) | 2021: $537 | Ordinary course; below thresholds |
Expertise & Qualifications
- Healthcare operations and leadership: Long-tenured hospitalist; prior Medical Director at CPMC; CEO of a large physician group.
- Governance/committee experience: Governance Chair and Audit/Investment committee member at NORCAL; financially literate for PRA Audit Committee.
- Education: MBA (UC Berkeley Haas), MD (UCSF), BS (Brown).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class |
|---|---|---|
| Fabiola Cobarrubias | 21,083 | * (less than 1%) |
- Notes: Directors/executives listed generally have sole voting and investment power; RSUs/performance shares for executives are excluded; no executive officer holds unexercised stock options.
- Ownership guidelines: The Board has adopted stock ownership targets for directors and executive officers to align with shareholders; executive numeric targets are disclosed (5x CEO base salary; 3x for CFO/GC/segment presidents), while director numeric targets are not specified in this excerpt.
Governance Assessment
-
Strengths:
- Independent director with direct healthcare customer perspective; Board reaffirmed independence after related-party review and applied NYSE/ISS/Glass Lewis criteria.
- Active committee service (Audit; Nominating/Corporate Governance) with financial literacy confirmed; Audit Committee met 8x in 2024.
- Strong engagement: attended all Board meetings and at least 75% of committee meetings; attended 2024 annual meeting.
- Sensible director pay structure: balanced cash ($92.5k) and equity awards with deferral and dividend reinvestment, aligning interests.
-
Watch items:
- Related-party exposure: CEO of a practice that purchases PRA insurance; while ordinary course and below materiality thresholds, ongoing oversight is warranted given Audit Committee membership.
- Equity disclosure granularity: Dollar values are provided; individual share counts for 2024 grants not shown here; monitoring future proxies for share-based alignment detail is prudent.
-
Signals for investors:
- Professional healthcare and operating expertise should enhance underwriting and risk oversight; Audit/Nominating roles support board effectiveness.
- Ownership of 21,083 shares indicates some skin-in-the-game; Board-wide stock ownership guidelines further support alignment.