Jeffrey Lisenby
PROASSURANCEAbout Jeffrey Lisenby
Executive Vice President, General Counsel & Corporate Secretary of ProAssurance (PRA); age 56; EVP since 2014; previously Senior VP; prior private practice; admitted to Alabama State Bar and United States Supreme Court Bar; Chartered Property Casualty Underwriter (CPCU) . 2024 execution drove corporate metrics used in pay plans: Non‑GAAP operating income improved to $48.6M as part of enterprise performance and annual incentive design; corporate executives (incl. EVP/GC) achieved 176% of target on annual incentives; long‑term 2022–2024 performance share cycle paid 0% due to below‑threshold relative TSR and book value CAGR . Multi‑year fundamentals below provide context.
PRA fundamentals (context)
| Metric (USD) | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues | $864.7M* | $1,042.2M* | $1,125.6M* | $1,105.8M* | $1,112.8M* |
| EBITDA | $(17.3)M* | $131.1M* | $55.8M* | $58.4M* | $98.5M* |
Values retrieved from S&P Global. [GetFinancials]*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ProAssurance | Executive Vice President; General Counsel & Corporate Secretary | 2014–present | Leads corporate Legal; member of cybersecurity governance processes overseeing materiality assessment and disclosure workflows |
| ProAssurance | Senior Vice President | pre‑2014 (date not specified) | Senior legal leadership prior to EVP elevation |
| Private Practice | Attorney (Birmingham, AL) | pre‑ProAssurance | Litigation/regulatory experience; admitted to AL Bar & U.S. Supreme Court Bar |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alabama State Bar | Member | N/A | Professional licensure |
| United States Supreme Court Bar | Member | N/A | Professional licensure |
| CPCU Society | CPCU designation | N/A | Chartered Property Casualty Underwriter credential |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) | $508,063 | $513,727 | $526,393 |
| Annualized Base (as of 4/1/2024) | — | — | $530,553 |
| All Other Compensation | $39,311 | $44,531 | $48,653 |
| Perquisites detail (2024) | — | — | Qualified Retirement Plan $20,700; Nonqualified Deferred Compensation Plan $10,884; Perquisites $17,069 |
Performance Compensation
| Component | Metric/Structure | Target | Actual/Payout |
|---|---|---|---|
| Annual Incentive (2024) | Corporate Non‑GAAP Operating Results improvement (70% weight) | Threshold $10M; Target $20–$40M; Max $55M | Actual $68M; 140% credit to metric; contributes to total 176% achievement for EVP/GC |
| Annual Incentive (2024) | Individual Performance (30% weight) | Committee assessment | 120% credit for CFO and EVP/GC; contributes to total 176% achievement |
| Annual Incentive Target | % of Base Salary | 90% for EVP/GC | Earned 158% of salary for EVP/GC (i.e., 176% of target) |
| Long‑Term Incentive (2024 grants) | Performance Shares (PSUs) | Target 23,058 units; grant date FV $335,956 | Vest based on 50% Relative TSR vs S&P 1500 P&C and 50% cumulative Operating ROE over 3 years; threshold=50% of target; max=200% |
| Long‑Term Incentive (2024 grants) | RSUs | 23,058 units; grant date FV $335,959 | RSUs vest one‑third annually over 3 years; deemed earned on change‑of‑control |
| Long‑Term Incentive (2022–2024 cycle) | PSUs | Threshold tied to 80% of index TSR; Book Value CAGR ≥4% | Paid 0%; PRA TSR 36.33% vs index 67.63%; Book Value CAGR 0.61% < threshold |
Option Exercises and Stock Vested (2024)
| Item | Quantity | Value |
|---|---|---|
| Options exercised | — | — |
| Shares acquired on vesting (RSUs) | 12,106 | $149,630 |
Equity Ownership & Alignment
| Ownership snapshot | 2024 (as of Mar 25, 2024) | 2025 (as of Mar 24, 2025) |
|---|---|---|
| Beneficially owned common shares | 76,621; <1% of class | 83,914; <1% of class |
| Unvested Equity (as of FY‑end 2024) | Grant Date | RSUs Unvested (#) | PSUs Target Unearned (#) |
|---|---|---|---|
| EVP/GC | 2/22/2022 | 9,084 | 9,084 |
| EVP/GC | 2/28/2023 | 7,961 | 11,941 |
| EVP/GC | 5/23/2024 | 23,058 | 23,058 |
- Stock ownership guidelines: 3× base salary required for General Counsel; five‑year compliance window; unvested awards excluded; one‑year post‑issuance holding for awards granted after 2010 .
- Anti‑hedging policy: Hedging prohibited for executives and directors .
- Pledging: No specific personal share pledging disclosure noted in proxy; corporate pledge agreements relate to company credit facilities, not individual holdings .
Employment Terms
- Agreement: Release and Severance Compensation Agreement effective Jan 1, 2008 (legacy) .
- Severance multiples: If terminated without cause or resign for good reason → cash severance = 1× current base salary + 1× average annual incentive (prior 3 years); doubled (2×) if termination occurs within 2 years post change‑of‑control (double‑trigger) .
- Non‑compete: 1–3 years depending on severance multiple; payments made monthly over restricted period; breach ceases payments .
- Tax gross‑up: Board prohibited new gross‑up agreements since Dec 1, 2010; Lisenby’s 2008 agreement retains 280G/4999 excise tax gross‑up (legacy) .
- Clawback: Dodd‑Frank compliant recoupment policy updated in 2023; recovery of incentive‑based comp upon restatement; no indemnification permitted .
Termination/Change‑of‑Control Economics (as if event on 12/31/2024)
| Scenario | Cash Severance – Salary | Cash Severance – Avg Annual Incentive | Equity Vesting | Deferred Comp | Medical Benefits | Outplacement | Total |
|---|---|---|---|---|---|---|---|
| Retirement/Voluntary Termination | — | — | $480,239 | $409,249 | — | — | $889,488 |
| Death/Disability | — | — | $1,339,390 | $409,249 | — | — | $1,748,639 |
| Involuntary Termination (no CoC) | $530,553 | $489,513 | — | $409,249 | $15,972 | $10,000 | $1,455,287 |
| Involuntary Termination post CoC (double‑trigger) | $1,061,106 | $979,025 | $1,339,390 | $409,249 | $23,957 | $10,000 | $3,822,727 |
| Change‑of‑Control (no termination) | — | — | $1,339,390 | $409,249 | — | — | $1,748,639 |
Compensation Structure (multi‑year)
| Year | Salary | Stock Awards (RSUs/PSUs grant‑date) | Non‑Equity Incentive | Total |
|---|---|---|---|---|
| 2022 | $508,063 | $450,000 | $465,885 | $1,463,259 |
| 2023 | $513,727 | $475,000 | $162,257 | $1,195,515 |
| 2024 | $526,393 | $671,915 | $840,396 | $2,087,357 |
- 2024 Grants of Plan‑Based Awards (EVP/GC): Target annual incentive $477,498; Max $954,995; PSUs target 23,058; RSUs 23,058; each with grant date fair value ~$336k .
- 2024 Annual incentive payout for EVP/GC = 158% of salary (176% of target) .
Equity Award Schedules and Conditions
- RSUs: Generally vest one‑third per year over three years (ratable vesting since 2023); accelerated/fully earned upon change‑of‑control, death, disability; paid in stock/cash at vest .
- PSUs: Three‑year vesting based on (i) Relative TSR vs S&P Composite 1500 P&C (threshold 25th percentile=50%; target 50th=100%; 75th=max=200%), and (ii) cumulative Operating ROE (threshold 12%=50%; target 21%=100%; max 30%=200%); interpolated payout; death/disability pays target; retirement/good reason pro‑rata if prior year criteria met .
Governance & Pay Practices
- 2024 Say‑on‑Pay support: 85% favorable vote .
- Compensation governance “do’s/don’ts”: majority pay at risk; double‑trigger severance; clawback; independent consultant; no new tax gross‑ups; hedging prohibited; minimum holding periods; no option repricing .
- Peer group used in benchmarking (2024): 17 P&C insurers including RLI, Selective Insurance, Employers Holdings, Safety Insurance, Erie Indemnity, etc. .
Investment Implications
- Alignment: Annual incentives tied 70% to Non‑GAAP operating results and 30% to individual performance; 2024 achievement at 176% for corporate execs indicates strong operating rebound driving significant cash payout (near‑term cash comp weighted) . Long‑term PSUs use rigorous relative TSR/Operating ROE hurdles; 2022–2024 paid 0%, highlighting prior underperformance versus peers/book value growth—positive signal that equity awards are performance‑sensitive .
- Retention and CoC dynamics: Legacy severance (with double‑trigger and RSU acceleration) plus sizable unvested RSUs/PSUs suggest moderate retention lock‑in; however, RSU acceleration at CoC combined with legacy 280G/4999 gross‑up (red flag) could enrich exit packages, potentially diminishing net dilution mitigation and creating post‑deal selling pressure around vesting events .
- Ownership and skin‑in‑the‑game: Beneficial ownership remains <1%; required 3× salary ownership guideline applies; compliance status not disclosed. Anti‑hedging policy improves alignment; no pledging disclosure identified .
- Execution risk: Despite 2024 improvement, the zero payout on 2022–2024 PSUs (weak relative TSR/book value CAGR) underscores multi‑year execution risk in specialty lines; monitoring 2025 Operating Ratio‑based annual plan (shift from pure Non‑GAAP OI to underwriting efficiency + investment income) is key for forward comp‑performance linkage .
Note: Attempt to fetch Form 4 insider transactions via insider‑trades skill returned unauthorized; vesting and ownership insights above rely on proxy and 10‑K disclosures [insider-trades skill read].