Katisha Vance
PROASSURANCEAbout Katisha T. Vance, M.D.
Katisha T. Vance is an independent director of ProAssurance (PRA) serving since May 2017; she is a board-certified oncologist/hematologist at Alabama Oncology in Birmingham and previously served as President of the Jefferson County Medical Society. She earned her M.D. from the University of Alabama School of Medicine, completed internal medicine training at Baptist Health System (Birmingham), and a fellowship in medical oncology and hematology at UAB. Age 50 (as of April 11, 2025) with approximately 8 years of board tenure; she currently chairs the Nominating/Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jefferson County Medical Society | President (prior service) | Not disclosed | Local physician leadership; community engagement relevant to PRA’s healthcare customer base |
| Alabama Oncology (Birmingham Hematology & Oncology) | Oncologist/Hematologist; Partner | Ongoing | Clinical practice; alignment with PRA’s insured customer segment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | None disclosed | — | No other public boards disclosed for Dr. Vance |
Board Governance
- Independence: The Board determined Dr. Vance is independent under NYSE rules, after considering ordinary-course insurance purchases by her and Alabama Oncology that are below materiality thresholds.
- Committee assignments: Chair, Nominating/Corporate Governance Committee (members: Vance; F. Cobarrubias; S. Syphax). Not a member of Audit or Compensation Committees.
- Attendance and engagement: Board met 4 times in 2024; all incumbent directors attended all Board meetings and at least 75% of their committee meetings; all directors attended the May 22, 2024 annual meeting.
- Audit Committee activity: Audit Committee met 8 times in 2024; emphasizes financial controls, audit independence, and cybersecurity oversight (Vance is not a member).
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual non-management director retainer (2024) | $80,000 | Standard retainer for independent directors |
| Chair fee – Nominating/Corporate Governance (2024) | $10,000 | Committee chair retainer |
| Fees earned in cash – Vance (FY2024) | $90,000 | Reflects $80,000 base + $10,000 chair fee |
Performance Compensation
| Component | Grant/Date | Amount/Value | Structure | Notes |
|---|---|---|---|---|
| Director stock award (fixed-value equity) | May 22, 2024 | $95,000 per director | Granted in whole shares; value set by Compensation Committee; shares may be deferred under Director Deferred Stock Compensation Plan | Dividends on deferred shares accrue and purchase additional shares; distribution at end of service; optional repurchase at termination (Board approval) |
| Stock awards – Vance (FY2024) | FY2024 reported | $203,809 | Fixed-value equity | Includes $95,000 2024 grant and $108,809 awarded in 2024 for 2023 service due to cancellation/administrative correction of a 5/24/2023 grant entry; no shares were actually issued in 2023; credits reversed to deferred accounts; shares source: 2024 Equity Incentive Plan |
No options or performance share units are disclosed for directors; director equity is time-based fixed-value stock, with deferral features rather than performance metrics.
Performance Metric Table (Directors)
| Metric Category | Metric | Applied to Director Equity? | Detail |
|---|---|---|---|
| Financial | Revenue growth, EBITDA, TSR | No | Director equity awards are fixed-value grants; not performance-conditioned |
| ESG | ESG goals | No | Not disclosed as conditions for director awards |
Other Directorships & Interlocks
| Person | External Board(s) | Possible Interlocks |
|---|---|---|
| Katisha T. Vance | None disclosed | Partner at Alabama Oncology, an insured customer of PRA subsidiaries; see Related Party Transactions below |
Expertise & Qualifications
- Clinical expertise: Board-certified oncologist/hematologist; direct alignment with PRA’s healthcare professional liability insurance segment.
- Leadership: Prior President, Jefferson County Medical Society; adds local market perspective.
- Governance: Chair of Nominating/Corporate Governance Committee overseeing board composition, governance principles, ESG oversight, and evaluation processes; committee reviews related party transactions.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Katisha T. Vance | 30,058 | <1% (*) |
- Group ownership: All directors and executive officers (14 persons) collectively owned 619,348 shares (1.21%).
- Notes: Beneficial ownership excludes unvested RSUs/PSUs (executives); directors use deferred stock plan; anti-hedging policy prohibits hedging instruments for directors/employees.
Related Party Transactions (Conflict Review)
| Party | Relationship/Transaction | Amount | Period | Independence Outcome |
|---|---|---|---|---|
| Katisha T. Vance | Personal medical professional liability insurance purchased from PRA subsidiary | $9,757 (2022); $18,584 (2023); $11,401 (2024) | 2022–2024 | Below NYSE $1M/2% materiality; independence maintained; ordinary-course terms |
| Alabama Oncology (partner: Vance) | Practice medical professional liability insurance purchased from PRA subsidiary | $345,574 (2022–2023); $368,860 (2023–2024); $443,133 (2024–2025) | Policy years noted | Below materiality; independence maintained; ordinary-course underwriting/rates |
The Board applied a three-step independence review (including NYSE, ISS, Glass Lewis criteria) and concluded relationships do not preclude independence for Vance.
Compensation Committee Analysis (Context for Board Pay)
- Compensation Committee composition: Maye Head Frei (Chair), Samuel A. Di Piazza, Jr., and Staci M. Pierce; met 4 times in 2024; exclusively recommends CEO pay and director compensation; decisions subject to independent director ratification.
- Consultant usage: Bi-annual external review of director compensation against peers; informs committee recommendations.
- No interlocks: Committee members have no interlocking relationships requiring disclosure.
Stock Ownership Guidelines and Trading Policies
- Stock ownership guidelines: Board adopted ownership targets for directors and executives to align interests; executive targets disclosed (CEO 5x base salary; CFO/GC/Segment Presidents 3x), with 5-year compliance window; unvested awards/options excluded; 1-year post-issuance holding requirement for awards after 2010.
- Anti-hedging: Directors/employees prohibited from hedging PRA stock (e.g., collars, swaps).
Governance Assessment
- Strengths:
- Independent status affirmed despite ordinary-course insured relationships; transparent disclosure of premium amounts and policy conditions.
- Active governance role as Chair of Nominating/Corporate Governance overseeing board composition, ESG, evaluations, and related party review—a positive for board effectiveness.
- Consistent attendance (Board and committee) and participation at annual meeting—supports engagement.
- Director equity structured as fixed-value stock with deferral promotes long-term alignment; dividend reinvestment further builds ownership.
- Watch items / potential red flags:
- Related-party exposure via insurance purchases by Vance and her practice—while immaterial per NYSE thresholds, continued monitoring is prudent given PRA’s core business; ensure continued ordinary-course terms and independent committee oversight.
- Administrative error in 2023 director stock grant required cancellation and catch-up award in 2024; process controls have relevance for governance credibility—no shares were issued in 2023, but oversight on grant administration should remain tight.
Overall, Vance’s clinical expertise and governance leadership are additive to PRA’s board, with independence preserved and attendance strong; related-party transactions are disclosed and below materiality thresholds, mitigating conflict risk.