Kevin Shook
PROASSURANCEAbout Kevin Shook
Kevin M. Shook is President of Eastern Alliance Insurance Group (ProAssurance’s Workers’ Compensation segment), promoted effective May 13, 2019 after serving as Eastern’s Executive Vice President and formerly its Chief Financial Officer . His annual incentive metrics are weighted toward consolidated non-GAAP operating results (40%), individual performance (30%), and Workers’ Compensation underwriting results (30%), with 2024 achievement at 134% of target for his role . Company performance in 2024 improved: consolidated combined ratio to 109.4%, non-GAAP operating income of $48.6M ($0.95 per diluted share), net investment income +11.7% to $141M, book value per share to $23.49, and net income of $52.7M ($1.03 per diluted share) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eastern Alliance Insurance Group (PRA subsidiary) | Executive Vice President; formerly Chief Financial Officer | Pre-2019 → 2019 | Promoted to President of Eastern; leadership transition in Workers’ Compensation segment |
| Eastern Alliance Insurance Group (PRA subsidiary) | President | May 13, 2019 → present | Leads Workers’ Compensation and Segregated Portfolio Cell Reinsurance segments |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary Paid ($) | 463,609 | 468,398 | 479,947 |
| Annualized Base Salary at Year-End ($) | 469,650 (as of 4/1/2023) | 469,650 (as of 4/1/2023) | 483,740 (as of 4/1/2024) |
| Target Annual Incentive (% of Salary) | 90% | 90% | 90% |
| Non-Equity Incentive Paid ($) | 439,634 | 189,548 | 583,390 |
| Other Compensation ($) | 45,616 | 52,103 | 55,165 |
| Perquisites ($, included in Other) | 25,383 | 25,383 | 26,405 |
Performance Compensation
Annual Incentive Mechanics (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Credit Achieved |
|---|---|---|---|---|---|---|
| Consolidated Non-GAAP Operating Results Improvement | 40% | $10M | $20–$40M | $55M | $68M | 80% |
| Individual Performance (Workers’ Compensation) | 30% | N/A | N/A | N/A | 80% of target | 24% |
| Underwriting Results Improvement (Workers’ Compensation) | 30% | $3M | $8–$18M | $25M | $12M | 30% |
| Total Achievement | — | — | — | — | — | 134% |
Equity Awards and Vesting
| Award Type | Grant Date | Shares (Target) | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Performance Shares (PSUs) | 2/22/2022 | 9,084 | $225,000 | 3-year performance period; payable if criteria met; target paid upon death/disability; prorated on retirement/good reason with prior-year achievement |
| RSUs (LTI) | 2/22/2022 | 9,084 | $225,000 | Vest after 3 years or upon death/disability/good reason; cash+stock settlement equal to market value at vest |
| PSUs | 2/28/2023 | 11,941 | $237,500 | 3-year performance period; same terms |
| RSUs (LTI) | 2/28/2023 | 11,941 | $237,500 | 3-year time-based vest; same terms |
| PSUs | 5/23/2024 | 23,058 | $335,956 | 3-year performance period; same terms |
| RSUs (LTI) | 5/23/2024 | 23,058 | $335,959 | 3-year time-based vest; same terms |
2022–24 PSU cycle paid 0% due to below-threshold TSR and CAGR in book value, eliminating LTI payouts for executives (including Shook) for that cycle .
Recent Vesting (Cash/Stock Settled)
| Event | Shares Vested | Value Realized ($) |
|---|---|---|
| 2024 RSUs vested | 12,106 | 149,630 |
| 2023 RSUs vested | 6,116 | 121,647 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/24/2025) | 39,027 shares; less than 1% of shares outstanding; excludes unvested RSUs/PSUs; no stock options outstanding |
| Unvested RSUs at FYE 2024 | 9,084 (2022 grant), 7,961 (2023 grant), 23,058 (2024 grant) |
| Target PSUs Unearned at FYE 2024 | 9,084 (2022 grant), 11,941 (2023 grant), 23,058 (2024 grant) |
| Stock Ownership Guidelines | Presidents of operating segments must hold 3× base salary; five-year compliance window; one-year holding period on stock awards; anti-hedging policy prohibits hedging transactions |
| Options | No executive officers hold unexercised stock options |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Type | Release and Severance Compensation Agreement, effective May 13, 2019 |
| Severance (Involuntary w/o Cause or Good Reason) | Cash severance equal to current base salary plus average annual incentive (prior 3 years) |
| Severance (After Change of Control) | Double the above (salary + average incentive) under double-trigger (termination w/o cause or good reason post-CoC) |
| Non-Compete | 1–3 years tied to severance multiple; severance paid monthly during restricted period; payments cease if covenant breached |
| Tax Gross-Up | No new agreements with 280G/4999 excise tax gross-up; Shook’s agreement does not include gross-up (Lisenby’s legacy agreement does) |
| Equity Vesting on Termination/CoC | RSUs vest at 3 years or accelerated upon change of control or specific terminations; PSUs pay at target on death/disability; prorated if retirement/good reason with prior-year achievement |
Estimated Payments if Event Occurred 12/31/2024 (Illustrative from Proxy)
| Scenario | Cash Severance – Salary ($) | Cash Severance – Avg Incentive ($) | Equity Vesting ($) | Deferred Comp ($) | Medical ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Retirement/Voluntary Termination | — | — | 480,239 | 157,705 | — | — | 637,944 |
| Death/Disability | — | — | 1,339,390 | 157,705 | — | — | 1,497,095 |
| Involuntary Termination | 483,740 | 404,191 | — | 157,705 | 29,162 | 10,000 | 1,084,798 |
| Involuntary After Change of Control | 967,480 | 808,381 | 1,339,390 | 157,705 | 43,743 | 10,000 | 3,326,699 |
| Change of Control (no termination) | — | — | 1,339,390 | 157,705 | — | — | 1,497,095 |
Deferred Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Executive Contributions ($) | 8,060 | 8,060 |
| Company Contributions ($) | 6,920 | 8,060 |
| Aggregate Earnings ($) | 24,993 | 20,056 |
| Year-End Balance ($) | 193,334 | 229,510 |
Say-on-Pay & Shareholder Feedback
- Historical say-on-pay favorable vote outcomes: 2020 87%, 2021 96%, 2022 97%, 2023 94%, 2024 85% .
- 2025 Annual Meeting advisory approval of 2024 NEO compensation: For 38,143,958; Against 2,085,964; Abstain 39,841; 4,691,013 broker non-votes .
| Proxy Year | Favorable Vote (%) |
|---|---|
| 2020 | 87 |
| 2021 | 96 |
| 2022 | 97 |
| 2023 | 94 |
| 2024 | 85 |
Additional Governance and Policies
- Stock ownership guidelines: CEO 5× salary; CFO/GC/Presidents 3× salary; five-year compliance window; one-year minimum holding period on stock awards .
- Anti-hedging policy prohibits employees/directors from hedging company stock .
- Compensation governance practices: double-trigger severance, clawback on cash and equity, no stock option repricing, no tax gross-ups in new executive agreements .
Investment Implications
- Alignment and pay-for-performance: Shook’s 2024 cash incentive was 120.6% of salary (earned 121% vs 90% target), reflecting strong improvement in consolidated operating results and WC underwriting performance; however, 2022–24 PSUs paid 0%, demonstrating long-term at-risk pay discipline and sensitivity to TSR/book value metrics .
- Retention/CoC dynamics: Double-trigger severance (2× salary+average incentive) and accelerated vesting treatment for equity upon certain events could raise near-term retention costs if the pending acquisition closes, but supports stability through integration .
- Insider selling pressure: Time-based RSUs vest on 3-year schedules with a mandated one-year holding period on stock awards, and anti-hedging restrictions reduce short-term sell pressure; options are not in use for executives, limiting forced exercises .
- Segment execution: WC segment achieved target credit on underwriting results and contributed to consolidated non-GAAP improvement, with documented initiatives in systems, PPO/therapy networks, and AI tools—supportive of continued operating ratio focus in 2025 plan design .