Maye Head Frei
PROASSURANCEAbout Maye Head Frei
Maye Head Frei (Age 54) has served as an independent director of ProAssurance Corporation since 2019 and is standing for re‑election as a Class III director for a term through 2028. She is the former Chairman of Ram Tool Construction Supply Company, where she led growth from under $30 million to nearly $1 billion in annual sales; she holds a B.A. in History from Yale University and studied at the Sorbonne in Paris . As Compensation Committee Chair, she authors the committee’s stockholder message and oversees pay-for-performance program design and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ram Tool Construction Supply Company | Chairman; various roles | 1997–2021 | Led growth from < $30M to nearly $1B in annual sales |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Birmingham Museum of Art | Chairman Emeritus | Ongoing |
| Highlands School | President, Board of Trustees | Ongoing |
| Women’s Foundation of Alabama | Treasurer | Ongoing |
| Hugh Kaul Foundation | Board Member | Philanthropic institution (> $80M invested locally) |
| Alabama Trails Foundation | Board Member | Ongoing |
Board Governance
- Committee assignments: Compensation Committee Chair; members are Maye Head Frei (Chair), Samuel A. Di Piazza, Jr., C.P.A., and Staci M. Pierce, J.D. (each independent; no interlocks) .
- Independence: The Board determined Ms. Frei is “independent” under NYSE rules; the proxy lists her among independent directors .
- Attendance and engagement: The Board held four meetings in 2024; each incumbent director attended all Board meetings and at least 75% of their committee meetings; all directors attended the May 22, 2024 annual meeting .
- Committee activity: Compensation Committee met four times in 2024 ; Audit Committee met eight times (Ms. Frei is not a member) .
- Election/tenure: Nominated as Class III director for a three‑year term expiring at the 2028 annual meeting .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Board Cash Retainer | 80,000 | Non‑management director annual retainer for 2024 |
| Compensation Committee Chair Fee | 12,250 | Additional annual retainer paid to Comp Committee Chair |
| Total Cash Fees (2024 for Frei) | 92,250 | Sum of cash retainer + chair fee reflected in her fees earned |
| Equity Awards (Stock) | 203,809 | Includes $95,000 fixed 2024 director equity grant (May 22, 2024) and $108,809 awarded in 2024 for services in 2023 due to cancellation/reversal of an invalid 2023 grant |
| Total Director Compensation (2024 for Frei) | 296,059 | No meeting fees; no non‑equity incentive; no perquisites disclosed |
- Director equity administration: Awards occur under the Director Deferred Stock Compensation Plan, valued at the NYSE closing price on the annual meeting date; directors may elect to defer receipt of shares until service ends; dividends on deferred shares accumulate and purchase additional shares; a director may request the Company purchase accumulated shares upon termination of board service (subject to Board approval) .
- 2023 grant correction: A grant of 7,468 shares reported May 24, 2023 was invalid due to administrative error and was canceled; no shares were issued as all directors had elected deferral; reversal occurred and compensation for 2023 services ($108,809) was awarded on May 22, 2024 .
Performance Compensation
| Metric Category | Directors |
|---|---|
| Annual cash bonus | None disclosed for directors |
| Performance‑based equity (PSUs/Options) | Director compensation delivered as stock awards under the Director Deferred Stock Compensation Plan; no performance‑contingent director awards disclosed |
| Hedging/holding policies | Anti‑hedging policy prohibits employees/directors from hedging Company stock; executives have minimum one‑year holding on stock awards; the Board has stock ownership guidelines for directors and executives (director thresholds not enumerated in proxy) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond PRA |
| Committee interlocks (Comp Committee) | None; Board states no interlocking relationships for Comp Committee members |
| Related-party customer/supplier ties | Not applicable to Ms. Frei; independence affirmed; related physician insurance relationships pertain to other directors and are within NYSE materiality thresholds |
Expertise & Qualifications
- Operational leadership: Grew Ram Tool into a near‑$1B revenue enterprise; experience in scaling operations and supply chain .
- Governance and community leadership: Multiple board roles in philanthropic and educational institutions .
- Education: B.A., Yale University; attended Sorbonne (Paris) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Maye Head Frei | 27,197 | <1% |
- Ownership alignment: Directors may defer share grants; dividends on deferred shares reinvest to acquire additional shares; anti‑hedging policy prohibits hedging; stock ownership guidelines apply to directors and executives (director threshold not detailed) .
Insider Trades (Director Form 4 activity)
| Filing Date | Form | Transaction Summary | Source |
|---|---|---|---|
| 2025‑05‑21 | Form 4 | Award under ProAssurance Director Deferred Stock Compensation Plan; exempt under Rule 16b‑3 (explanation of responses) |
Governance Assessment
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Strengths
- Independent director with demonstrated operating excellence and board leadership; chairs Compensation Committee and communicates pay philosophy and outcomes to shareholders .
- High engagement: full attendance at Board meetings and at least 75% of committee meetings; attendance at the annual meeting underscores engagement .
- Compensation oversight practices: independent Comp Committee; use of independent consultant; clawback policy; minimum holding period; anti‑hedging; double‑trigger cash severance for executives; historical strong say‑on‑pay outcomes (2020–2024: 87%, 96%, 97%, 94%, 85%) .
- Ownership alignment: director stock awards with optional deferral and dividend reinvestment; Frei holds 27,197 shares (<1%) .
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Watch items / red flags
- Administrative error in 2023 director grant (7,468 shares) later corrected via cancellation and reversal; not indicative of self‑dealing, but process control should remain an area of attention for the Compensation Committee and administration .
- Director stock ownership guideline thresholds for directors not enumerated in the proxy (executive multiples provided); clarity on director thresholds would enhance alignment transparency .
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Conflicts and related‑party exposure
- No related‑party transactions disclosed involving Ms. Frei; Board independence affirmed for Compensation Committee members; Nominating/Corporate Governance Committee oversees procedures for evaluating related‑party transactions .
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Implications for investors
- Frei’s chair role and consistent application of pay metrics (no adjustments in 2024) alongside robust governance practices support investor confidence in compensation oversight during a period of profitability improvement; NEO annual incentives paid per design, and 2022–24 LT equity paid 0% reflecting discipline .