Richard Bielen
PROASSURANCEAbout Richard J. Bielen
Richard J. Bielen, C.P.A. (age 64) is an independent Class II director of ProAssurance (PRA), elected at the May 22, 2024 annual meeting and continuing in office through the 2027 term. He is President and CEO of Protective Life Corporation, with prior roles as Vice Chairman, COO, CFO, CIO, and Treasurer; earlier in his career he was Senior Vice President at Oppenheimer & Co. (1986–1991). He holds an MBA and BS from New York University and brings deep financial services expertise to PRA’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Protective Life Corporation | President & CEO; previously Vice Chairman, COO, CFO, CIO, Treasurer | Not disclosed | Senior financial leadership across functions |
| Oppenheimer & Co. | Senior Vice President | 1986–1991 | Capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Way of Central Alabama | Director | Not disclosed | Community leadership |
| Children’s of Alabama | Director | Not disclosed | Healthcare nonprofit governance |
Board Governance
- Independence: The Board determined Bielen is an “independent” director under NYSE rules .
- Committee assignments: Audit Committee member (Chair: Kedrick D. Adkins, C.P.A.) ; Board confirms his only relationship with PRA is board and committee service .
- Attendance and engagement: In 2024 the Board held 4 meetings; all incumbent directors attended all Board meetings and at least 75% of their committee meetings; all directors attended the May 22, 2024 annual meeting .
- Board leadership: Independent Chairman (Bruce D. Angiolillo); the Board does not designate a Lead Independent Director; independent director executive sessions were held with each quarterly Board meeting in 2024 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $53,958 | Partial-year cash fees following May 2024 election |
| Stock Awards | $95,000 | Annual director stock grant fixed by Compensation Committee at May 22, 2024 |
| Total | $148,958 | Sum of cash and equity |
Director compensation structure (standard, 2024):
- Annual Board retainer: $80,000
- Independent Chairman retainer: +$100,000
- Audit Committee: Chair +$20,000; Members +$12,500
- Compensation Committee Chair: +$12,250
- Nominating/Corporate Governance Chair: +$10,000
- Director Deferred Stock Compensation Plan: directors may defer stock awards; dividends accrue and purchase additional shares; shares paid from the 2024 Equity Incentive Plan pool .
Performance Compensation
| Element | Metric | Weight/Target | Outcome |
|---|---|---|---|
| Director equity grant | None (fixed-value stock award) | $95,000 grant value set on annual meeting date | Granted; deferrable under Director Deferred Stock Compensation Plan |
PRA does not disclose performance-based metrics for non-employee director compensation; director equity is granted as fixed-value stock awards, with deferral and dividend accrual features but no TSR/ROE performance conditions .
Other Directorships & Interlocks
- Public company boards: Not specifically disclosed for Bielen at PRA; Board notes that Adkins, Bielen, and Di Piazza have served or currently serve on publicly traded company boards generally .
- Committee interlocks: None disclosed for Bielen; Compensation Committee disclosures report no interlocking relationships among members (Bielen is not a member) .
Expertise & Qualifications
- Credentials: C.P.A.; MBA and BS from NYU .
- Audit Committee qualifications: Board found Audit Committee members (including Bielen) “financially literate” under NYSE rules; Audit Committee chaired by an SEC-designated “financial expert” (Adkins) .
- Sector experience: 35+ years in financial services leadership roles; Board highlights public company governance experience across Adkins, Bielen, and Di Piazza .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Richard J. Bielen | 6,520 | <1% |
- Counting methodology: Shares reflect beneficial ownership; excludes unvested RSUs/performance shares; no executive officer stock options outstanding (director option data not disclosed) .
- Anti-hedging: PRA prohibits directors and employees from hedging or offsetting declines in PRA stock value via derivatives .
- Director stock program: Deferral optional; dividends accrue to buy additional shares; distribution upon end of service, with Board-approved purchase option at termination .
Governance Assessment
- Independence and conflicts: Bielen is independent; Board identified no related-party transactions or material relationships affecting his independence; his only relationship is service on the Board/Audit Committee .
- Committee effectiveness: Audit Committee membership plus financial literacy support Board risk oversight and financial reporting quality; Audit Committee met eight times in 2024, demonstrating active oversight cadence .
- Engagement: Documented full Board attendance and required minimum committee attendance; quarterly independent director executive sessions institutionalize oversight without management present .
- Alignment: Director pay mix in 2024 includes fixed cash and a standard equity grant; deferral and dividend accrual features encourage longer-term alignment; Bielen holds 6,520 shares (<1%), reasonable given mid-2024 election timing .
- Shareholder signals: Say-on-pay support remained high but moderated in 2024 (85% favorable), suggesting overall investor confidence with ongoing scrutiny of pay practices .
Red flags: None disclosed regarding related-party transactions, hedging/pledging, option repricing, or attendance shortfalls for Bielen; PRA’s policies prohibit hedging and maintain a clawback for executive incentive compensation (directors do not have performance-linked awards) .