Robert Francis
PROASSURANCEAbout Robert Francis
Robert D. Francis is President, Medical Professional Liability (MPL) at ProAssurance (PRA), serving as a Named Executive Officer with a release and severance agreement effective April 22, 2024 . In 2024, MPL segment underwriting improved materially, contributing to consolidated Non-GAAP operating income of $48.6 million, net income of $52.7 million, combined ratio improvement to 109.4, net investment income up 11.7% to $141 million+, and book value per share up 7.7% to $23.49 . His annual incentive metrics were tied to consolidated Non-GAAP operating results and MPL underwriting results, resulting in a 176% achievement vs. target for 2024 . Biographical details such as age and education are not disclosed in the proxy.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $543,269 | $604,808 |
| Annualized Base Salary as of Apr 1 ($) | — | $625,000 |
| Target Bonus (% of Salary) | 90% | 90% |
| Actual Annual Incentive Paid ($) | $289,753 | $990,000 |
| Actual Annual Incentive (% of Salary) | — | 158.4% |
Performance Compensation
Annual Incentive Plan (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Achieved Credit |
|---|---|---|---|---|---|---|
| Consolidated Non-GAAP Operating Results Improvement | 40% | $10M | $20–$40M | $55M | $68M | 80% (weighted) |
| MPL Underwriting Results Improvement | 30% | $8M | $15–$25M | $40M | $46M | 60% (weighted) |
| Individual Performance | 30% | — | — | — | 120% of target credit | 36% (weighted) |
| Total Achievement | — | — | — | — | — | 176% of target |
Notes:
- Francis’ 2024 bonus paid in cash was $990,000, corresponding to 158.4% of year-end 2024 salary .
Long-Term Equity Incentives
| Grant Year | Instrument | Grant Date | Target Shares (#) | Threshold/Max (#) | Grant-Date Fair Value ($) | Key Performance Metrics |
|---|---|---|---|---|---|---|
| 2024 | Performance Shares (PSUs) | 5/23/2024 | 26,294 | 13,147 / 52,588 | $383,104 | Relative Total Shareholder Return vs S&P 1500 P&C (25th/50th/75th pct → 50%/100%/200%) and Cumulative Non-GAAP Operating ROE (12%/21%/30% → 50%/100%/200%) |
| 2024 | RSUs | 5/23/2024 | 26,294 | — | $383,111 | Time-based; generally vests one-third per year over three years |
| 2022–2024 Cycle | PSUs (matured 12/31/2024) | — | — | — | — | Paid 0% (below threshold on both TSR and Book Value CAGR metrics) |
RSU vesting policy: since 2023, RSUs vest ratably one-third each year over the three-year grant period; performance shares vest based on three-year performance, with target payout at death/disability or upon change of control; RSUs are deemed fully earned upon change of control .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 15,973 shares; less than 1% of outstanding |
| RSUs Unvested (#) | 2022 grant: 7,771; 2023 grant: 6,452; 2024 grant: 26,294 |
| PSUs Target Unearned (#) | 2022 grant: 3,331; 2023 grant: 4,148; 2024 grant: 26,294 (assumes target) |
| Options | None outstanding (no options held) |
| Stock Ownership Guidelines | Presidents of operating segments must hold 3× base salary; compliance within five years; unvested awards not counted; one-year post-issue holding minimum for awards granted after 2010 |
| Hedging/Pledging | Hedging prohibited for executives; no pledging disclosure |
Employment Terms
| Aspect | Detail |
|---|---|
| Role & Agreement | President, Medical Professional Liability; Release and Severance Compensation Agreement effective April 22, 2024 |
| Severance (No CoC) | Cash severance equals 1× base salary ($625,000) + 1× average annual incentive ($560,984); medical benefits $11,280; outplacement $10,000; equity vesting $0; total $1,315,338 (as of 12/31/2024 scenario) |
| Severance (Within 2 years After Change of Control) | 2× base salary ($1,250,000) + 2× average annual incentive ($1,121,969); medical $16,920; outplacement $10,000; equity vesting $1,181,964; total $3,688,927 |
| Change of Control (No Termination) | Equity vesting $1,181,964; total $1,290,038 |
| Triggers | Double trigger for increased benefits (CoC plus qualifying termination); general release required; monthly installments; forfeiture on non-compete breach |
| Non-compete | Restricted period equals severance multiple (one to three years; for 2× severance, two years) |
| Clawback | SEC Rule 10D-1 compliant clawback (three-year lookback; applies to incentive-based compensation, no indemnification) effective Sept 6, 2023; embedded in 2024 Equity Incentive Plan |
| Deferred Compensation | Aggregate balance $320,525; 2024 executive contributions $60,481; registrant contributions $15,588; earnings $40,531 |
| Perquisites | Personal use of corporate aircraft $5,022 (incremental cost in 2024) |
Compensation Structure Notes
- Cash vs. Equity Mix: 2024 stock awards (RSUs + PSUs) grant-date value $766,215; non-equity incentive $990,000; salary $604,808 . PSUs for 2022–24 paid 0%, indicating higher long-term performance hurdles .
- Governance Practices: Double-trigger severance; no tax gross-ups in new agreements; independent consultant F.W. Cook engaged; peer group-based benchmarking .
Performance & Track Record
- MPL underwriting performance improved to $46M better than target ranges; renewal rate increases of ~10% achieved in a highly competitive MPL market .
- Company-level 2024 improvements: consolidated Non-GAAP operating income $48.6M; combined ratio 109.4%; net investment income +11.7%; book value per share +7.7%; net income $52.7M ($1.03/diluted) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay favorable: 85% .
- 2025 annual meeting: advisory approval of 2024 NEO compensation: For 38,143,958; Against 2,085,964; Abstain 39,841; 4,691,013 broker non-votes .
Equity Award Detail at Fiscal Year-End (Unvested)
| Grant Date | RSUs Unvested (#) | Market Value ($) | PSUs Target Unvested (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 2/22/2022 | 7,771 | $123,645 | 3,331 | $52,991 |
| 2/28/2023 | 6,452 | $102,651 | 4,148 | $65,995 |
| 5/23/2024 | 26,294 | $418,345 | 26,294 | $418,338 |
Investment Implications
- Retention/CoC Optionality: With ProAssurance’s announced merger agreement with The Doctors Company (March 19, 2025) and a forthcoming special shareholder meeting, Francis’ double-trigger severance and RSU/PSU acceleration create meaningful CoC economics if a qualifying termination occurs, potentially reducing voluntary departure risk pre-close but raising post-close payout optionality .
- Alignment: No options outstanding and substantial unvested RSUs/PSUs tie value realization to stock price and performance metrics; hedging is prohibited; no pledging disclosed, supporting alignment .
- Near-term Selling Pressure: RSUs vest ratably (for 2023+ grants) and 2022 RSUs vest after three years, creating recurring taxable events and potential open-window sales, though actual insider transactions are not disclosed here .
- Pay-for-Performance: 2024 cash incentive driven by Non-GAAP operating improvements and MPL underwriting outperformance; PSUs for 2022–24 paid 0%, indicating long-term hurdles remain stringent—positive for investors wary of low bars .
- Governance Support: Strong say-on-pay outcomes (85% in 2024; majority approval again in 2025) and robust clawback/ownership policies reduce compensation-related risk .