Sam Di Piazza Jr.

About Samuel A. Di Piazza, Jr.

Samuel A. Di Piazza, Jr., C.P.A. (age 74) is Vice Chairman of ProAssurance’s Board and has served as a director since January 2014; he is standing for election as a Class III director to serve through 2028 . He is an independent director under NYSE rules and brings deep financial and governance credentials as former Global CEO of PricewaterhouseCoopers (2001–2009), former Vice Chairman of Citibank’s Institutional Clients Group (2011–Feb 2014), and former Chairman of the Mayo Clinic Board of Trustees (Feb 2014–Feb 2021); he currently serves as Chairman of Warner Bros. Discovery (NASDAQ: WBD) .

Past Roles

External Roles

Board Governance

• Board service: Director since 2014; elected Board Vice Chairman in 2022; reclassified as Class III director nominee in 2025 .
• Independence: Board determined Di Piazza is independent under NYSE rules .
• Committees:
  • Compensation Committee member; committee met 4 times in 2024; uses independent consultant and has no interlocks .
  • Executive Committee Vice Chairman (members: Angiolillo Chair, Di Piazza Vice Chair, Rand); Executive Committee did not meet in 2024 .
• Attendance: Board held 4 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 .
• Leadership/Engagement: Independent Chairman (Angiolillo); independent directors held executive sessions with each quarterly Board meeting; no Lead Independent Director since May 2022 given independent Chair .

Fixed Compensation

Mix: Equity is the majority of total director compensation (stock awards $203,809 of $289,017) .

Performance Compensation

• Not used for directors. PRA compensates non-management directors via fixed cash retainers and time-based equity; no performance-based director metrics, options, or annual incentive plans are disclosed for directors .

Other Directorships & Interlocks

• Compensation Committee interlocks: Company discloses no interlocking relationships for committee members (includes Di Piazza) per federal securities laws .

Expertise & Qualifications

• CPA; extensive global audit and professional services leadership (PwC Global CEO) .
• Banking and institutional client management (Citi Vice Chair) .
• Healthcare governance leadership (Mayo Clinic Chairman/Trustee) .
• Public company board experience (current Chair of WBD) .
• Board notes his public company governance and leadership experience among desired qualifications .

Equity Ownership

• Director equity handling: Directors can defer stock awards; dividends on deferred shares are reinvested to acquire additional shares; distributions occur post-service, with potential company repurchase at termination subject to Board approval .
• Ownership guidelines: Board adopted stock ownership targets for directors and executive officers; specific multiples disclosed for executives (CEO 5x salary; CFO/GC/Presidents 3x), while director-specific multiple not enumerated in the proxy .
• Anti-hedging policy: Directors are prohibited from hedging company stock positions (e.g., collars, swaps, exchange funds) .
• Pledging: No pledging by directors is disclosed in the proxy; related party transactions are reviewed under formal procedures .

Governance Assessment

• Strengths:
  • Independence and attendance: Di Piazza is independent; attended all Board meetings with strong committee-level attendance standards .
  • Leadership depth: Vice Chairman of PRA Board; extensive external chairmanship/gov experience (WBD; Mayo) supports board effectiveness .
  • Committee governance: Compensation Committee uses independent consultant (FW Cook), maintains clawback compliance for executives, and discloses peer benchmarking and say‑on‑pay history (85% approval in 2024; multi-year support) .
  • Shareholder engagement: Independent Chair presides over quarterly executive sessions; transparent director compensation structure and deferral mechanics .
• Potential risks/monitoring items:
  • External commitments: Serving as Chairman of WBD is a significant responsibility; while no conflicts are disclosed, ongoing monitoring for potential interlocks/related-party exposure remains prudent .
  • Director ownership disclosure: The company states director ownership targets exist but does not disclose the specific multiple for directors; clarity on director guideline multiples and compliance status would further support alignment .
  • Aircraft personal use policy exists for executives and certain directors; policy sets hour limits and oversight—no personal aircraft use by Di Piazza is disclosed, but policy bears monitoring for optics and governance consistency .

Board Governance (Committee Detail)

Say‑on‑Pay & Shareholder Feedback

Related Party Transactions & Conflict Controls

• Independence screening: Board applies NYSE, ISS, and Glass Lewis criteria; concluded independence for Di Piazza and others; physician directors’ insurance purchases were below materiality thresholds and in ordinary course .
• Formal related-party procedures: Annual questionnaires, Compliance Officer review, committee evaluation for fairness and independence impact .
• Corporate aircraft personal use policy: Established governance, hour limits (CEO 50 hrs; aggregate 20 hrs for other authorized users), and approval controls .

Director Compensation Structure (Program Features)

• Cash retainer: $80,000 for non‑management directors; additional chair/committee retainers as disclosed (Independent Chair +$100,000; Audit Chair +$20,000; Audit members +$12,500; Compensation Chair +$12,250; Nominating/Gov Chair +$10,000) .
• Equity grant: $95,000 per director in 2024 under the Director Deferred Stock Compensation Plan; ability to defer and accrue dividends; 2023 grant correction recognized in 2024 ($108,809) .
• No meeting fees disclosed; equity issued from the 2024 Equity Incentive Plan .

Equity Ownership Alignment (Large Holders Context)

Director/Officer group beneficial ownership: 619,348 shares (1.21%) as a group; Di Piazza 40,880 shares (<1%) .

Compensation Committee Analysis (Context for Di Piazza’s Committee Service)

• Independent consultant: FW Cook engaged; independent under SEC Rule 10C‑1; peer group of 17 P&C peers used for 2024 decisions; benchmarking on assets, market cap, revenue .
• Policies: Clawback updated in 2023 to comply with SEC Rule 10D‑1; anti‑hedging policy prohibits director/employee hedging; double‑trigger severance for executives; no option repricing; no hedging permitted .

Governance Assessment Conclusion

Di Piazza’s credentials and independent status, coupled with his Vice Chair role and Compensation Committee membership, support PRA’s governance effectiveness. His majority‑equity director pay, anti‑hedging constraints, and robust related‑party review reduce conflict risk; no related‑party transactions tied to his external roles are disclosed. Monitoring is warranted around external chair responsibilities and clarification of director ownership guidelines/multiples to further strengthen alignment .