Scott Syphax
PROASSURANCEAbout Scott C. Syphax
Scott C. Syphax (age 61) has served as an independent director of ProAssurance (PRA) since May 2021 and is currently a Class III nominee with a term proposed to run through the 2028 annual meeting; he holds a B.S. from California State University, Sacramento . His background includes leadership in social enterprise real estate and management consulting, with current focus on healthcare, real estate, and financial services, and service on financially intensive boards such as the Federal Home Loan Bank of San Francisco . He previously served on NORCAL’s board as Chair of the Transactions Committee and member of the Executive and Investment Committees, indicating M&A and governance experience relevant to PRA’s business . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NORCAL (predecessor context in proxy) | Director; Chair, Transactions Committee | Not disclosed | Executive Committee; Investment Committee; governance and transactions oversight |
| The Nehemiah Companies | Chairman & CEO | Not disclosed | Led social enterprise and real estate development; managed Community Reinvestment Fund focused on underserved development and home down-payment assistance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syphax Strategic Solutions | President & CEO | Current | Management consulting across healthcare, real estate, financial services |
| Nehemiah Community Foundation | Chairman | Current | Sponsor of the Nehemiah Emerging Leaders Program (founded in 2009) |
| Federal Home Loan Bank of San Francisco | Director | Current | Financial institution board governance |
| Sacramento Regional Community Foundation | Director | Current | Community philanthropy governance |
Board Governance
- Committee assignments: Member, Nominating/Corporate Governance Committee (current members: Katisha T. Vance, M.D. – Chair; Fabiola Cobarrubias, M.D.; Scott C. Syphax) .
- Independence: Board determined Syphax is “independent” under NYSE standards .
- Attendance: In 2024 the Board met four times; each incumbent director attended all Board meetings and at least 75% of committee meetings on which they served; all directors attended the May 22, 2024 annual meeting .
- Committee activity levels: Nominating/Corporate Governance met 3 times in 2024 ; Compensation met 4 times in 2024 (members: Maye Head Frei – Chair; Samuel A. Di Piazza, Jr.; Staci M. Pierce) ; Audit met 8 times in 2024 (members: Kedrick D. Adkins, Jr. – Chair; Richard J. Bielen; Fabiola Cobarrubias) .
- Classification/term: Standing for election as Class III director in 2025 with term through 2028 .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 80,000 | Non-management director retainer; Syphax’s reported cash fees were $80,000 . |
| Committee chair/member fees | 0 | Audit Committee: Chair $20,000; members $12,500; Compensation Committee Chair $12,250; Nominating/Governance Chair $10,000; Syphax is a member (not Chair) of Nominating/Governance; no member fee disclosed for that committee . |
| Total cash | 80,000 | As reported in director compensation table . |
Performance Compensation
Directors receive equity grants with fixed grant-date values, administered via the Director Deferred Stock Compensation Plan; directors may elect to defer shares until board service ends, with dividends accruing and used to acquire additional shares; at termination, subject to Board approval, the Company may purchase granted/accumulated shares .
| Grant Date | Award Type | Grant Value ($) | Shares/Mechanics | Notes |
|---|---|---|---|---|
| May 22, 2024 | Common stock (deferred stock plan) | 95,000 | Shares calculated at NYSE closing price on grant date | Standard annual director grant amount fixed by Compensation Committee . |
| May 22, 2024 (for 2023 service) | Common stock (deferred stock plan) | 108,809 | Shares credited to deferred accounts; reversal of invalid 5/24/2023 grant; re-award on 5/22/2024 | 7,468-share 5/24/2023 grant cancelled due to administrative error; no actual shares issued; reversal then re-award value included in 2024 table . |
| 2024 total stock awards | — | 203,809 | — | Syphax’s stock awards column total for 2024 . |
RED FLAG: The May 24, 2023 equity grant was invalid due to an administrative error and required cancellation and reversal with re-award in 2024; while corrected, this indicates a process control lapse in equity award administration .
Other Directorships & Interlocks
| Entity | Relationship to PRA | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Federal Home Loan Bank of San Francisco (Director) | Unrelated financial institution | No PRA transactions disclosed; governance-only role | External role disclosed; no related-party transactions indicated . |
| Sacramento Regional Community Foundation (Director) | Unrelated community foundation | No PRA transactions disclosed | External role disclosed . |
| Nehemiah Community Foundation (Chairman) | Unrelated foundation | No PRA transactions disclosed | External role disclosed . |
| Syphax Strategic Solutions (President & CEO) | Private consulting firm | No PRA transactions disclosed | External role disclosed . |
Expertise & Qualifications
- Transactions and governance expertise from chairing NORCAL’s Transactions Committee and serving on Executive/Investment Committees .
- Financial governance through FHLB San Francisco board role; operational leadership in social enterprise real estate and consulting across regulated sectors (healthcare, financial services) .
- Academic credential: B.S., California State University, Sacramento .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Scott C. Syphax | 21,083 | <1% |
Notes:
- Table excludes unvested RSUs/performance shares; directors generally have no unexercised options per proxy notes .
- Directors have stock ownership guidelines; Board has adopted ownership targets for directors and executive officers to align interests, though director-specific multiples are not detailed in the cited section .
Governance Assessment
- Independence and attendance: Clear “independent” status and full Board attendance with committee participation thresholds met, supporting reliability of oversight; attendance at the 2024 annual meeting reinforces engagement .
- Committee role: Placement on Nominating/Corporate Governance aligns with his leadership and community experience; committee met three times in 2024, indicating ongoing involvement in board composition and governance standards .
- Compensation alignment: Mix is predominantly equity ($203,809) alongside base retainer ($80,000), consistent with shareholder alignment; deferral mechanics and dividend reinvestment maintain long-term orientation .
- Process integrity: The 2023 grant cancellation and 2024 re-award reflect a corrected administrative error; while remediated, it is a minor red flag for award administration controls that investors should monitor for recurrence .
- Conflicts/related-party exposure: No related-party transactions disclosed for Syphax; independence analysis highlights relationships for physician directors but not for Syphax, reducing conflict risk profile .
- Ownership: Beneficial ownership is modest (<1%), but equity retainer and ownership guidelines provide structural alignment; lack of disclosed pledging and presence of anti-hedging policy further supports alignment .
Overall, Syphax presents as an independent, engaged director with governance and transactions acumen and a standard, equity-heavy director pay structure; monitor equity award administration controls due to the 2023 grant issue, but no material conflicts are disclosed .