Staci Pierce
PROASSURANCEAbout Staci M. Pierce
Staci M. Pierce, J.D. (age 49) is an independent Class II director of ProAssurance (PRA), elected at the May 22, 2024 annual meeting to a term expiring at the 2027 annual meeting. She is CEO of Action Resources and previously served as General Counsel, Corporate Secretary, EVP of Corporate Development/Acquisition & Development; earlier she practiced law at Baker Donelson. Education: B.S. Computer Science & Math (Birmingham‑Southern), M.B.A. (University of Alabama), J.D. (Cumberland School of Law). Independence: the Board has affirmatively determined she is independent under NYSE rules. Attendance: all incumbent directors attended all Board meetings and at least 75% of their committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Action Resources | CEO; formerly General Counsel, Corporate Secretary, EVP Corporate Development/Acquisition & Development | Since 2015–present (joined 2015) | Multi-functional leadership across legal and corporate development |
| Baker Donelson | Attorney | Not disclosed | Commercial legal practice experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Action Resources | Chief Executive Officer | Private | Transportation and environmental services; Birmingham, AL |
No other public-company directorships are disclosed for Ms. Pierce in the 2025 proxy.
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class II; elected May 22, 2024; term to 2027 annual meeting |
| Independence | Independent director under NYSE standards |
| Committee memberships | Compensation Committee (member); current members: Maye Head Frei (Chair), Samuel A. Di Piazza, Jr., C.P.A., and Staci M. Pierce, J.D. |
| Committee independence finding | Compensation Committee members (Di Piazza, Frei, Pierce) have only their Board/committee roles with the Company; eligible under SEC/NYSE requirements |
| Attendance/engagement | Board met 4 times in 2024; all incumbent directors attended all Board meetings and at least 75% of their committee meetings; all directors attended the May 22, 2024 annual meeting |
Fixed Compensation (Director pay structure and actual 2024)
| Component | PRA Director Pay Structure (2024) | Ms. Pierce 2024 Actual |
|---|---|---|
| Annual cash retainer | $80,000 | $46,667 fees earned/paid in cash in 2024 (joined at 5/22/24) |
| Committee chair retainers | Audit Chair: $20,000; Compensation Chair: $12,250; Nominating/CG Chair: $10,000 | Not applicable (not a chair) |
| Committee member retainers | Audit member: $12,500 | Not applicable to Compensation Committee (no member fee disclosed) |
| Independent Chair retainer | $100,000 (in addition to director retainer) | Not applicable |
| Equity (annual grant) | $95,000 value in Common Stock at annual meeting date; directors may defer under Director Deferred Stock Compensation Plan | $95,000 stock award (granted 5/22/2024) |
| Total 2024 reported | — | $141,667 (cash $46,667 + stock awards $95,000) |
Notes:
- Director equity is fixed-value stock (not options/PSUs) delivered or deferred via the Director Deferred Stock Compensation Plan; dividends on deferred shares accumulate to purchase additional shares.
Performance Compensation (Directors)
| Feature | Detail |
|---|---|
| Performance-linked metrics | Not applicable for non-employee directors; director equity is a fixed-value annual stock grant (no PSU/option program for directors). |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public-company boards | None disclosed for Ms. Pierce in PRA’s proxy |
| Interlocks | Compensation Committee disclosed no interlocking relationships required under federal securities laws |
Expertise & Qualifications
- Operating executive experience (CEO, prior GC/EVP Corporate Development) in transportation/environmental services; five years prior law firm experience.
- Legal training (J.D.) and quantitative/technical background (B.S. in Computer Science & Math), plus MBA.
- Board places her on Compensation Committee; committee independence and remit include CEO pay, director compensation recommendations, equity/incentive plan oversight; independent consultant F.W. Cook engaged by committee.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Staci M. Pierce | 6,520 | <1% (as of March 24, 2025) |
| Company policies relevant to alignment | Anti-hedging policy prohibits employees and directors from hedging PRA stock; stock ownership guidelines are specified for executives; anti-hedging applies to directors. |
Say-on-Pay & Shareholder Feedback (context)
- Historical Say-on-Pay support: 2020: 87%; 2021: 96%; 2022: 97%; 2023: 94%; 2024: 85%.
- 2025 annual meeting (covering 2024 NEO pay): For 38,143,958; Against 2,085,964; Abstain 39,841; Broker non-votes 4,691,013.
- Ms. Pierce director election (2024): For 38,715,447; Withheld 4,096,086 (elected to a three-year term).
Related-Party Transactions & Conflicts
- The Board’s independence review found Compensation Committee members (including Ms. Pierce) had only Board/committee service relationships with the Company for independence purposes. No relationships were noted that would impair independence for Ms. Pierce.
- PRA’s “Transactions with Related Persons” policy sets procedures for identifying and evaluating related-party transactions for directors/officers; no Pierce-specific related-party transaction is disclosed.
Governance Assessment
- Strengths: Independent director; member of a fully independent Compensation Committee with use of an independent consultant (FW Cook) and clear remit; strong attendance; director equity paid in stock supports alignment; anti-hedging policy applies to directors.
- Potential watch items: Newer director (elected 2024) with relatively modest share ownership to date (6,520 shares as of 3/24/2025); monitor progression toward meaningful ownership via annual equity grants and any voluntary purchases; no disclosed conflicts, but as an active CEO of a private company, continue monitoring for any future related-party interactions per policy.