ProAssurance Corporation
12/08/2025 | Press release | Distributed by Public on 12/08/2025 15:54
Management Change/Compensation (Form 8-K)
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
As previously disclosed, on March 19, 2025, ProAssurance entered into an Agreement and Plan of Merger (the "Merger Agreement") with The Doctors Company ("TDC"), a California-domiciled reciprocal inter-insurance exchange, and Jackson Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of The Doctors Company ("Merger Sub"), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into ProAssurance (the "Merger"). ProAssurance will continue as the surviving corporation in the Merger as a wholly owned subsidiary of The Doctors Company.
In connection with the Merger, the Company's named executive officers may become entitled to payments and benefits that may be treated as "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended. To mitigate the potential impact of Section 280G on the Company and such named executive officers, in accordance with the Merger Agreement, in consultation with TDC, our Compensation Committee approved payments to the named executive officers of approximately 80% of the annual cash incentive awards that it presently expects would otherwise be paid to these officers in early 2026. The Compensation Committee's decision reflected its assessment of the likelihood that the Company achieves the 2025 target performance metrics described in the Company's 2025 Proxy Statement, filed on April 11, 2025.
On December 5, 2025, the authorized payments to the Named Executive Officers were:
| Edward L. Rand, Jr. | Chief Executive Officer | $ | 998,400 | |||||
| Dana S. Hendricks | Chief Financial Officer | $ | 369,873 | |||||
| Jeffrey P. Lisenby | EVP / General Counsel | $ | 381,998 | |||||
| Kevin M. Shook | President, Eastern Alliance Insurance Group | $ | 348,098 | |||||
| Robert D. Francis | President, Medical Professional Liability | $ | 450,000 | |||||
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