AMERISAFE (AMSF) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

AMERISAFE, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

April 26, 2024

Dear AMERISAFE Shareholder:

You are cordially invited to attend the annual meeting of shareholders of AMERISAFE, Inc. The meeting will be held on Friday, June 7, 2024, beginning at 9:00 a.m. CDT at our corporate headquarters, which are located at 2301 Highway 190 West in DeRidder, Louisiana 70634.

Information about the meeting, including the nominees for election as directors and the other proposals to be considered is presented in the following notice of annual meeting and proxy statement. At the meeting, management will report on the Company’s operations during 2023 and comment on our outlook for the remainder of 2024. The report will be followed by a question and answer period.

We hope that you will attend the annual meeting. It is important that your shares be represented. Accordingly, please vote using the internet or telephone procedures described on the proxy card or sign, date and promptly mail the enclosed proxy card in the enclosed pre-addressed, postage-paid envelope.

We look forward to seeing you at the meeting on June 7th.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on June 7, 2024

The 2024 annual meeting of shareholders of AMERISAFE, Inc. (the “Company”) will be held on June 7, 2024, beginning at 9:00 a.m. CDT at the Company’s corporate headquarters, which are located at 2301 Highway 190 West in DeRidder, Louisiana 70634. The meeting will be held for the following purposes:

Information concerning the matters to be voted upon at the meeting is set forth in the accompanying proxy statement. Also enclosed is the Company’s annual report for the year ended December 31, 2023. Holders of record of the Company’s common stock as of the close of business on April 17, 2024 are entitled to notice of, and to vote at, the meeting.

If you plan to attend the meeting and will need special assistance or accommodation, please describe your needs on the enclosed proxy card.

DeRidder, Louisiana

April 26, 2024

TABLE OF CONTENTS

AMERISAFE, Inc.

2301 Highway 190 West

DeRidder, Louisiana 70634

PROXY STATEMENT

This proxy statement provides information in connection with the solicitation of proxies by the Board of Directors (the “Board”) of AMERISAFE, Inc. (the “Company”) for use at the Company’s 2024 annual meeting of shareholders or any postponement or adjournment thereof (the “Annual Meeting”). This proxy statement also provides information you will need in order to consider and act upon the matters specified in the accompanying notice of annual meeting. This proxy statement and the enclosed proxy card are being mailed to shareholders on or about May 2, 2024.

Record holders of the Company’s common stock as of the close of business on April 17, 2024 are entitled to vote at the Annual Meeting. Each record holder of common stock on that date is entitled to one vote at the Annual Meeting for each share of common stock held. As of April 17, 2024, there were 19,135,008 shares of common stock outstanding.

You cannot vote your shares unless you are present at the Annual Meeting or you have properly executed your proxy. You can vote by proxy in one of three convenient ways:

You may revoke your proxy at any time prior to the vote at the Annual Meeting by:

Unless revoked as described above, all properly executed proxies will be voted at the Annual Meeting in accordance with your directions on the proxy. If a properly executed proxy gives no specific instructions, the shares of common stock represented by your proxy will be voted:

If you own shares of common stock held in “street name” and you do not instruct your broker how to vote your shares using the instructions your broker provides you, your shares will be voted in the ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for 2024, but not for any other proposal. To be sure your shares are voted in the manner you desire, you should instruct your broker how to vote your shares.

Holders of a majority of the outstanding shares of the Company’s common stock must be present, either in person or by proxy, to constitute a quorum necessary to conduct the Annual Meeting. Abstentions and broker non-votes are counted for purposes of determining a quorum and are considered present and entitled to vote.

The following table sets forth the voting requirements, whether broker discretionary voting is allowed and the treatment of abstentions and broker non-votes for each of the matters to be voted on at the Annual Meeting.

The Company pays the costs of soliciting proxies. We have engaged Georgeson, Inc. to serve as our proxy solicitor for the Annual Meeting at a base fee of $10,000 plus reimbursement of reasonable expenses. Georgeson will conduct our broker search, solicit banks, brokers, institutional investors and hedge funds to determine voting instructions, monitor voting and deliver executed proxies to our voting tabulator. Our employees also may solicit proxies by telephone or in person. However, they will not receive additional compensation for soliciting proxies. The Company may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of these proxy materials to the beneficial holders and to request instructions for the execution of proxies. The Company may reimburse these persons for their related expenses. Proxies are solicited to provide all record holders of the Company’s common stock an opportunity to vote on the matters to be presented at the Annual Meeting, even if they cannot attend the meeting in person.

PROPOSAL 1

ELECTION OF DIRECTORS

At the Annual Meeting, two directors will be elected to serve three-year terms expiring at our annual meeting of shareholders in 2027. This section of the proxy statement contains information relating to the director nominees and the directors whose terms of office continue after the Annual Meeting. The director nominees were selected by the Nominating and Corporate Governance Committee, or NCG Committee and approved by the Board for submission to the shareholders. The nominees for election are Philip A. Garcia and Randall E. Roach each of whom currently serves as a director.

The Board recommends a vote “FOR” the election of each of the nominees.

Nominees to be elected for terms expiring at the Annual Meeting in 2027

Current directors whose terms expire at the Annual Meeting in 2025

Current Directors whose terms expire at the Annual Meeting in 2026

PROPOSAL 2

ADVISORY VOTE TO APPROVE THE COMPANY’S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are submitting the compensation of our named executive officers as disclosed in this proxy statement to our shareholders for an advisory vote (commonly referred to as a "say-on-pay" vote). Our Board has adopted a policy to hold annual advisory votes on executive compensation each year, and our next such advisory vote is expected to occur at our 2025 annual meeting for shareholders.

We encourage shareholders to review the information regarding our compensation practices and decisions as described below under the heading “Compensation Discussion and Analysis.” We seek to offer our employees, including our named executive officers, a competitive pay package that rewards individual contributions, performance and experience with our Company, while aligning the interests of our executive officers and other key employees with those of the Company’s shareholders. The Compensation Committee sets compensation in this manner to help ensure that our compensation practices do not put the Company at a disadvantage in attracting and retaining executives and other employees, while also helping to ensure a competitive cost structure for our Company.

The vote on this proposal is not intended to address any specific element of compensation. Rather, the vote relates to the compensation of our named executive officers, as described under the headings “Compensation Discussion and Analysis” and “Executive Compensation” in this proxy statement. The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the Compensation Committee. However, the Compensation Committee expects to consider the outcome of this advisory vote in evaluating whether any actions are appropriate with respect to our compensation programs for our named executive officers. We are asking shareholders to approve the following resolution:

"RESOLVED, that the shareholders approve the compensation of the company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, compensation tables and any related material disclosed in this proxy statement."

The Board recommends a vote “FOR” the approval of the compensation of our named executive officers.

PROPOSAL 3

RATIFICATION OF APPOINTMENT OF

ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024

The Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024. The Board is asking shareholders to ratify this appointment. SEC regulations and the Nasdaq listing requirements require the Company’s independent registered public accounting firm to be engaged, retained and supervised by the Audit Committee. However, the Board considers the selection of an independent registered public accounting firm to be an important matter to shareholders. Accordingly, the Board considers a proposal for shareholders to ratify this appointment to be an opportunity for shareholders to provide input to the Audit Committee and the Board on a key corporate governance issue.

Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will be offered the opportunity to make a statement if they so desire. They will also be available to respond to appropriate questions. For additional information regarding our independent registered public accounting firm, see “Independent Public Accountants.”

The Board recommends a vote “FOR” the ratification of Ernst & Young LLP

as the Company’s independent registered public accounting firm.

THE BOARD, ITS COMMITTEES AND ITS COMPENSATION

Board of Directors

The Board presently consists of seven non-employee directors and one employee director. The Board is divided into three classes, with each class serving three-year terms. The term of one class expires at each annual meeting of shareholders.

Director Compensation

The elements of compensation payable to our non-employee directors in 2023 are briefly described below.

(1) In 2023, the Chair of Risk Committee did not receive additional compensation for service as Chair of Risk Committee.

Committee Chairs do not receive annual cash retainers for being members of the committees they chair. Directors do not receive additional compensation for serving as committee members of the Risk Committee. The Company reimburses directors for reasonable out-of-pocket expenses incurred in connection with their service as directors. Any director who is an employee of the Company does not receive additional compensation for serving as a director.

The amount of restricted stock granted to each non-employee director is equal to $75,000 divided by the closing price of our common stock on the date of the annual meeting of shareholders at which the non-employee director is elected or continues to be a member of the Board. The shares of restricted stock granted to non-employee directors generally vest at the next annual meeting of shareholders. If a non-employee director is first elected or appointed to the Board at a time other than at an annual meeting of shareholders, the non-employee director is awarded a prorated initial restricted stock grant at that time. Awards to non-employee directors are made under the Non-Employee Director Restricted Stock Plan (the "Non-Employee Director Plan").

On June 9, 2023, each non-employee director was granted 1,408 shares of restricted stock.

2023 Director Compensation

The following table provides information regarding the compensation of our non-employee directors for the year ended December 31, 2023.

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Non-Employee Director Stock Ownership and Retention Guidelines

Our Board recognizes that ownership of common stock is an effective means to align the interests of our directors with those of our shareholders. The following is a summary of our stock ownership and retention guidelines for our non-employee directors.

Non-Employee Director Stock Ownership Guidelines. Non-employee directors are expected to acquire and hold during their Board service shares of our common stock equal in value to at least three times the annual cash retainer paid to our directors, or $150,000. Non-employee directors have five years from their initial election to the Board to meet these ownership guidelines.

Non-Employee Director Retention Guidelines. Directors are expected to continuously own sufficient shares to meet the guidelines once attained. Until a director satisfies the ownership guidelines, the director will be required to hold 75% of the shares of common stock received from any equity award, net of any shares used to pay the tax withholding. If a director attains compliance with the stock ownership guidelines and subsequently falls below the guidelines because of a decrease in the price of our common stock, the director will be deemed in compliance provided that the director retains the shares then held. All of our current directors satisfy these ownership guidelines other than Mr. Greer who joined the board in March 2022.

The following table provides the equity ownership of each of our non-employee directors as of December 31, 2023, measured in dollars. Ownership was calculated based on a price of $46.78 per share, the closing price of the Company’s common stock on December 29, 2023, the last trading day of the year.

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Corporate Governance

The Board and senior management of the Company believe that one of their primary responsibilities is to promote a corporate culture of accountability, responsibility and ethical conduct throughout the Company. Consistent with these principles, the Company has, among other things, adopted:

Our corporate governance guidelines, code of business conduct and ethics, committee charters, majority voting and director resignation policy and certain other governance policies are available on the Company’s website (www.amerisafe.com) in the Investors section. Copies of these documents are also available upon written request to the Company’s Secretary. The Company will post information regarding any amendment to, or waiver from, its code of business conduct and ethics on its website in the Investor Relations section.

Management regularly meets with shareholders and potential investors. In those meetings, investors and shareholders express their views regarding the Company’s executive compensation practices and corporate governance policies. Management reports to the Board and the NCG Committee regarding the discussions at these meetings. The NCG Committee and the Board periodically review the Company’s corporate governance policies and practices. Based on these reviews, input from shareholders and recommendations from the NCG Committee, the Board adopts changes to policies and practices that it believes are in the best interests of the Company, including complying with any new SEC or Nasdaq listing requirements.

The NCG Committee periodically reviews the Company’s corporate governance policies, taking into consideration, among other things, the views of our shareholders and developments in the governance practices of other public companies.

Corporate Responsibility

AMERISAFE is defined by its corporate culture of helping to provide security for employers and their injured employees through the insurance coverage and services we offer, by paying claims to injured workers promptly and fairly during their time of need, by encouraging and supporting our employees to be actively engaged in the communities in which they live, investing in our employees and minimizing the impact we have on the environment. AMERISAFE manages its business with the goal of responsibly delivering long-term value to all of the Company’s stakeholders by adhering to the philosophy that good stewardship is good business.

Our NCG Committee is primarily responsible for oversight of the Company's policies and disclosures related to environmental, safety, corporate social responsibility, and corporate governance matters and coordinates with the Risk Committee with respect to such risks as appropriate. Our Compensation Committee is responsible for oversight of human capital and diversity, equity, and inclusion matters. We publish sustainability disclosures on our website aligned with both the Sustainability Accounting Standards Board (SASB) Insurance Industry Standard and the Task Force on Climate - related Financial Disclosure (TCFD) framework. In 2022, we published our inaugural Sustainability Report, which followed and expanded upon our initial SASB and TCFD framework disclosures. We encourage shareholders to visit the Sustainability section of our website (www.amerisafe.com) to view our Sustainability Report.

Below are highlights regarding our sustainability practices.

Workforce Inclusion. With the support of our Board of Directors, we are committed to enhancing diversity at AMERISAFE. We strive to promote inclusion through our Company values and behaviors, and aim to lead by example. The unique differences of each individual are representative of our exceptional workforce, where service to each other is the foundation of service to our customers. Two of our eight directors are women, one director is African American and one director is Hispanic. Approximately 62% of our current workforce is female and 38% male. Women represent 54% of AMERISAFE’s leadership (defined as vice president level and above), including our CEO. In terms of racial and ethnic diversity, we believe our workforce and board demographics are representative of our geographic location, but we remain focused on enhancing our diversity, equity and inclusion strategy. Further, we train our employees on diversity, equity and inclusion, unconscious bias and workplace harassment.

Sustainability Factors in Investment Management Strategies. We are heavily regulated, and our investment policy statement must comply with applicable laws. Our Board has established an investment strategy governing our investments, which is reviewed at least annually. The principal objectives of our investment strategy are to preserve capital and surplus and to maintain appropriate liquidity for corporate requirements. Our Board understands the importance of sustainability factors in our investment policy and works with our management-level investment committee to assess and incorporate relevant considerations into our investment strategy.

Environmental. As a monoline workers' compensation insurer, we do not have the same exposure to weather-related events as property and casualty insurers. Currently, our Enterprise Risk Management program, led by our Chief Risk Officer, assesses climate-related risks in terms of the potential impact on the industries of our policyholders and their employees. However, given our focus on high-risk industries,

we recognize the need to take into account certain geographic metrics in assessing our exposure to climate related factors as they affect the risks we insure. In addition, we recognize we have some operational risk in light of our Louisiana headquarters and have an internal Disaster Recovery Plan in place to mitigate this risk.

The Communities We Serve. We actively engage and support local communities through numerous charitable and social organizations in the communities in which we operate. We believe that this commitment helps in our efforts to attract and retain employees. To encourage a culture of giving back to communities in which we operate, the Company allows all employees paid time off for volunteer activities. In 2023, AMERISAFE volunteers spent a total of 323 paid hours volunteering.

In 2022, we launched an Impact Committee to help the company focus our charitable giving and corporate volunteering efforts. The Impact Committee is comprised of employees at various levels of the company, different departments, and locations. It is responsible for selection of recipients of monetary donations over the course of each calendar year, as well as coordinating volunteer opportunities for employees to engage within the communities we serve.

Protecting the People We Serve. Protecting the people we serve is what matters most. We employ Field Safety Professionals or FSPs with first-hand experience in the industries that we underwrite. With FSPs deployed around the country, we strive to ensure that workers are safe by providing a clear observation of safety practices with verbal and written recommendations for improvement. Even prior to underwriting a policy, we conduct thorough safety visits that focus on a policyholder’s operations, loss exposures and existing safety controls to prevent potential losses. Our safety visits consider employee experience, turnover, training, previous loss history and corrective actions, workplace conditions, equipment conditions and the use of fall protection, respiratory protection or other safety devices. In 2023, 93.4% of new voluntary business policyholders were subject to a pre-quote safety inspection which assists in loss prevention.

In addition to these in-person safety trainings, we provide our policyholders with online resources for education and training that are available 24/7. We believe our safety visits and safety training help protect workers and prevent catastrophic workplace accidents. Employers value us for being their safety partners and our agents value the depth of our safety resources. Our mission of providing quality insurance services to our customers is reflective of our commitment to the health and safety of our employees and policyholders.

One of the best performance indicators of our Safety Department and initiatives is the growing number of AMERISAFE policyholders reaching multi-year milestones with no reportable claims. At year-end 2023 we awarded 445 policyholders with safety awards for 5, 10, 15, or 20 years without claims.

Customer-focused Approach. We are proud of our personal, high-touch model with policyholders. In the event of a claim, our adjusters are on the ground working with injured workers generally within 48 hours of the filed claim. We are physically there to represent the injured worker, walk them through the claims process, and improve the quality of their outcomes. One adjuster is solely responsible for each injured worker and the claim loads of our adjusters are less than half that of other peers. To further ensure the best experience possible for the policyholder and injured worker, our claims adjusters are supported by Nurse Case Managers and other knowledgeable resources so the adjuster can be dedicated to the needs of the injured worker. Our customer-focused approach allows us to provide high quality of service focused on expedient recovery and early return to work. Our customer retention rate is over 90%.

Our Employees. The retention, growth, and development of our employees is critical to our success. We believe our average employee tenure of 10.8 years speaks to our successful efforts on these fronts.

We are committed to the health, safety and wellness of our employees, as the success of our business is fundamentally connected to the well-being of our people. Our benefit offerings are designed to meet the varied and evolving needs of a diverse workforce.

We provide employees with a 401K plan with company matching contributions, health insurance plans, dental, vision and other employee benefits. We also provide employees time off for annual wellness exams, a floating holiday and leisure day, reimbursements of health club memberships, confidential counseling services, regular wellness luncheons and an annual health fair to promote a culture of wellness. The Company has also established an endowment to provide scholarships to dependents of our employees and members of the community in which we do business, recognizing the importance of educating future generations. We maintain a partnership with the Baton Rouge Area Foundation to provide tax-free assistance to employees that have experienced a catastrophic event through an employee assistance fund. In addition to funding provided by the Company, this fund also allows employees to make a monetary donation to assist their fellow employees.

In 2023, we conducted an employee engagement survey, during which employees generally expressed that they believe they have resources and training needed to do their jobs, and that their roles made good use of their skills and abilities.

Board Leadership

The Board has appointed Jared A. Morris as Chairman of the Board. As Chairman, his key responsibilities include:

Our Corporate Governance Guidelines do not require that the roles of Chairman of the Board and Chief Executive Officer be held by different persons, as the Board believes that effective board leadership structure depends on the experience, skills and personal interaction among individuals in leadership roles. These leadership roles are currently filled separately by our non-executive Chairman of the Board, Jared A. Morris, and by our Chief Executive Officer, G. Janelle Frost. The Board believes this leadership structure affords the Company an effective combination of management and non-management experience, continuity and independence that currently serves the Board and the Company well.

Director Independence and Attributes

As part of the Company’s corporate governance guidelines, the Board has established a policy requiring a majority of the members of the Board to be independent, as that term is defined in the Nasdaq listing requirements. The Board has determined that each of its current non-employee directors, Mr. Brown, Ms. Fontenot, Mr. Garcia, Mr. Greer, Mr. Morris, Mr. Roach and Mr. Traynor, is independent of the Company and its management within the meaning of the Nasdaq listing requirements.

The following matrix presents the skills and experiences of each of our directors and our Board diversity statistics in accordance with Nasdaq Rule 5606, in each case as of April 17, 2024 and as self-disclosed by our directors. While the Board satisfies the minimum objectives of Nasdaq Rule 5605(f)(3) by having at least one director who identifies as female and at least one director who identifies as a member of an Underrepresented Minority (as defined by Nasdaq Rules), as we pursue future Board recruitment efforts, our NCG Committee will continue to seek out candidates who can contribute to the diversity of views and perspectives of the Board. This includes seeking out individuals of diverse races and

ethnicities, a balance in terms of gender, and individuals with diverse perspectives informed by other personal and professional experiences.

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Board Meetings

The Board held five meetings during 2023. Each director serving on the Board in 2023 attended at least 75% of the total number of meetings of the Board and committees on which he or she served. Under the Company’s corporate governance guidelines, each director is expected to devote the time necessary to appropriately discharge his or her responsibilities and to rigorously prepare for, attend and participate in all Board meetings and meetings of Board committees on which he or she serves.

Annual Meetings of Shareholders

The Company’s directors are encouraged to attend our annual shareholder meetings, but we do not currently have a policy relating to directors’ attendance at these meetings. Seven of our eight directors attended our 2023 annual meeting of shareholders, either in person or by teleconference.

Audit Committee

The Audit Committee currently consists of Mr. Garcia (Chair), Mr. Brown, Ms. Fontenot, Mr. Morris and Mr. Roach. The Audit Committee oversees our accounting and financial reporting processes and the audits of the Company’s financial statements. The functions and responsibilities of the Audit Committee include:

The Audit Committee met six times during 2023. Our independent registered public accounting firm reports directly to the Audit Committee. Each member of the Audit Committee has the ability to read and understand fundamental financial statements, and the Board has also determined that Mr. Brown, Ms. Fontenot, Mr. Garcia, Mr. Morris and Mr. Roach each meet the requirements of an “audit committee financial expert” as defined by SEC rules. The Board has determined that each member of the Audit Committee is “independent” as defined in the Nasdaq listing requirements and SEC requirements relating to the independence of audit committee members. The Audit Committee has the authority to engage independent counsel and other advisors as the Committee deems necessary to carry out its duties.

Compensation Committee

The Compensation Committee currently consists of Mr. Brown (Chair), Mr. Garcia, Mr. Greer, Mr. Morris and Mr. Traynor. The Compensation Committee has sole authority for establishing, administering and reviewing the Company’s policies, programs and procedures for compensating our executive officers and the members of the Board. The Compensation Committee may delegate its responsibilities to a subcommittee comprised of Compensation Committee members. The functions and responsibilities of the Compensation Committee include:

The Compensation Committee met five times during 2023. The Board has determined that each member of the Compensation Committee is independent under the Nasdaq listing requirements.

The Compensation Committee has the sole authority to retain and terminate compensation consultants to assist in the evaluation of director or executive officer compensation and the sole authority to approve the fees and other retention terms of such compensation consultants. The Compensation Committee may also retain independent counsel and other independent advisors to assist it in carrying out its responsibilities. For more information regarding the role of our executive officers and the Compensation Committee’s independent compensation consultant in determining or recommending the amount or form of executive and director compensation, see “Compensation Discussion and Analysis” below.

Nominating and Corporate Governance Committee

The NCG Committee currently consists of Mr. Roach (Chair), Ms. Fontenot, Mr. Morris and Mr. Greer. The functions and responsibilities of the NCG Committee include:

The NCG Committee met four times during 2023. The Board has determined that each member of the NCG Committee is independent under the Nasdaq listing requirements.

The NCG Committee has the sole authority to retain and terminate any search firm to assist in the identification of director candidates and the sole authority to set the fees and other retention terms of such

search firms. The NCG Committee may also retain independent counsel and other independent advisors to assist it in carrying out its responsibilities.

Qualifications for Director Nominees. In considering director nominees, the NCG Committee considers a number of factors, including the following:

The NCG Committee will also consider other criteria for director candidates included in its committee charter, the Company’s corporate governance guidelines or as may be established from time to time by the Board. The NCG Committee has not adopted a separate policy pertaining to the consideration of diversity in the selection of nominees to the Board; however, as noted above, diversity is one factor considered by the NCG Committee in evaluating director candidates. The NCG Committee will identify nominees based upon recommendations by committee members or other Board members, members of the Company’s management or, as discussed below, by shareholders of the Company. Upon identifying a potential nominee, members of the NCG Committee will interview the candidate, and based upon that interview, make a recommendation to the Board.

Shareholder Recommendations. The Company has adopted a policy regarding shareholder recommended director candidates, a copy of which is available on the Investors section of the Company’s website. Consistent with this policy, the NCG Committee will evaluate director candidates recommended by a shareholder according to the same criteria as a candidate identified by the NCG Committee.

Shareholders may recommend candidates at any time, but to be considered by the NCG Committee for inclusion in the Company’s proxy statement for the next annual meeting of shareholders, recommendations must be submitted in writing no later than 150 calendar days before the first anniversary of the date on which the Company first mailed its proxy materials for the prior year’s annual meeting of shareholders. A shareholder’s notice must contain the following:

The shareholder’s notice must be signed by the shareholder recommending the director candidate for consideration and sent to the following address: AMERISAFE, Inc., 2301 Highway 190 West, DeRidder, Louisiana 70634, Attn: Corporate Secretary (Nominating and Corporate Governance Committee Communication/Director Candidate Recommendation).

Risk Committee and Risk Management

The Board views risk management as one of its primary oversight responsibilities. The Board initially formed the Risk Committee in 2010. The Risk Committee’s charter provides that all members of the Board are members of the Risk Committee. Mr. Morris serves as chair of the Risk Committee and establishes the agenda for the meetings. Risk Committee members periodically receive presentations on risk-related topics from the Company’s management. The Risk Committee assists the Board in exercising its oversight of certain risks that could have a material impact on the Company. In performing this oversight function, at least annually and more frequently as may be appropriate, the Risk Committee meets with Company management to review the following:

The Risk Committee also coordinates with the Company’s other committees regarding risks stemming from matters over which these other committees have primary oversight responsibility, such as the Audit Committee's oversight of risks arising from financial reporting and controls, the Compensation Committee's oversight of risks related to compensation, and the NCG Committee's oversight of risks related to environmental, social, and governance matters relevant to the Company. Further, on an ad hoc basis, and as otherwise directed by the Board, the Risk Committee reviews specific operational segments of the Company that may pose unusual and significant risks that could have a material impact on the risk profile of the Company.

The Risk Committee met four times in 2023. The Risk Committee has the authority to select, retain, terminate, and approve the fees and other terms of retention of special counsel, experts and consultants. The Risk Committee also has direct access to all Company employees.

Succession Planning

Our Board considers the evaluation of management and succession planning to be one of its most important responsibilities. The Board’s goal is to have a long-term program for effective senior leadership and development, with appropriate contingencies in case our chief executive officer, or any of our other executive officers, retires, resigns or is incapacitated.

In the Board’s succession planning program, internal candidates for the executive positions, including the chief executive officer, are identified and evaluated based on criteria considered predictive of success at the senior management level. This program incorporates 360 reviews and related evaluations for each individual. The assessment includes a development plan, including executive coaching, for each individual.

Our Corporate Governance Guidelines provides that the NCG Committee report to the Board on succession planning at least annually. The chief executive officer is responsible for advising the Board regarding her recommendations and evaluations of potential successors, together with a review of any development plans for these individuals. The Board, with the assistance of the NCG Committee, evaluates potential successors to the CEO, as well as other members of senior management.

Communications with the Board

Any shareholder or other interested party who wishes to communicate directly with the Board or any of its members may do so by writing to: Board of Directors, c/o AMERISAFE, Inc., 2301 Highway 190 West, DeRidder, Louisiana 70634, Attn: Corporate Secretary. The mailing envelope should clearly indicate whether the communication is intended for the Board as a group, the non-employee directors or a specific director.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis, or CD&A, is designed to provide shareholders with an understanding of the Company’s compensation philosophy and objectives, as well as the analysis that the Compensation Committee (referred to in this CD&A as the “Committee”) performed in setting executive compensation. It discusses the determination of how and why, in addition to what, actions were taken by the Committee with respect to compensation for each of our named executive officers during 2023 (our "NEOs"). Those individuals are:

Executive Summary

Recent Company Performance

We are a holding company that markets and underwrites workers’ compensation insurance through our insurance subsidiaries in 27 states. The workers' compensation industry experienced further rate declines in 2023, which further pressured our topline. The Company generated solid operating performance for the full year, with net income of $62.1 million and a combined ratio of 85.9%. Our earnings per diluted share were $3.23, and our return on average equity was 20.4%, compared with $2.88 and 15.5% in 2022. Total shareholder return was (0.9)% in 2023, compared to the P&C Small-Cap Index of 5.64%. The Company’s average annual total shareholder return for the three-year and five-year periods ended December 31, 2023 was 2.6% and 4.7%, respectively. The P&C Small Cap Index average annual return for the three and five-year periods ended December 31, 2023 was 3.80% and 4.18%, respectively.

The Company also measures its performance by tracking its growth in book value per share plus dividends paid to shareholders. In 2023, this growth was $3.57 compared to a starting book value per share of $16.57, for a change of 21.6%. For the three years ended in 2023, this growth was $7.84 off a starting book value of $22.70, for a compounded annual growth rate of 10.4%. For the five years ended in 2023, this growth was $18.36 off a starting book value of $21.26, for a compounded annual growth rate of 13.3%.

In 2023, the Company paid regular quarterly dividends of $1.36 per share in the aggregate and an extraordinary dividend of $3.50 per share, or total dividends of $4.86 per share. Effective February 2024, the Board of Directors increased the regular quarterly dividend from $0.34 per share to $0.37 per share, an increase of 8.8%. Although the Board presently intends to pay a regular quarterly dividend, dividends are considered each quarter for approval.

Changes to our Executive Compensation Program Beginning in 2023

During 2022, the Committee engaged McLagan, an AON Hewitt Company, its independent compensation consultant, to review our annual and long-term incentive program designs. In early 2023, after considering McLagan's recommendations, the Committee approved the following changes to our incentive compensation programs, effective beginning with 2023 compensation, designed to improve the

market competitiveness of the programs and strengthen the link between such programs and our key business objectives and to align with shareholder returns:

Compensation Best Practices

The Committee annually reviews and periodically modifies our executive compensation program to retain and attract top executive talent to the Company and ensure that our program is both aligned with the interests of our shareholders and meets evolving governance standards. The following highlights some of the compensation and governance best practices that are part of our program:

Compensation Program Objectives

Our compensation program is intended to attract, retain and motivate the key people necessary to enable our Company to operate effectively and profitably over the long-term. The Committee believes that executive compensation should align the interests of the Company’s executives and other key employees with those of the Company and its shareholders. Our compensation program is also designed to differentiate compensation based upon individual contribution, performance and experience with our Company.

In establishing compensation, the Committee seeks to provide employees, including our executive officers, with a competitive total compensation package. The Committee sets compensation in this manner to ensure that our compensation practices do not put the Company at a disadvantage in attracting and retaining executives and other employees, while also ensuring a competitive cost structure for our Company.

Compensation Processes

Our compensation program for executives is designed and implemented under the direction of the Committee, which is currently comprised of the following five independent directors: Mr. Brown (chair), Mr. Garcia, Mr. Greer, Mr. Morris, and Mr. Traynor.

2023 Advisory Vote on Executive Compensation

At our annual meeting of shareholders in June 2023, more than 99% of the votes cast on the say-on-pay proposal were in support of our named executive officer compensation. The Committee considered the results of this advisory vote and believes the results affirm shareholder approval of the Board’s approach to the Company’s executive compensation program. As noted above the Committee is continually evaluating our executive compensation and has made changes in the past few years to further align the program with our shareholders’ interests, our business objectives, and to take into consideration the results of market surveys and other information prepared by the Committee’s compensation consultant.

Role of Compensation Consultant

Since early 2012, the Committee has engaged McLagan as its independent compensation consultant. Pursuant to Company policy, McLagan does not provide services to the Company other than the consulting services it provides to the Committee. The Committee is solely responsible for the appointment, compensation and oversight of the compensation consultant.

McLagan attends Committee meetings, when requested by the Committee, prepares executive compensation surveys, and generally advises on executive compensation matters including the peer group composition for purposes of the surveys, pay levels and pay composition, and AIP and LTIP design. McLagan also provides market data, analysis, and advice regarding the CEO and executive officer compensation to the Committee as well as director compensation surveys and advice. As required by SEC rules, the Committee assessed the independence of McLagan and concluded that McLagan’s work did not raise any conflicts of interest.

Compensation Surveys

McLagan conducted the most recent executive compensation survey in 2022 ("2022 Survey") which focused primarily on AIP and LTIP design changes to our compensation program discussed above for 2023. In the fall of 2022, the Committee also reviewed the 2021 Executive Compensation Review Survey, ("2021 Survey"), when setting 2023 compensation levels for our executives.

The 2021 Survey compared the compensation for our executive officers against a peer group of 15 publicly traded insurance companies. McLagan used Company target compensation for 2021 and peer group compensation data for 2020 in its preparation of the 2021 Survey. The Committee reviewed the 2021 and 2022 Survey results in assessing the level of salary and AIP and LTIP target award opportunities for our executives and approving changes to the target compensation levels and AIP and LTIP design for our executive officers in 2023.

Peer Group. The Committee used a rigorous process to select peer companies for comparing executive pay, which included ranking the companies by premiums written, total revenue, combined ratio, lines of insurance business, multi-line versus mono-line property-casualty insurer, number of states doing business in, and investment mix. With the assistance of McLagan, the Committee selected the 15 publicly traded companies identified below as its peer group for the 2021 Survey, compared to the peer group used in the 2019 Survey, two prior companies have been removed and two new companies were added based on selection criteria.

The results of the 2021 Survey indicated that the Company’s target annual and long-term incentive opportunities were generally below market and represented a lower percentage of total direct compensation than that provided by the Company's peer group. The Committee uses survey data as a market reference to assess the competitiveness of our compensation programs and does not mandate target ranges for our named executive officers' salaries, AIP opportunities, LTIP opportunities, or total direct compensation levels as compared to the peer group. The Committee uses external comparisons as only one point of reference and is mindful of the value and limitations of comparative data.

Role of Management

Our chief executive officer, Ms. Frost, makes recommendations with respect to changes in base salary for our executive officers, other than for herself. She also makes recommendations regarding the level of achievement of individual performance goals under our AIP by each executive officer other than herself. Although the Committee considers the recommendations of Ms. Frost, the Committee makes all final determinations regarding executive compensation. Ms. Frost is not present when the Committee discusses or determines her compensation.

Risk Assessment

The Committee annually considers the risk to the Company of the design and objectives of its executive compensation programs through review of the compensation surveys provided by McLagan. Weighting the premium growth factor too heavily in the annual and long-term incentive programs is an example of creating unintentional outcomes by incentivizing management to make decisions that may adversely impact business performance, as growing premium too rapidly could result in poor underwriting results and ultimately affect the financial strength of the Company.

The Committee recognizes that the design and objectives of the executive compensation programs are based on assumptions that may later be determined to be inaccurate which could present a risk of loss of key personnel resulting in disruption of our operations and adverse effects on our business. Competition for executive management is present within the industry and there is a risk that an uncompetitive compensation program would not serve to retain key employees. We have determined that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The Committee believes the current relative weighting of the metrics in the annual and long-term incentive programs are appropriately balanced to attract, retain and motivate key employees as well as align with shareholder interests.

Overview of Executive Compensation Program

The principal components of our executive compensation program provide for a combination of fixed and variable compensation. In addition to the principal components, we also provide our executive officers with broad-based employee benefits, certain severance benefits and limited perquisites. For 2023, the principal components, which we refer to as our named executive officers’ total direct compensation, are summarized as follows:

2023 Executive Compensation Program at a Glance

The table below summarizes our named executive officers’ target direct compensation approved for 2023 as well as the percentage of total target direct compensation represented by each component. As noted, over a majority of our chief executive officer’s and a substantial portion of each of our other NEO's total target direct compensation is at-risk and based on achievement of individual and Company performance objectives. The actual base salary received, the actual AIP award earned for 2023 and the grant date value of LTIP awards, as well as certain other compensation amounts, are reflected in “Executive Compensation— 2023 Summary Compensation Table.”

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(1) Mr. Wise joined the Company as our Executive Vice President and Chief Sales Officer effective July 24, 2023. In connection with his appointment, the Committee approved an initial base salary of $375,000 and target AIP and LTIP awards; for 2023, such awards were prorated based on length of employment during 2023. The amounts in the table above do not reflect such pro-ration. The amounts in the table above also do not include his special initial award of RSUs with a targeted grant date value of $750,000 and his $100,000 cash sign-on award.

Base Salary. Base salaries are determined on the basis of management responsibilities and level of experience, as well as internal and market comparisons. In setting base salaries for our executive officers, the Committee seeks to provide a reasonable level of fixed compensation that we believe is competitive with base salaries for comparable positions at our peer companies.

The following adjustments were made to the annual base salaries of certain of our named executive officers in March 2023 to bring each such executive's base salary closer to the market median.

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(1) Mr. Omiridis joined the Company in September 2022. Therefore, there was no adjustment to his base salary for 2023.

(2) Mr. Gagliano's base salary increase recognized his assumption of additional management responsibilities for our Underwriting and Safety departments.

(3) Mr. Wise joined the Company in July 2023.

Annual Incentive Compensation. The Committee believes that annual incentive compensation is an important element of the total compensation of each executive officer. As discussed above, in 2023, the Committee redesigned our AIP to provide for payouts based primarily on achievement of quantitative Company performance goals across the executive management team.

2023 Annual Incentive Compensation. In February 2023, the Committee approved target award opportunities under the AIP for each executive officer employed at the time equal to a percentage of each executive’s base salary. These targets represented an increased target value for all executive officers (other than our CEO and CFO) from 35% to 45% to better align pay opportunities with market practices as reflected in the 2021 Survey.

In 2023, the performance goals established were both quantitative and qualitative for all of the NEOs, including Ms. Frost. The quantitative goals were designed to support the long-term objective of

policy growth and were based on rigorous goals with respect to growth in premiums written and combined ratio to focus management's efforts on improving Company performance in a declining rate environment. The Company performance metrics were weighted 80% for our CEO and represented the majority of the weighting for our other named executive officers. With the new addition of these two Company performance metrics in the AIP in 2023, the Committee also adjusted the 2023 LTIP performance award metric to avoid overlap with the AIP in future years. Each executive was also evaluated on pre-established individual qualitative leadership objectives, which for Ms. Frost focused on her leadership of the senior management team and for our other executive officers focused on completion of individual special projects.

For purposes of the 2023 AIP awards, the Company performance metrics were as follows:

The following table sets forth the target award opportunity for each named executive officer for 2023.

(1) Mr. Wise joined the Company in July 2023. His 2023 AIP award opportunity was prorated based on his period of service during the year.

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With respect to the performance goals, the Committee established threshold, target and maximum goals for each metric and the named executive officers could earn between 0% and 150% of the applicable target award with respect to that metric based on the level of achievement of the applicable goal. For each Company performance goal, no amount is earned if the minimum performance level is not achieved. In setting the goals for each metric, the Compensation Committee considered how achievement of the performance goals could be impacted by events expected to occur in the future, and how likely it would be for the goals to be achieved. We believe that the target goals have been established at levels that should be appropriately challenging to attain and require considerable effort on the part of each NEO to achieve considering both business and market conditions. Achievement of above-target goals is considered to be a "stretch" given market conditions. For 2023, the quantitative goals of combined ratio and growth in direct premiums written exceeded the target of the goals set by the Committee.

With respect to the individual qualitative goals, the committee evaluated each executive’s performance against his or her performance goals to determine the achievement levels considering the recommendations of Ms. Frost for the executives other than herself. For 2023, the qualitative goals for each executive exceeded the target goals set by the Committee.

The total AIP award payouts for our named executive officers for 2023 were as follows:

(1) Mr. Wise joined the Company in July 2023. His 2023 AIP award was prorated based on his period of service during the year.

Long-Term Incentive Compensation. Under our current program, the Committee makes LTIP awards on an annual basis, but may adjust the performance factors, the weighting of those factors, and other aspects of the LTIP each year as it evaluates the effectiveness of the program over time.

As discussed above, for 2023, the Committee restructured the LTIP program to (i) incorporate a time-based element to be more in line with market practices and promote retention, and (ii) simplify our performance award by focusing on one metric, return on equity, to determine payouts with respect to such performance award, which metric will be measured on a three-year average as compared to targets set by the Committee. Unlike prior years, the Committee also elected to evaluate this LTIP performance award on an absolute basis instead of relative to peers. The Committee determined that due to the unique nature of the Company's business, relative performance may not be a realistic measure. For these reasons, the Committee chose the universal measure of return on equity as it allows for an easy comparison to peers or investment alternatives.

McLagan's compensation surveys continue to reaffirm the importance of the LTIP in making the Company’s executive compensation program competitive with peers. Awards under the LTIP for 2023 were made pursuant to our shareholder-approved equity incentive plans.

2023 Long-Term Incentive Compensation Awards. For the 2023 LTIP awards, the Committee set a target value, which was a percentage of base salary as set forth below. In setting the target award values, the Committee reviewed the 2021 Survey, which indicated that Ms. Frost's target was competitive with the market median, but that the target for the other executive officers was slightly below the market median for the long-term compensation component of pay. Based on this review, the Committee increased the target LTIP percentages from 55% to 60% for each participating named executive officer, except the CEO.

For 2023, each NEO's target LTIP award value was delivered in the form of a performance award (representing 70% of the target award) and a time-based RSU award (representing 30% of the target award). Both awards are payable in shares of common stock after a three - year performance or vesting period, as applicable. For the performance awards, the number of shares earned will be determined based on the Company's average return on equity over the performance period, thus providing a link directly to the performance of the Company and aligning executive management compensation and shareholder interests. For purposes of the LTIP performance awards, return on equity is defined as the percentage obtained by dividing the Company's net income by the average of beginning and ending shareholder's equity.

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Description of 2023 Performance Awards. The performance awards provide a target dollar amount that may be earned by the executive, which amount will be paid in shares of our common stock, subject to certain limited exceptions. The amount earned under the performance award will be between 0% and 150% of the award’s target value. The amount earned, if any, is dependent on the Company’s average return on equity over a three-year period beginning on January 1, 2023 and ending December 31, 2025, relative to targets set by the Committee.

Following the end of the performance period, the Committee will determine the percentage of the target award earned (the “Earned Value”). The number of shares of common stock (rounded to the nearest whole share) earned will then be determined by dividing (a) the Earned Value under the award by (b) the volume weighted trading price per share of common stock for the 10 trading days immediately preceding the date the value of the award is approved by the Committee (after the expiration of the three-year performance period).

Description of 2023 RSU Awards. The RSU awards cover a specified number of shares of our common stock, and are payable in shares of our common stock to the extent they become vested. 2023 RSU awards granted as part of the LTIP generally cliff vest at the end of the three-year performance period.

Payout of the 2020-2022 Performance Awards. The 2020-2022 performance award payouts were calculated by determining the payout level based on CR and DPW metrics, and whether the payout was to be reduced if the total shareholder return ("TSR") of the Company was more than 500 basis points lower than the TSR of 50% of the S&P Property Casualty Insurance Small Cap Index and 50% of the S&P Property & Casualty Insurance Mid Cap Index over the three-year period. The TSR measure could not increase payouts under the awards, but was only used to reduce the payout if the Company TSR lagged the index by more than 500 basis points. Such payout could be further reduced if the payout factor was then subject to a 1.5 times target compensation cap. For the 2020-2022 awards, the TSR measure operated as a third metric in the award design and reduced the uncapped payout factor by 37.5 basis points for every 500 basis points of under-performance in the TSR factor, subject to a maximum 25% reduction in the uncapped payout factor. As reflected in the tables below, the TSR measure resulted in a reduction in the payout of the 2020-2022 performance awards.

The following table sets forth the weighting of performance measures established under the performance awards for the 2020-2022 performance period, and the results achieved. The shares of common stock earned under this award were issued in June 2023.

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The following table sets forth the applicable target values, as well as the final payout, under the performance award for the 2020-2022 performance periods for each named executive officer:

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Current Estimates of Potential Payout Value of Outstanding Performance Awards. The following table shows the estimated potential payout of the performance awards granted in 2021 and 2022 as of September 30, 2023, which is the most current information available to the Company, and the potential payout of the 2023 award at target levels. These estimated values are presented for information purposes only, as the actual payout values will be determined following the end of the respective performance periods and will be impacted by the Company’s performance during the remainder of the performance periods.

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Special Awards. In connection with Mr. Wise's commencement of employment in July 2023 as Chief Sales Officer, the Committee approved a grant to Mr. Wise of RSUs with a target value of $750,000. This award was not part of our regular LTIP. The award vests in four annual installments of 15%, 20%, 30%, and 35%, on each of the first four anniversaries of the grant date, respectively, based on continued service. This award serves as a retention tool due to the extended vesting period established in the award and provides an immediate alignment with stockholder interests.

In October 2023, the Committee approved a grant to Mr. Omiridis with a value of $355,460. This award was not part of our regular LTIP. The award cliff vests on September 1, 2027, based on continued service. This award serves as an additional retention tool. These awards are reflected below under “Executive Compensation – Grants of Plan Based Awards.”

Employee Benefits. We do not provide our executives or other employees with defined benefit pensions, supplemental retirement benefits, post-retirement payments or deferred compensation programs. We do provide a 401(k) defined contribution plan that is available to all employees. We match 50% of employee contributions up to 6% of compensation for participating employees, subject to limitations under applicable law. Our executives and other employees are fully vested in Company contributions under this plan after five years. We also provide health, life and other insurance benefits to our executives on the same basis as our other full-time employees.

Severance and Change-in-Control Benefits. We have employment agreements with each of our executive officers. These employment agreements provide each executive officer with severance compensation consisting of cash payments paid in monthly installments and continued health benefits for a period of 12 months (18 months for our chief executive officer), in the event that an executive’s employment is terminated by us without cause or by the executive under certain qualifying circumstances. The cash severance payment for the covered executives (other than our chief executive officer) is an amount equal to the officer’s then current annual base salary plus the average of the three most recent annual incentive bonuses received by the executive. For our chief executive officer, the cash severance payment is one and one-half times the amount described in the preceding sentence. These employment agreements also provide that the terminated executive will not engage in activities that are competitive with our business for 12 months (18 months for our chief executive officer). For additional information regarding the employment agreements with our executives, see “Executive Compensation – Employment Agreements” below.

Performance awards and RSU awards under the LTIP partially vest upon death, disability, retirement or a termination of employment without cause or for good reason following a change in control of the Company. These awards do not vest solely upon a change in control and with respect to the performance awards, the partial vesting remains conditioned upon the achievement of the performance measures. To qualify for partial vesting upon retirement, an executive officer must be at least age 60, have 10 or more years of service with the Company and not have accepted a substantial employment or consulting arrangement with another company engaged in the workers’ compensation insurance industry.

The Committee believes that these benefits are necessary and appropriate in order to attract and retain qualified executive officers as these benefits are generally made available by other companies. In addition, the Committee recognizes that it may be difficult for our executive officers to find comparable employment in a short period of time. Therefore, these benefits, particularly the severance payments, address a valid concern, making an executive position with our Company more attractive. These issues are particularly significant to us, given that our corporate headquarters is not located in a major metropolitan area and it is unlikely that our executives could secure comparable employment without relocating to another city. The Company does not provide excise tax gross-ups under any change in control arrangement.

Executive Perquisites. We also provide a limited number of perquisites that the Committee believes enhance our ability to attract and retain qualified executives. These perquisites include car allowances, disability insurance and reimbursement for annual medical examinations. Our executive officers are also permitted to accrue up to 300 hours of vacation, a limit slightly higher than the 240 hour maximum available to employees with more than 15 years of service. The Committee believes that this policy is appropriate given that the management responsibilities of our executive officers often do not permit them the flexibility to use their vacation time on an annual basis. During 2023, the Company also provided a cash sign-on award to Mr. Wise. The Company does not provide tax gross-ups on these perquisites or additional benefits. For additional information regarding perquisites provided to our executives, see “Executive Compensation—Summary Compensation Table – All Other Compensation.”

Compensation-Related Policies

Clawback Policy. In 2023, in accordance with SEC and Nasdaq requirements, the Company adopted a new Clawback Policy (the "Clawback Policy"), which provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Excess incentive-based compensation for these purposes

generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of a financial reporting measure.

The Clawback Policy does not condition such clawback on the fault of the executive officer, but the Company is not required to recoup amounts in limited circumstances set forth in the Clawback Policy where the Committee has made a determination that recovery would be impracticable. Operation of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement.

Stock Ownership Guidelines. The Committee has approved stock ownership guidelines for our executive officers. The target ownership for our chief executive officer is a dollar amount equal to three times her average base salary and annual incentive bonus for the three immediately preceding calendar years. The target ownership for each of our other executive officers is a dollar amount equal to two times their average base salary for the three immediately preceding calendar years (or, if less, all complete calendar years employed by the Company). All forms of Company outstanding equity, whether vested or unvested, including common stock and restricted stock as well as shares subject to unvested RSUs, are counted for purposes of determining compliance with the ownership guidelines. The value of outstanding performance awards is not counted for purposes of the guidelines. In determining whether an executive meets the applicable guideline, the value of shares of common stock, including restricted stock, shares subject to RSUs and shares purchased by executives in the open market, is based on the closing price of our common stock on the last trading day of the most recent calendar year.

Until an executive officer meets the ownership target provided under the guidelines, he or she is required to retain all shares received under the Company’s compensation plans, except for shares used to satisfy tax obligations. After an executive meets the applicable guideline, he or she is required to retain 20% of any shares obtained as the result vesting of a restricted stock award, RSU award or payout of an LTIP performance award, net of shares sold to satisfy tax obligations.

The following table sets forth for each current executive officer the applicable stock ownership guideline and equity ownership as of December 31, 2023, measured in dollars, using the guideline methodology described above. As noted in the table, each of our current executive officers exceeds his or her ownership guideline, with the exception of Mr. Wise who joined the Company in July 2023.

Impact of Prior Awards on Future Grants. The Committee does not have a specific policy addressing the cumulative value of prior equity awards in making future awards. However, our Committee intends to continue to make appropriate executive compensation decisions annually, so that our executives receive a total compensation package that is both competitive and has a significant portion of compensation at risk. The Committee is mindful that payment under LTIP performance awards is tied to the Company meeting or exceeding quantitative performance objectives and the increase in the value of our common stock (for restricted stock awards), with unvested awards also conditioned on continued employment. As a result, the Committee believes, as a general matter, that positive results with respect to prior incentive awards should not negatively impact future compensation decisions.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based on that review and discussion, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and this proxy statement.

This report is submitted by the members of the Compensation Committee of the Board named below, who received, discussed with management and recommended that this Compensation Discussion and Analysis be included in the Company’s Annual Report.

Members of the Compensation Committee

EXECUTIVE COMPENSATION

2023 Summary Compensation Table

The following table provides information regarding the compensation of our chief executive officer, our chief financial officer, and our three other most highly compensated executive officers who were serving in such capacity as of December 31, 2023, 2022 and 2021.