ProAssurance (PRA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, to elect three Class III directors, ratify Ernst & Young LLP as independent auditors, and hold an advisory vote on executive compensation.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation approval.

• Merger with The Doctors Company is not on the agenda for this meeting; a separate special meeting will be held.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors, ratifying the auditor, and approving executive compensation on an advisory basis.

• Board set March 24, 2025, as the record date; only holders as of that date may vote.

• Shareholder proposals for the 2026 meeting must be submitted by December 31, 2025.

Board of directors and corporate governance

• Board will reduce from ten to nine members after the meeting, with staggered three-year terms for directors.

• Board diversity includes four women, four African-American, one Latina, and one Lebanese-born director.

• Board leadership is separated, with an independent Chairman and regular executive sessions.

• All standing committees (Audit, Compensation, Nominating/Corporate Governance, Executive) are composed of independent directors.

• Board and committees met regularly in 2024, with high attendance.