PROASSURANCE CORPPRA
PROASSURANCE CORP Stock Compensation Disclosure
Share-Based Payments
Share-based compensation costs are classified as a component of operating expense.
During 2025, 2024 and 2023, ProAssurance provided share-based compensation to employees utilizing two types of awards: restricted share units and performance share units. Since May 2024, the restricted share and performance share awards were made under the ProAssurance Corporation Amended and Restated 2024 Equity Incentive Plan. Prior to May 2024, the restricted share and performance share awards were made under the ProAssurance Corporation Amended and Restated 2014 Equity Incentive Plan. The Compensation Committee of the Board is responsible for the administration of both plans. The Compensation Committee of the Board is also charged with determining and administering Director compensation and issued compensation to Directors in the form of the Company's common shares, which were nominal in amount for 2025, 2024 and 2023; all Directors elected to defer the receipt of the shares until the end of their service on the Board. Shares issued to Directors in 2025, 2024 and 2023 are payable from the shares reserved for issuance under the ProAssurance Corporation Amended and Restated 2024 Equity Incentive Plan.
The following table provides a summary of compensation expense and the total related tax benefit recognized during each period as well as estimated compensation cost that will be charged to expense in future periods.
| Share-Based Compensation Expense | Unrecognized Compensation Cost | |||||||||||||||||||||||||||||||
| Year Ended December 31 | December 31, 2025 | |||||||||||||||||||||||||||||||
($ in millions, except remaining recognition period) | 2025 | 2024 | 2023 | Amount | Weighted Average Remaining Recognition Period | |||||||||||||||||||||||||||
| Total share-based compensation expense | $ | 7.8 | $ | 6.2 | $ | 5.2 | $ | 8.9 | 1.6 | |||||||||||||||||||||||
| Tax benefit recognized | $ | 1.6 | $ | 1.3 | $ | 1.1 | ||||||||||||||||||||||||||
All awards are equity classified awards and are charged to expense as an increase to additional paid-in capital over the requisite service period (generally the vesting period) associated with the award. As of December 31, 2025, the majority of share-based compensation expense related to restricted share units. Restricted share units generally vest one-third each year over a three-year period following the grant date based on a continuous service requirement. Performance share units vest in their entirety generally at the end of a three-year period following the grant date based on a continuous service requirement and achievement of specific performance objectives. Certain restricted share units granted in 2019 vested at the end of a five-year period and all restricted share units granted in 2025, 2024 and 2023 will vest one-third each year over a three-year period. Partial vesting is permitted for retirees. For restricted share units, a single share of ProAssurance common stock is issued per vested unit. For performance share units, the number of shares of ProAssurance common stock issued per vested unit varies based on performance goals achieved. Upon vesting, units sufficient to satisfy required tax withholdings are paid in cash rather than in shares of ProAssurance common stock.
Restricted Share Units
Activity for restricted share units during 2025, 2024 and 2023 is summarized below. Grant date fair values are based on the market value of a share of ProAssurance common stock on the date of grant less the estimated net present value of expected dividends during the vesting period.
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||
| Units | Weighted Average Grant Date Fair Value | Units | Weighted Average Grant Date Fair Value | Units | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||||||||||
| Beginning non-vested balance | 736,223 | $ | 17.68 | 582,363 | $ | 23.11 | 465,203 | $ | 26.21 | |||||||||||||||||||||||||||||
| Granted | 340,446 | $ | 16.13 | 429,227 | $ | 14.57 | 224,185 | $ | 19.31 | |||||||||||||||||||||||||||||
| Forfeited | (19,845) | $ | 22.87 | (14,164) | $ | 20.73 | (7,967) | $ | 24.14 | |||||||||||||||||||||||||||||
| Vested and released | (365,265) | $ | 19.50 | (261,203) | $ | 24.52 | (99,058) | $ | 28.97 | |||||||||||||||||||||||||||||
| Ending non-vested balance | 691,559 | $ | 15.81 | 736,223 | $ | 17.68 | 582,363 | $ | 23.11 | |||||||||||||||||||||||||||||
The aggregate grant date fair value of restricted share units vested and released in 2025, 2024 and 2023 totaled $7.1 million, $6.4 million and $2.9 million, respectively. The aggregate intrinsic value of restricted share units vested and released in 2025, 2024 and 2023 (including units paid in cash to cover tax withholdings) totaled $6.9 million, $3.2 million and $2.0 million, respectively.
Performance Share Units
Performance share units vest only if minimum performance objectives are met, and the number of units earned varies from 50% to 200% of a base award depending upon the degree to which stated performance objectives are achieved. Performance share unit activity for 2025, 2024 and 2023 is summarized below. The table reflects the base number of units; actual awards that vest depend upon the extent to which performance objectives are achieved. Grant date fair values are based on the market value of a share of ProAssurance common stock on the date of grant less the estimated net present value of expected dividends during the vesting period.
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||
| Base Units | Weighted Average Grant Date Fair Value | Base Units | Weighted Average Grant Date Fair Value | Base Units | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||||||||||
| Beginning non-vested balance | 420,595 | $ | 18.27 | 315,091 | $ | 22.09 | 222,155 | $ | 25.01 | |||||||||||||||||||||||||||||
| Granted | 161,934 | $ | 16.13 | 192,554 | $ | 14.57 | 133,723 | $ | 19.31 | |||||||||||||||||||||||||||||
| Forfeited | (2,640) | $ | 19.31 | (13,672) | $ | 23.52 | (2,076) | $ | 23.07 | |||||||||||||||||||||||||||||
| Expired* | (96,882) | $ | 24.19 | (73,150) | $ | 24.04 | (38,609) | $ | 29.18 | |||||||||||||||||||||||||||||
| Vested and released | — | $ | — | (228) | $ | 19.31 | (102) | $ | 24.19 | |||||||||||||||||||||||||||||
| Ending non-vested balance | 483,007 | $ | 16.36 | 420,595 | $ | 18.27 | 315,091 | $ | 22.09 | |||||||||||||||||||||||||||||
*Represents performance share units that did not vest as minimum performance objectives were not achieved.
There were no performance share units vested and released in 2025 as the minimum performance objectives were not achieved. The aggregate grant date and fair value of performance share units (base level) and the aggregate intrinsic value of performance share units (including units paid in cash to cover tax withholdings) vested and released in 2024 and 2023 were nominal in amount. The weighted average level at which the vested units were issued was 52% and 53% during 2024 and 2023, respectively, based on performance levels achieved.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 23, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 20, 2020 | |
| 2018 | Feb 21, 2019 | |
| 2017 | Feb 21, 2018 | |
| 2016 | Feb 23, 2017 | |
| 2015 | Feb 23, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.