SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.    )

Filed by the Registrant    x☒                 Filed by a Party other than the Registrant    ¨☐

Check the appropriate box:

¨☐ Preliminary proxy statement

¨☐ Confidential, for use of the Commission only (as(as permitted by Rule14a-6(e)(2))

x☒ Definitive proxy statement

¨☐ Definitive additional materials

¨☐ Soliciting material pursuant to Rule14a-11(c) or Rule14a-12

ProAssurance Corporation

(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 the appropriate box):

x☒ No fee required

¨☐ Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11

The filing fee of $            was calculated on the basis of the information that follows:

PROASSURANCE CORPORATION

100 Brookwood Place

Birmingham, Alabama 35209

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held May 25, 201620, 2020

To our Stockholders:

The Annual Meeting of Stockholders of ProAssurance Corporation (“ProAssurance”) will be held at 9:00 a.m., Central Daylight Time, on Wednesday, May 25, 2016,20, 2020, in the Fifth Floor BoardroomO’Neil Multimedia Room at the headquarters of ProAssurance, located at 100 Brookwood Place, Birmingham, Alabama 35209, for the following purposes:

The Board of Directors set April 1, 2016March 27, 2020, as the record date for the annual meeting. You are entitled to notice of, and to vote at, the annual meeting only if you were a holder of record of shares of ProAssurance’s Common Stock at the close of business on the record date. The stock transfer books will not be closed.

We may adjourn the annual meeting without notice other than announcement at the meeting or adjournments thereof, and any business for which notice is hereby given may be transacted at any such adjournment.

We have provided details concerning those matters to come before the annual meeting in the accompanying proxy statement. Whether you plan to attend the annual meeting or not, please sign, date and return the enclosed proxy card in the envelope provided. Returning your proxy card does not deprive you of your right to attend the annual meeting and to vote your shares in person.

A copy of ProAssurance’s Annual Report to the Stockholders for the year ended December 31, 2015,2019 is enclosed, and is also available in the “Investor Relations” section of our website at www.ProAssurance.com.Investor.ProAssurance.com. We hope you will find it informative.

By order of the Board of Directors,

Jeffrey P. Lisenby

Secretary

April 11, 20169, 2020

PROASSURANCE CORPORATION

100 Brookwood Place

Birmingham, Alabama 35209

PROXY STATEMENT

Annual meetingMeeting of Stockholders

to be held May 25, 201620, 2020

INTRODUCTION

We are furnishing this proxy statement and proxy card to the stockholders of ProAssurance Corporation, which we sometimes refer to as “ProAssurance” or the “Company,” on behalf of ProAssurance’s Board of Directors on or about April 11, 2016.9, 2020. Our Board of Directors is soliciting your proxy to vote your shares at the annual meetingAnnual Meeting of ProAssurance’s stockholdersStockholders to be held at 9:00 a.m., Central Daylight Time, on Wednesday, May 25, 2016,20, 2020, in the Fifth Floor BoardroomO’Neil Multimedia Room of our headquarters located at 100 Brookwood Place, Birmingham, Alabama 35209, or at any adjournment or postponement thereof.

What is a proxy?

A proxy is a person or persons whom you designate to vote your stock. If you designate someone as your proxy in a written document, that document is called a proxy card.

Who pays for the proxy solicitation?

ProAssurance will pay the expenses of the preparation of proxy materials and the solicitation of proxies for the annual meeting. Certain of our directors, officers or employees may solicit your proxy and they will receive no additional compensation for such solicitation. We will reimburse brokers and other nominees for costs incurred by them in mailing proxy materials to beneficial owners in accordance with applicable rules.

What is the purpose of the annual meeting?

As outlined in the meeting notice, at the annual meeting the stockholders will be asked to elect three (3)four (4) members to the Board of Directors of ProAssurance as Class IIII directors, to serve until the 2019 annual meeting, and to ratify the appointment of Ernst & Young LLP as independent auditors. Additionally, stockholders will be asked to cast an advisory vote on the approval of our executive compensation as disclosed in this proxy statement.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends a vote FOR electing all nominees for director (Proposal 1); FOR ratifying the appointment of Ernst & Young LLP as our independent auditors (Proposal 2); and FOR the approval of the compensation of our named executive officers as disclosed in this proxy statement (Proposal 3).

What is the record date and what does it mean?

The Board of Directors set April 1, 2016March 27, 2020, as the record date for the annual meeting. You are entitled to notice of, and to vote at, the annual meeting if you ownowned shares as of the close of business on our record date.

How many shares are entitled to vote at the annual meeting?

At the close of business on the record date, there were 62,481,75753,840,487 issued shares of our common stock, par value $0.01 per share (“Common Stock”). Of that amount, we hold 9,158,4159,325,180 shares as treasury shares that cannot be voted at the meeting. You are entitled to one vote in person or by proxy on all matters properly to come before the annual meeting for each share of our Common Stock that you ownowned on the record date.

What constitutes a quorum?

The presence, in person or by proxy, of the holders ofone-third of the shares of Common Stock entitled to vote at the meeting will constitute a quorum to conduct business at the annual meeting. Proxies received but marked as abstentions and “brokernon-votes” (which occur when proxies for shares held by brokers or nominees for beneficial owners are received but not voted on a matter) will be included in the calculation of the number of shares considered to be present at the meeting.

How do I vote?

If you are a record owner of our Common Stock you may vote your shares by attending the meeting and voting in person or you may appoint a proxy to vote your shares on matters properly presented at the annual meeting in any of three ways:

If you properly cast your vote, and your vote is not subsequently revoked, your vote will be voted in accordance with your instructions. Stockholders appointing proxies via the internet and by telephone should understand that there may be costs associated with proxy appointments in such manners, such as usage charges from internet access providers and telephone companies, which must be borne by the stockholder.

How do I vote if my shares are in “street name?”name”?

If you hold shares in “street name” (that is, through a bank, broker, or other nominee), your shares must be voted in accordance with instructions provided by the nominee. If your shares are held in the name of a nominee and you would like to attend the annual meeting and vote in person, you may contact the person in whose name your shares are registered and obtain a proxy from that person and bring it to the annual meeting.

How do I know if I hold my shares in “street name?”name”?

If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares, and your shares are considered held in “street name.” However, if your shares are registered directly in your name with Computershare, our transfer agent, you are considered the record owner of those shares.

How do I appoint my proxy on the internet?

You can appoint your proxy at www.proxyvote.com, regardless of how you hold your shares. You will need to have the Control Number from your proxy notice or proxy card available.

Will my proxy appointment on the internet be secure and accurate?

The internet and telephone procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. We have been advised that the internet and telephone procedures that have been made available to you are consistent with the requirements of applicable law.

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What is the deadline for submitting my proxy?

Proxy appointments must be received by 11:59 p.m., Central Daylight Time, on May 24, 2016. Submitting19, 2020. You will still have the right to vote in person at the meeting even if you submit your proxy via the internet or by telephone will not affect your right to vote in person should you decide to attend the annual meeting.telephone.

Can I revoke my proxy?

Yes. You may revoke your proxy prior to the annual meeting by either (i) submitting to ProAssurance a properly executed proxy bearing a later date, (ii) by providing different telephone or internet instructions at a

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later date, or (iii) by giving written notice of revocation to the Secretary of ProAssurance. You may also revoke your proxy by voting your shares at the annual meeting. The mailing address of ProAssurance is P.O. Box 590009, Birmingham, Alabama 35259-0009, and the street address is 100 Brookwood Place, Birmingham, Alabama 35209.

Are the materials for the annual meeting available on the internet?

Yes. The materials for ProAssurance’s 20162020 Annual Meeting of Stockholders (the 20152019 Annual Report to the Stockholders, which includes our Annual Report on Form10-K for the year ended December 31, 2015,2019, proxy statement and proxy card) are available on the internet at www.proxyvote.com. Our proxy statement and proxy card for the annual meeting and our 20152019 Annual Report also will be available through the “Investor Relations” section of our website at www.ProAssurance.comhttp://investor.ProAssurance.com/docs until at least May 24, 2017.20, 2021. Our Annual Report to the Stockholders and Annual Report on Form10-K, and other materials on our website are not proxy soliciting materials.

How do I receive a printed copy of the materials for the annual meeting?

You may obtain a printed copy of this proxy statement, our 20152019 Annual Report to the Stockholders and 20152019 Annual Report on Form10-K (including the financial statements and financial statement schedules but without exhibits) without charge by contacting Frank B. O’NeilKen McEwen at our address shown above, by telephone at(205) 877-4400 or(800) 282-6242, or bye-mail at Investor@ProAssurance.com. Copies of exhibits to the Annual Report on Form10-K will be provided upon specific request subject to a charge to cover the cost of producing the copies. You may also request a copy through www.proxyvote.com using your Control Number.

How can I get information or documents regarding corporate governance at ProAssurance?

Our Board of Directors has adopted charters for our Audit Committee, Compensation Committee, and Nominating/Corporate Governance Committee, as well as Corporate Governance Principles and our Code of Ethics and Conduct. All of these documents and policies are available in the Corporate Governance section of our website, www.ProAssurance.com. http://investor.ProAssurance.com/govdocs.

We recognize the growing emphasis being placed on disclosure regarding Environmental Social and Governance issues. In addition to our robust disclosure of governance-related charters, our Code of Ethics & Conduct, and our Corporate Governance Principles, our Environmental and Social disclosures are available in the Corporate Responsibility section of our website, https://investor.proassurance.com/CustomPage/Index?KeyGenPage=1073754513. In that section we provide disclosures regarding our position on Conflict Metals, our Health and Safety Policy, our Environmental Commitment, our position on Human Rights, our commitment to be an Employer of Choice, and a report on the diversity of our workforce and our Board of Directors.

Printed copies of our committee charters, Corporate Governance Principles, and Code of Ethics and Conduct, and our Environmental and Social disclosures may be obtained by contacting Frank B. O’Neil, Senior Vice President,Ken McEwen, Investor Relations Manager, ProAssurance Corporation, either by mail at P.O. Box 590009, Birmingham, Alabama 35259-0009, by telephone at(205) 877-4400 or(800) 282-6242 or bye-mail at Investor@ProAssurance.com.

SOLICITATION BY BOARD OF DIRECTORS

Our Board of Directors is soliciting your proxy to vote at the 20162020 annual meeting. In addition to the solicitation of proxies by mail and the internet, solicitation may be made by certain of our directors, officers or employees telephonically, electronically or by other means of communication. We have not retained a proxy solicitor to assist in the solicitation of proxies, but if we decide to do so we will pay for the fees and other expenses of the solicitor.

PROPOSAL 1 — ELECTION OF DIRECTORS

The term for our Class IIII directors will expire at the 20162020 annual meeting. The Board of Directors has nominated Bruce D. Angiolillo, Esq., John J. McMahon,Samuel A. Di Piazza, Jr., Esq.C.P.A., Edward L. Rand, Jr. and W. Stancil Starnes, Esq.Katisha T. Vance, M.D. for election to the

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Board of Directors at the 2020 annual meeting as Class I directors, to serve until the annual meeting in 2023. Robert E. Flowers, M.D., has been nominated for election to the Board of Directors at the 20162020 annual meeting as a Class III directors.

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AtI director, to serve until the annual meeting you will be askedin 2021. Dr. Flowers has agreed to electretire from the following persons as Class III directors to hold office for terms endingboard at the 2021 annual meeting in anticipation of stockholders to be held in 2019:

Bruce D. Angiolillo, Esq. (Age 63) iscreating a first timevacancy on the board for the election of a nominee made pursuant to the BoardAgreement and Plan of Directors. HeAcquisition with NORCAL Mutual Insurance Company, which we disclosed in a Form8-K filed on February 21, 2020 and is a retired partner of Simpson Thacher & Bartlett LLP, New York, New York. Mr. Angiolillo joined Simpson Thacher in 1980 and developed a practice inexpected to close prior to the areas of securities and other complex commercial litigation before his retirement on December 31, 2014. Following his retirement at Simpson Thacher, Mr. Angiolillo was employed from January 1, 2015 until June 30, 2015, as general counsel for TK Holdings, Inc., which is a subsidiary of Takata Corporation, a global automotive parts manufacturer and supplier based in Auburn Hills, Michigan.2021 annual meeting.

John J. McMahon,Samuel A. Di Piazza, Jr., Esq.C.P.A. (Age 73)(Age 69) has served as a director of ProAssurance since January 2014. Mr. Di Piazza is a member of the Board of Trustees of Mayo Clinic and was appointed its Chairman in February 2002.2014. Mr. McMahon hasDi Piazza served as Chairman of Ligon Industries, a manufacturer of waste water treatment equipment, aluminum castings and hydraulic cylinders, following his service asVice Chairman of the executive committeeInstitutional Clients Group of McWane,Citibank from 2011 until his retirement from Citibank in February 2014. Prior to his service with Citibank, Mr. Di Piazza was a partner with PricewaterhouseCoopers LLP (and its predecessor, Coopers & Lybrand) for thirty years. Mr. Di Piazza currently serves as a director for AT&T Inc. in Birmingham, Alabama, from 1999 until December 31, 2005. Mr. McMahon(NYSE:T) (and for DIRECTV prior to its merger with AT&T), Jones Lang Lasalle, Inc. (NYSE:JLL); Regions Financial Corporation (NYSE:RF); and formerly served as a director of Protective Life Corporation,Apollo Education Group, Inc. (NASDAQ:APOL).

Robert E. Flowers, M.D. (Age 70) has served as a publicdirector of ProAssurance since June 2001 and served as our lead director from 2012 to 2018. Prior to June 2001, Dr. Flowers served as a director of our insurance subsidiary, ProAssurance Indemnity Company, Inc. (formerly, The Medical Assurance Company, Inc.) from 1985 to 2001, and as a director of its former holding company, until its saleMedical Assurance, Inc. (1995-2001). Dr. Flowers practiced as a physician with Gynecology Associates of Dothan P.C., Dothan, Alabama, prior to his retirement in February 2015.2001.

W. Stancil Starnes, Esq.Edward L. Rand, Jr. (Age 67)53) was elected to the Board of Directors on September 2007in 2019 for aone-year term expiring at the 2020 annual meeting. Mr. Rand is the President and serves as its Chairman. Mr. Starnes was appointed as Chief Executive Officer of ProAssurance Corporation. Mr. Rand, who assumed this position at ProAssurance on July 2, 2007.1, 2019, was formerly Chief Operating Officer, and has served as Chief Financial Officer, Executive Vice President, and Senior Vice President of Finance since joining ProAssurance in November of 2004. Prior to joining ProAssurance, Mr. Starnes currently servesRand was Chief Accounting Officer and Head of Corporate Finance for PartnerRe Ltd. from 2000 - 2004. He also served as the Chief Financial Officer of Atlantic American Corporation from 1996 - 2000 and Controller of United Capitol Insurance Company from 1992 - 1996. Prior to that time, Mr. Rand was employed by Coopers & Lybrand (now PriceWaterhouseCoopers) for four years. Mr. Rand is a graduate of Davidson College, where he received a B.A. in Economics.

Katisha T. Vance, M.D. (Age 45) has served as a director of Infinity PropertyProAssurance since May 2017. Dr. Vance is a board-certified oncologist / hematologist practicing at Birmingham Hematology and Casualty Corporation (NASDAQ: IPCC), Oncology (d/b/a public insurance holding company basedAlabama Oncology) in Birmingham, Alabama. She has previously served as the President of the Jefferson County Medical Society. Dr. Vance received her M.D. degree from the University of Alabama School of Medicine in Birmingham, Alabama, where he serves on the audit, compensation and executive committees. He serves as a director of National Commerce Corp. (NASDAQ: NCOM), a public bank holding company basedtrained in internal medicine at Baptist Health System in Birmingham, Alabama.Alabama, and completed a fellowship in medical oncology and hematology at the University of Alabama at Birmingham.

The persons named in our board’sBoard’s proxy card have advised us that, unless a contrary direction is indicated on your proxy card, they intend to vote the shares appointing them as proxies in favor of the named nominees. If the nominees should be unable to serve, and the Board of Directors knows of no reason to anticipate that this will occur, the persons named in the proxy card will vote for such other person or persons as may be recommended by our Nominating/Corporate Governance Committee and designated by the Board of Directors, or the Board of Directors may decide not to elect an additional person as a director. The persons named in the proxy card will have no authority to vote for the election of any person other than the nominees or their substitutes in the election of directors.

All of the nominees have been approved, recommended and nominated for election to the Board of Directors by our Nominating/Corporate Governance Committee and by our Board of Directors in accordance with our Corporate Governance Principles. In addition, all nominees have tendered their irrevocable conditional resignations in accordance with ourBy-Laws and Corporate Governance Principles, as further discussed below.

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OurBy-Laws require majority voting for the election of directors in uncontested elections (elections where the number of nominees is not greater than the number of directors to be elected). Directors in uncontested elections must receive a greater number of votes “for” his or hertheir election than votes “withheld” from such election. OurBy-Laws provide that directors in contested elections are elected under a plurality vote standard in which nominees receiving the most votes are elected, regardless of how many shares are voted against the nominee. A contested election is one in which there are more nominees than directors to be elected. The election of directors pursuant to this Proposal 1 is an uncontested election.

With respect to the election of directors, you may vote for all of the nominees or withhold authority to vote for any or all of the nominees. The New York Stock Exchange (“NYSE”) prohibits brokers from voting uninstructed shares in a proposal relating to, among other corporate governance items, the majority votingelection of directors.As a result, if you hold your shares in “street name” with your broker and you do not specificallyinstruct your broker how to vote on the election of the directors, your broker will not vote for you on Proposal 1 (election of directors). The vote required for Proposal 1 (election of directors) is a majority of the votes present in person or by proxy at the meeting and entitled to vote on the proposal, with “majority” meaning that the number of shares voted “for” a director’s election exceeds the number of shares voted “against” such director’s election. Abstentions and brokernon-votes will have no effect on the outcome of the voting on the proposal.

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Under the laws of Delaware, ProAssurance’s state of incorporation, if an incumbent director is not elected, that director continues to serve as a “holdover director” until the director’s successor is duly elected and qualified, even if there are more votes “withheld” than cast “for” the director. As a result, the Board of Directors has adopted a policy that requires each nominee for election as a director to tender, as a condition to the Board of Directors’ nomination of that director, a written irrevocable resignation as a director to be effective after the annual meeting at which such person is nominated for election to the Board of Directors if the following conditions are satisfied: (1) such person is nominated as a director in an uncontested election; (2) such person receives a greater number of “withheld” votes from his or her election than votes “for” such election; and (3) such resignation is accepted by the Board of Directors. If any nominee in an uncontested election does not receive the required vote for election, the Board of Directors will decide whether to accept or reject the resignation previously tendered by such nominee. The Board of Directors may consider all factors it deems relevant in deciding whether to reject a tendered resignation, including, but not limited to, the following: (i) any stated reasons why stockholders withheld votes from such nominee, (ii) any alternatives for curing the underlying cause of the withheld votes, (iii) if the nominee is a current director, the director’s tenure, (iv) the nominee’s qualifications, (v) the nominee’s past and expected future contributions to ProAssurance, and (vi) the overall composition of the Board of Directors, including whether accepting the resignation would cause ProAssurance to fail to meet any applicable SEC or NYSE requirements. The Board of Directors is required to act on the resignation within ten days following certification of the stockholder vote indicating that such person received a greater number of “withheld” votes in the uncontested election. A director who is elected in an uncontested election but who received a greater number of “withheld” votes will serve as a director until the Board accepts such director’s resignation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTEFOR THE NOMINEES NOMINATED FOR ELECTION AS DIRECTORS BY THE BOARD OF DIRECTORS.

Board of Directors

Our Certificate of Incorporation provides that our Board of Directors is comprised of at least three and not more than twenty-four directors, as determined by the Board of Directors. The Certificate of Incorporation requires that our directors be divided into three classes as nearly equal as possible and that the directors serve staggered terms of three years. The remaining directors may fill any vacancies on the Board of Directors resulting from the death, resignation or removal of a director or from any increase in the number of directors. A director elected by the directors to fill a vacancy on the Board of Directors holds office until the next election of the class of directors for which such director has been chosen. The Board of Directors is currently comprised of tentwelve directors.

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The Board of Directors has nominated Bruce D. Angiolillo, John J . McMahon,Samuel A. Di Piazza, Jr., C.P.A., Robert E. Flowers, M.D., Edward L. Rand, Jr. and W. Stancil StarnesKatisha T. Vance, M.D. for election to the Board of Directors at the 20162020 annual meeting as Class IIII directors as set forth above under the caption “Proposal 1 — Election of Directors.” Messrs. McMahonDi Piazza and StarnesRand and Drs. Flowers and Vance are currently Class IIII directors whose terms will expire at the annual meeting. Mr. Angiolillo has been nominated to succeed Dr. William J. Listwan whose term as a Class III Director will expire at the annual meeting and who will retire from the Board of Directors because of age requirements in our Bylaws. Information regarding the nominees is set forth above and information regarding the directors continuing in office is set forth below, all of which was confirmed by them for inclusion in this proxy statement. Information regarding stock ownership by the nominees and continuing directors is set forth in the table under the caption “Beneficial Ownership of Our Common Stock” included elsewhere in this proxy statement.

Class I Directors Continuing in Office — Term Expiring in 2017

Samuel A. Di Piazza, Jr.(Age 65) has served as a director of ProAssurance since January 2014. Mr. Di Piazza is a member of the Board of Trustees of Mayo Clinic and was appointed its Chairman in February 2014. Mr. Di Piazza served as Vice Chairman of the Institutional Clients Group of Citibank from 2011 until his retirement from Citibank in February 2014. Prior to his service with Citibank, Mr. Di Piazza was a partner with

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PricewaterhouseCoopers LLP (and its predecessor, Coopers & Lybrand) for thirty years. Mr. Di Piazza currently serves as a director for AT&T Inc. (NYSE:T) (and for DIRECTV prior to its merger with AT&T) and Jones Lang Lasalle, Inc. (NYSE:JLL); and formerly served as a director of Apollo Education Group, Inc. (NASDAQ:APOL).

Robert E. Flowers, M.D. (Age 66) has served as a director of ProAssurance since June 2001 and became our lead director in May 2012. Prior to June 2001, Dr. Flowers served as a director of our insurance subsidiary, ProAssurance Indemnity Company, Inc. (formerly, The Medical Assurance Company, Inc.) from 1985 to 2001, and as a director of its former holding company, Medical Assurance, Inc. (1995-2001). Dr. Flowers practiced as a physician with Gynecology Associates of Dothan P.C., Dothan, Alabama, prior to his retirement in 2001.

Ann F. Putallaz, Ph.D. (Age 70) has served as a director of ProAssurance since June 2001. Prior to 2001, Ms. Putallaz served as a director of our predecessor, Professionals Group, Inc. (1996-2001), and as its Vice-Chairman (1999-2001). Ms. Putallaz received her Ph.D. in economics in 1974 and has served in various capacities for firms engaged in the investment management business since 1983. Ms. Putallaz is currently Principal of AFP Consulting, LLC. She retired from Munder Capital Management, an investment advisor to The Munder Funds, an open end investment company registered under the Investment Company Act of 1940 where she served as Director of Data & Communication Services.

Class II Directors Continuing in Office — Term Expiring in 20182021

M. James Gorrie(Age 53)57) has served as a director of ProAssurance since May 2012. Mr. Gorrie is the President and Chief Executive Officer of Brasfield & Gorrie, Inc. in Birmingham, Alabama, a construction firm with recent annual revenues in excess of $2 billion. He holds a B.S. in Building Science from Auburn University and serves as a Director of First Commercial Bank (a division of Synovus Bank (NYSE: SNV), one of the largest community banks in the Southeast) and was a director of Energen Corporation (NYSE: EGN) prior to its acquisition by Diamondback Energy in Birmingham, a public oil and gas exploration and production company.2018.

Frank A. Spinosa, D.P.M.Ziad R. Haydar, M.D. (Age 61)57) has served as a director of ProAssurance since May 2012. Dr. Spinosa2015 and is a board-certified podiatrist and has practiced as a partner of Shelter Island Podiatry Associates in Shelter Island, New York. Dr. Spinosa served as a member of the Board of Trustees of the American Podiatric Medical Association through March 2016. Dr. Spinosa is also a past president of the American Podiatric Medical Association and a past president of the New York State Podiatric Medical Association.an independent healthcare consultant. He has taught as an Associate Professor of Radiology at the New York College of Podiatric Medicine.

Ziad R. Haydar, M.D. (Age 53) has served as a director of ProAssurance since May 2015. He iswas Senior Vice President and Chief Clinical Officer of Ascension Health in St. Louis, Missouri.Missouri from July 2015 until June 2019, and prior to that was Chief Medical Officer since 2012. Ascension Health is the largestnot-for-profit and largest Catholic health system in the United States. Dr. Haydar began his tenure at Ascension Health in 2010 as its Vice President Clinical Excellence and Physician Integration until he was promoted to Vice President and Chief Medical Officer in 2011, and he served in that position until his appointment to his current positionSenior Vice President and Chief Clinical Officer in July 2015. Prior to 2010, Dr. Haydar was an executive with Baylor Health Care System in Dallas, Texas. Dr. Haydar received his M.D. degree from American University in Beirut, trained in Family Medicine at the Medical University of South Carolina, and completed a fellowship in Geriatrics and Gerontology at Johns Hopkins University School of Medicine.

Frank A. Spinosa, D.P.M. (Age 65) has served as a director of ProAssurance since May 2012. Dr. Spinosa is a board-certified podiatrist and practices as a partner at Foot and Ankle Associates of New Mexico in Albuquerque, New Mexico. Dr. Spinosa serves as a member of the Board of Trustees of New Mexico Podiatric Medical Association. He served as a member of the Board of Trustees of the American Podiatric Medical Association through March 2016, and served as president of both the American Podiatric Medical Association and the New York State Podiatric Medical Association. He has taught as an Associate Professor of Radiology at the New York College of Podiatric Medicine.

Thomas A. S. Wilson, Jr., M.D.(Age 54)58) has served as a director of ProAssurance since May 2012. Dr. Wilson is a recently retired board-certified neurosurgeon, having practiced with Neurosurgical Associates, P.C., in Birmingham, Alabama.Alabama for more than 20 years. He holds a B.S. in natural science and mathematics from Washington & Lee University and an M.D. from Vanderbilt University. He completed an internship in general surgery and a residency in neurosurgery at Bowman Gray School of Medicine, Wake Forest University. The Board of Directors elected Dr. Wilson to the position of Lead Director in May 2018.

Class III Directors Continuing in Office — Term Expiring in 2022

Kedrick D. Adkins Jr., C.P.A.(Age 67) was elected to the Board of Directors in May 2018. Mr. Adkins served as the Chief Financial Officer for the Mayo Clinic from 2014 through his retirement at the end of 2017. He also served as the President of Integrated Services of Trinity Health Care from 2007 to 2014. Prior to his service at Trinity Health Care, Mr. Adkins had a30-year

firm specializing in healthcare and technology, and the board of directors for Christus Health, the University of Michigan Hospital System, and Medical Memory, a medical technology startup.

Bruce D. Angiolillo, J.D. (Age 67) has served as a director of ProAssurance since May 2016. He is a retired partner of Simpson Thacher & Bartlett LLP, New York, New York. Mr. Angiolillo joined Simpson Thacher in 1980 and developed a practice in the areas of securities and other complex commercial litigation from which he retired on December 31, 2014. Following his retirement from Simpson Thacher, Mr. Angiolillo was employed from January 1, 2015 until June 30, 2015, as general counsel for TK Holdings, Inc., which is a subsidiary of Takata Corporation, a global automotive parts manufacturer and supplier based in Auburn Hills, Michigan.

Maye Head Frei(Age 49) was first elected to the Board of Directors in 2019. Ms. Frei serves as the Chairman of Ram Tool Construction Supply Company based in Birmingham, Alabama, where she has been serving in various roles since 1997. Ram Tool is a family-owned construction supply distributor and one of the largest women-owned businesses in Alabama. Ms. Frei holds a B.A. in History from Yale University, and she completed post-graduate studies at the Sorbonne in Paris, France. She serves on the Board of Trustees for the Birmingham Museum of Art and the Board of Trustees for the Highlands School in Birmingham. In addition, she serves on the boards of the Hugh Kaul Foundation and the Alabama Trails Foundation.

W. Stancil Starnes, J.D.(Age 71) was elected to the Board of Directors in September 2007 and serves as its Executive Chairman. Mr. Starnes was appointed Chief Executive Officer of ProAssurance on July 2, 2007 and served in that role through June 2019. Prior to joining ProAssurance, Mr. Starnes served as the senior and managing partner of the law firm of Starnes & Atchison LLP in Birmingham, Alabama, where he was extensively involved with ProAssurance and its predecessors in the defense of medical liability claims for over 25 years. He withdrew from the firm in October 2006 to serve as President, Corporate Planning and Administration of Brasfield & Gorrie, Inc., a commercial construction firm based in Birmingham, Alabama, where he served until May 2007. Mr. Starnes served as a director of two public companies that have since been acquired, National Commerce Corp. (NASDAQ: NCOM) and Infinity Property and Casualty Corporation (NASDAQ: IPCC). At National Commerce Corporation he served as the Chairman of the both the risk committee and the nomination and corporate governance committee; and was a member of the Compensation Committee. At Infinity Property and Casualty Corporation (NASDAQ: IPCC), he served on the audit, compensation and executive committees.

Independent Directors

As required by the New York Stock Exchange Corporate Governance Listing Standards (“NYSE Rules”), a majority of the directors on our Board of Directors are required to be “independent” directors. Our Board of Directors has determined that the following directors are “independent” directors:

The Nominating/Corporate Governance Committee has determined that Bruce D. Angiolillo, if elected at the annual meeting, will be an independent director. In 2015, the Board of Directors determined that Anthony R. Tersigni was independent during his service on the Board of Directors and Audit Committee prior to the election of his successor at the 2015 annual meeting.

Since 2012, our Board evaluates the independence of our directors by reviewing each related party relationship or transaction involving a director or nominee for a director using a subjective and principles-based approach. To find that a director or nominee is independent, the Board must affirmatively determine that he or she has no material relationship with the Company that will preclude his or her independence after using a three step approach that: (1) identifies all relationships and transactions between the director or nominee and the Company; (2) analyzes those relationships under certain criteria, including the NYSE Rules, the recommendations for corporate governance (“Governance Guidelines”) published by Institutional Shareholder Services (“ISS”) and Glass Lewis & Co., LLC, and specific committee independence requirements under Internal Revenue Code Section 162(m) and SEC Rule16b-3; and (3) analyzes any remaining relationship to determine

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whether such relationship precludes a finding of independence in the Board’s business judgment. The Board considered the following relationships in its evaluation of the independence of ournon-management directors.

The NYSE Rules provide that a director cannot be independent if he or she is a current employee, or a member of his or her immediate family is a current executive officer of another company that has made payments to, or received payments from, ProAssurance during the past three (3) years in an amount that exceeds the greater of $1 million or two percent (2%) of thatthe other company’s consolidated gross revenues during each fiscal year ended in such period.

Anthony R. Tersigni, EdD, FACHE is the President and Chief Executive officer of Ascension Health Alliance or Ascension. Ascension is the parent holding company for Ascension Health (“AH”) and Ascension Health Insurance, Ltd. (“AHIL”). Ziad R. Haydar, M.D. is Senior Vice President and Chief Clinical Officer of AH. Effective January 1, 2011, ProAssurance entered into a Program Agreement with AH (the “Program”) pursuant to which a branded joint insurance program was created to insure the professional liability of certain physicians and healthcare providers affiliated with the Ascension health system, which is comprised of over 100 non-profit hospitals and other healthcare providers (the “System”). The Program, marketed under the name “Certitude^®,” is administered and underwritten by ProAssurance’s insurance subsidiaries. Policies issued under the Program are reinsured by AHIL. In 2013, 2014 and 2015, ProAssurance’s insurance subsidiaries wrote premiums through the Program in the amount of $22,427,745, $25,775,624 and $30,781,333 respectively, of which $5,136,372, $8,002,392 and $8,489,894 respectively, was paid by Ascension affiliates on behalf of the physicians. ProAssurance paid a reinsurance premium to AHIL in the amount of $12,089,305 in 2013, $14,390,619 in 2014, and $16,323,034 in 2015, and AHIL paid to ProAssurance a ceding commission of $1,905,981 in 2013, $1,938,507 in 2014, and $2,177,930 in 2015. In 2015, AHIL also paid a subsidiary of ProAssurance a ceded premium of $483,431 under a reinsurance treaty that provides a buffer layer for excess professional liability insurance written by AHIL. The Board found that Dr. Haydar is not precluded from being independent because the amount of payments to and from ProAssurance was significantly below the two percent (2%) of the consolidated revenues of Ascension and thereby did not meet the “bright line” tests for independence under the NYSE Rules. Furthermore, the Board found that Dr. Haydar is not precluded from being independent

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under the Governance Guidelines, which prohibit any material transaction relationship using the same thresholds applied solely to the recipient of the payments, because the payments actually made by Ascension on behalf of physicians and providers are less than 2% of our revenues in 2015. Based on these determinations, the Board found Dr. Haydar to be an independent director.

Frank A. Spinosa, D.P.M., is a member of the Board of Trustees of the American Podiatric Medical Association (the “Association”) and served as its President for the year that ended March 23, 2015. Dr. Spinosa is not and has not been an employee of the Association, but he received an honorarium in the amount of $159,500 for his services as President of the Association, all of which was paid in 2014. The Association and ProAssurance’s subsidiary, Podiatry Insurance Company of America (“PICA”), are parties to a License Agreement effective March 1, 2011 (the “License Agreement”), pursuant to which PICA is required to pay the Association $100,000 per annum for the Association’s endorsement of PICA’s medical professional liability insurance and for the right to use the Association’s name, logo and member list in marketing the endorsed products. PICA has also agreed to pay at least $25,000 per annum in support of the Annual Scientific Meeting; to provide a PICA Risk Management Program at such meeting; and to provide a premium discount to PICA insured podiatric physicians who attend the Risk Management Program. Finally, PICA has agreed to support the Association’s Young Member Program at the rate of $174,000 per annum. In 2013, 2014 and 2015, PICA paid the Association $446,250, $505,175 and $290,000 respectively, pursuant to the License Agreement and as miscellaneous donations. The current budget for the Association contemplates annual revenues of approximately $13.8 million. Based on these amounts, the Board found that Dr. Spinosa was not precluded from being independent under NYSE Rules because the payments to and from ProAssurance in the last three years were below the threshold of $1,000,000. Furthermore, the Board found that Dr. Spinosa is not precluded from being independent based on its understanding of the Governance Guidelines, which prohibit any material transaction relationship using the same thresholds applied solely to the recipient of the payments. In addition, we have had discussions with ISS about these payments to the Association and their historical context and importance to the business of PICA, and we were advised that ISS considers these payments transactional in nature so that they should not preclude a finding that Dr. Spinosa is independent.

Three of our directors have purchased medical professional liability insurance from the Company either directly or indirectly through their respective practice entities during the last three years (Drs. Listwan, Spinosa, Vance, and Wilson), and. Dr. Spinosa’s spouse is a physician insured by the Company. Dr. Listwan purchased insurance from the Company until December 31, 2013, and he paid premiums of less than $3,000 in 2013. Dr. Spinosa and his spouse have purchased individual policies of medical professional liability insurance from PICAan insurance subsidiary of ProAssurance during the last three years as follows: 2013-20142017-2018 — $3,379;2018-2019 —$1,232; and 2019-2020 — $2,042. Dr. Spinosa $5,052 and spouse $7,352; 2014-2015 — Dr. Spinosa $8,024 and spouse $7,978; 2015-2016 — Dr. Spinosa $8,266 and spouse $8,266. Dr. WilsonVance purchased individual policies of medical professional liability insurance from an insurance subsidiary of ProAssurance in each of the last three years as follows: 2013-20142017-2018 — $47,993; 2014-2015$8,719;2018-2019 — $47,993; $8,305; and 2015-20162019-2020 — $42, 274.$8,318. Dr. WilsonVance is also an executive officera partner of Neurosurgical Associates, P.C.,Alabama Oncology, which is insured by one of ProAssurance’s insurance subsidiaries with a current premium of approximately $134,383.$260,761. Dr. Wilson, who retired in July 2019, purchased individual policies of medical professional liability insurance from an insurance subsidiary of ProAssurance in the two years prior to his retirement as follows:2017-2018 —$33,350; and2018-2019 — $33,350. Dr. Wilson was also an executive officer of Neurosurgical Associates, P.C. until his retirement, which is insured by one of ProAssurance’s insurance subsidiaries with a current premium of approximately $119,029. All insurance policies were obtained in the ordinary course of business at rates that are consistent with our filed rates and customary underwriting practices. The premiums paid with respect to the individual physicians or the practice entities do not exceed the lower $1,000,000 standard of materiality set forth in the NYSE Rules.Rules and Governance Guidelines.

Our Board has consistently found that it is customary and appropriate for our physician directors to obtain their professional liability insurance from our insurance subsidiaries, and that the purchase of insurance from our subsidiaries will not impair the independence of a director so long as the premiums paid are less than the $1,000,000 limitation in the NYSE Rules. In addition, the Board determined that the purchase of insurance did not create any material interest in the transaction such that it would have an effect on the independence of a director. For this reason, the Board also determined that the purchase of insurance should not be considered a “material relationship” based on our understanding of the Governance Guidelines since it does not influence these directors’ objectivity in a manner that would impair their ability to satisfy fiduciary standards.

Mr. Gorrie is the President and Chief Executive Officer of Brasfield & Gorrie, Inc. (“B&G”). B&G is a controlling member of Hangar 24, LLC (“Hangar 24”) of which ProAssurance owns 20% and B&G owns 60%.

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The sole purpose of Hangar 24 is to share the cost of the hangar leased from the Birmingham Airport Authority where ProAssurance keeps its corporate aircraft. Hangar 24 pays the rent on the hangar. ProAssurance reimburses Hangar 24 for its share of the rent and reimburses Hangar 24 for the cost of the fuel used by its aircraft. The Board of Directors determined that this relationship did not preclude Mr. Gorrie’s independence because the amounts paid for rent and fuel reimbursement do not exceed the greater of $1,000,000 or 2% of the recipient’s gross revenues and it does not meet the materiality threshold for “material transactions” under the Governance Guidelines.

Mr. McMahon is an executive officer and a controlling stockholder of Ligon Industries (“Ligon”). Ligon and ProAssurance (through their subsidiaries) are parties to an Aircraft Interchange Agreement dated April 5, 2012. Pursuant to this agreement, ProAssurance has the right to use the Ligon aircraft at its election on the condition that ProAssurance allows Ligon to use the ProAssurance aircraft for the same amount of time. The Board of Directors determined that this relationship did not preclude Mr. McMahon’s independence because the value of the exchange between Ligon and ProAssurance did not exceed the greater of $1,000,000 or 2% of the recipient’s gross revenues and it doesdo not meet the materiality threshold for “material transactions” under the Governance Guidelines.

The Board of Directors has determined that the relationship between Ascension and ProAssurance did not impair the independence of either Dr. Tersigni or Dr. Haydar; the relationship between PICA and the American Podiatric Medical Association did not impair the independence of Dr. Spinosa; that the purchase of medical professional liability insurance by our directors and their relatives did not impair the independence of Drs. Listwan, Spinosa, Vance, and Wilson; and that the relationship between ProAssurance and B&G did not impair the independence of Mr. Gorrie; and that the relationship between ProAssurance and Ligon did not impair the independenceGorrie.

Relationships Considered for Independence of Mr. McMahon.

The NYSE rules provide that a director cannot be independent if he or she, or an immediate family member of such director, has received compensation (other than director and committee compensation) during any 12-month period of more than $120,000 from, ProAssurance or any of its subsidiaries in any of the last three years.Committee Members.

Dr. Spinosa’s spouse has served on the physicians’ committee of PICA and received compensation and reimbursement of expenses from PICA in the following amounts during the last three years: 2013 — $14,215 (including $4,751 for reimbursement of expenses), 2014 — $15,548 (including $5,648 for reimbursement of expenses), and 2015 — $3,648 (including $2,148 reimbursement of expenses). Dr. Spinosa did not receive any compensation from PICA or any other subsidiary of ProAssurance during this period. The Board determined that the payments to Dr. Spinosa’s spouse did not impair his independence because the amount of the fees did not exceed the $120,000 threshold and because his spouse is not dependent on PICA for her primary source of compensation. The Board also determined that payments made to Dr. Spinosa’s spouse in 2015 should not violate the Governance Guidelines which prohibit compensation for “professional services” in excess of $10,000 per year to a director’s spouse.

We have engaged Dr. Listwan as a consultant under a Consulting and Confidentiality Agreement that provides that Dr. Listwan will provide nonexclusive services to ProAssurance relating to review of insurance cases, facilitating ProAssurance’s relationship with the Wisconsin Medical Society, providing consultation services with respect to claims, underwriting, and risk management, and providing other services as requested in consideration of an annual retainer of $44,000. At its meeting on December 2, 2015, the Board of Directors reviewed this consulting arrangement and determined that Dr. Listwan satisfies the current independence criteria for directors because: (i) Dr. Listwan is not an employee of ProAssurance or any of its subsidiaries based on the Board’s review of the terms of Dr. Listwan’s engagement as a consultant and its consideration of Internal Revenue Service regulations defining employees and independent contractors for purposes of FICA (Federal Insurance Contributions Act) withholding, and the factors used by our Human Resources Department to determine whether a service provider receives a statement on Form W-2 (an employee) or Form 1099 (independent contractor) with respect to its compensation for services; and (ii) the compensation payable to Dr. Listwan for services as a consultant would not exceed the limitation on non-director compensation under the NYSE Rules. Based on the above analysis, the Board of Directors determined that Dr. Listwan should be

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considered an independent director under the NYSE Rules notwithstanding the Governance Guidelines, which provide that a director will be deemed an “Affiliated Outside Director” if he or she receives compensation in excess of $10,000 for “professional services.”

The Board of Directors has determined that the payment of consulting fees to Dr. Spinosa’s spouse and Dr. Listwan should not impair the independence of Drs. Spinosa and Listwan.

Other Relationships Considered.

The Board of Directors evaluated the independence of the members on both the Audit Committee and Compensation Committee. Mr. Adkins, Mr. Angiolillo, Mr. Di Piazza’sPiazza, and Dr. Putallaz’sSpinosa serve on the Audit Committee. Mr. Adkins’ and Mr. Di Piazza’s only relationship with the Company is their service on the Board

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and the Audit Committee. Mr. Angiolillo’s only relationship with the Company is his service on the Board, the Audit Committee, and the Compensation Committee. The Board of Directors also carefully evaluated the independence of Dr. Tersigni and his successor on the Audit Committee, Dr. Spinosa with respect to the above describedabove-described relationships and determined that such relationships should not impair thehis ability of either of them to be independent under the NYSE and SEC standards for members of the Audit Committee. As a result, the Board determined that each of these directors was permitted to serve on the Audit Committee under the requirements of the SEC and NYSE rules.

Mr. Angiolillo, Dr. Flowers Mr. McMahon and Mr. GorrieDr. Wilson serve on the Compensation Committee. Dr. Flowers’Mr. Angiolillo’s only relationship with the Company is his service on the Board as Lead Director and a member of the Compensation Committee and Audit Committee, and Dr. Wilson’s only relationship with the Company is his service on the Board and a member of the Compensation Committee and Executive Committee. As a result, the Board determined that Mr. Angiolillo and Dr. Flowers wasWilson were permitted to serve on the Compensation Committee under the requirements of the SEC rules. In reviewing Mr. McMahon’s and Mr. Gorrie’sDr. Wilson’s qualifications to serve on the Compensation Committee, the Board evaluated the above describedabove-described relationships as required by the NYSE Rules mandated by SEC Rule10C-1. The Board determined that the existence of these relationships did not impactaffect the ability of either Mr. McMahon or Mr. GorrieDr. Wilson to satisfy his objectivity in the boardroom or ability to satisfy his fiduciary duty to the Company’s stockholders under the NYSE Rules, as well as under the Governance Guidelines.

Qualification of Directors

The Nominating/Corporate Governance Committee and Board of Directors are responsible for determining the appropriate composition of our Board and for the selection of individual candidates. Our Corporate Governance Principles do not establish any specific minimum qualifications or skills that an individual candidate must possess. Rather, the Corporate Governance Principles direct our Nominating/Corporate Governance Committee to take into account all factors it considers appropriate, including a candidate’s reputation for ethical business dealings, knowledge, skill, experience, expertise and the extent to which the candidate would fill a present need in the composition of the Board.

We have recruited directors whom we believe bring to our Board of Directors a diverse set of qualifications related to our business and its products. More specifically:

The following discussion addresses the experience, qualifications, attributes and skills that have led us to conclude that our director nominees and our current directors should serve on our Board.

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Healthcare ProvidersProviders/Healthcare Experience:    Our Board currently has five physicians who are independent directors: Robert Flowers, M.D., Ziad R Haydar, M.D., William Listwan, M.D., Frank Spinosa, D.P.M., Katisha T. Vance, M.D., and Thomas Wilson, Jr., M.D. Each of our physician-directors is board certified in a different medical specialty and actively practices medicine, with the exception of Dr. Flowers, who retired from his obstetrics and gynecology practice in Dothan, Alabama, after more than 20 years and Dr. Haydar who is on the management term of Ascension Health as its Chief Clinical Officer. Dr. Listwan, who has practiced internal medicine in Wisconsin for over 30 years, servedSpinosa currently serves as a boardBoard member of New Mexico Podiatric Medical Association and President of the Wisconsin Medical Society and is currently on the volunteer faculty of the Medical College of Wisconsin in Milwaukee and employed as a part-time Medical Director for Molina Health Care. Dr. Spinosaformerly served as a board member and is a past president of the American Podiatric Medical Association. Dr. Spinosa is also a past President of the New York State Podiatric Medical Association, and has taught at the New York CollectionCollege of Podiatric Medicine. Dr. WilsonVance is a board-certified oncologist and hematologist practicing at Birmingham Hematology and Oncology (d/b/a Alabama Oncology) in Birmingham, Alabama. She has also served as the President of the Jefferson County Medical Society. Dr. Flowers retired from his obstetrics and gynecology practice in Dothan, Alabama. Dr. Haydar served as the Chief Clinical Officer of

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Ascension Health until June 2019. Dr. Wilson, who recently retired from the practice of medicine, was a board-certified neurosurgeon who has been in practiceand practiced for over 20 years and has authored numerous publications and presentations.

The presence of our independent physician-directors reflects our commitment to local market presence and to our physician heritage. Dr. Flowers has served on our regional claims committee in Alabama for over 20 years. Dr. Listwan served on the board and claims committee of our Wisconsin predecessor from 1980 until its merger with ProAssurance in 2006. These physicians regularly attend regional claims committee meetings and assistHe assists the Board of Directors in understanding professional liability and risk management issues affecting and of concern to physicians and other healthcare professionals in our professional liability insurance markets.

Dr. Haydar brings valuable healthcare and business knowledge to the Board of Directors. Although currently an independent consultant on clinical matters, Dr. Haydar is a Senior Vice-President andserved as Chief Clinical Officer of Ascension Health, which is the largestnot-for-profit, and largest Catholic health system in the United States. Dr. Haydar leads Ascension’s Clinical Excellence initiatives directed at patient safety within the organization.States, from July 2015 to June 2019, and as its Chief Medical Officer from 2012.

In addition to our physician directors, W. Stancil Starnes, who served as our Chief Executive Officer W. Stancil Starnes,from 2007 until 2019, represented practicing physicians and healthcare entities in the defense of medical malpractice claims for over 3025 years. Mr. Starnes brings to the Board a deep understanding of the legal and professional issues involved in resolving claims and how best to deliver the claims defense that is the key component of our insurance products.

Samuel A. Di Piazza, Jr., C.P.A., has served on the Board of Trustees of Mayo Clinic since 2010 and was appointed Chairman of the Board of Trustees on February 21, 2014. Mayo Clinic is a nonprofit worldwide leader in medical care, research and education. The Board of Trustees is the governing body of Mayo Clinic and has overall responsibility for the charitable, clinical practice, scientific and educational mission and purposes of Mayo Clinic.

Kedrick D. Adkins Jr., C.P.A., served as the Chief Financial Officer of the Mayo Clinic from 2014 to 2017, and currently serves on the boards of two hospital systems, an investment firm specializing in healthcare technology, and a medical technology startup. He also served as the President of Integrated Services at Trinity Health Corporation for seven years. Mr. Adkins brings to the Board of Directors a wealth of knowledge related to the financial side of medicine and medical technology.

Business and Leadership Experience:    Mr. Starnes has served as our Chief Executive Officer sincefrom July 2007 to June 2019, and it has been our practice for our Chief Executive Officer to serve on our Board of Directors. Mr. Starnes is a trustee of the University of Alabama System. He was formerly a director of Infinity Property and Casualty Corporation (NASDAQ: IPCC), a public insurance holding company and served on the audit, compensation and executive committees. He is also a former director of National Commerce Corporation, where he served as the Chairman of the both the risk committee and the nomination and corporate governance committee; and was a public bank holding company.member of the Compensation Committee. His service on both boards of thesenow-acquired companies and past service as CEO of ProAssurance demonstrate his expertise in a wide range of corporate activities.

Mr. McMahonRand served as Chief Financial Officer of ProAssurance from 2004 to 2018, and President and Chief Operating Officer until his appointment as Chief Executive Officer in July 2019. He was a director of Protective Life Corporation, which was a public insurance holding company until its sale in February 2015. Mr. McMahon’s careerelected to the Board after his appointment as President, as it has focused on the leadership of business enterprises including McWane Cast Iron Pipe Company, a privately held manufacturer of cast iron pipe, and Ligon Industries, a manufacturer of waste treatment equipment, aluminum castings and hydraulic cylinders. His leadership ability is reflected by his electionbeen our practice for our President to serve as a trusteeon our Board of Directors. Mr. Rand also brings his considerable financial and business knowledge to the UniversityBoard of Alabama, a director of UAB Health Systems,Directors.

Mr. Adkins, in addition to serving in executive and a trustee of Birmingham Southern College.

Dr. Putallaz, who obtained a Ph.D. in economics in 1974, has served in various capacities for firms engagedfinancial roles in the investmenthealthcare community, had a30-year tenure at Accenture, a global management business since 1983. Prior to that time she was a lecturer in the Economics Department of the University of Michigan. She currently serves in a volunteer capacity for the CFA Institute, working on initiatives related to the Global Investment Performance Standards^® or GIPS^®. In that capacity, she chairs the GIPS^® Executive Committee. Ms. Putallaz, who serves on our Audit Committee,consulting and professional services firm. He brings herhis knowledge and expertise to the financial and investment aspects of ProAssurance.

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Mr. Gorrie also brings valuable business perspective to the Board of Directors. Mr. Gorrie is the President and Chief Executive Officer of Brasfield & Gorrie, a construction firm with recent annual revenues in excess of $2 billion.

Ms. Frei brings to the Board of Directors a wealth of business knowledge that benefits ProAssurance. She currently serves as the Chairman of Ram Tool & Supply Company, a multi-state construction supply distributor and one of the largest women-owned businesses in Alabama.

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Mr. Di Piazza served in numerous leadership positions during his career with PricewaterhouseCoopers, LLP including serving as the firm’s Global Chief Executive Officer and a member of its Global Leadership Team, serving as Chairman and Senior Partner at PricewaterhouseCoopers, and serving as the leader of local offices in Chicago, New York City and Birmingham. Following his tenure at PricewaterhouseCoopers, Mr. Di Piazza served as a leader of the Citi International Client Group at Citigroup, where he was Vice Chairman at the time of his retirement in February 2014. The Citi International Client Group provides corporate, institutional, public sector and high net worth international clients with a full range of wholesale banking products and services.

Additional Qualifications:    In selecting individual candidates, ProAssurance also has considered other relevant experience of our directors including:

Public Company Experience: Apart from ProAssurance and its predecessor companies, Messrs. Starnes, Di Piazza, and Gorrie have all served, or currently serve, as members of the Board of Directors of one or more publicly traded companies, and each has gained valuable experience through leadership of, and service on, various standing committees of each Board on which they have served.

Practice of Law: A background in law is of significant value in understanding the legal issues impacting ProAssurance as a publicly traded company and as a holding company for regulated insurance companies. Messrs. McMahon andMr. Starnes both had experience in the private practice of law prior to entering their business careers. Mr. Starnes served as senior and managing partner of the law firm of Starnes & Atchison LLP in Birmingham, Alabama, where he was extensively involved with ProAssurance and its predecessors in the defense of medical liability claims for over 25 years. Mr. Angiolillo was a partner at Simpson, Thacher & Bartlett LLP in New York for approximately 30 years until his retirement in 2014, where his practice involved securities and other complex commercial litigation.

Public Company Experience: Apart from ProAssurance and its predecessor companies, Messrs. McMahon, Starnes, Di Piazza, and Gorrie have all served as members of the Board of Directors of one or more publicly traded companies, and each has gained valuable experience through leadership of, and service on, various standing committees of each Board on which they have served.

Qualification to Serve on the Audit Committee: Members of the audit committee of a publicly traded company are required to be independent and to possess specific financial qualifications. SEC and NYSE rules require that members of an audit committee be “financially literate,” and that one member be an “audit committee financial expert.” In selecting directors, we consider the candidate’s ability to serve on the Audit Committee. All members of our Audit Committee have been found to be independent by our Board of Directors under the NYSE Rules and SEC requirements. Mr. Adkins, Mr. Angiolillo, Mr. Di Piazza, Dr. Putallaz and Dr. Spinosa meet the financial literacy requirements as a resultbecause of their training, employment, and general financial expertise. Mr. Di Piazza has been designated as our audit committee financial expert based upon his expertise and his experience in accounting and experience from his leadership positions at PricewaterhouseCooopersPricewaterhouseCoopers LLP. In addition to his positions at PricewaterhouseCoopers, Mr. Di Piazza has served as a trustee of the London basedLondon-based International Financial Reporting Standards Foundation and a trustee of the US basedUS-based Financial Accountancy Foundation.

Diversity: Our Board of Directors is committed to diversity on the Board and within the Company. We believe our directors provide diversity in business experience, geographic representation, age, race, and geographic representation.gender. As vacancies arise on our Board, we consider diversity as a factor in the selection of a new director.director nominees.

Board Leadership

Our Board of Directors has determined that it is in our best interest forappointed Mr. Starnes to serve as our Executive Chairman of the Board and our Chief Executive Officer.Board. During his tenure as CEO of ProAssurance Mr. Starnes also served as Chairman of the Board. Our Board believesdetermined that it iswas in our best interest to have one individual to lead our company and to establish its strategic goals and objectives under the supervision and direction of the Board of Directors. Our Board also believes that having Mr. Starnes serveStarnes’ previous service as our Chairman and Chief Executive Officer for twelve years facilitates his ability to establish priorities for our Board and management in achieving such goals and objectives.

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Our Corporate Governance Principles require ournon-management directors to hold executive sessions at which neither management nor the Chief Executive Officer is present. The Corporate Governance Principles

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further provide that the executive sessions ofnon-management directors are to be held on a regularly scheduled basis, not less frequently than two times each year, and that at least one of the executive sessions will be attended by independent directors only. In December 2011, we formally established the position of lead director to preside at each executive session. At the annual meeting in May 2015,2019, the independent directors selected Dr. FlowersWilson as the independent director to preside at the executive sessions. During 2015,2019, our independent directors held an executive session after each quarterly Board meeting.

Risk Oversight

As an insurance holding company, our business is principally conducted by insurance subsidiaries that are subject to insurance laws and regulations in their respective domiciliary states and in the states in which they do business. State insurance regulatory regimes are intended to protect policyholders by vesting in the insurance regulator administrative and supervisory authority to address risks relating to the solvency of insurers and their ability to pay claims as well as to the marketing of insurance products and rates charged for such products. The insurance regulations identify key business risks associated with the insurance business and provide guidance as to the management of these risks. In addition, many states have adopted new laws recommended by the NAIC has recently recommended that the states adopt new laws to require the assessment and reporting of risks associated with current and future business plans for insurers and their holding companies.

We have taken steps to catalogue and identify these and additional risks for purposes of enterprise risk management (ERM). Our Chief Executive Officer is in charge of risk oversight. We have also established a risk management framework that recognizes the risks inherent in our operating segments as well as the risks associated with the operations of our holding company. The risk management process is managed by an ERM Committee comprisedcorporate executives in each line of personsbusiness who are responsible for our key risk areas, including adequacy of loss reserves; defense of claims and the litigation process; the quality of investments supporting our reserves and capital; compliance with regulatory and financial reporting requirements; and concentration in our insurance lines of business.business; and information privacy and data security. Our Chief Executive Officer and ERM Committeemembers of executive management are responsible for identifying material risks associated with these and other risk areas and for establishing and monitoring risk management solutions that address levels of risk appetite and risk tolerance that are recommended by the committeemanagement and reviewed by the Board. Our internal auditing department is responsible for reviewing and testing these risk management solutions. All employees are required to undergo training on data security, fraud prevention, and/or privacy-related risks and procedures on a yearly basis.

The Board of Directors is responsible for ensuring that our ERM process is in place and functioning. The Board has divided primary ERM oversight responsibility between the Audit Committee and the Nominating/Corporate Governance Committee as follows:

Meetings and Committees of the Board of Directors

Our Board of Directors held four meetings during 2015.2019. OurBy-Laws establish four standing committees of the Board of Directors: the Nominating/Corporate Governance Committee; the Compensation Committee; the Audit Committee; and the Executive Committee, each of which is described below. Each of our incumbent directors attended all of the meetings of the Board of Directors and at least two thirds of all of the meetings of the

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committees of the board on which he or she served during 20152018 (in each case, which were held during the period for which he or she was a director).

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Neither our Board of Directors nor our Nominating/Corporate Governance Committee has implemented a formal policy regarding director attendance at annual meetings of our stockholders. However, our Board of Directors typically holds its annual meeting directly following the annual stockholders’ meeting, and it is customary for our directors to attend the annual stockholders’ meeting. All of our directors attended the annual meeting of our stockholders held on May 27. 2015.22, 2019.

Nominating/Corporate Governance Committee

Our Nominating/Corporate Governance Committee currently consists of four independent directors, and operates pursuant to a written charter, which is available in the Corporate Governance section of our website, www.ProAssurance.com.http://investor.ProAssurance.com/govdocs. The primary purposes of the Nominating/Corporate Governance Committee are to:

In addition, the Nominating/Corporate Governance Committee is responsible for reviewing related party transactions in accordance with our Procedures for Evaluation of Reportable Related Party Transactions described under the caption “Transactions with Related Persons” on page 51 in this proxy statement.

The Nominating/Corporate Governance Committee is empowered to engage a third party search firm to assist in identifying and evaluating director candidates. However, the committee did not hire any search firm during 20152019, and, accordingly, paid no fees to any such company.

Under our Corporate Governance Principles, the Nominating/Corporate Governance Committee will consider a nominee proposed by a stockholder for a vacancy on our board when such nomination has been submitted in accordance with the provisions contained in ourBy-Laws, which are described under the caption “Proposals of Stockholders” in this proxy statement. A vacancy does not exist where:

Our Board of Directors may elect not to fill a vacancy arising on the Board. The Board of Directors may elect not to recommend a director candidate nominated by a stockholder even if such director candidate is the only candidate submitted to the Nominating/Corporate Governance Committee to fill a vacancy.

The Nominating/Corporate Governance Committee is responsible for determining the appropriate composition of our Board and for the selection of individual candidates consistent with such determination. Our

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Corporate Governance Principles do not establish any specific requirements of minimum qualifications or skills that an individual candidate must possess other than the maximum age requirements described in the Corporate Governance Principles. Rather, the Corporate Governance Principles direct our Nominating/Corporate Governance Committee to take into account all factors it considers appropriate, including a candidate’s reputation for ethical business dealings, knowledge, skill, experience, expertise, and the extent to which the candidate would fill a present need in the composition of the Board.

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Subject to the qualifications described above, our Nominating/Corporate Governance Committee will consider a director candidate nominated by a stockholder to fill a vacancy in the same manner as candidates brought before the Nominating/Corporate Governance Committee from other sources. Generally, the Nominating/Corporate Governance Committee initially evaluates a prospective nominee on the basis of his or her résumé and other background information that has been made available to the Nominating/Corporate Governance Committee. A member of the Nominating/Corporate Governance Committee will contact for further review those candidates who the committee believes are qualified, who may fulfill a specific board need and who the committee believes would otherwise best make a contribution to the Board. If, after further discussions with the candidate and other further review and consideration as necessary, the Nominating/Corporate Governance Committee believes that it has identified a qualified candidate, it will make a recommendation to the Board.

The charter of the Nominating/Corporate Governance Committee provides for at least three members, each of whom must be an independent director. The current members of our Nominating/Corporate Governance Committee are John J. McMahon, Jr. (Chairman), Ziad R. Haydar, M.D., Frank A. Spinosa, D.P.M., and Thomas A. S. Wilson, Jr., M.D. (Chairman), Maye Head Frei, M. James Gorrie and Katisha T. Vance, M.D.. Our Board of Directors has found that each member of our Nominating/Corporate Governance Committee is “independent” within the meaning of the NYSE Rules.

During 2015,2019, our Nominating/Corporate Governance Committee met three3 times.

Compensation Committee

Our Compensation Committee currently consists of three independent directors and operates pursuant to a written charter, which is available in the Corporate Governance section of our website, www.ProAssurance.com.http://investor.ProAssurance.com/govdocs. The primary purposes of the Compensation Committee are to:

The Compensation Discussion and Analysis and the Report of the Compensation Committee begin on page 2322 of this proxy statement.

The charter of the Compensation Committee charges the committee with the responsibility to determine and approve, subject to ratification by a majority of independent directors, the Chief Executive Officer’s compensation level based on the committee’s evaluation of the Chief Executive Officer’s performance in light of the relevant corporate goals and objectives relevant to the Chief Executive Officer’s compensation as approved by the committee. The charter also charges the Compensation Committee with the responsibility to, among other duties, review the competitiveness of the executive compensation programs of ProAssurance; approve change of control agreements or severance plans for executive officers of ProAssurance; administer the policy for the recoupment of unearned incentive compensation based on financial statements required to be restated; and make recommendations for director compensation to our Board of Directors. The charter further provides that the Compensation Committee has the exclusive authority to retain outside compensation consultants and advisors as it deems appropriate to fulfill its responsibilities in accordance with the NYSE Rules and SEC Rule10C-1. In selecting a compensation

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consultant, the Compensation Committee must consider the six independence factors set forth by the NYSE, as further discussed in “Executive Compensation — Compensation Discussion and Analysis” beginning on page 2322 of this proxy statement.

The current practice of the Compensation Committee is to retain an outside consultant from time to time to gather data from peer companies and to use such data as a point of reference when reviewing ProAssurance’s compensation practices. The Compensation Committee, with the assistance of ProAssurance’s management and

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its consultant, identifies the peer companies to be used in the compensation analysis. The peer companies are publicly held property and casualty specialty insurance organizations that are comparable to ProAssurance in total assets, market capitalization, revenues and operating margin.

After reviewing peer companies’ data, the compensation consultant provides a report to the committee that describes market practices with regard to executive compensation and identifies any gaps between the market and ProAssurance’s executive compensation practices. In addition, from time to time the Compensation Committee retains a compensation consultant to provide a review and analysis of particular aspects of ProAssurance’s compensation program, and the committee in making its recommendations also considers reports of these studies. The Compensation Committee customarily makes its compensation recommendations to our Board of Directors at its regularly scheduled meeting in the first quarter of each year.

ProAssurance’s senior management makes no recommendations with respect to compensation of the Chief Executive Officer. The Compensation Committee is exclusively responsible for making compensation recommendations for adoption by the Board of Directors as to changes in base salary for the Chief Executive Officer and the number and type of long-term incentive compensation awards to be granted to the Chief Executive Officer. The Compensation Committee also approves the annual incentive award guidelines fornon-equity incentive compensation to be paid to the Chief Executive Officer. The committee’s charter requires that all decisions of the Compensation Committee with respect to the Chief Executive Officer’s compensation are subject to ratification by a majority of the independent directors.

In accordance with its charter, the Compensation Committee makes recommendations as to compensation of our directors. It has been the practice of the Compensation Committee to engage a compensation consultant to perform a review of the compensation of our Board of Directorsbi-annually and to compare with peer companies the compensation of directors for their service on the Board of Directors and for their service on the various committees. The Compensation Committee considers the consultant’s report in making recommendations to the Board of Directors for changes in director compensation.

The Compensation Committee also administers equity andnon-equity incentive plans with respect to awards granted under these plans, which plans currently include the 2014 Annual Incentive Compensation Plan and the 2014 Equity Incentive Plan.

During 2015,2019, our Compensation Committee met two2 times. The charter of the Compensation Committee provides for at least three members, each of whom must be (1) an independent director (1) within the meaning of NYSE Rules, including, but not limited to the independence factors set forth inmandated by SEC Rule10C-1(b), (2) a “non-employee“non-employee director” within the meaning of SEC Rule16b-3 and (3) an “outside director” within the meaning of the regulations under Section 162(m) of the Internal Revenue Code. The current members of the Compensation Committee are Robert E. Flowers, M.D. (Chairman), M. James GorrieBruce D. Angiolillo, J.D., and John J. McMahon,Thomas A. S. Wilson, Jr. Our Board of Directors has determined that each member of the Compensation Committee is “independent” and meets the requirements of the Compensation Committee charter. No member of the Compensation Committee has any interlocking relationships required to be disclosed under federal securities laws.

This year’s report of the Compensation Committee is on page 34 of this proxy statement.

Audit Committee

Our Audit Committee currently consists of threefour independent directors, and operates pursuant to a written charter that is available in the Corporate Governance section of our website, www.ProAssurance.com.

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http://investor.ProAssurance.com/govdocs. The primary purposes of our Audit Committee are to represent and assist the Board of Directors in discharging its oversight responsibility relating to:

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The Audit Committee also prepares the Report of the Audit Committee, which begins on page 20 of this proxy statement as required by the SEC rules.

Our Audit Committee is responsible for carrying out all of the duties and responsibilities required for audit committees under the Exchange Act and the NYSE Rules. A description of the specific duties and responsibilities of our Audit Committee can be found in its charter. Our Audit Committee and Board of Directors have established a procedure which establishes a confidential means for communications of complaints or concerns with respect to accounting, internal controls and auditing matters to be submitted to the committee, which is described under the caption titled “Other Matters — Policies on Reporting of Concerns Regarding Accounting and Other Matters and Communicating with Directors” in this proxy statement.

The charter of the Audit Committee provides for at least three members, each of whom must be an independent director. The current members of the Audit Committee are Samuel A. Di Piazza, Jr. is the Chairman, and Ann F. Putallaz, Ph.D., C.P.A. (Chairman), Kedrick D. Adkins Jr., C.P.A., Bruce D. Angiolillo, J.D., and Frank A. Spinosa, D.P.M. are the other members of our Audit Committee. Our Nominating/Corporate Governance Committee and our Board of Directors have determined that each member of the Audit Committee is “independent” within the meaning of the rules of both the SEC and NYSE; that each member of the Audit Committee is financially literate as such qualification is defined under the rules of the NYSE; and that Samuel A.Mr. Di Piazza Jr. is an “audit committee financial expert” within the meaning of the rules of the SEC. Dr. SpinosaMr. Adkins, Mr. Angiolillo and Dr. PutallazSpinosa are not presently serving on the audit committee of another company. Mr. Di Piazza is currently on the audit committee of AT&T, Inc. and Regions Financial Corporation.

During 2015,2019, the Audit Committee met tennine times.

Executive Committee

Our Executive Committee has the authority during intervals between the meetings of the Board of Directors to exercise all powers and authority of the Board of Directors in the management of our business and affairs, except that the Executive Committee may not:

OurBy-Laws provide that the Executive Committee has at least three members, including the Chairman of the Board. The members of the Executive Committee are W. Stancil Starnes (Chairman), Robert E Flowers,Edward L. Rand, Jr. and Thomas A. S. Wilson, Jr., M.D. and John J. McMahon, Jr. The Executive Committee did not meet in 2015.

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee has appointed Ernst & Young LLP as our auditors for the current fiscal year ending December 31, 2016.2020. Although ratification of the stockholders is not required for appointment of independent auditors under Delaware law or ourBy-Laws, the Board of Directors believes it is appropriate to seek stockholder ratification of the appointment of Ernst & Young LLP as independent auditor.

Ernst & Young LLP served as the independent auditor of ProAssurance for the year ended December 31, 2014. 2019. In connection with the current appointment of the independent auditor, the Audit Committee reviewed with representatives of Ernst & Young LLP the most recent report of the PCAOB on the overall quality of the firm’s audit work.

Representatives of Ernst & Young will be present at the 20162020 annual meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Fees for 20152019 and 20142018

The table below sets forth the aggregate fees paidincurred by ProAssurance for audit, audit-related, tax and other services provided by Ernst & Young LLP to ProAssurance during each of the last two years.

All fees paid to Ernst & Young LLP in 2015for 2019 that required thepre-approval of the Audit Committee were approved in accordance with ourpre-approval policies and procedures described below.

Pre-Approval Policies and Procedures

Under the Sarbanes-Oxley Act of 2002, theThe audit committee of the Board of Directors is responsible for the appointment, compensation and oversight of the work of the independent auditor. As part of this responsibility, the audit committee is required topre-approve the audit andnon-audit services performed by the independent auditor in order to assure that they do not impair the auditor’s independence. To implement these provisions of the Sarbanes-Oxley Act, theThe SEC has issued rules specifying the types of services that an independent auditor may not provide to its audit client and governing the audit committee’s administration of the engagement of the independent auditor. Our Audit Committee has adopted an Audit andNon-audit ServicePre-approval Policy, which sets forth the procedures and the conditions pursuant to which services proposed to be performed by our independent auditor may bepre-approved.

Forpre-approval ofnon-audit services, our Audit Committee will consider whether services are consistent with the SEC’s rules on auditor independence. Our Audit Committee will also consider whether the independent auditor is able to provide effective and efficient service, for reasons such as its familiarity with our business, people, culture, accounting systems, risk profile and other factors, and whether the services will enhance our ability to manage or control risk or improve audit quality. Our Audit Committee is also mindful of the relationship between fees for audit andnon-audit services in deciding whether topre-approve any such services. All such factors will be considered as a whole, and no one factor shouldis necessarily be determinative.

Our Audit Committee determines from time to time the eligible services that may be provided to ProAssurance by our independent auditors in accordance with the requirements and guidance of the SEC and the NYSE, or other exchanges or market systems on which our stock is traded. The Audit Committee also determines whether such services fit in the categories of Audit Services, Audit-related Services, Tax Services and other PermittedNon-audit Services as described below and as the description of such services may be modified under

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subsequent guidance and interpretation of the regulatory and self-regulatory organizations applicable to ProAssurance, including without limitation, the SEC and the NYSE. The independent auditor may not provide anynon-audit services that are prohibited under the provisions of Section 10A of the Exchange Act and the rules and regulations promulgated thereunder.

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Audit Services. Audit services in the annual audit engagement include the annual financial statement audit (including required quarterly reviews), subsidiary audits, equity investment audits and other procedures required to be performed by the independent auditor in order for the independent auditor to form an opinion on our consolidated financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control and consultations relating to the annual audit or quarterly review and an actuarial analysis of the estimate for losses in our financial statements. Audit services also include the engagement for the independent auditor’s report on the effectiveness of internal controls for financial reporting. In addition to the audit services included in the annual audit engagement, the Audit Committee may approve other audit services. Other audit services are those services that only the independent auditor can reasonably provide and include statutory audits or financial audits for our subsidiaries or affiliates, services associated with inclusion of acquired companies in our financial statements, and services associated with SEC registration statements, periodic reports and other documents we file with the SEC or other documents issued in connection with a securities offering.

Audit-related Services. Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor. Because our Audit Committee believes that the provision of audit-related services does not impair the independence of the auditor and is consistent with SEC rules on auditor independence, the Audit Committee may grantpre-approval to audit-related services. Audit-related services include, among others: due diligence services pertaining to potential business acquisitions/dispositions; accounting consultations relating to accounting, financial reporting or disclosure matters not classified as “audit services;” assistance with understanding and implementing new accounting and financial reporting guidance from rule-making authorities; financial audits of employee benefit plans; agreed upon or expanded audit procedures related to accounting and/or billing records required to respond or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements.

Tax Services. Our Audit Committee believes that the independent auditor can provide tax services to ProAssurance such as tax compliance, tax planning and tax advice without impairing the auditor’s independence, and the SEC has stated that the independent auditor may provide such services. Hence, our Audit Committee believes it may grantpre-approval to those tax services that:

The Audit Committee will not permit the retention of the independent auditor in connection with a transaction initially recommended by the independent auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Chief AccountingFinancial Officer or outside counsel to determine that tax planning and reporting advice is consistent with this policy.

OtherNon-audit Services. Our Audit Committee believes, based on the SEC’s rules prohibiting the independent auditor from providing specificnon-audit services, that certain types ofnon-audit services are permitted. Accordingly, the Audit Committee believes it may grantpre-approval for those permissiblenon-audit services that it believes are routine and recurring services, would not impair the independence of the auditor, and are consistent with the SEC’s rules on auditor independence. Our Audit Committee may notpre-approve any of the SEC’s prohibitednon-audit services.

Annual Audit Engagement. Our Audit Committee appoints the independent auditor of ProAssurance andpre-approves the services to be provided in connection with the preparation or issuance of the annual audit report

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or related work. The annual audit services are set forth in an engagement letter prepared by the independent auditor which is submitted to the Audit Committee for approval. The engagement letter provides that the independent auditor reports directly to the Audit Committee. Any audit services within the scope of the engagement letter are deemed to have beenpre-approved by our Audit Committee.

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Pre-approval of Other Audit andNon-audit Services. Other audit services, audit-related services, tax services, and othernon-audit services may bepre-approved by our Audit Committee in accordance with the following procedure either on a specificcase-by-case basis as services are needed or on apre-approval basis for services that are expected to be needed. Our Audit Committee may delegate to one or more designated members of the Audit Committee, who are independent directors of the Board of Directors, the authority to grantpre-approval of these services to be performed by the independent auditors. The member to whom such authority is delegated must report, for informational purposes only, anypre-approval decisions to the Audit Committee at its next scheduled meeting.

Our management may submit requests forpre-approval of eligible services by the independent auditor from time to time to our Audit Committee or to the member or members of the committee to whompre-approval authority has been delegated. The request for approval must be sufficiently detailed as to the particular services to be provided so that the Audit Committee knows precisely what services it is being asked topre-approve and so that it can make a well-reasoned assessment of the impact of the service on the auditor’s independence. Budgeted amounts or fee levels for services to be provided by the independent auditor must be submitted with the request forpre-approval. Requests forpre-approval of services by the independent auditor must include a joint statement of the independent auditor and our Chief AccountingFinancial Officer as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.

Our Audit Committee will be informed not less frequently than quarterly of the services rendered by the independent auditor. Our Chief AccountingFinancial Officer is responsible for tracking all independent auditors’ fees against the budget for such services and report at least quarterly to the Audit Committee.

The Audit Committee Charter designates our internal auditor to monitor the performance of all services provided by ProAssurance’s independent auditor and to determine whether such services are in compliance with this policy. Our internal auditor reports to the Audit Committee on a periodic basis on the results of its monitoring. Both our internal auditor and management will immediately report to the Chairman of the Audit Committee any breach of this policy that comes to the attention of the internal auditor or any member of management. The Audit Committee will also review our internal auditor’s annual internal audit plan to determine that the plan provides for monitoring of the independent auditor’s services.

Vote Required

The ratification of Ernst & Young LLP as ProAssurance’s independent auditor for 20162020 will require the affirmative vote of a majority of the shares voting on the matter at the 20162020 annual meeting. If you vote your shares without instructions to your proxy on this proposal, your shares will be votedFOR the ratification of the appointment of Ernst &Young& Young LLP. In the event that the appointment of Ernst & Young LLP as independent auditor for 20162020 is not approved by the affirmative vote of a majority of the shares voting on the matter, the Board of Directors will request that the Audit Committee reconsider its appointment of independent auditors for the year ending December 31, 2016.2020.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE“FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR OF PROASSURANCE FOR 2016.2020.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee is currently comprised of threefour independent directors and operates pursuant to a written charter. The charter is available in the Corporate Governance section of our website at www.ProAssurance.com.http://investor.ProAssurance.com/govdocs. During 20152019, the Audit Committee met tennine times. In conjunction with some of these meetings, the Audit Committee met in executive sessions and met in separate sessions with our independent auditor, our internal auditors, our Chief Executive Officer and Chief Financial Officer, our Chief Accounting Officer and our external corporate counsel.Officer.

Our management is responsible for the preparation, presentation and integrity of ProAssurance’s financial statements, accounting and financial reporting principles and the establishment and effectiveness of internal controls

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and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditor is responsible for performing an independent audit of ProAssurance’s financial statements in accordance with generally accepted auditing standards and expressing an opinion as to their conformity with generally accepted accounting principles. The independent auditor is also required to review the adequacy and effectiveness of ProAssurance’s internal controls on financial reporting. The Audit Committee is directly responsible in its capacity as a committee of the boardBoard for the appointment, compensation and oversight of the work of the independent auditor. The independent auditor reports directly to the Audit Committee.

In performing its oversight role, the Audit Committee has considered and discussed the audited financial statements with management and with Ernst & Young LLP, our independent auditor. The Audit Committee also has discussed with the independent auditor the matters required to be discussed by auditing standards and guidelines established by the SEC and the Public Company Accounting Oversight Board (United States) (the “PCAOB”). The independent auditor has communicated to the Audit Committee the communications required by Auditing Standard No. 16, including the following, if applicable: (i) overall audit strategy, timing of audit, and significant risks identified by the auditor; (ii) significant issues discussed with management in connection with the auditor’s appointment; (iii) the auditor’s responsibility under standards of the PCAOB; (iv) the quality; acceptability and disclosure of significant accounting policies and practices; (v) identification and assessment of critical accounting policies and estimates; (vi) significant unusual transactions; (vii) difficult or contentious matters subject to consultation outside the audit team; (viii) new accounting pronouncements; (ix) material alternative accounting treatments discussed with management; (x) corrected misstatements related to accounts and disclosures; (xi) uncorrected misstatements considered by management to be immaterial; (xii) significant deficiencies and material weaknesses in internal control over financial reporting; (xiii) adequacy of management’s disclosures about its internal control assessment and any changes in internal control; (xiv) other information in documents containing audited financial statements; (xv) fraud and illegal acts that involve senior management or that cause a misstatement of the financial statements; (xvi) related party relationships and transactions; (xvii) independence matters; (xviii) pre-approval of services to be performed by the independent auditors and fees billed for such services; (xix) significant difficulties encountered in performing the audit; (xx) disagreements with management; (xxi) management’s consultations with other accountants on auditing matters; (xxii) provision of all material written communications between the auditor and management; (xxiii) information regarding the auditor’s use of third party services providers; (xxiv) the auditor’s internal quality control procedures; (xxv) material issues raised in quality control reviews of the auditor within the last five years and steps taken to deal with the issues; and (xxvi) all relationships between the auditor and ProAssurance.1301. In addition, the auditor is required to inquire as to whether the Audit Committee is aware of matters relevant to the audit such as fraud or possible violation of laws and is further required to communicate to the Audit Committee any other matters arising from the audit that are significant and relevant to the Audit Committee regarding its oversight of the financial reporting process.

The Audit Committee has received from Ernst & Young LLP a letter providing the disclosures required by PCAOB Rule 3526, Communications with Audit Committees Concerning Independence, with respect to any relationships between Ernst & Young LLP and ProAssurance that in its professional judgment may reasonably be thought to bear on independence. Ernst & Young LLP has discussed its independence with the Audit Committee, and has confirmed in such letter that, in its professional judgment, it is independent of ProAssurance within the meaning of federal securities laws and in compliance with PCAOB Rule 3520.

All audit andnon-audit services performed by the independent auditor must bepre-approved by the Audit Committee or a member thereof. The Audit Committee approved the audit services rendered by our independent auditor during ProAssurance’s most recent fiscal year. Ernst & Young LLP did not perform any performed limitednon-audit services in 2015.2018 related to premium tax filings, as well as limitednon-audit services in 2019 related to federal and state tax compliance, premium tax filings and services related to the proposed transaction with NORCAL Mutual Insurance Company.

Members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent auditor. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations.

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Based on the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the charter, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of ProAssurance for 20152019 be included in its Annual Report on Form10-K for the year ended December 31, 2015,2019, prior to the filing of such report with the SEC.

Audit Committee:

Samuel A. Di Piazza, Jr., C.P.A., Chairman

Ann F. Putallaz, Ph.D.Kedrick D. Adkins Jr., C.P.A.

Bruce D. Angiolillo, J.D.

Frank A. Spinosa, D.P.M.

March 21, 2016April 6, 2020

PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

Section 14A of the Exchange Act, which was enacted in July 2010 as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act, requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our Named Executive Officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. At the 2017 annual meeting our stockholders voted for ProAssurance to continue providing the stockholders this opportunity to vote on executive compensation on an annual basis and we will do so until the advisory vote frequency is required to be reauthorized in 2023.

As described in detail in this proxy statement under the heading “Compensation Discussion and Analysis,” we seek to align closely the interests of our Named Executive Officers with the interests of our stockholders. Our compensation programs are designed to reward our Named Executive Officers for the achievement of short-term and long-term strategic and operational goals and the achievement of increased total stockholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. The Compensation Committee and the Board of Directors believe the policies and procedures articulated in the Compensation Discussion and Analysis are effective in implementing our compensation philosophy and in achieving its goals, and that the compensation of our executive officers in 20152019 reflects and supports these compensation policies and procedures.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our Named Executive Officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. The vote is advisory, which means that the vote is not binding on us, our Board of Directors or the Compensation Committee of the Board of Directors. To the extent there is any significant vote against our Named Executive Officer compensation as disclosed in this proxy statement, the Compensation Committee will evaluate whether any actions are necessary to address the concerns of stockholders.

The approval of this Proposal 3 requires the affirmative vote of a majority of the shares voting on the matter at the 20162020 annual meeting without regard to brokernon-votes or abstentions. Accordingly, we will ask our stockholders to vote on the following resolution at the Annual Meeting:annual meeting:

“RESOLVED, that the stockholders of ProAssurance Corporation approve, on an advisory basis, the compensation paid to the Named Executive Officers, as disclosed in ProAssurance Corporation’s proxy statement for the 20162020 Annual Meeting of Stockholders pursuant to the compensation disclosure requirements set forth in Item 402 of RegulationS-K of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20152020 Summary Compensation Table and the other related tables and narrative discussion.”

Recommendation by the Board; Vote Required

In accordance with the requirements of the NYSE, brokers may not vote on the advisory vote on executive compensation without specific instructions from the beneficial owners of shares.If you hold your shares in “street

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“street name” with your broker and you do not specifically instruct your broker how to vote on the advisory vote on executive compensation, your broker will not vote for you on Proposal 3 (Advisory Vote on Executive Compensation).

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTEFOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion will address our compensation practices with respect to our Chief Executive Officer and the other executive officers named in the Summary Compensation Table on page 3534 of this proxy statement, which we refer to as our “executives” in the discussion.

Overview

We seek to offer competitive compensation that is designed to attract and retain qualified and motivated individuals and reward them based on performance. Our executive compensation follows the compensation format generally applicable in the insurance industry consisting of base salary, annual incentive compensation and long-term incentive compensation.

We emphasize incentive compensation that rewards our executives for the achievement of short-term and long-term strategic and operational goals. Our compensation program for executives contemplates a base salarytotal compensation package that is competitive in the market. Our goal is to place a majority of our executives’ compensation relative to base salary at risk in the form of annual and long-term incentive compensation, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. We establish performance measure targets for annual and long term incentive compensation which if earned will result in a majority of our executive compensation being at risk. In 20152019, the “at risk” compensation (sum of annual incentive and three year average of long term incentive) received by our Chief Executive Officer was approximately 74.4%52.0% of total compensation and the “at risk” compensation received by our other executives ranged from approximately 56%40.2% to 69.5%59.7% of total compensation (sum of base salary, annual incentive and three year average of long term incentive). This reflects our objectiveThe percentage of “at risk” compensation was less in 2019 than in 2018 because the target performance measures used to determine incentive compensation were not met in 2019; as a result, the amount of incentive compensation received by the executives was a smaller portion of their compensation. The performance measures are established to reward performance and to link rewards to our strategic business objectives.objectives as follows:

We place our executive compensation before our stockholders for an advisory vote at each annual meeting. In the event of a substantial negative vote, we will carefully consider the reasons that we believe may have prompted that vote. A summary of our executive compensation was disclosed to our stockholders in the proxy statement for last year’s annual meeting at which we received the favorable vote of approximately 97% of the shares that voted on the advisory vote on executive compensation.

At the 2013 annual meeting, our stockholders approved the 2014 Annual Incentive Compensation Plan and the 2014 Amended and Restated Equity Incentive Plan to replace the 2008 Annual Incentive Compensation Plan and the 2008 Equity Incentive Plan. The Board of Directors recommended that these plans be approved by the stockholders so that performance-based compensation granted to our executives under our short term and long term incentive plans can continue towould qualify under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). and so that the shares of our common stock issued as equity awards under these plans would be eligible

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for listing on the New York Stock Exchange. All annual and long-term incentive compensation granted after May 22, 2013,in the last three years has been granted under the 2014 plans. The 2014 plans are substantially the same as our prior plans and incorporate into the plan documents certain amendments and policies that we have implemented since 2008 in order to address changes in the applicable law and to provide operational and administrative improvements, including the following policies adopted by our Board in 2010:

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We increased the total compensation of certain of our executives in 2014 to compensate them for increased responsibilities in connection with their promotions and our reporting realignment for executives that we announced in January 2014. The incentive compensation of our Chief Executive Officer and other executive officers of ProAssurance is based on corporate-wide performance measures in recognition of their responsibility for overall performance of ProAssurance and its insurance subsidiaries. We operateIn 2017, 2018, and 2019, we operated several of our subsidiaries as separate operating divisions, including ProAssurance Indemnity Company, Inc., ProAssurance Casualty Company, and ProAssurance Specialty Insurance Company, Inc. (“Healthcare Professional Liability Group” or “HCPL Group”); the Podiatry Insurance Company of America and its subsidiary, PACO Assurance Company, Inc. (the “PICA Group”); Medmarc Casualty Insurance Company and its subsidiary, Noetic Casualty Insurance Company (the “Medmarc Group”); and Eastern Insurance Holdings, Inc. and its insurance subsidiaries (the “Eastern Group”). We considerconsidered the presidents of HCPL Group, PICA Group, Medmarc Group and Eastern Group as ourthese operating divisions to be executive officers and have established certainbased annual incentive compensation in part on performance measures for the incentive compensation opportunities for the presidentstailored to their respective operating divisions. In conjunction with our release of each of2018 earnings, we announced changes in our management structure that aligned executive management to our financial operating segments (“Segments”). The HCPL Group and the PICA Group are included in the Medmarc GroupSpecialty P&C Segment (“Specialty P&C”) and the Eastern Group that are tailored to their respective operations. Beginningis included in 2015, the measures for performance-based long-term incentive compensation for our executive officers, includingWorkers’ Compensation Insurance Segment and the Segregated Portfolio Cell Reinsurance Segment (collectively, “Workers’ Comp”), and the presidents of our operating divisions, will be determined using measures based on consolidated performance of ProAssurance and its subsidiaries.these Segments are now considered executive officers.

Compensation Review Process

As the Compensation Committee, we recommend compensation for our Chief Executive Officer, review and approve compensation recommended by our Chief Executive Officer for other executive officers, and administer our incentive compensation plans. All of the members of the Compensation Committee are directors of ProAssurance, and our Board has determined that each member is independent under the independence requirements for compensation committee members under our charter and the applicable SEC and NYSE Rules. Our recommendation for the compensation of our CEO is subject to ratification by a majority of the independent directors on our Board.

To aid in our evaluation of the reasonableness of our executive compensation and the competitiveness of such compensation with market practices, we use compensation data from a group of peer companies as a primary point of reference. As a secondary point of reference, we use published surveys of executive compensation to evaluate the competitiveness of the compensation to the presidents of our operating divisions. The peer group compensation data includes base salaries, annual incentive compensation and long-term incentive compensation payable to senior-level executives in the peer group. We do not attempt to benchmark our compensation to the peer group.

The Compensation Committee retained Total Compensation Solutions (“TCS”) to assist the Committee in the evaluation of our executive compensation for the current year and the years covered in the Summary Compensation Table. The Compensation Committee has been directly responsible for the appointment and oversight of TCS in the years covered in the Summary Compensation Table. The compensation payable to TCS for its services to ProAssurance has been fixed by the Committee and funded by ProAssurance. TCS has performed no services for ProAssurance other than those performed for the Compensation Committee. ProAssurance also participates in an industry survey prepared each year by TCS at an annual cost to ProAssurance of less than $1,000.approximately $1,100.

As required by rules enacted by the SEC and the NYSE, the Compensation Committee evaluated the independence of TCS in connection with its engagement as compensation consultant for the Committee for 2016.2020. The Compensation Committee in each of these three instances determined that TCS is independent after making inquiry of TCS with respect to the factors set forth in the NYSE guidance for evaluation of the independence of compensation consultants. Among the factors that the Compensation Committee considered were that TCS performed no services for ProAssurance other than those performed for the Committee and for management as

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described above; that the fees paid by ProAssurance comprised less than 5.8% of TCS’s revenues in 2015 and less than 5.4% of TCS’s revenues in 2014;2019, 6.4% of TCS’s revenues in 2018 and 6.6% of TCS’s revenues in 2017; that TCS disclosed to us its conflict of interest policy that it has established to prevent conflicts of interests; and that neither TCS nor any of the individuals providing consulting services to

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ProAssurance owns any shares of common stock of ProAssurance and none of them has had a relationship with any executive officer or director of ProAssurance.

With assistance of our senior management, TCS compiled a list of peer companies, which the Compensation Committee subsequently reviewed and approved, to be used as comparators for our executive compensation and compiled compensation data of the peer companies with respect to base salaries, annual incentive compensation, and long-term incentive compensation. The peer companies are intended to represent organizations that compete with ProAssurance both for business and talent. TCS evaluated each element of our executive compensation in comparison to the compensation information compiled from the peer companies.

The peer companies used as our peer group in 2015to review 2019 compensation included eighteen19 companies, namely: Alleghany Corporation; Allied World Assurance Co. Holdings, Ltd.; American National Insurance Company; AmTrust Financial Services, Inc.; ARCH Capital Group Ltd.; ArgonautArgo Group, Inc.; Donegal Group, Inc.; Employers Holdings, Inc.; Erie Indemnity Company; Horace Mann Educators Corporation; Infinity Property & CasualtyKemper Corporation; Markel Corporation; Mercury General Corporation; The NavigatorsRLI Corp.; Safety Insurance Group, Inc.; OneBeacon Insurance Group, Ltd.; RLI Corp.; Selective Insurance Group, Inc.; State Auto Financial Corporation; United Fire Group, Inc.; United Insurance Holdings Corp.; Universal Insurance Holdings; and W. R. Berkley Corporation. HCC Insurance Holdings, Inc. and Meadowbrook Insurance Group were eliminated fromThe 2019 peer group was substantially the same as the peer group used to review 2018 compensation except that AmTrust Financial Services, Inc. and The Navigators Group, Inc. were removed from the group, and Kemper and Universal Insurance Holdings were added to the group in 2015 due to ownership changes and were not replaced.2019.

The specialty insurers included in the peer companies had total assets ranging from approximately $2.4$1.78 billion to approximately $25.2$33.3 billion with a median of approximately $8.2$5.4 billion at the end of 20142018 as compared to ProAssurance’syear-end total assets of approximately $5.2$4.6 billion, and they had a market capitalization ranging from approximately $0.75$0.39 billion to approximately $9.5$14.4 billion with a median of approximately $2.6$2.9 billion at the end of 20142018 as compared to ProAssurance’syear-end market capitalization of approximately $2.7$2.8 billion. The median revenues for all of the peer companies were approximately $2.2$1.8 billion as compared to ProAssurance’s revenue of approximately $852$886 million for the year ended December 31, 2014,2018, and the median operating income (before income taxes) for the peer companies was approximately $232$67.7 million as compared to $276$79.5 million for ProAssurance for the year ended December 31, 2014.2018.

In the course of its duties as our compensation consultant, TCS compiles data on executive compensation arrangements from the peer companies and provides us with a report that includes a summary of the compiled data and its observations and recommendations on the competitiveness of the elements of ProAssurance’s executive compensation (base salary, annual incentives and long-term incentives). Our seniorSenior management provides usthe Committee information for use in developing our recommendations on executive compensation in the following respects:

OurThe Chief Executive Officer recommends to the Compensation Committee the appropriate compensation for executive officers other than himself within the compensation framework established by the Compensation

Committee. The Chief Executive Officer has access to the compensation consultant’s reports when making these recommendations. We reviewThe Committee reviews these recommendations at a Compensation Committee meeting usually held in February after the financial results of the prior year are reasonably certain. We receive the recommendations of the Chief Executive Officer together with supporting material, and we review this information along with the report of the compensation consultant. After analyzing the information, we make our decisions and transmit them to the full board through the minutes of the Compensation Committee.Committee meeting. We accepted the recommendations of the Chief Executive Officer for the current year and all years covered in the Summary Compensation Table.

Our seniorSenior management makes no recommendations with respect to the compensation of the Chief Executive Officer. Our charter vests the Compensation Committee with the exclusive responsibility for making recommendations for both the base salary of the Chief Executive Officer and for the opportunity for payment of annual incentive compensation and long-term incentive compensation to the Chief Executive Officer. All of our recommendations with respect to the Chief Executive Officer’s compensation, which are subject to approval by the independent directors under our charter, were unanimously approved by the independent directors on our Board of Directors for the current year and all years reflected in the Summary Compensation Table.Directors.

Chief Executive Officer

W. Stancil Starnes has been ourEdward L. Rand, Jr. was appointed as Chief Executive Officer sinceof ProAssurance in July 2007.2019, at which time we entered into an employment agreement with him. Prior to July 2019, Mr. Rand was our President and Chief Operating Officer, and prior to that, our Chief Financial Officer. The Summary Compensation Table reflects the compensation paid to Mr. StarnesRand for 2013, 20142017, 2018, and 20152019 for his employment roles as in existence during such years; his compensation beginning July 1, 2019 that is reflected in the table is pursuant to his employment agreement with the Company.agreement. The employment agreement provides that Mr. StarnesRand will be paid a base salary to be fixed annually by the Board of Directors; that he will be eligible for annual incentive compensation based on corporate objectives consistent with the criteria established for our other executives; and that he will be granted long-term incentive compensation having a grant-date value on each date of grantat the target performance level of not less than $500,000.$750,000. The Compensation Committee and the independent directors approved compensation for Mr. StarnesRand consistent with these terms, as described in the following discussion.

Base Salary

Base salary for our executives is established and adjusted according to the following criteria: areas of responsibility; experience; company expense objectives; annual rate of inflation; and individual performance. For 2016,In the middle of 2018, we changed our timing of payments of salary to our employees, which caused a slight reduction of salaries reported in the Summary Compensation Committee increasedTable from 2017 to 2018. Mr. Starnes’Rand was promoted to Chief Executive Officer effective July 1, 2019, and his base salary by approximately 3.0%increased at that time to a per annum rate of $956,666$900,000 in connection with the promotion. His base salary was increased effective April 1, 2016.2020 by 3% to $927,000. We also provided our other senior executives a 3.0% increaseincreases in base salaries in the per annum rateapproximate range of their respective base salaries1.6% to 6.67% effective April 1, 2016.2020.

Annual Incentive Compensation

From 2009 to 2013, annual incentive awards for executives were made under the 2008 Annual Incentive Plan. In 2013, our stockholders approved the ProAssurance Corporation 2014 Annual Incentive Compensation Plan which included substantially the same terms as the 2008 plan. Both plans arePlan. The plan is designed to permit annual incentive awards to qualify as performance-based compensation under Internal Revenue Code Section 162(m). Under Section 162(m), no federal income tax deduction iswas allowed for annual compensation in excess of $1 million paid to the Chief Executive Officer and other executives named in the Summary Compensation Table included in our proxy statement unless the excess compensation iswas performance-based compensation as defined in the Code and supporting regulations. Annual incentive compensationThe performance-based exception to the $1 million limit on the federal income tax deduction was eliminated by Tax Cuts and Jobs Act (TCJA) that was enacted on December 22, 2017, but the TCJA included an exception for awards for 2013 as reflected in the summary compensation table in this proxy statement were paid under an agreement entered into on or prior to November 2, 2017. This change did not impact the 2008 Annual Incentive Plan. The annual incentive awards for 2014 and 20152017, which awards were paid under the 2014 Annual Incentive Plan. The annual incentive compensation for our Chief Executive Officer as reflected in the Summary Compensation Table was structured to qualify as

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performance-based compensation under Internal Revenue Code Section 162(m). The annual incentive award for our Chief Executive Officer for 2019 was a cash amount of $305,100.

Our annual incentive compensation program provides significant “at risk” compensation opportunities for our executives and other selected key employees. The “at risk” compensation is paid only if the companyCompany achieves certain predetermined performance targets that are developed as described herein and designed to produce operating results that enhance the value of the organization.

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Annual incentive award targets are established during the first quarter for the current year and are expressed as a percentage of base salary. Thus, the annual incentive compensation program assumes a base salary that is competitive in the market. The Compensation Committee establishes performance goals for annual incentive compensation for our executives and other key employees. The Compensation Committee, with the assistance of its compensation consultant, considers whether our performance goals are reasonable in comparison with the performance measures used by the insurance industry and the likelihood that the performance goals may cause executives to assume material risks in order to achieve their performance goals. For years prior to 2014, individual performance was considered along with corporate performance for executives other than our Chief Executive Officer; annual incentive compensation in 2014 and thereafter for all our executives is based solely on objective corporate performance goals (with discretion to award less than the indicated award amount).

The Compensation Committee assigns a weighted percentage for each of the performance goals. Annual incentive awards are subject to increase or decrease to the extent actual performance is greater or less than each target performance goal within a range of the performance goal as established by the Compensation Committee. The Compensation Committee uses these weighted performance goals to determine the annual incentive award for ourthe Chief Executive Officer. OurThe Chief Executive Officer recommends annual incentive awards for the other executives pursuant to the weighted performance goals established by the Committee. The recommendations of the Chief Executive Officer are subject to review and modification by the Compensation Committee. The Compensation Committee determines that the goals and incentives are set at levels that are reasonable and consistent with past practice, relate to the sound financial management of ProAssurance, and do not involve unnecessary or excessive risk that would threaten the value of ProAssurance.

In 2013 we used the followingWe have modified our performance measures to determinefor annual incentive compensation: return on equity; book value growth; combined ratio performance; achievementcompensation in each of the Company’s retention goal; new premium;last three years to address changes in the management of our operating segments and individual performance. to focus on current challenges in the management of our operating environment, particularly the HCPL Group and Specialty P&C operating segment.

In 2017, the exclusive performance measures for the annual incentive compensation of our Chief Executive Officer and Chief Financial Officer were Return on Equity, Combined Ratio and Gross Written Premium, in each case for ProAssurance and its consolidated subsidiaries. The annual incentive compensation for the President of the HCPL Group used these performance measures forone-half of his annual incentive compensation, and the remainingone-half of his annual incentive compensation was based on performance measures for the HCPL Group. For 2017, we modified the performance criteria for the President of the Eastern Group. For Eastern, we reduced the weight attributed to Eastern’s Combined Ratio to 37.5%, increased the weight attributed to Eastern’s Segregated Portfolio Cell Income to 7.5%, and added Eastern’s Direct Written Premium as a performance measure with percentage weight of 5%.

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A summary of the weighted percentage for each of the 2017 performance criteria and the performance guidelines follows:

The new 2019 performance measures are described below:

Weighted Combined Ratio — The retentionweighted combined ratio is the average combined ratio of the Specialty P&C and Workers’ Comp Segments weighted according to the written premiums in each Segment.

Expense Management — This performance measure focuses on the expense ratio contribution of corporate expenses. This is calculated as a ratio of Corporate Segment expenses (underwriting, policy acquisition, and operating expenses for the Corporate Segment) to consolidated net earned premium (excluding the Lloyd’s Segment).

Return on Lloyd’s Investment — This measure focuses on achieving an acceptable return on the Company’s capital commitment to the Lloyd’s Segment. This is calculated as a ratio of net income of the Lloyd’s Segment toyear-end Funds At Lloyd’s (FAL) balance.

We established separate performance measures for the Workers’ Comp Segment for 2019. The performance measures of the Workers’ Comp Segment and their respective weighted percentages are as follows: Workers’ Comp Combined Ratio — 49%, Workers’ Comp Segregated Portfolio Cell Income — 10.5%, Workers’ Comp Direct Written Premium 7%, and Workers’ Comp Specialty Risk Premium — 3.5%.

For 2020, we made further changes to the performance measures in recognition of market conditions that include increasing loss severity and associated increases in achievable loss ratio results. We kept Return on Equity and Expense Management as performance goals, but replaced other categories from 2019 with Loss Ratio Improvement and Individual Performance.

being attributed to that performance measure; and performance above the maximum level for any performance measure is subject to a cap in the percentage assigned to that measure.

For 2016, we modified2017, the performance measurestarget incentive opportunity for our CEO and other executives was as follows:

based on our long-term objective of growth in stockholder value. OurThe Compensation Committee has established award agreements for performance shares and RSUs in accordance with our 2008 and 2014 equity incentive plansEquity Incentive Plan that requirerequires a three-year vesting period. Performance shares are earned if corporate value is enhanced through achievement of performance measures over the three-year vesting period. Further, the RSUs enhance executive retention as executives will have an incentive to remain employed during the three-year vesting period to obtain the RSUs even if we are not able to meet the long-term performance measures.

We also believe an effective long-term incentive compensation program is necessary to attract and retain well-qualified and experienced executives and other key employees. In establishing the amount of our annual grants of long-term incentive compensation, we consider past practice, recommendations of the compensation consultant, and the value of the award (including the value attributable to the award for financial reporting purposes). We monitor the level of awards based on the findings of our compensation consultant, and we believe that our long-term incentive opportunities are appropriate when compared to awards made available to executives at our peer companies.

Our practice has been to make long-term incentive grants to our current executives and other key employees at the first meeting of the Compensation Committee in each fiscal year, which is usually held in February after the financial results of the prior year are reasonably certain. Where a market price is required, long-term grants are priced on a date after our financial results for the prior year have been released. We believe that pricing the grants at this time is most appropriate because the market is then in possession of our earnings and any other material information. We occasionally make long-term grants at other meetings of the Board of Directors, for example, when we retain new senior-level executives.

Our grants of long-term incentive compensation have consisted of approximately two thirds performance shares and one third RSUs with the number of units of each depending upon the executive’s position in the organization. Beginning in 2015, long-term equity awards to most officers or employees other than the Chief Executive Officer, the Executive Vice Presidents, and the Presidents of our operating divisions consist entirely of RSUs. Each RSU is equal to one share of Common Stock and is subject to a restricted period of approximately three years from the date of grant. RSUs vest after the restricted period if the grantee remains continuously employed with ProAssurance or a subsidiary during the restricted period unless sooner vested upon termination by reason of death, disability, or for good reason. We may, however, elect not to grant RSUs to some or all of our Named Executive Officers because RSUs do not constitute performance-based compensation under Internal Revenue Code Section 162(m).

Performance shares are based onpre-established performance criteria that must be achieved over a period of three years. Each executive is granted a target and a threshold and maximum award expressed as a number of shares of our Common Stock. In 2013 and 2014, theThe measures for performance shares for 2018 and 2019 for our Chief Executive Officer and our Executive Vice Presidents wereother corporate executives are Stock Performance (Total Return) and Economic Value Added (Book Value Growth). In 2015 and 2016, we modified our performance measures to replace Economic Value (Book Value Growth) with Consolidated Combined Ratio, which is the customary metric to measure operational success of a property and casualty insurance company.Ratio. A description of these performance measures follows:

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In 2013 and 2014, the performance measures forThe performance shares granted to the Presidents of our operating divisions include the Stock Performance Measure and a performance measure based on the combined ratio of their respective operating division as follows:

Beginning in 2015, the performance shares granted to the Presidents of our operating divisions,Segments are based on the same corporate-wide performance measures that we use for our Chief Executive Officer and Executive Vice Presidents,other corporate executives, namely Stock Performance and Consolidated Combined Ratio.

For awards of 2020 performance shares, we eliminated the Consolidated Combined Ratio measure and replaced it with compound annual growth rate (CAGR) in book value per share (excluding adjustments for unrealized gains and losses, and further adjusting for stockholder dividends) for the three-year measurement period.

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Performance shares are paid to executives if the Compensation Committee finds that either of the performance measures is met in the measurement period. For years included in the Summary Compensation Table, the minimum award was 75%95.4% of the target award and the maximum award was 125% of the target award. In 2016 the Compensation Committee reviewed a summary of the ranges for long term equity awards by companies in our peer group as compiled by TCS and determined that our payout range was narrower than the median for the peer group. Beginning in 2016, threshold award will beis 50% of the target if the threshold performance measure is achieved, and the maximum award will be 200% of the target if the maximum performance measure is achieved.

If both of the performance measures are achieved, performance shares are awarded based on the better result on the two measures during the performance period. Performance shares for results falling between the stated measures are interpolated. If an executive terminates employment prior to the expiration of the performance period by reason of retirement or resignation for “good reason” as defined in the award documents, a portion of the performance shares granted in the calendar years ending before the termination of employment may be paid based on service during the performance period if the Committee finds that the performance criteria had been satisfied at the end of the year preceding termination of employment. Upon a change of control of ProAssurance or termination by reason of death or disability, performance shares are payable to executives at the target level.

WeOur grants of long-term incentive compensation in years prior to 2018 consisted of approximately two thirds performance shares and one third RSUs with the number of units of each depending upon the executive’s position in the organization. Our grants of long-term incentive compensation to most officers or employees other than the Chief Executive Officer, the corporate executives, and the Presidents of our operating Segments now consist entirely of RSUs. Since 2017, we have reduced the valuenumber of performance shares and RSUs granted as long term incentive compensation to our Chief Executive Officer, the corporate executives, in eachand the Presidents of 2015 and 2016our operating Segments as compared to the valuenumber of the grants of long term incentive compensation in the prior year. The grant date value of performance shares (at target level) and RSUs granted to our CEO and other executives in each of 2015 and 20162020 is approximately 15%2% less than the value of the grants in 2019.

In 2018 we made two changes to our grants of long-term incentive compensation. Instead of granting two performance shares for each RSU, long term compensation for our Chief Executive Officer, the prior year.corporate executives, and the Presidents of our operating Segments will consist of 50% performance shares and 50% RSUs. The reduction in valuethe number of performance shares will allow us to better predict the cost of our long term compensation, and the changes in the tax laws to disallow the deduction for performance based compensation eliminates the tax benefit that we formerly received for the current yeargrant of performance shares to our most highly compensated executives. The second change is attributablethat the Committee established long term equity award levels based on grant-date dollar value rather than a predetermined number of shares or units. This was also done to the year-over-year reduction in our operating income and marginal deterioration in our consolidated combined ratio.

Long term incentive compensation granted to executivesimprove predictability in the years 2013 was granted under the 2008 Equity Incentive Plan and share compensation for performance shares and RSUs granted prior to 2013 will be

common stock to comply with the Dodd–FrankDodd-Frank Wall Street Reform and Consumer Protection Act, and we intend to reviewreviewed this policy to address the transactions identified in proposed Item 407(i) of RegulationS-K if for this year’s annual meeting now that the SEC has adopted final rules relating to Item 407(i). Because our existing anti-hedging policy is in line with the requirements in Item 407(i), we did not make any changes to the policy. Our anti-hedging policy is contained in our Code of Ethics and Conduct available on our website, and is as follows: “[n]o employee or member of the Board of Directors is permitted to purchase financial instruments (such as prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s common stock that (1) have been granted to the employee or member of the board of directors as part of his or her compensation; or (2) are otherwise held, directly or indirectly, by the SEC.employee or member of the Board of Directors.”

Recoupment of Incentive Compensation

Our Board of Directors has established a recoupment requirement (a “clawback”) for incentive compensation as required by the Dodd–FrankDodd-Frank Wall Street Reform and Consumer Protection Act. This clawback requires current and former executive officers to repay erroneously awarded incentive compensation to the extent the award is based on financial statements that are required to be restated due to materialnon-compliance with any financial reporting requirement. This clawback is to be applied whether or not there is misconduct and requires a three-year “look back” period. The clawback has been in effect for incentive compensation paid for years beginning after 2010, and we have incorporated the clawback in the 2014 Annual Incentive Plan and the 2014 Amended and Restated Equity Incentive Plan and in all performance share agreements going forward. We intend to monitor clawback requirements that may be implemented by the NYSE if the SEC adopts Proposed Rule10D-1, is adopted. which would, among other things, direct national securities exchanges to prohibit the listing of any security of a company that does not comply with the SEC’s clawback requirements.

2011 Stock Ownership Plan

On December 1, 2010, our Board of Directors, on the recommendation of the Compensation Committee, adopted a stock purchase plan for employees and directors known as the ProAssurance Corporation Stock Ownership Plan (the “Stock Ownership Plan”). The Stock Ownership Plan is available to our employees and directors who have at least six months of service.

Matching grants under the Stock Ownership Plan are issued to employees as awards of RSUs under the 2014 Amended and Restated Equity Incentive Plan. Shares purchased under the Stock Ownership Plan and shares issued pursuant to the RSUs awarded as matching grants under the plan will be paid from the shares reserved under the 2014 Amended and Restated Equity Incentive Plan.

In 2017, the Board of Directors terminated the Stock Ownership Plan effective on the later of October 1, 2020 or the date that all grant units held under the plan have been paid or forfeited, under the following terms: participants were allowed to make cash deposits until September 30, 2017; such cash deposits were used to purchase shares on the purchase date immediately following September 30, 2017; the right to participate in the Stock Ownership Plan was suspended on October 1, 2017; and all unvested grant units held under the plan will continue to be held and ultimately paid out in accordance with the terms of the plan. We paid the final year of matching grants one year early in October 2019, so there are no unpaid, unvested awards. As a result, the Stock Ownership Plan was deemed terminated effective October 2019.

Other Compensation

Executive perquisites are not intended to be a material element of compensation for executives. Our executives participate in our qualified retirement plan on terms generally available to our employees. In addition, we have adopted anon-qualified deferred compensation plan for executives and other highly compensated employees that provides for a matching contribution with respect to deferrals by employees whose base compensation exceeds the compensation limit established by the Internal Revenue Code for qualified retirement plans. The matching contributions are comparable to the employer contributions to our qualified retirement plan within the compensation limits under the Internal Revenue Code.

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Post-termination and Change of Control Compensation

We offer executives severance compensation in the event we terminate the executive without cause or the executive terminates his or her employment for good reason. The severance agreements are intended to aid in recruitment and retention of qualified executives. We believe our severance benefits for executives are appropriate and do not present a risk to our company.

We believe that severance protection, particularly in the context of a change of control transaction, plays a valuable role in attracting and retaining key executives. Although we occasionally elect to engage our senior executives under employment agreements, our general approach has been to avoid employment agreements and to rely on severance agreements to define the terms of severance when an executive is involuntarily terminated without cause or elects to terminate for good reason. In change of control situations, severance agreements provide key executives with a level of comfort that allows them to devote their energies to the completion of the transaction for the benefit of the stockholders. In other situations, severance agreements facilitate changes in management by providing for a clean departure of terminated executives with apre-negotiated set of benefits that are acceptable to all parties.

We have provided for severance benefits in the employment agreement with Mr. StarnesRand and in severance agreements with other key executives (including our other Named Executive Officers)Officers, with the exception of our Executive Chairman) in the amounts reflected in the table which begins on page 45 of this proxy statement. Each arrangement is described briefly below and in detail in “Payments on Termination and Change of Control.”

The terms of the severance agreements with our key executives generally provide for severance compensation in an amount equal to the executive’s base salary and average annual incentive compensation if we terminate the executive without cause or the executive resigns for good reason. However, an executive will be entitled to twice that amount if the executive is terminated without cause or resigns for good reason within two years after the occurrence of a change of control. The severance agreements retain the “double trigger” for the payment of the increased benefits, e.g. a change of control must occur and the executive must be terminated without cause or must terminate for good reason after the change of control. Mr. Rand’s employment agreement provides for different severance compensation payments, a description of which is included under the caption “Employment and Severance Agreements” beginning on page 42. All executives are required to sign a general release of claims as a condition to the receipt of severance benefits, and all the agreements include a covenant not to compete with our insurance subsidiaries for a period of not less than one year. Severance compensation is paid in monthly installments during the life of the covenant and is subject to forfeiture upon a breach of the covenant.

In 2015, we amended the employment agreement with Mr. Starnes to provide for the payment of severance benefits in a similar format as other executives and to modify the amount of his severance benefits to an amount equal to the product of three times the sum of his current base salary and his average annual incentive compensation paid for the past three years. His employment agreement, which was negotiated prior to his employment in 2007, had provided for severance compensation to be paid upon termination of employment without cause or for good reason or upon a change of control in an amount equal to the base salary over the remainder of the term (which was approximately three years at the time of the amendment). The 2015 amendment eliminated the single trigger for payment of severance compensation upon a change of control and eliminated the gross-up for the excise tax on “excess parachute payments” imposed by Internal Revenue Code Sections 280G and 4999.

We entered into a Retention and Severance Compensation Agreement with Mary Todd Peterson and other executives of Medmarc Casualty Insurance Company in connection with our acquisition of Medmarc on January 1, 2013, and we executed similar Retention and Severance Compensation Agreements with Michael L. Boguski and other executives of Eastern Insurance Holdings, Inc. in connection with our acquisition of Eastern on January 1, 2014. Ms. Peterson was president of Medmarc at the time of its acquisition, and Mr. Boguski was president of Eastern at the time of its acquisition. We entered into these agreements to compensate the Medmarc and Eastern executives for their continued employment and agreement not to compete with the acquired businesses. Beginning in 2014, Ms. Peterson and Mr. Boguski are considered executives of ProAssurance due to the realignment of our executives announced in January 2014. A description of the terms of Mr. Boguski’s

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severance compensation is included under the caption “Employment and Severance Agreements” beginning on page 42 and a description of Ms. Peterson’s severance compensation is included under the caption “Transactions with Related Persons” beginning on page 51.

In accordance with the resolutions regarding executive compensation adopted by the Board in December 2010, we do not plan to execute a new agreement with an executive officer that includes agross-up for the excise tax imposed by Internal Revenue Code Sections 280G and 4999, or that includes an obligation to reimburse executive officers for such excise tax, nor do we plan to execute a new agreement with an executive officer that includes any “single trigger” change of control features similar to a lump sum cash payment payable upon the occurrence of only a change of control of ProAssurance. The Board’s action does not change, alter or amend any employment agreement or other agreement with an executive officer that was in effect prior to December 1, 2010.

As a result of apre-existing agreements, we are currently required to reimburse certain executives for the excise tax that is payable by the executives if the severance benefits paid after a change of control are deemed to be “excess parachute payments” under Internal Revenue Code Section 280G. Although the severance benefits payable after a change of control for our executives are substantially below the threshold of three times annual compensation, the calculation of severance benefits for purposes of Internal Revenue Code Section 280G includes the value of benefits accelerated on a change of control under other compensation arrangements. The Retention and Severance Compensation agreements executed since 2010, including those executed in connection with the acquisitionsacquisition of Medmarc and Eastern, do not include either an obligation to reimburse the executives for the

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excise tax under Internal Revenue Code Sections 280G and 4999 or a “single trigger” for severance compensation on a change of control. As indicated above, the amendment to Mr. Starnes’ employment agreement eliminated the reimbursement for the excise tax under Internal Revenue Code Sections 280G and 4999 and eliminated the “single trigger” for payment of severance compensation on a change of control.

Report of Ourthe Compensation Committee

The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis with our management, and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee:

Robert E. Flowers, M.D., Chairman

M. James GorrieBruce D. Angiolillo, J.D.

John J. McMahon,Thomas A. S. Wilson, Jr., M.D.

March 25, 2016

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