Palomar Holdings, Inc. PLMR

37% shingled-prose overlap between the two filings.

2025: 51,019 chars · 2026: 49,966 chars

• Committee Report:72% overlap (609 → 607 chars)
• Pay Ratio (Item 402(u)):54% overlap (1,417 → 1,417 chars)
• Say-on-Pay proposal:50% overlap (2,467 → 2,329 chars)

• changedThis Compensation Discussion and Analysis (“CD&A”) provides information on the goals and objectives of our executive compensation program including Palomar’s total rewards philosophy, which focuses on rewarding team members for their central role in the Company’s ourcontinued profitable growth and success.
• changedFor 2025, 2024,our NEOs consisted of the following individuals:
• changed•Mac Armstrong, Chairman of the Board and Chief Executive Officer
• changedPalomar 2026 2025Proxy Statement PLMR.com 31
• changedBusiness Overview and Summary of 2025 2024Financial Results
• changedWehaveorganicallyincreasedGross written premiums (“GWP”) have increased from $16.6 million in the ourfirst year of operations to $2.0 $1.5billion for the year ended December 31, 2025, 2024,which reflects a compound annual growth rate of approximately 55%. 57%.
• changedThe Company has Wehavealsobeen profitable since 2016 and our net income growth since 2016 reflects a compound annual growth rate of 46%. 43%.
• changedThe below points highlight our fiscal year 2025 2024performance:
• changed•GWP increased by 31.5% 35.1%to $2.0 $1.5billion compared to $1.5 $1.1billion in 2024 2023
• changed•Net income of $197.1 million $117.6million,compared to $117.6 $79.2million in 2024 2023
• changed•Adjusted net income(1) of $216.1 million $133.5million,compared to $133.5 $93.5million in 2024 2023
• changed•Total loss ratio of 28.5% 26.4%,compared to 26.4% 21.0%in 2024 2023
• new•Combined ratio of 76.9% compared to 78.1% in 2024
• new•Return on Equity (“ROE”) of 23.6% compared to 19.6% in 2024
• new•Adjusted ROE(1) of 25.9% compared to 22.2% in 2024
• changedThe below table compares the cumulative total shareholder return (“TSR”) of an investment in our common stock compared to the Nasdaq Insurance Index and the Company’s 2025 our2024peer group (as listed below) for (i) the one-year period, (ii) three-year period, and (iii) the period from April 17, 2019 (the date our common stock began trading on Nasdaq) through December 31, 2025. 2024.
• changedPalomar’s Webelieveourwell-structuredexecutive compensation programs thatare rooted in a pay-for-performance philosophy and have aided in focusing management behavior on achieving rigorousperformance objectives that contribute to long-term shareholder value creation.
• changedPalomar 2026 2025Proxy Statement PLMR.com 32
• changedWe had a successful say-on-pay result in 2025, 2024,with more than 92% 94%of votes cast in favor of the oursay-on-pay proposal.
• changedThe outcome resultwas an astrongaffirmation of our executive compensation and governance programs fundamentally rooted in pay-for-performance.
• newThe Company values shareholder feedback and engages with shareholders annually.
• changedAccordingly,Consistent with prior years, in the fourth quarter of 2025, 2024,we initiated efforts to engage with ourstockholders and solicit their feedback on executive compensation, corporate governance governance,and sustainability matters.
• changed•We contacted the Company’s largest institutional 15shareholders representing approximately 35% over40%of our total shares outstanding and invited them to meet with members of the ourBoard of Directors and executive management team to discuss executive compensation, governance, and sustainability-related matters.
• new•We held meetings with the Company’s largest independent shareholders, including BlackRock, Inc. and The Vanguard Group, who collectively own approximately 25% of our total shares outstanding.
• changedThe majority of shareholders we contacted indicated that meeting with us this year was not necessary, as they were supportive of the ourcurrent executive compensation programs and governance practices.
• new•Richard H.
• changed•RichardTaketa, the Company’s ourLead Independent Director and ourCompensation Committee Chair, led each of these shareholder meetings.
• changed•Executive leaders from Palomar’s people and talent, legal, including our Chief Legal Officer, Angela Grant, and investor relations teams also participated in all ourshareholder meetings.
• changedDuring the ourshareholder outreach efforts, effortsthatweinitiatedinthefourthquarterof2024,ourstockholders reaffirmed their support of our executive compensation program and the strongalignment of management and shareholder interests fostered by our pay programs.
• changedAccordingly, they confirmed their desire for us to maintain the ourcurrent executive compensation program and structure for 2026. 2025.
• changedIn conjunction with shareholder engagement, Additionally,we annually conduct a holistic review of ourexecutive compensation, governance governance,and sustainability practices to ensure they remain consistent with prevailing market best practices and aligned with shareholder expectations.
• changedIn support of these efforts, we recently implemented the following enhancements to our programs: enhancements:
• changedCompensation Practice Enhancements Implemented in 2025/2026 2024/2025Increased proportion of at-risk pay in total compensation mix • The portion of 2024and2025target compensation that is at-risk increased hascontinuedtoincreaseover the prior year Addition of Relative Total Shareholder Return (“RTSR”) Modifier to PSU Grants • Effective with the our2025 long-term incentive (“LTI”) stock grants, PSUs issued to Section 16 officers will include a +/-20% RTSR modifier that adjusts payouts up or down based on ourshareholder returns relative to the S&P 1500 Property & Casualty Insurance Index (the“Index”)Executive and Director Stock Ownership Guidelines • Effective 2025, we increased ourexecutive and director stock ownership requirements to the following:— following:—CEO: 6x base salary (previously 5x) — Other Executives: 3x base salary (previously 2x) — Directors: 5x annual cash retainer (previously 2x) Board of Directors Compensation Structure • Effective 2025, we eliminated additional Committee member retainers to align with prevailing market director pay practices
• changedPalomar 2026 2025Proxy Statement PLMR.com 33
• changedPalomar has Wehaveadopted a pay-for-performance compensation philosophy through which we seek to provide a competitive total rewards package aimed at attracting, retaining, and incentivizing a high-performing executive team and geared toward the future growth and success of the Company.
• changedAt the beginning of a fiscal period, the ourCompensation Committee sets Company and individual performance targets which determine the target opportunity with respect to annual cash incentive and LTI equity awards that ourexecutives will receive.
• changedIf ourCompany performance exceeds the pre-established targets, ourexecutives will earn additional cash-based and equity compensation.
• changedPalomar’s Ouroverall total rewards philosophy has five Guiding Principles:
• newMarket Benchmarking Pay for Performance & Pay Equity Internal Mobility Shared Ownership & Accountability Transparency & Clear Direction 1 Support and enable the Company to achieve success by targeting overall rewards at the 50th percentile or higher of the appropriate labor market if warranted by performance.
• new2 Pay for performance driven and supports our dynamic and inclusive culture ensuring pay equity for equal work that reinforces attracting and retaining executive talent.
• new3 Eligibility for award opportunities is determined by the relative potential to contribute to organizational success.
• new4 Provide a meaningful awards program to create shared sense of ownership and accountability for the achievement of the Company’s long-term success.
• new5 Promote transparency and clear direction to accomplish individual and corporate goals.
• changedThe OurCompensation Committee is responsible for evaluating and approving the overall executive officer compensation philosophy and programs.
• changedThe OurCompensation Committee’s responsibilities include, among other things, the following:
• changed•reviewing and approving Company goals and objectives relevant to the ourCEO’s compensation, evaluating the ourCEO’s performance considering those goals and objectives, and approving the CEO’s compensation level based on this evaluation;
• changed•determining and approving the compensation of all executive officers, including ourNEOs;
• changedPalomar 2026 2025Proxy Statement PLMR.com 34
• changed•reviewing and discussing with management the Company’s compensation policies and practices to produce the ourCompensation Committee report included in this proxy statement;
• changed•performing such general oversight functions related to Company compensation inherent to the responsibilities designated in the ourCompensation Committee’s charter or set forth in resolutions of the ourBoard.
• changedAdditionally, the ourCompensation Committee Chair leads the Company’s ourannual shareholder outreach campaign, which we detailed discussedindetailabovein the Executive Summary section of the CD&A.
• changedAlthough the Compensation Committee has the responsibility to approve compensation for ourNEOs, management also plays a role in the executive compensation process.
• changedSpecifically, the ourCEO is involved in the design and implementation of the ourexecutive compensation program as it applies to his direct reports.
• changedThe CEO and Chief People Officer are typically present at Compensation Committee meetings, except when the Compensation Committee reviews and approves deliberatesorvotesontheir respective compensation arrangements during inexecutive session.
• changedOur CEO reviews the individual performance of each executive officer annually and makes recommendations to the ourCompensation Committee regarding their compensation arrangements.
• changedThe OurCompensation Committee has the authority, in its sole discretion, to retain and terminate compensation consultants, outside legal counsel and other advisors as it deems necessary to fulfill its duties and responsibilities under its charter.
• changedSince Effective2024, the Compensation Committee has engaged Pay Governance as its independent compensation consultant to support ourexecutive and Board compensation offerings.
• changedThe Compensation Committee has evaluated reviewedthe independence of Pay Governance in accordance with consideringSEC rules and Nasdaq listing standards regarding compensation consultants and has determined concludedthat the work of Pay Governance for the Compensation Committee does not present raiseany conflicts conflictof interest.
• changedPalomar 2026 2025Proxy Statement PLMR.com 35
• changedTo ensure that the ourexecutive compensation program is competitive and allows us to meet our objective of attracting, retaining, and motivating a high-performing executive team, the Compensation Committee, with theassistance from Pay Governance, Governance(andpriorto2024,PricewaterhouseCoopersLLP),has established a peer group to benchmark executive compensation data and practices.
• newFor 2025 benchmarking purposes, our peer group consisted of the following:
• changedAssured Guaranty Kemper Corporation Skyward Specialty Insurance Employers Holdings Kinsale Capital Group Steward Information Services Enstar Group EmployersHoldingsLemonade, Inc. The Baldwin Insurance Group First American Financial Corp. EnstarGroupRLI Corp. Trupanion, Inc. Hamilton Insurance Group FirstAmericanFinancialCorp.Safety Insurance Group White Mountains Insurance Group HCI HamiltonInsuranceGroup Selective Insurance Group KemperCorporationSkywardSpecialtyInsurance
• changedThe Compensation Committee has benchmarked our executive compensation against these companies for purposes of establishing our 2025 2024compensation program and reviewed the overall peer compensation information to understand how our NEO’s total compensation compares to competitive norms.
• changedTo ensure Palomar’s ourpeer group remains continuestoremainrepresentative of the competitive landscape in which we operate and is appropriate from a size standpoint, we annually review the peer group and adjust if appropriate.
• newFor 2026 benchmarking purposes, after conducting a review of the prevailing competitive market with the assistance of Pay Governance, the Compensation Committee updated the peer group to consist of the below 15 public companies, of which 14 were constituents of the 2025 peer group and one is a new addition.
• changedWhen Aspartoftheprocessofdetermining the benchmarking peer group for 2026, the Compensation Committee 2025,weconsidered the Company’s Palomar’sweighted positioning of market capitalization and market cap-to-GWP, cap-to-grosswrittenpremiums(GWP),to ensure we maintain an appropriate comparator group from a size standpoint.
• changedThe Compensation Committee believes Webelievemarket cap-to-GWP ratio in particular is an optimal size metric for peer group construction purposes, as it best measures a company’s ability to generate strong top and bottom-line growth relative to their asset base.
• newAmong other items, the Compensation Committee also considered the degree to which our compensation comparator group included peer of peers and reverse peers.
• newAssured Guaranty Kinsale Capital Group Skyward Specialty Insurance First American Financial Corp. Lemonade, Inc. Steward Information Services Hamilton Insurance Group RLI Corp. The Baldwin Insurance Group HCI Group Safety Insurance Group The Hanover Insurance Group Kemper Corporation Selective Insurance Group White Mountains Insurance Group
• changedPalomar 2026 2025Proxy Statement PLMR.com 36
• changedSpecific changes made to the 2026 2025benchmarking peer group included the following:
• newCompany Reason Removals Employers Holdings No longer meets size/scope criteria Enstar Group Acquired by Sixth Street Trupanion, Inc. No longer meets size/scope criteria Additions The Hanover Insurance Group Competitor in business opportunities and executive talent, and falls within defined size criteria.
• changedPalomar 2026 2025Proxy Statement PLMR.com 37
• changedThe Compensation Committee annually determines ourpay mix with guidance from Pay Governance itsindependentconsultantand a review of prevailing market norms and trends.
• changedThe Compensation Committee designs Wedesignthe mix of ourpay elements to foster and promote our pay-for-performance culture, to support the Company’s ourstrategic priorities of profitable growth and to attract, retain and motivate our executives.
• changedThe elements of our 2025 2024compensation mix and rationale for using and determining each are set forth as follows:
• changed• We generally set base salaries near the median of market or higher when warranted by performance, though pay may vary depending on the value and supply/ demand supply/demanddynamics of the position.
• changedVariable (At Risk) Annual Incentive Plan (“AIP”)Variable compensation component capped at a maximum level (200% of target for 2025) 2024)payable in cash based on performance against annually established Company metrics and individual performance.
• changed• Company performance metrics (80%): —40% pre-tax adjusted net income (“ANI”) —40% pre-tax ANI pre-catastrophe losses • Individual management by objectives (20%) LTI (“Long-Term Incentives”)–Performance Incentives”)–PerformanceStock Units (“PSUs”) PSUs represents a right to receive shares based on Company financial performance.
• changedEffective2023,The performance period for the ourPSUs tied to Adjusted ROE (70% allocation) is three years.

More changes truncated for legibility. Open the filings on SEC for full prose.