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Palomar Holdings Inc

For the period ended May 22, 2025. Filed Apr 11, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2025 · Filed Apr 11, 2025

Use the contents to explore the available documents and sections.

PLMR$155.71+0.0%Stored close · as of Nov 6, 2026
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UNITED STATES**

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No. )

☒Filed by the Registrant☐Filed by a Party other than the Registrant
Check the appropriate box:
☐Preliminary Proxy Statement
☐CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under Rule 14a-12

Palomar Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Letter to StockholdersPalomar Holdings, Inc. 7979 Ivanhoe Avenue, Suite 500 La Jolla, California 92037

Dear Stockholder:

I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Palomar Holdings, Inc. (“Palomar”), which will be held at the Palomar offices, located at 7979 Ivanhoe Avenue, Suite 500, La Jolla, California 92037 on May 22, 2025, at 9:00 a.m. Pacific Time. Doors open at 8:30 a.m. Pacific Time.

At the Annual Meeting, we will ask you to consider the following proposals:

•To elect as Class III Directors the two nominees named in this proxy statement to serve until the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
•To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as described in the proxy statement.
•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.
•To transact such other business that may properly come before the Annual Meeting or any postponements or adjournments thereof.

Stockholders of record as of April 1, 2025, may vote at the Annual Meeting or any postponement or adjournment of the meeting.

We are pleased to announce that we are taking advantage of U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders over the Internet. We believe that this process will allow us to provide our stockholders with the information they need in a timely manner, reduce the environmental impact of printing and distributing our proxy materials and lower our costs.

**YOUR VOTE IS IMPORTANT.**Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or if you requested a printed copy of the proxy materials, via mail. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone, or, if you requested a printed copy of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

On behalf of the Board of Directors, I would like to express our appreciation of your interest in Palomar.

Sincerely,

Mac Armstrong

Chairman of the Board and Chief Executive Officer

La Jolla, California

April 11, 2025

Palomar 2025 Proxy StatementPLMR.com 1

Notice of Annual Meeting of Stockholders

Time and DateMay 22, 2025, at 9:00 a.m. Pacific Time
PlaceOur principal executive offices located at 7979 Ivanhoe Avenue, Suite 500, La Jolla, California 92037.
Items of Business• To elect as Class III Directors the two nominees named in this proxy statement to serve until the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified. • To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as described in the proxy statement. • To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025. • To transact such other business that may properly come before the Annual Meeting or any postponements or adjournments thereof.
Record DateApril 1, 2025 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.
Annual ReportYou may access our Annual Report on Form 10-K for the year ended December 31, 2024, and our proxy solicitation materials by visiting https://ir.palomarspecialty.com/financials/annual-reports-proxies.
Proxy VotingYOUR VOTE IS IMPORTANT. Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by telephone, or, if you requested a printed copy of the proxy materials, by signing, dating, and returning the enclosed proxy card, will save the expenses and extra work of additional solicitation.

By order of the Board of Directors, Mac Armstrong Chairman of the Board and Chief Executive Officer La Jolla, California April 11, 2025

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 22, 2025: The Notice of the 2025 Annual Meeting of Stockholders and Proxy Statement and the 2024 Annual Report on Form 10-K are available at https://ir.palomarspecialty.com/financials/annual-reports-proxies. Our Board solicits your proxy for the 2025 Annual Meeting of Stockholders (and any postponement or adjournment of the meeting) for the matters set forth above. We made this proxy statement available to stockholders beginning on April 11, 2025.

Palomar 2025 Proxy StatementPLMR.com 2

Proxy Statement

For 2025 Annual Meeting of Stockholders

To Be Held at 9:00 a.m. Pacific Time on May 22, 2025

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by the Board of Directors (or the “Board”) of Palomar Holdings, Inc. (the “Company” or “Palomar”) for use at its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), and any postponements, adjournments, or continuations thereof. The Annual Meeting will be held on May 22, 2025, at 9:00 a.m. Pacific Time, at our principal executive offices located at 7979 Ivanhoe Avenue, Suite 500, La Jolla, California 92037.

Proxy Summary

This summary highlights certain information contained elsewhere in our proxy statement. You should read the entire proxy statement carefully before voting.

Stockholders will be asked to vote on the following matters at the 2025 Annual Meeting:

Proposal · Board Recommendation · Page
1.Election Of Class III DirectorsFOR each Director Nominee23
2.Advisory Vote to Approve Named Executive Officer Compensation (“Say-On-Pay-Vote”)FOR24
3.Ratification of Appointment of Independent Registered Public Accounting FirmFOR25

Director Nominees

Name · Age · Director Since · Independent · Audit Committee · Compensation Committee · Nominating and Corporate Governance Committee · Sustainability Committee · Enterprise Risk Management Committee · Investment Committee
Mac Armstrong502014lll
Martha Notaras642020lll

l Chair l Member

Palomar 2025 Proxy StatementPLMR.com 3

Table of Contents

Letter to Stockholders1
Notice of Annual Meeting of Stockholders2
Proxy Statement3
Proxy Summary3
Board of Directors and Corporate Governance6
Board Composition6
Classified Board Structure8
Corporate Governance Highlights8
Nominees for Director9
Continuing Directors10
Director Independence13
Board Leadership Structure13
Board Meetings and Committees13
Board Oversight of Risk15
Audit Committee16
Compensation Committee17
Compensation Committee Interlocks and Insider Participation17
Nominating and Corporate Governance Committee17
Sustainability Committee18
Sustainability & Citizenship Report18
Enterprise Risk Management Committee19
Investment Committee19
Identifying and Evaluating Nominees for Director19
Stockholder Recommendations for Nominations to the Board20
Communications with the Board of Directors20
Corporate Governance Guidelines and Code of Conduct and Ethics21
Insider Trading Policy21
Delinquent Section 16(a) Reports21
Director Compensation21
2024 Director Compensation Table22
Proposal No. 1 Election of Directors23
Proposal No. 2 Advisory Vote to Approve Named Executive Officer Compensation (“Say-On-Pay-Vote”)24
Proposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm25
Fees Paid to the Independent Registered Public Accounting Firm25
Auditor Independence25
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm26
Audit Committee Report27
Executive Officers28
Executive Officer Diversity31
Compensation Discussion and Analysis31
Executive Summary32
Business Overview and Summary of 2024 Financial Results32
Historical Shareholder Returns32
Shareholder Feedback and Engagement33
Compensation Philosophy, Process and Objectives34
2024 Compensation Program Overview39
Palomar 2025 Proxy StatementPLMR.com 4
Compensation Decisions Related to 202440
Annual Incentive Plan40
Pre-Tax Adjusted Net Income and Pre-Tax Adjusted Net Income Before Catastrophe Losses41
Management by Objectives (“MBO”)41
Long-Term Equity Compensation42
2025 Compensation Program Overview46
Base Salaries46
2025 AIP46
2025 Long-Term Equity Compensation47
Compensation Policies and Other Information48
Clawback Policy49
Anti-Hedging and Anti-Pledging Policy; Stock Trading Practices49
Stock Ownership Guidelines49
Equity Awards Granting Practices50
Impact of Accounting and Tax Requirements of Compensation50
Compensation Risk Assessment51
Compensation Committee Report51
Executive Compensation Tables52
Summary Compensation Table52
2024 Grant of Plan-Based Awards Table53
2024 Outstanding Equity Awards at Fiscal Year-End54
2024 Option Exercises and Stock Vested Table55
Potential Payments Upon Termination or Change of Control56
Employment Agreements for Executive Officers57
CEO Pay Ratio Disclosure59
Pay vs. Performance Comparison60
Pay-for-Performance Alignment62
Security Ownership of Certain Beneficial Owners And Management65
Related Person Transactions67
Indemnification Agreements and Directors’ and Officers’ Liability Insurance67
Policies and Procedures for Related Party Transactions67
Other Matters67
Company Website67
Availability of Bylaws67
Available Information67
Proposals Of Stockholders For 2026 Annual Meeting68
Questions and Answers about the Annual Meeting69
Stockholder Proposals74
Nomination of Director Candidates75
Appendix A: Non-GAAP Financial Measures and Reconciliation Tables76
Palomar 2025 Proxy StatementPLMR.com 5
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.