Heritage Insurance Holdings, Inc.
For the period ended Jun 10, 2025. Filed Apr 25, 2025.
View on SEC.govAbout this filing
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.
Jun 10, 2025 · Filed Apr 25, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
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 Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
|---|
Heritage Insurance Holdings, Inc.
(Name of Registrant as Specified in its Charter)
N/A
(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. |
|---|
Heritage Insurance Holdings, Inc.
1401 N Westshore Blvd,
Tampa, Florida 33607
April 25, 2025
To Our Stockholders:
On behalf of the Board of Directors and management of Heritage Insurance Holdings, Inc., we cordially invite you to attend the annual meeting of stockholders to be held on Tuesday, June 10, 2025 at 10:00 a.m. (ET). Our annual meeting will be held as a “hybrid meeting” which means that we will host the meeting in person at The Westshore Grand, 4860 W Kennedy Blvd, Tampa, FL 33609 and also enable remote participation, including voting, via the Internet. Accordingly, you will be able to attend the annual meeting virtually and vote and submit questions by visiting meetnow.global/MJJHJNV.
The following pages contain the formal notice of the annual meeting, the proxy statement and the proxy card. Please review this material for information concerning the business to be conducted at the meeting including the nominees for election as directors. You may also find electronic copies of these documents online at http://www.edocumentview.com/HRTG.
The purpose of the meeting is to consider and vote upon proposals to (i) elect seven directors, (ii) ratify the appointment of our independent registered public accounting firm for 2025, (iii) approve, on an advisory basis, the compensation of our named executive officers, (iv) approve an amendment to the Company’s 2023 Omnibus Incentive Plan to increase the number of authorized shares by 1,800,000 shares, and (v) transact such other business as may properly come before the meeting.
Whether or not you plan to attend the meeting, your vote is important. We encourage you to vote in advance of the meeting by telephone, by Internet or by signing, dating and returning your proxy card by mail. You may also vote by attending the meeting in person or virtually at meetnow.global/MJJHJNV. Full instructions for attending the meeting are contained in the proxy statement and in the enclosed proxy card.
Sincerely yours,
Richard Widdicombe
Chairman
We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about April 25, 2025.
This proxy statement and our 2025 Annual Report are available online at
http://www.edocumentview.com/HRTG
NOTICE OF 2024 ANNUAL MEETING
OF STOCKHOLDERS
OF HERITAGE INSURANCE HOLDINGS, INC.
| Date and Time: | Tuesday, June 10, 2025 at 10:00 a.m. (ET). |
|---|---|
| Location: | (1) In person at The Westshore Grand, 4860 W Kennedy Blvd, Tampa, FL 33609; and (2) Virtually via live audio webcast at meetnow.global/MJJHJNV. |
| Admission: | Only stockholders of Heritage Insurance Holdings, Inc. (the “Company”) or their duly authorized proxies may attend the annual meeting. If you plan to attend the meeting in person, you must present photo identification, such as a driver’s license when you arrive. Beneficial owners must also provide evidence of stock holdings, such as a recent brokerage account or bank statement. If you plan to attend the meeting virtually, you may do so by visiting the link meetnow.global/MJJHJNV. By visiting this link, you will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the meeting. To participate in the annual meeting, you will need the 16-digit control number that appears on your proxy card or the instructions that accompanied your proxy materials. Beneficial owners will need to register at least three business days prior to the annual meeting in order to attend the meeting virtually. For more instructions, please refer to the section “Annual Meeting Procedures” on page 4. |
| Record Date: | April 16, 2025 |
| Voting: | Each share of common stock entitles you to one vote on each matter to be voted on at the annual meeting. Cumulative voting is not permitted. |
| Items of Business: | (1) To elect seven members of the Board of Directors to serve until the 2026 Annual Meeting of Stockholders or until their respective successors are elected and qualified; (2) To ratify the appointment of Plante & Moran, PLLC as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025; (3) To approve, on an advisory basis, the compensation of our named executive officers; (4) To approve an amendment to the Company’s 2023 Omnibus Incentive Plan to increase the number of authorized shares by 1,800,000 shares; and (5) To transact such other business as may properly come before the meeting. |
EVEN IF YOU CANNOT ATTEND THE ANNUAL MEETING, PLEASE TAKE THE TIME TO PROMPTLY VOTE YOUR SHARES BY CAREFULLY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU WISH TO VOTE USING A PAPER PROXY CARD, PLEASE SIGN, DATE AND RETURN THE PROXY CARD IN THE RETURN ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE. YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS EXERCISED.
Important Notice of Internet Availability of Proxy Materials for the Annual Meeting to be Held on June 10, 2025: The Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at http://www.edocumentview.com/HRTG.
PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.
Items to be Voted on at the 2025 Annual Meeting of Stockholders
| Proposals | Board of Directors’Recommendation | |
|---|---|---|
| PROPOSAL 1 | Elect seven members of the Board of Directors to serve until the 2025 Annual Meeting of Stockholders or until their respective successors are elected and qualified | FOR |
| PROPOSAL 2 | Ratify the appointment of Plante & Moran, PLLC as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 | FOR |
| PROPOSAL 3 | Approve, on an advisory basis, the compensation of our named executive officers, which we refer to as “Say on Pay” | FOR |
| PROPOSAL 4 | Approve an amendment to the Company’s 2023 Omnibus Incentive Plan to increase the number of authorized shares by 1,800,000 shares | FOR |
Director Nominees
| Committee Memberships | |||||
| Name | Director Since | Independent | AC | CC | CGN |
|---|---|---|---|---|---|
| Ernie Garateix (CEO) | 2020 | No | |||
| Richard Widdicombe (Chairman) | 2012 | Yes | C | ||
| Pete Apostolou | 2012 | Yes | M | ||
| Irini Barlas | 2014 | Yes | C, F | M | |
| Mark Berset | 2019 | No | |||
| Joseph Vattamattam | 2014 | Yes | M, F | M | |
| Paul L. Whiting | 2023 | Yes | M, F | C | M |
| AC: | Audit Committee | CGN: | Corporate Governance and Nominating Committee |
|---|---|---|---|
| CC: | Compensation Committee | M: | Member |
| C: | Chair | F: | Financial Expert |
Shareholder Engagement
In 2024, we continued our proactive shareholder outreach efforts and actively engaged with our institutional investors on a variety of corporate governance matters, including the alignment of our executive compensation program with the interests of our shareholders. We held targeted investor meetings on a variety of these matters, continued our assertive outreach campaign and executed on our strategy to attract new categories of investors to broaden our shareholder base.
Our investor relations efforts have been geared toward invigorating investor interest through strategic engagement, transparent financial communication, and a commitment to keeping investor relations materials current and compelling. We welcome the opportunity to engage with our shareholders on matters important to them and take that feedback into account in our decision making process.
Corporate Governance
We are committed to high standards of ethical and business conduct and strong corporate governance practices. This commitment is highlighted by the practices described below.
| What We Do | What We Don’t Do |
|---|---|
| Over 75% of the directors are independent | No shareholder rights plan, commonly known as a “poison pill” |
| Board Committees comprised entirely of independent directors | Limited perquisites |
| Directors elected annually for one-year terms | No stock options granted below fair market value |
| Short and long-term incentives designed to deliver long-term growth and drive shareholder value | No special supplemental executive retirement programs or pensions |
| Maintain a compensation program that is heavily performance-based and uses multiple performance measures | No repricing or backdating of stock options without shareholder approval |
| Compensation benchmarked to peer and market data during compensation decision-making process | No acceleration of vesting of equity awards in connection with terminations, absent a change in control |
| Utilize independent compensation consultant reporting directly to the Compensation Committee | No tax gross-ups on perquisites |
| No liberal change in control definition in equity plans or employment agreements |
2024 Performance Highlights
| • | Net income for the year ended December 31, 2024 was $61.5 million or $2.01 per diluted share, compared to a net income of $45.3 million or $1.73 per diluted share in the prior year, driven by the positive impact of rate actions, underwriting actions, and exposure management undertaken during 2022, 2023 and 2024, partly offset by higher operating expenses and income taxes and significantly higher catastrophe losses. |
| • | Income before taxes for the year ended December 31, 2024 was $82.7 million, compared to $52.0 million in the prior year driven by the impact of rate, underwriting and exposure management actions. |
| • | Return on equity of 24.1% compared to 25.8% in the prior year. The return on equity was lower than the prior year despite higher net income for the year ended December 31, 2024 compared to the net income for the year ended December 31, 2023. This was driven by a higher average shareholders’ equity in 2024 compared to 2023. |
| • | Book value per share of $9.50 at December 31, 2024, was up 30.3% from $7.29 at December 31, 2023. |
| • | Premiums-in-force were $1.43 billion as of December 31, 2024, representing a 5.7% increase from December 31, 2023, reflecting continued proactive underwriting and rate actions and strategic growth in our commercial lines product, despite an intentional year over year reduction of over 60,000 policies. Concurrently, total insured value decreased by 5.8%. |
| • | Gross premiums written of $1.43 billion, up 6.7% from $1.34 billion in the prior year, driven primarily by rate actions, which was partly offset by personal lines exposure management policy count reduction. Premium growth in the commercial lines business offset the decline in premium from personal lines policies. Additionally, rate increases continued to meaningfully benefit written premiums throughout the book of business combined with the use of inflation guard, which ensures appropriate property values. While we expect underwriting discipline and exposure management to continue, the specific intentional targeted exposure management of the last several years is expected to level out going forward as we focus on a controlled growth strategy, which includes growing the personal lines policy count. |
| • | Gross premiums earned of $1.4 billion, up 6.2% from $1.3 billion in the prior year, reflecting higher gross premiums written over the last twelve months driven by higher rates. |
| • | Net premiums earned of $767.9 million, up 10.1% from $697.2 million in the prior year, reflecting the higher gross earned premium outpacing the increase in ceded premiums for the year. |
| • | Expanded in-force premium for Excess & Surplus lines (“E&S”) policies in California, Florida and South Carolina to over $46.0 million. E&S business is unique as the forms and rates are generally not subject to regulation and therefore has the ability to more timely implement market adjustments. |
| • | Net loss ratio of 58.2%, a 2.9 point improvement over the prior year of 61.1%, driven by the benefit of higher net premiums earned and lower attritional losses which exceeded the impact of higher catastrophe and weather losses and loss adjustments expenses and adverse development. |
| • | Continued execution of our strategic profitability initiatives including improve underwriting profit through rate adequacy and more selective underwriting, allocating capital to products and geographies that maximize long-term returns, and maintaining a balanced and diversified portfolio. This includes a reduction of policies in force by nearly 30.0%, a reduction in total insured value of 10.3%, and an increase in premiums in force by nearly 12.0% as compared to the prior year. These actions resulted in a more stable book of business which we expect will benefit long-term underwriting results. |
| • | Strategic initiatives for 2025 include re-opening profitable geographies, persistent underwriting discipline and focus on rate adequacy, and continued data driven analytics to drive exposure management. |
| • | Successful placement of 2024-2025 catastrophe excess-of-loss reinsurance program with highly rated or collateralized reinsurers and $575.0 million of limit available for the 2024 hurricane season from fully collateralized reinsurance placed in the Insurance Linked Securities (“ILS”) Market. The placement of catastrophe bonds in the ILS Market further expands the availability and diversification of our reinsurance capacity, while potentially providing multi-year fully collateralized reinsurance protection. Strategically utilized subsidiary captive reinsurer to reduce retained losses at each insurance company subsidiary while retaining premium within holding company system. |
Proxy Statement for the Annual Meeting of Stockholders of
HERITAGE INSURANCE HOLDINGS, INC.
To Be Held on June 10, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.