Palomar Holdings, Inc.
For the period ended May 21, 2026. Filed Apr 10, 2026.
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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 21, 2026 · Filed Apr 10, 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 |
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| Check the appropriate box: | |
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| ☐ | 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): | |
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| ☒ | 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 Stockholders | Palomar Holdings, Inc. 7979 Ivanhoe Avenue, Suite 500 La Jolla, California 92037 |
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Dear Stockholder:
I am pleased to invite you to attend the 2026 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 21, 2026, 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 I Directors the two nominees named in this proxy statement to serve until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified. |
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| • | To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as described in the proxy statement. |
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| • | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. |
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| • | To transact such other business that may properly come before the Annual Meeting or any postponements or adjournments thereof. |
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Stockholders of record as of March 31, 2026, 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 telephone, 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 10, 2026
| Palomar 2026 Proxy Statement | PLMR.com 1 |
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Notice of Annual Meeting of Stockholders
| Time and Date | May 21, 2026, at 9:00 a.m. Pacific Time |
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| Place | Our principal executive offices located at 7979 Ivanhoe Avenue, Suite 500, La Jolla, California 92037. |
| Items of Business | • To elect as Class I Directors the two nominees named in this proxy statement to serve until the 2029 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, 2026. • To transact such other business that may properly come before the Annual Meeting or any postponements or adjournments thereof. |
| Record Date | March 31, 2026 (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 Report | You may access our Annual Report on Form 10-K for the year ended December 31, 2025, and our proxy solicitation materials by visiting https://ir.palomarspecialty.com/financials/annual-reports-proxies. |
| Proxy Voting | YOUR 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 10, 2026
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 21, 2026: The Notice of the 2026 Annual Meeting of Stockholders and Proxy Statement and the 2025 Annual Report on Form 10-K are available at https://ir.palomarspecialty.com/financials/annual-reports-proxies. The Board solicits your proxy for the 2026 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 10, 2026.
| Palomar 2026 Proxy Statement | PLMR.com 2 |
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Proxy Statement
For 2026 Annual Meeting of Stockholders
To Be Held at 9:00 a.m. Pacific Time on May 21, 2026
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 2026 Annual Meeting of Stockholders (the “Annual Meeting”), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on May 21, 2026, 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 2026 Annual Meeting:
| Proposal · Board Recommendation · Page | |||
|---|---|---|---|
| 1. | Election Of Class I Directors | FOR each Director Nominee | 23 |
| 2. | Advisory Vote to Approve Named Executive Officer Compensation (“Say-On-Pay-Vote”) | FOR | 24 |
| 3. | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 25 |
Director Nominees
| Name · Age · Director Since · Independent · Audit Committee · Compensation Committee · Nominating and Corporate Governance Committee · Sustainability Committee · Enterprise Risk Management Committee · Investment Committee | |||||||
|---|---|---|---|---|---|---|---|
| Daryl Bradley | 70 | 2020 | l | l | l | ||
| Thomas Bradley | 68 | 2024 | l | l | l | l | |
l Chair l Member
| Palomar 2026 Proxy Statement | PLMR.com 3 |
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Table of Contents
| Letter to Stockholders | 1 |
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| Notice of Annual Meeting of Stockholders | 2 |
| Proxy Statement | 3 |
| Proxy Summary | 3 |
| Board of Directors and Corporate Governance | 6 |
| Board Composition | 6 |
| Classified Board Structure | 8 |
| Corporate Governance Highlights | 8 |
| Nominees for Director | 9 |
| Continuing Directors | 10 |
| Director Independence | 13 |
| Board Leadership Structure | 13 |
| Board Meetings and Committees | 13 |
| Board Oversight of Risk | 15 |
| Audit Committee | 16 |
| Compensation Committee | 17 |
| Compensation Committee Interlocks and Insider Participation | 17 |
| Nominating and Corporate Governance Committee | 17 |
| Identifying and Evaluating Nominees for Director | 18 |
| Stockholder Recommendations for Nominations to the Board | 18 |
| Communications with the Board of Directors | 19 |
| Sustainability Committee | 19 |
| Sustainability & Citizenship Report | 19 |
| Enterprise Risk Management Committee | 20 |
| Investment Committee | 20 |
| Corporate Governance Guidelines and Code of Conduct and Ethics | 21 |
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| Insider Trading Policy | 21 |
| Delinquent Section 16(a) Reports | 21 |
| Director Compensation | 21 |
| 2025 Director Compensation Table | 22 |
| Proposal No. 1 Election of Directors | 23 |
| 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 Firm | 25 |
| Fees Paid to the Independent Registered Public Accounting Firm | 25 |
| Auditor Independence | 25 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 26 |
| Audit Committee Report | 27 |
| Executive Officers | 28 |
| Compensation Discussion and Analysis | 31 |
| Executive Summary | 32 |
| Business Overview and Summary of 2025 Financial Results | 32 |
| Historical Shareholder Returns | 32 |
| Shareholder Feedback and Engagement | 33 |
| Compensation Philosophy, Process and Objectives | 34 |
| 2025 Compensation Program Overview | 39 |
| Palomar 2026 Proxy Statement | PLMR.com 4 |
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| Compensation Decisions Related to 2025 | 40 |
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| Annual Incentive Plan | 40 |
| Pre-Tax Adjusted Net Income and Pre-Tax Adjusted Net Income Before Catastrophe Losses | 41 |
| Management by Objectives (“MBO”) | 41 |
| Long-Term Equity Compensation | 42 |
| 2026 Compensation Program Overview | 46 |
| Base Salaries | 46 |
| 2026 AIP | 46 |
| 2026 Long-Term Equity Compensation | 47 |
| Compensation Policies and Other Information | 48 |
| Clawback Policy | 49 |
| Anti-Hedging and Anti-Pledging Policy; Stock Trading Practices | 49 |
| Stock Ownership Guidelines | 49 |
| Equity Awards Granting Practices | 50 |
| Impact of Accounting and Tax Requirements of Compensation | 50 |
| Compensation Risk Assessment | 51 |
| Compensation Committee Report | 51 |
| Executive Compensation Tables | 52 |
| Summary Compensation Table | 52 |
| 2025 Grant of Plan-Based Awards Table | 53 |
| 2025 Outstanding Equity Awards at Fiscal Year-End | 54 |
| 2025 Option Exercises and Stock Vested Table | 55 |
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| Potential Payments Upon Termination or Change of Control | 56 |
| Employment Agreements for Executive Officers | 57 |
| CEO Pay Ratio Disclosure | 59 |
| Pay vs. Performance Comparison | 60 |
| Pay-for-Performance Alignment | 62 |
| Security Ownership of Certain Beneficial Owners And Management | 65 |
| Indemnification Agreements and Directors’ and Officers’ Liability Insurance | 67 |
| Policies and Procedures for Related Party Transactions | 67 |
| Other Matters | 67 |
| Company Website | 67 |
| Availability of Bylaws | 67 |
| Available Information | 67 |
| Proposals of Stockholders for 2027 Annual Meeting | 68 |
| Questions and Answers about the Annual Meeting | 69 |
| Appendix A: Non-GAAP Financial Measures and Reconciliation Tables | 75 |
| Palomar 2026 Proxy Statement | PLMR.com 5 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.