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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Contents
Pay-for-Performance Alignment
The following table identifies the four most important financial performance measures used by our Compensation Committee to link the compensation actually paid (“CAP”) to our CEO and other NEOs in 2025 to Company performance, calculated in accordance with SEC regulations. The role of each of these performance measures on our NEOs’ compensation is discussed in the CD&A above.
Financial Performance Metrics(1)
Pre-Tax Adjusted Net Income
Pre-Tax Pre-Cat Adjusted Net Income
Gross Written Premiums
Adjusted ROE
The following charts reflect our CAP to our NEOs over the five-year period ended December 31, 2025, as compared to trends in Palomar’s TSR, net income and Adjusted ROE over this period. The TSR chart additionally illustrates Palomar’s TSR relative to the Nasdaq Insurance Index over this period.
| (1) | Pre-Tax Adjusted Net Income (ANI), Pre-Tax Pre-Catastrophe ANI and Adjusted ROE are non-GAAP financial measures; see Reconciliation of Non-GAAP Financial Measures in Appendix A. |
| Palomar 2026 Proxy Statement | PLMR.com 62 |
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| Palomar 2026 Proxy Statement | PLMR.com 63 |
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The following table provides information as of December 31, 2025, with respect to shares of our common stock that may be issued under our existing equity compensation plans.
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
|---|---|---|---|
| Equity compensation plans approved by stockholders(2) | 1,297,983(3) | 32.15 | 5,793,108(4) |
| Equity compensation plans not approved by stockholders | — | — | — |
| Total | 1,297,983 | 32.15 | 5,793,108 |
| (1) | The weighted average exercise price is calculated based solely on outstanding stock options. |
| (2) | Includes the following plans: 2019 Equity Incentive Plan (the “2019 Plan”) and 2019 Employee Stock Purchase Plan (the “2019 ESPP”). |
| (3) | This number includes 499,676 stock options outstanding, 296,285 RSUs outstanding and 502,022 PSUs outstanding granted under the 2019 Plan. |
| (4) | This number includes 4,211,864 shares available for issuance under the 2019 Plan and 1,581,244 shares available for sale under the 2019 ESPP. The 2019 Plan provides for an automatic increase on January 1, 2020, and each subsequent anniversary through 2029, equal to the least of (i) 3% of the number of shares of common stock issued and outstanding on the immediately preceding December 31; and (ii) an amount determined by the Board. The 2019 ESPP provides for annual increases in the number of shares available for sale under the 2019 ESPP on January 1, 2020, and each subsequent anniversary through 2029, equal to the least of: (i) 240,000 shares; or (ii) such other amount as may be determined by the Board. |
| Palomar 2026 Proxy Statement | PLMR.com 64 |
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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.