Independent
Tenure on this board
13.0 yrs
4 nominees · 3 ballot items.
Elect four directors (one Class B and three Class C), ratify Forvis Mazars, LLP as independent registered public accounting firm for 2026, and approve on an advisory basis the compensation of the Company’s named executive officers.
Elect four directors: one Class B director (Wayne Burks, if elected, will be reassigned to Class B) and three Class C directors (Jay Madhu, Peter Politis, Anthony Saravanos) to serve the stated terms.
Ratify the Audit Committee’s appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, Summary Compensation Table and related disclosure).
This advisory (non-binding) say-on-pay proposal asks shareholders to approve the Company’s disclosed executive compensation for 2025, including the Compensation Discussion and Analysis, Summary Compensation Table and related disclosures. Management is seeking shareholder affirmation of its pay decisions to demonstrate support for its pay-for-performance framework, which employs base salaries, short-term cash bonuses, and long-term equity incentives (including market-based restricted stock hurdles) to align executives with shareholder interests. Contextually, HCI delivered record financial results in 2025—including $320 million net income, substantial premium growth, and a highly successful Exzeo initial public offering—which materially influenced compensation decisions, notably a $6.95 million cash bonus for the CEO that included Exzeo-related compensation. The Compensation Committee and Board characterize the program as calibrated to attract, retain, and incentivize management while linking realized pay to long-term shareholder returns, and they will consider the advisory vote when making future compensation decisions. Although the vote is non-binding, a negative outcome could prompt the Compensation Committee to revisit elements of the program, disclosure, or target-setting, particularly given prior shareholder engagement and the prior 2025 advisory vote result. The filing discloses benchmarking, peer groups (insurance and software peers), and the Compensation Committee’s rationale for CEO and NEO awards, including discretion used in light of exceptional corporate performance and Exzeo’s IPO. The advisory vote also serves as a governance signal about stakeholder views on pay magnitude (including Exzeo-related pay), performance metric calibration, and the interplay of company-specific events with compensation outcomes. Given the Board’s recommendation and the Committee’s documented rationale, shareholders are being asked to endorse management’s compensation design and recent decisions while retaining the ability to influence future practices through subsequent advisory votes and engagement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.2% | 1,171,520 | $181M |
| 2 | AMERICAN CENTURY COMPANIES INC | 4.9% | 625,373 | $97M |
| 3 | Hood River Capital Management LLC | 4.9% | 623,801 | $96M |
| 4 | Khrom Capital Management LLC | 4.5% | 580,268 | $90M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 486,735 | $75M |
| 6 | STATE STREET CORP | 3.1% | 398,511 | $62M |
| 7 | Freestone Grove Partners LP | 2.7% | 343,386 | $53M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.6% | 334,202 | $52M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.6% | 326,776 | $51M |
| 10 | BlackRock, Inc. | 2.5% | 322,969 | $50M |
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