Palomar Holdings Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect Daryl Bradley and Thomas Bradley as Class I directors to serve until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation ("Say-On-Pay-Vote

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote approving the company’s executive compensation disclosures and the overall pay programs for its Named Executive Officers. Management is seeking this advisory approval as required by Section 14A and to validate its pay-for-performance philosophy: the program emphasizes a high proportion of at-risk compensation delivered through annual cash incentives and long-term equity (PSUs and RSUs) tied to multi-year metrics. The compensation framework ties annual bonuses to pre-tax adjusted net income and pre-tax adjusted net income before catastrophe losses (80% weight) and subjective management-by-objectives goals (20%), while PSUs are predominantly driven by Adjusted ROE (70%) and GWP (30%) with a +/-20% RTSR modifier to align payouts with relative shareholder returns. The Compensation Committee engaged an independent consultant, used peer benchmarking, and implemented enhanced ownership guidelines and clawback policies to mitigate risk and strengthen alignment with shareholders. The board’s recommendation for a “FOR” vote is justified by strong 2025 performance, demonstrated pay-for-performance outcomes (large CEO and NEO pay tied to performance), and prior shareholder support (approximately 92% approval in 2025), which management cites as validation of the program. Risks and governance considerations include potential perception issues around large equity grants and the use of non-GAAP metrics; the company has mitigations such as multi-year vesting, RTSR modifier, independent committee oversight, and an enhanced clawback policy. For an analyst evaluating merit, key points are: the program’s heavy reliance on multi-year performance metrics and RTSR linkage, the Compensation Committee’s governance practices and consultant involvement, and the company’s recent financial outperformance that materially increased actual payouts—factors that support management’s case but that also warrant ongoing shareholder scrutiny of targets, disclosure clarity, and dilution from equity grants. Overall, the proposal is a routine advisory confirmation of the compensation framework rather than a binding change to plan terms, and the Board frames it as a necessary endorsement of its current practices to preserve management’s incentive alignment with long-term shareholder value creation.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Palomar Holdings Inc 2026 annual meeting?

Palomar Holdings Inc (PLMR) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Palomar Holdings Inc 2026 meeting?

The record date for the Palomar Holdings Inc 2026 meeting is Tuesday, March 31, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Palomar Holdings Inc's 2026 meeting?

The board is presenting 2 director nominees at the Palomar Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Palomar Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Palomar Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.