DEF 14A of Universal Insurance Holdings, Inc., Apr 24, 2026

DEF 14A of Universal Insurance Holdings, Inc.

Filed Apr 24, 2026 · FY20250001193125-26-177529

Open on EDGAR

  1. Director Nominees

    Director Nominees The following table provides summary information regarding each of our Board’s nominees for election as director as well as their tenure and business experience.

  2. Director Nominees

    | | | | | Committee Membership | | | | | | Name | Age | Director Since | Principal Occupation | Nominating & Governance | Compensation | Audit | Investment | Risk | | Sean P. Downes (Executive Chairman) | 56 | 2005 | Executive Chairman, Universal Insurance Holdings, Inc. | | | | X | | | Carol G. Barton | 74 | 2024 | Former President Multinational, American International Group (AIG) | X | | | | | | Shannon A. Brown | 69 | 2022 | Former Senior Vice President, FedEx Corporation | | X | X | | | | Scott P. Callahan | 72 | 2013 | President and Managing Member of SPC Global RE Advisors, LLC; Former EVP of Everest Reinsurance Holdings | Chair | | | X | | | Kimberly D. Campos | 48 | 2017 | Chief Information Officer and Chief Administration Officer, Universal Insurance Holdings, Inc. | | | | | X | | Stephen J. Donaghy (CEO) | 61 | 2020 | Chief Executive Officer, Universal Insurance Holdings, Inc. | | | | | | | Marlene M. Gordon | 59 | 2020 | SVP and Chief Legal Officer, Panera, LLC | X | | | | | | Francis X. McCahill, III | 78 | 2021 | Founder of Homeowners Choice, Inc. | | | | X | | | Richard D. Peterson | 58 | 2014 | Former CFO of Turn Biotechnologies, Inc. | | X | Chair | | | | Michael A. Pietrangelo (Lead Independent Director) | 83 | 2010 | Lawyer with Pietrangelo Smith, PLC | X | Chair | | | | | Ozzie A. Schindler | 57 | 2007 | Lawyer with Greenberg Traurig, LLP | | | X | | Chair | | Jon W. Springer | 56 | 2013 | Former President and Chief Risk Officer, Universal Insurance Holdings, Inc. | | | | Chair | X |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board, upon the recommendation of the Nominating and Governance Committee, nominated incumbent directors Carol G. Barton, Shannon A. Brown, Scott P. Callahan, Kimberly D. Campos, Stephen J. Donaghy, Sean P. Downes, Marlene M. Gordon, Francis X. McCahill, III, Richard D. Peterson, Michael A. Pietrangelo, Ozzie A. Schindler and Jon W. Springer for election to the Board to serve as directors until the 2027 Annual Meeting of Shareholders or until each nominee’s successor is duly elected and qualified. The nominees have consented to be named in this Proxy Statement as director nominees and have indicated their intent to serve if re-elected. If any nominee becomes unavailable for any reason, or if any vacancy in the slate of directors to be elected at the meeting should occur before the election, the shares represented by the proxy will be voted for the person, if any, who is designated by the Board to replace the nominee or to fill such vacancy on the Board. Each nominee was last elected by shareholders at the 2025 Annual Meeting of Shareholders. If elected, each nominee is expected to serve for a one-year term until the 2027 Annual Meeting of Shareholders. Each director will hold office until his or her successor is duly elected and qualified or until such director’s earlier death, resignation or removal. Otherwise, if a director nominee fails to receive the affirmative vote of the majority of votes cast, then he or she shall promptly tender his or her resignation to the Board, and the Board, taking into account the recommendation of the Nominating and Governance Committee, shall subsequently determine whether to accept or reject the resignation, or whether other action should be taken. THE BOARD RECOMMENDS A VOTE FOR EACH OF ITS NOMINEES FOR ELECTION AS DIRECTORS.

  4. Director Nominees

    Director Nominees The director nominees are set forth below. If elected, each nominee is expected to serve for a one-year term until the 2027 Annual Meeting of Shareholders. Each director will hold office until his or her successor is duly elected and qualified or until such director’s earlier departure.

  5. Director Nominees

    | Name | Age | Position at the Company | Date of Joining the Board | | Carol G. Barton | 74 | Director | 2024 | | Shannon A. Brown | 69 | Director | 2022 | | Scott P. Callahan | 72 | Director | 2013 | | Kimberly D. Campos | 48 | Director, Chief Information Officer and Chief Administrative Officer | 2017 | | Stephen J. Donaghy | 61 | Director and Chief Executive Officer | 2020 | | Sean P. Downes | 56 | Executive Chairman | 2005 | | Marlene M. Gordon | 59 | Director | 2020 | | Francis X. McCahill, III | 78 | Director | 2021 | | Richard D. Peterson | 58 | Director | 2014 | | Michael A. Pietrangelo | 83 | Director | 2010 | | Ozzie A. Schindler | 57 | Director | 2007 | | Jon W. Springer | 56 | Director | 2013 |

  6. Director Nominees

    | | Carol G. Barton became a director of the Company in 2024. |

  7. Director Nominees

    Ms. Barton has more than 40 years’ experience in the property and casualty insurance industry, including senior leadership positions at American International Group, Inc. (AIG) and Factory Mutual Insurance Group (FM). In 2023, Ms. Barton retired from Strategem, LLC, which she founded in 2019 to provide consultation services for insurance organizations as well as executive coaching. Ms. Barton previously served as President of AIG Multinational, where she was a member of the executive leadership team and responsible for the worldwide leadership and strategic direction of AIG’s multinational business operating in >200 territories. Prior to joining AIG in 2012, Ms. Barton served as Senior Vice President of Underwriting and Reinsurance at FM, a large specialty property insurance company, where she held global leadership responsibility for all underwriting and reinsurance activities across a multi-billion dollar portfolio. Ms. Barton brings to the Board deep experience across global property and energy insurance, risk management, and multinational business.

  8. Director Nominees

    | | Shannon A. Brown became a director of the Company in 2022. |

  9. Director Nominees

    In November 2022, after a long and distinguished career, Mr. Brown retired from his position as Senior Vice President, Eastern Division U.S. Operations and Chief Diversity Officer at FedEx Corporation, the world’s largest express transportation company. From 2008 to 2018, Mr. Brown served as Senior Vice President and Chief Human Resources & Diversity Officer of FedEx; and prior to that, he held a series of leadership positions at FedEx. Since 2016, Mr. Brown has served on the board of Cadance Bank (New York Stock Exchange (“NYSE”): CADE). He is lauded as a business trailblazer and one of the most iconic executives in the company’s 50-year history. Mr. Brown brings extensive operational and human resources expertise to the Board.

  10. Director Nominees

    | | Scott P. Callahan became a director of the Company in 2013. |

  11. Director Nominees

    Mr. Callahan has more than thirty years’ experience in the property and casualty reinsurance industry. Mr. Callahan currently serves as President and Managing Member of SPC Global RE Advisors, LLC, a consulting firm specializing in reinsurance matters, a position he has held since 2013. From 2002 to 2011, Mr. Callahan served as Executive Vice President of Everest Reinsurance Holdings, Inc. and Everest Reinsurance Company. Mr. Callahan also served as a director of Everest Reinsurance Company from 2001 to 2011, a director of Everest International Reinsurance, Ltd. from 2003 to 2007, and director of Everest Reinsurance (Bermuda), Ltd. from 2001 to 2007. Mr. Callahan’s broad knowledge of the reinsurance industry allows him to provide valuable perspective to the Board, particularly on matters related to the Company’s reinsurance program.

  12. Director Nominees

    | | Kimberly D. Campos became a director of the Company in 2017. |

  13. Director Nominees

    Ms. Campos joined the Company in 2007 and became Chief Administrative Officer in June 2015 and Chief Information Officer in February 2015. Prior to assuming these roles, Ms. Campos spent eight years in the Company’s internal audit department, serving as both IT Manager and then IT Audit Director. She managed IT general controls reviews and new application deployment and performed ongoing security and risk awareness training to improve operational efficiencies and address ongoing compliance with regulatory requirements. Ms. Campos brings to the Board significant experience in information technology, risk management, regulatory compliance and operational efficiency practices.

  14. Director Nominees

    | | Stephen J. Donaghy became a director of the Company in |

  15. Director Nominees

    2020. Mr. Donaghy became Chief Executive Officer of the Company in 2019 and was previously the Chief Operating Officer of the Company from 2016 until his appointment as Chief Executive Officer. He also served as our Secretary from 2013 to 2019, Chief Marketing Officer from 2015 to 2016, Chief Administrative Officer from 2013 to 2015, Chief Information Officer from 2009 to 2015 and Executive Vice President since 2006. Before joining the Company, Mr. Donaghy held various executive positions at JM Family Enterprises, a private company, including Vice President of Strategic Initiatives, Vice President of Sales and Marketing and Senior Information Officer. As our Chief Executive Officer, Mr. Donaghy provides substantial insight on the Board regarding the operations of the Company.

  16. Director Nominees

    | | Sean P. Downes became Executive Chairman in 2019. |

  17. Director Nominees

    Prior to being the Executive Chairman, Mr. Downes was Chairman of the Board of Directors and Chief Executive Officer of the Company from 2013 to 2019. Mr. Downes also served as President of the Company from 2013 to 2016. Prior to becoming President and Chief Executive Officer, Mr. Downes served as Senior Vice President and Chief Operating Officer of the Company since 2005 and Chief Operating Officer of UPCIC, a wholly-owned subsidiary of the Company, since 2003. Mr. Downes has served as a director of the Company since 2005 and as a director of UPCIC since 2003. Prior to joining UPCIC, Mr. Downes was Chief Operating Officer of Alder Adjusting Corporation (formerly Universal Adjusting Corporation), a wholly-owned subsidiary of the Company, from 1999 to 2003. As an experienced financial and operational leader within the insurance industry, Mr. Downes brings to the Board a broad understanding of the strategic priorities and operational demands facing the Company.

  18. Director Nominees

    | | Marlene M. Gordon became a director of the Company in |

  19. Director Nominees

    2020 and has more than 25 years of experience serving as legal counsel within the consumables and service industries and championing women’s leadership in the workplace. Mrs. Gordon has served as Senior Vice President and Chief Legal, Risk and Compliance Officer for Panera Brands, Inc., one of the world’s largest fast-casual food service restaurant platforms, comprised of Panera Bread®, Caribou Coffee® and Einstein Bros.® Bagels, since 2022. Mrs. Gordon previously served as Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary for Del Monte Fresh Produce Company, a global producer, marketer and distributor of fruit and vegetable products, from 2020 to 2022, and she previously served as Chief Legal, Compliance & Communications Officer and Corporate Secretary at Del Monte from 2018 to 2020. Prior experience includes approximately six years at Bacardi U.S.A., Inc., a spirits company, where she served most recently as Vice President, General Counsel for North America, in addition to serving as the Global Chair for Bacardi’s Women-In-Leadership Program, an initiative that was founded with the mission of unleashing the potential of current and future female leaders at Bacardi to drive sustainable top and bottom line business growth. Prior to Bacardi, Mrs. Gordon spent 14 years at Burger King Corporation, serving most recently as Vice President, Assistant General Counsel, in addition to serving as chair of the company’s Women’s Leadership Forum. Mrs. Gordon brings to the Board substantial leadership experience along with compliance and corporate governance expertise.

  20. Director Nominees

    | | Francis X. McCahill, III became a director of the Company in |

  21. Director Nominees

    2021. Mr. McCahill began his insurance career in 1972 with the Wall Street brokerage firm Frank B. Hall serving as junior account executive in the marine insurance department. He went on to manage the worldwide corporate risk management departments of three Fortune 500, multi-national corporations: Bristol Myers-Squibb, Norton Simon, Inc., and Harris Corporation. In 1989, he joined Johnson & Higgins, Inc. as a Vice President. From there he founded Cypress Underwriters, a regional property & casualty managing general agency. Ultimately, Mr. McCahill was a founder, President and CEO of Homeowners Choice, Inc. a Florida homeowners insurance company until his retirement in 2011. Mr. McCahill’s broad knowledge of the homeowners insurance industry and of risk management allows him to provide valuable perspectives to the Board.

  22. Director Nominees

    | | Richard D. Peterson became a director of the Company in |

  23. Director Nominees

    2014. Mr. Peterson has over 20 years of experience in the areas of executive management, finance and accounting. From 2022 until his retirement in November 2025, Mr. Peterson served as Chief Financial Officer of Turn Biotechnologies, Inc., a private biotechnology company. From 2021 to 2022, Mr. Peterson served as Chief Financial Officer of Clarus Therapeutics, a specialty pharmaceutical company. Mr. Peterson previously served as the Chief Financial Officer of various biotech companies from 2015 to 2020, including the publicly traded Botanix Pharmaceuticals, Sienna Biopharmaceuticals, Inc. and Novan, Inc. Mr. Peterson served in various executive roles at Medicis Pharmaceutical Corporation, a NYSE listed company, from 1995 to 2012, including as Executive Vice President, Chief Financial Officer and Treasurer from 2008 to 2012. Mr. Peterson has an understanding of corporate governance matters and experience with financial reporting and executive leadership that make him a valued member of our Board.

  24. Director Nominees

    | | Michael A. Pietrangelo became a director of the Company |

  25. Director Nominees

    in 2010. Since 1998, Mr. Pietrangelo has practiced law and has been of counsel to the firm of Pietrangelo Smith, PLC. Mr. Pietrangelo is admitted to the bars of the states of New York and Tennessee and the District of Columbia. He served on the board of directors of MRI Interventions Inc., a publicly traded research and development company, from 2010 to 2014. He brings valuable experience to the Board in corporate governance, legal and financial matters as a result of his positions as a lawyer, executive and director of privately held and public companies, as well as nonprofit organizations.

  26. Director Nominees

    | | Ozzie A. Schindler became a director of the Company in |

  27. Director Nominees

    2007. Mr. Schindler has been a shareholder with the law firm of Greenberg Traurig, LLP since 2005, specializing in all aspects of international tax planning. He is admitted to both the Florida and New York state bars. Mr. Schindler provides strong regulatory, accounting, financial, risk analysis, internal audit, compliance, corporate governance and administrative skills and experience to the Board.

  28. Director Nominees

    | | Jon W. Springer became a director of the Company in 2013 |

  29. Director Nominees

    and was an executive with the Company from 2006 until his retirement in 2021. Mr. Springer served as President and Chief Risk Officer of the Company from 2016 until 2021. Prior to taking on such role, he served as an Executive Vice President and Chief Operating Officer of the Company since 2013. Mr. Springer was an Executive Vice President of Evolution Risk Advisors, Inc. (formerly Universal Risk Advisors, Inc.), a wholly-owned subsidiary of the Company, from 2006 through 2008, and an Executive Vice President of Blue Atlantic Reinsurance Corporation (“Blue Atlantic”), a wholly-owned subsidiary of the Company, from 2008 to 2013. Before joining Evolution Risk Advisors, Inc. in 2006, Mr. Springer was an Executive Vice President of Willis Re, Inc. and was responsible for managing property and casualty operations in its Minneapolis office. Mr. Springer brings to the Board extensive experience in the property and casualty insurance industry, including with respect to reinsurance arrangements.

  30. Director Nominees

    | Board Membership Criteria and Nominations |

  31. Director Nominees

    In selecting candidates for director, the Nominating and Governance Committee looks for individuals with strong personal attributes including, at a minimum:

  32. Director Nominees

    | • | Integrity: Directors should demonstrate high ethical standards in their personal and professional dealings. |

  33. Director Nominees

    | • | Accountability: Directors should be willing to be accountable for their decisions as directors. |

  34. Director Nominees

    | • | Judgment: Directors should possess the ability to provide wise and thoughtful counsel on a broad range of issues. |

  35. Director Nominees

    | • | Responsibility: Directors should interact with each other in a manner that encourages responsible, open, challenging and inspired discussion. |

  36. Director Nominees

    | • | High Performance Standards: Directors should have a history of achievements that reflects high standards for themselves and others. |

  37. Director Nominees

    | • | Commitment and Enthusiasm: Directors should be committed to, and enthusiastic about, their service on the Board. |

  38. Director Nominees

    | • | Courage: Directors should possess the courage to express views openly, even in the face of opposition. |

  39. Director Nominees

    Pursuant to our Corporate Governance Guidelines, the Board seeks members from diverse professional and personal backgrounds, and considers an individual’s independence, skills and experience in the context of the needs of the Board. In nominating directors, the Board considers, among other things, functional areas of experience, educational background, employment experience and leadership performance. The Board assesses its effectiveness in this regard as part of the annual Board and committee evaluation process. Three of our director nominees are racially and ethnically diverse, three of our director nominees are women, and nine of our director nominees are men. The Board generally believes that the Nominating and Governance Committee and the Board are best situated to identify candidates with appropriate industry and related expertise to meet the Company’s needs; however, the Nominating and Governance Committee will consider any director nominees recommended by shareholders in the same way that it evaluates candidates recommended by its members, other members of the Board, or other persons. If a shareholder desires to formally propose a director nominee at the annual meeting, or to put a proposal on the agenda for the annual meeting, our bylaws establish an advance notice procedure that must be complied with in order to do so.

  40. Personal and professional attributes and skills of the nominees

    Personal and professional attributes and skills of the nominees Our nominees have executive experience and skills that are aligned with our business and strategy as follows:

  41. Out of 12 board nominees

    Out of 12 board nominees

  42. Corporate Governance Framework

    Corporate Governance Framework The Board’s leadership structure is designed so that authority and responsibility are effectively allocated between the Board and management. In addition to our strong corporate governance practices and the key oversight roles of our lead independent director and committee chairs, each as described below, all directors share equally in their responsibilities as members of the Board and take seriously the charge of leading the Company on behalf of our shareholders. Our corporate governance framework reflects our commitment to independence, corporate responsibility and accomplishing our financial goals through responsible development and execution of corporate strategy. Our governance framework enables independent and skilled directors to provide oversight, advice and counsel to promote the interests of the Company and our shareholders. Our governance framework is established and evidenced by our Corporate Governance Guidelines (“Governance Guidelines”), Code of Business Conduct and Ethics (“Code of Conduct”), Whistleblower Policy (“Whistleblower Policy”), our enterprise risk management program and our commitment to transparent financial reporting. Our Governance Guidelines, Code of Conduct, Whistleblower Policy and the charters of each Board committee are available at www.universalinsuranceholdings.com. The Board, along with management, regularly reviews our policies, procedures, charters, and practices in order to provide appropriate standards of corporate governance.

  43. Governance Highlights

    Governance Highlights The following chart highlights our corporate governance practices and principles.

  44. Governance Highlights

    | Board Independence | • | Nine of our 12 director nominees are independent. | | | • | Messrs. Downes and Donaghy and Ms. Campos are the members of management who serve as directors. | | Board Composition | • | The Nominating and Governance Committee regularly reviews Board performance, assesses gaps in skills or experience on the Board and periodically recommends new directors to add a fresh perspective to the Board while maintaining continuity and valuable historic knowledge. | | Lead Independent Director | • | Our independent directors appoint our lead independent director. | | | • | Our lead independent director chairs regularly-scheduled executive sessions at which our independent directors discuss matters without management present, including management’s performance, succession planning and Board effectiveness. | | Board Committees | • | We have five Board committees: Audit Committee, Compensation Committee, Nominating and Governance Committee, Investment Committee and Risk Committee. | | | • | Our Audit Committee, Compensation Committee and Nominating and Governance Committee are each comprised exclusively of independent directors. | | | • | Chairs of the Board committees shape the agenda and information presented to their committees. | | Board Oversight of Risk Management | • | The Board seeks to facilitate the identification and appropriate management of material risks, and the Board and its committees regularly review material operational, financial, compensation, environmental and social risks and compliance risks with senior management. | | Accountability | • | Our directors are elected annually. | | | • | When circumstances warrant, we engage with our largest shareholders, and we have established a mechanism to allow shareholders to communicate any concerns anonymously to our independent directors. | | Open Communications | • | Our committees report to the Board regularly. | | | • | The Board promotes open and frank discussions with management. | | | • | Our directors have free access to members of management and other employees and are authorized to hire outside consultants or experts at the Company’s expense. |

  45. Governance Highlights

    | Director Education | • | The Board focuses on continuing director education for all directors and Board orientation for new directors. | | Self-Evaluations | • | The Board and each committee conduct annual evaluations of their performance. | | Succession Planning | • | Senior management succession planning is a top Board priority. The Board devotes significant attention to identifying and developing talented senior leaders. | | Director Stock Ownership | • | Within five years of joining the Board, each non-employee director is expected to own shares of our common stock having a value of at least three times the annual cash retainer. The Executive Chairman and Chief Executive Officer are each expected to own shares of our common stock having a value of at least three times their respective annual base salaries. | | Clawback Policy; No Hedging or Pledging | • | We have a compensation clawback policy designed to mitigate risk in connection with executive compensation, that will be triggered by certain restatements of our financial statements in accordance with applicable SEC rules and NYSE listing standards. | | | • | Our directors, executive officers and senior accounting, finance and legal personnel may not hedge or short shares of our common stock, engage in options trading, trade on margin or pledge shares of our common stock as collateral for a loan or other indebtedness. |

  46. Board and Committee Meetings

    Board and Committee Meetings Meetings of the Board are held regularly each quarter and as may otherwise be required. The Board held 4 meetings during 2025. We encourage directors to attend the annual meeting of shareholders and expect that they will attend. All of our directors then in office were present at the 2025 Annual Meeting of Shareholders. In addition, all of our directors attended at least 75% of the meetings of the Board and the committees on which they served during 2025.

  47. Board Leadership Structure

    Board Leadership Structure The Board believes that it is important to retain flexibility in determining the best leadership structure for the Company as our needs may change over time. Currently, our Board leadership structure consists of a lead independent director, an Executive Chairman (who was our former CEO), and independent committee chairs. The Board believes that our current structure provides necessary independent leadership and engagement while maintaining the benefit of having our former CEO chair regular Board meetings as important strategic and business matters are discussed. In addition, our Chief Executive Officer, who is the individual primarily responsible for management of our Company, is also an active and engaged member of our Board. The roles of Board Chairman and Chief Executive Officer may be filled by the same or different individuals, which provides the Board the flexibility to determine whether these roles should be combined or separated based on the Company’s circumstances and needs at any given time. In 2019, we separated the Chairman and Chief Executive Officer roles; Sean P. Downes assumed the role of Executive Chairman, and Stephen J. Donaghy was appointed as the Company’s Chief Executive Officer. The Board believes that our shareholders are best served at this time by having Mr. Downes continue his role as Executive Chairman of the Board, in view of his tenure and experience with the Company. As Executive Chairman, Mr. Downes continues to set agendas for, and to lead Board discussions of, strategic matters affecting our business at the time. Our Executive Chairman is appointed annually by all the directors. The Executive Chairman’s responsibilities, in addition to providing general leadership to the Board, include calling and presiding at Board and shareholder meetings and preparing meeting schedules, agendas and materials. Mr. Downes also works closely with Mr. Donaghy on significant corporate strategic matters and in day-to-day management of business operations as outlined below under “Role of Executive Chairman.” The Board believes that its programs for overseeing risk, as described under “The Board’s Role in Risk Oversight,” would be effective under a variety of leadership frameworks. Accordingly, the risk oversight function of the Board did not significantly impact its selection of the current leadership structure.

  48. Role of Executive Chairman

    Role of Executive Chairman We believe that the role of our Executive Chairman is critical to the Company and its performance. Relative to Florida homeowners insurance peers, the vast majority of which are private, Universal’s structure is far more complex and vertically integrated. In addition to two homeowners’ insurance subsidiaries, Universal’s enterprise also includes a full-service claims adjusting operation, one of the largest captive property insurance law firms in Florida, a full-fledged reinsurance brokerage subsidiary and a digital insurance agency (including a direct-to-consumer sales platform). This unique structure serves to significantly enhance returns on equity, while also providing a meaningful buffer in challenging underwriting periods. While our CEO oversees the core homeowners insurance subsidiaries and has overall responsibility for the consolidated entity, our Executive Chairman oversees the aforementioned claims adjusting, legal and reinsurance brokerage subsidiaries, which are critical to Universal’s long-term success and ability to create sustainable, long-term value for shareholders. Our Executive Chairman specifically is well positioned to lead these areas, as he built Universal’s claims adjusting, legal and reinsurance brokerage departments from the ground up and was the visionary behind the Company’s vertically integrated structure. Additionally, his experience, unique skill set, industry relationships and Florida homeowners insurance market expertise are invaluable to the Company, as he has over 25 years of executive level experience in Universal’s core market and product segment. This partnership approach between our CEO and Executive Chairman has allowed Universal to thrive relative to Florida homeowners insurance peers both during challenging and successful periods for the industry, and it provides our CEO with additional time to effectively lead the overall organization and concentrate on strategic priorities. We firmly believe this partnership approach best serves both the interests of the Company and our shareholders.

  49. Independence of Our Directors and Director Nominee

    Independence of Our Directors and Director Nominee NYSE rules require that at least a majority of our directors be independent of the Company and management. The Board has determined that each of our directors, other than Messrs. Downes and Donaghy and Ms. Campos, is an “independent director,” as such term is defined by NYSE rules. Each member of our Nominating and Governance Committee, Compensation Committee, and Audit Committee is an “independent director,” as such term is defined by NYSE rules.

  50. Director Compensation

    Director Compensation Each independent director currently receives an annual cash retainer of $85,000. In light of the workload and broad responsibilities of their positions, the chairs of our Compensation Committee, Investment Committee, Nominating and Governance Committee and Risk Committee each receive an additional annual cash retainer of $15,000, while the chair of our Audit Committee and our Lead Independent Director each receive an additional annual cash retainer of $20,000. In addition, under the Company’s non-employee director compensation policy, on the date of the 2025 annual meeting of shareholders, each continuing non-employee director was granted shares of restricted stock with a grant date fair market value of $65,000 that vests on the earlier of the first anniversary of the date of grant or the next annual meeting of shareholders. In July 2025, the Board increased the value of the annual equity retainer to $130,000, and each of our non-employee directors was awarded a supplemental grant of restricted stock with a grant date fair market value of $65,000, which vests in full on July 28, 2026. In 2025, Messrs. Downes and Donaghy and Ms. Campos were employees of the Company and did not receive additional compensation for their Board service. For information on their compensation, see the Compensation Discussion and Analysis below.

  51. Director Summary Compensation Table

    | Name | Fees Paid in Cash | Stock Awards (1) | All Other Compensation | Total | | Carol G. Barton | $85,000 | $130,013 | $— | $215,013 | | Shannon A. Brown | $85,000 | $130,013 | $— | $215,013 | | Scott P. Callahan | $100,000 | $130,013 | $— | $230,013 | | Marlene M. Gordon | $85,000 | $130,013 | $— | $215,013 | | Francis X. McCahill, III | $85,000 | $130,013 | $— | $215,013 | | Richard D. Peterson | $105,000 | $130,013 | $— | $235,013 | | Michael A. Pietrangelo | $120,000 | $130,013 | $— | $250,013 | | Ozzie A. Schindler | $100,000 | $130,013 | $— | $230,013 | | Jon W. Springer | $100,000 | $130,013 | $46,411(2) | $276,424 |

  52. Compensation Philosophy and Key Considerations in Setting Compensation

    | • | drive long-term, sustainable value creation for shareholders; |

  53. Compensation Philosophy and Key Considerations in Setting Compensation

    | • | balance both short- and long-term focus; |

  54. Compensation Philosophy and Key Considerations in Setting Compensation

    | • | the terms of applicable employment agreements with the Named Executive Officers; and |

  55. Compensation Philosophy and Key Considerations in Setting Compensation

    | • | the advice of outside legal counsel and information provided by the Compensation Committee’s independent compensation consultant, if engaged for the year. |

  56. Executive Compensation Governance Best Practices

    | What We Do | What We Don’t Do | | ✓ Emphasize at-risk pay and pay for performance | × Significant perquisites | | ✓ Maintain a clawback policy applicable to all NEOs | × Supplemental pension or retirement plans for our NEOs | | ✓ Perform annual risk assessments of compensation programs | × Hedging or pledging of Company shares by executives | | ✓ Provide at least 50% of long-term incentive awards as performance-based awards | × Current dividends paid on unearned or unvested equity awards | | ✓ Maintain stock ownership guidelines for our non-employee directors, CEO and Executive Chairman | × Single-trigger cash payments or tax gross-ups upon a change in control | | ✓ No dividends paid unless and until equity awards vest | × Repricing or exchange of underwater stock options without stockholder approval |

  57. 2025 CEO and Other NEO Pay Mix

    | (1) Omits 2025 Retention Award made to Mr. Downes as described below under “Executive Chairman’s Role, Employment Agreement Extension & 2025 Retention Award.” |

  58. Executive Chairman’s Role, Employment Agreement Extension & 2025 Retention Award

    Executive Chairman’s Role, Employment Agreement Extension & 2025 Retention Award We believe that the role of our Executive Chairman is critical to the Company and its performance. Relative to Florida homeowners insurance peers, the vast majority of which are private, Universal’s structure is far more complex and vertically integrated. In addition to two homeowners’ insurance subsidiaries, Universal’s enterprise also includes a full-service claims adjusting operation, one of the largest captive property insurance law firms in Florida, a full-fledged reinsurance brokerage subsidiary and a digital insurance agency (including a direct-to-consumer sales platform). This unique structure serves to significantly enhance returns on equity, while also providing a meaningful buffer in challenging underwriting periods. While our CEO oversees the core homeowners insurance subsidiaries and has overall responsibility for the consolidated entity, our Executive Chairman oversees the aforementioned claims adjusting, legal and reinsurance brokerage subsidiaries, which are critical to Universal’s long-term success and ability to create sustainable, long-term value for shareholders. Our Executive Chairman specifically is well positioned to lead these areas, as he built Universal’s claims adjusting, legal and reinsurance brokerage departments from the ground up and was the visionary behind the Company’s vertically integrated structure. Additionally, his experience, unique skill set, industry relationships and Florida homeowners insurance market expertise are invaluable to the Company, as he has over 25 years of executive level experience in Universal’s core market and product segment. This partnership approach between our CEO and Executive Chairman has allowed Universal to thrive relative to Florida homeowners insurance peers both during challenging and successful periods for the industry, and it provides our CEO with additional time to effectively lead the overall organization and concentrate on strategic priorities. We firmly believe this partnership approach best serves both the interests of the Company and our shareholders. In setting the Executive Chairman’s compensation, and in particular in negotiating and approving the extension of his employment agreement through December 31, 2029, and approving a special one-time grant of 300,000 shares of restricted stock under the 2021 Plan on July 28, 2025 (the “Retention Award”), the Compensation Committee took into account the need to both retain and motivate someone of Mr. Downes’ caliber, tenure and skill set, the criticality of his unique role specific to the Company and his ability to execute on its strategic objectives, his individual performance, unparalleled Company contributions and his impact on driving long-term shareholder value creation. The Retention Award is designed to promote Mr. Downes’ continued service to the Company through the end of 2029. One-fifth of the restricted shares subject to the Retention Award will vest on each of the first four anniversaries of the grant date, and the remaining one-fifth will vest on December 31, 2029, subject to Mr. Downes’ continued employment with the Company through the applicable vesting date. This award is not part of Mr. Downes’ regular annual compensation and will not be granted on a recurring basis. The terms of this special grant are generally more restrictive than the Company’s regular annual equity awards, and the Retention Award does not include any provisions for vesting upon an earlier retirement by the Executive Chairman. Mr. Downes’ amended and restated employment agreement does not include any increase to his annual base salary level (which has remained unchanged since 2021) but provides for an increase to his target annual cash incentive from 100% to 150% of his base salary and eligibility for an annual equity award with a target value of $1,650,000. The Committee determined that such compensation changes are appropriate to retain Mr. Downes’ unique and critical service, to help to place a greater proportion of Mr. Downes’ total target compensation at risk and subject to the achievement of Company performance objectives and to help further align Mr. Downes’ compensation outcomes with shareholder interests. In approving the Retention Award and the related compensation changes in Mr. Downes’ new agreement, the Compensation Committee also considered several additional factors specific to the timing and circumstances of Mr. Downes’ extension. Retention of Critical Leadership During a Pivotal Period: Among the factors weighed by the Committee was that Mr. Donaghy, the Company’s Chief Executive Officer, is currently retirement-eligible under the Company’s equity award agreements. The potential for succession transitions at both the Executive Chairman and CEO levels in close proximity would pose meaningful risk to the Company, and securing Mr. Downes’ continued service provides the Company with leadership continuity and succession flexibility. The Committee weighed these considerations against the backdrop of favorable conditions in the Florida homeowners insurance market, where the Company sees opportunities to expand margins and grow market share — opportunities that the Committee believes are best pursued with the benefit of Mr. Downes’ deep market knowledge, established industry and regulatory relationships, and proven track record of navigating cyclical market conditions. One-Time Awards Reserved for Limited Circumstances: The Retention Award is not part of Mr. Downes’ regular annual compensation and will not be granted on a recurring basis. The Compensation Committee views one-time awards like the Retention Award as appropriate only in very limited circumstances.

  59. Annual Cash Incentive Award

    Annual Cash Incentive Award For 2025, each of our NEOs was eligible to receive an annual cash incentive award based on achievement with respect to three performance metrics – net operating ratio, gross premiums written (“GPW”) growth, and a qualitative assessment of job performance – each weighted and defined as set forth below. In an effort to promote close alignment with stockholder interests, cash incentive award payouts are capped at the “target” level, unless the Company’s stock price performance for the year ranks in the top third of the Russell 3000. The Compensation Committee believes that net operating ratio and GPW growth effectively incentivize overall performance, as they balance profitability and top-line growth.

  60. Annual Cash Incentive Award

    | 2025 Cash Incentive Award Performance Metrics | | | | | | Weighting | Performance Metric | Threshold | Target | Max | | 50% | Net operating ratio* | 100% | 95% | 90% | | 30% | GPW growth** | 2.5% | 5% | 15% | | 20% | Qualitative | Qualitative | | |

  61. Annual Cash Incentive Award

    | * Net operating ratio’s numerator is calculated as the sum of losses & loss adjustment expense, policy acquisition costs and other operating expenses, less net investment income, commission revenue, policy fees and other revenues, while the denominator reflects net premiums earned. |

  62. Annual Cash Incentive Award

    | ** GPW reflects gross premiums written and GPW growth is measured as year-over-year increase in GPW. |

  63. Annual Cash Incentive Award

    For 2025, Mr. Downes’ target annual cash incentive was increased from 100% to 150% of his base salary in connection with the negotiated extension of his Employment Agreement through December 31, 2029. Each of our other NEOs’ threshold, target and maximum annual cash incentive payout opportunities were unchanged from 2024 levels.

  64. Annual Cash Incentive Award

    | 2025 NEO Cash Incentive Targets | | | NEO | Target | | Stephen J. Donaghy | 150% of base salary | | Sean P. Downes | 150% of base salary | | Frank C. Wilcox | $350,000 | | Kimberly D. Campos | $125,000 |

  65. Annual Cash Incentive Award

    | 2025 NEO Cash Incentive Payout Opportunity | | | | | NEO | Threshold (as a % of Target) | Target | Max (as a % of Target) | | Stephen J. Donaghy | 50% | 100% | 200% | | Sean P. Downes | 50% | 100% | 200% | | Frank C. Wilcox | 75% | 100% | 125% | | Kimberly D. Campos | 75% | 100% | 125% |

  66. Annual Cash Incentive Award

    In 2025, the net operating ratio for the year was 83.0%, resulting in a payout at the maximum level for this component of the annual cash incentive award. The Company’s GPW growth was 3.4% in 2025, resulting in a payout between the threshold and target levels for this component of the annual cash incentive award. The Company’s stock price performance in 2025 was in the top third of the Russell 3000. With respect to the qualitative criteria under the annual cash incentive award, the Compensation Committee determined that each of the named executive officers’ performance exceeded their expectations in 2025 and set this component of their 2025 compensation at the maximum level. The Compensation Committee considered several factors, including each executive’s strong leadership in a challenging Florida homeowners insurance environment, strong execution of Universal’s underwriting, marketing, claims and finance departments and successful placement of Universal’s 2025-2026 catastrophe reinsurance program. For Mr. Donaghy, the Compensation Committee considered that under his leadership Universal achieved a meaningful 39.6% return-on-common-equity (up from 16.5% in the prior year) and experienced 60.5% stock price appreciation in 2025. For Mr. Downes, the Compensation Committee considered that under his leadership of the claims and litigation departments, Universal experienced a 31% reduction in incoming lawsuits and a 60% reduction in active lawsuit inventory in 2025. For Mr. Wilcox, the Compensation Committee recognized that in 2025 he led several key initiatives that enhanced investment income, strengthened financial planning and analysis (FP&A), and optimized capital management. He oversaw the deployment of new technologies to improve data flow between systems, upgraded investment custodial recordkeeping processes, and introduced an application to automate stock-based compensation awards and recordkeeping for both employees and board members. And for Ms. Campos, the Compensation Committee noted that under her leadership, Universal’s IT department improved operational efficiency and service levels, including reducing service demand by 23%, while improving reliability. Ms. Campos also drove productivity improvements by leveraging artificial intelligence and automation, while also strengthening Universal’s enterprise risk management, leading to an improvement in external security ratings and a 32% reduction in cyber insurance costs. As a result of this strong fiscal 2025 performance, the annual cash incentive award paid out at 153.9% of target level for each of the four NEOs. Individual payouts are set forth below.

  67. Annual Cash Incentive Award

    | 2025 NEO Cash Incentive Award Payouts | | | | | NEO | Target | Payout | Payout% | | Stephen J. Donaghy | $1,500,000 | $2,406,844 | 160.5% | | Sean P. Downes | $1,500,000 | $2,406,844 | 160.5% | | Frank C. Wilcox | $350,000 | $394,548 | 112.7% | | Kimberly D. Campos | $125,000 | $140,910 | 112.7% |

  68. Equity Incentive Compensation

    Equity Incentive Compensation In general, the Company uses equity awards to align executives’ interests with shareholders’ interests, to focus executives on delivering long-term value to shareholders and to retain executives. Restricted stock units (“RSUs”) are generally settled in common stock upon vesting (but may be cash settled to the extent that such is determined appropriate in the Compensation Committee’s discretion) and are subject to time-based vesting requirements. Performance stock units (“PSUs”) are also generally settled in common stock upon vesting (but may be cash settled to the extent that such is determined appropriate in the Compensation Committee’s discretion) and are subject to both time-based and performance-based vesting requirements. Dividend equivalents are accrued on both RSUs and PSUs and are paid out in cash at the time, and to the extent, the underlying award vests and shares are delivered to the executive in settlement of the award. In 2025, each of the Named Executive Officers received an annual equity grant comprised 50% of RSUs and 50% of PSUs, as set forth below. As described above under “Executive Chairman’s Role, Employment Agreement Extension & 2025 Retention Award,” Mr. Downes also received a supplemental one-time retention award of 300,000 restricted shares in connection with the extension of his employment agreement through 2029. One-Time Awards Reserved for Limited Circumstances: The Retention Award is not part of Mr. Downes’ regular annual compensation and will not be granted on a recurring basis. The Compensation Committee views one-time awards like the Retention Award as appropriate only in very limited circumstances.

  69. Equity Incentive Compensation

    | 2025 NEO LTI Equity Awards | | | | | NEO | PSUs* | RSUs | Total | | Stephen J. Donaghy | $875,000 | $875,000 | $1,750,000 | | Sean P. Downes | $825,000 | $825,000 | $1,650,000 | | Frank C. Wilcox | $150,000 | $150,000 | $300,000 | | Kimberly D. Campos | $75,000 | $75,000 | $150,000 |

  70. Equity Incentive Compensation

    | * PSUs reflect target value. |

  71. Equity Incentive Compensation

    The annual RSUs vest ratably over a three-year period. The PSUs will vest following the conclusion of a three-year performance period that runs through the end of fiscal 2027, but only to the extent that the performance criteria in the table below are met, with no vesting for performance below threshold. The Compensation Committee believes that adjusted book value per share growth is a metric that effectively measures long-term performance, as it reflects both underlying profitability and balance sheet strength.

  72. Equity Incentive Compensation

    | 2025 PSU Equity Vesting Criteria | | | | | Criteria | Threshold | Target | Max | | 3-year adjusted* book value per share growth | 5% | 10% - 25% | 50% |

  73. Equity Incentive Compensation

    | * Excludes cumulative dividends declared for target level achievement and below and accumulated other comprehensive income. |

  74. Equity Incentive Compensation

    In establishing the book value per share growth performance targets for the 2025 PSUs, the Compensation Committee again approved a range of performance results that would result in a “target” payout, requiring significant stretch performance in order to achieve above-target results on the awards.

  75. Equity Incentive Compensation

    | 2025 Three-Year PSU Payout Opportunity | | | | | NEO | Threshold (as a % of Target) | Target | Max (as a % of Target) | | Stephen J. Donaghy | 50% | 100% | 200% | | Sean P. Downes | 50% | 100% | 200% | | Frank C. Wilcox | 75% | 100% | 125% | | Kimberly D. Campos | 75% | 100% | 125% |

  76. 2023 PSU Payout

    2023 PSU Payout On February 24, 2026, following the completion of the three-year performance period on December 31, 2025, the Compensation Committee certified final achievement with respect to the 2023 PSUs granted to Messrs. Donaghy and Downes. Mr. Wilcox and Ms. Campos did not receive 2023 PSUs. For the three-year performance period, the Company achieved three-year adjusted book value per share growth of 45.1%, resulting in a payout of 200% of target level of units granted. The Compensation Committee settled the target number of units granted in shares of our common stock, with the excess settled in cash based on the closing price per share on February 24, 2026.

  77. Equity Grant Practices

    Equity Grant Practices The Compensation Committee generally grants annual equity awards to the Company’s executive officers at its meeting in the first quarter of each year. Additionally, awards to non-executive employees are typically presented to the Compensation Committee and granted in the fourth quarter of each year. In special circumstances, including the hiring or promotion of an individual or where the Compensation Committee determines it is in the Company’s best interest, the Compensation Committee may approve grants to be effective at other times, such as the Retention Award granted to Mr. Downes. The Company may change its equity grant practices in the future. The Company did not grant any stock options or stock appreciation rights in 2025. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  78. Compensation Risk Assessment

    | • | a significant portion of total compensation is linked to the Company’s long-term performance, which encourages the creation of shareholder value and achievement of key operational and business development goals; |

  79. Compensation Risk Assessment

    | • | incentive plan awards are subject to reasonable payment caps; and |

  80. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth the compensation paid to or earned by the Named Executive Officers during each of the last three years.

  81. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | Stephen J. Donaghy, Chief Executive Officer and Director | 2025 | $1,000,000 | — | $1,750,014 | $2,406,844 | $83,971 | $5,240,829 | | | 2024 | $1,000,000 | — | $1,750,008 | $1,689,910 | $69,526 | $4,509,444 | | | 2023 | $1,000,000 | — | $1,750,002 | $1,538,941 | $70,534 | $4,359,477 | | Sean P. Downes, Executive Chairman | 2025 | $1,000,000 | — | $8,555,996 | $2,406,844 | $302,670 | $12,265,510 | | | 2024 | $1,000,000 | — | $1,000,000 | $1,326,606 | $95,167 | $3,421,773 | | | 2023 | $1,000,000 | — | $999,990 | $1,025,945 | $464,831 | $3,490,766 | | Frank C. Wilcox, Chief Financial Officer | 2025 | $600,000 | — | $300,012 | $394,548 | $64,263 | $1,358,823 | | | 2024 | $596,154 | — | $300,020 | $361,078 | $56,896 | $1,314,148 | | | 2023 | $500,000 | $300,000 | — | — | $60,035 | $860,035 | | Kimberly D. Campos, Chief Admin. Officer, Chief Information Officer and Director | 2025 | $375,000 | — | $149,984 | $140,910 | $46,522 | $712,416 | | | 2024 | $373,654 | — | $150,010 | $128,957 | $26,073 | $678,694 | | | 2023 | $340,000 | $100,000 | — | — | $74,611 | $514,611 |

  82. 2025 Summary Compensation Table

    | (1) The amounts reported in this column represent the aggregate grant date fair value of the annual PSUs and RSUs granted to the NEOs and, for Mr. Downes, the amount reported for 2025 also includes the aggregate grant date fair value of a special, one-time Retention Award granted in July 2025 (see the “2025 Grants of Plan-Based Awards” table below for further details regarding the PSUs, RSUs and restricted stock awards granted in 2025). Grant date fair value is computed in accordance with FASB ASC Topic 718 without regard to forfeitures related to service-based vesting conditions. PSUs are reflected based on the probable outcome of the performance conditions at grant. For awards granted in 2025, assuming the maximum potential payouts, the amounts attributable to the PSUs in this column would be $1,750,014 for Mr. Donaghy, $1,649,996 for Mr. Downes, $187,502 for Mr. Wilcox and $93,740 for Ms. Campos. For additional information on the assumptions used in our equity award valuations, see Note 9 to our Financial Statements in our 2025 Annual Report filed with the SEC on February 27, 2026. |

  83. 2025 Summary Compensation Table

    | (2) Amounts for 2023 include an additional $71,523 for Mr. Donaghy and an additional $47,667 for Mr. Downes, which were previously inadvertently omitted from their annual cash incentive amounts due to an administrative error in calculating the final bonus payments. Such amounts were paid to the applicable officer in fiscal 2025. |

  84. 2025 Summary Compensation Table

    | (3) For further details regarding all other compensation contained in this column, see the “2025 All Other Compensation Table” below. |

  85. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards to the Named Executive Officers during the year ended December 31, 2025.

  86. 2025 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock Awards ($) (4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Stephen J. Donaghy | — | 750,000 | 1,500,000 | 3,000,000 | — | — | — | — | — | | | 3/19/2025 | — | — | — | 20,349 | 40,698 | 81,396 | — | 875,007 | | | 3/19/2025 | — | — | — | — | — | — | 40,698 | 875,007 | | Sean P. Downes | — | 750,000 | 1,500,000 | 3,000,000 | | — | | — | — | | | 3/19/2025 | — | — | — | 19,186 | 38,372 | 76,744 | — | 824,998 | | | 3/19/2025 | — | — | — | — | — | — | 38,372 | 824,998 | | | 7/28/2025 | — | — | — | — | — | — | 300,000 | 6,906,000 | | Frank C. Wilcox | — | 262,500 | 350,000 | 437,500 | — | — | — | — | — | | | 3/19/2025 | — | — | — | 5,233 | 6,977 | 8,721 | — | 150,006 | | | 3/19/2025 | — | — | — | — | — | — | 6,977 | 150,006 | | Kimberly D. Campos | — | 93,750 | 125,000 | 156,250 | — | — | — | — | — | | | 3/19/2025 | — | — | — | 2,616 | 3,488 | 4,360 | — | 74,992 | | | 3/19/2025 | — | — | — | — | — | — | 3,488 | 74,992 |

  87. 2025 Grants of Plan-Based Awards

    | (1) Columns represent the threshold, target, and maximum annual cash incentive award payout for the January 1, 2025 - December 31, 2025 performance period. The actual 2025 annual cash incentive payouts were made in February 2026. and are reported in the “Non-Equity Incentive Plan Compensation” column in the “2025 Summary Compensation Table.” |

  88. 2025 Grants of Plan-Based Awards

    | (2) These PSUs vest based upon the level of achievement with respect to pre-established company performance objectives over a three-year performance period, with 50% vesting for threshold performance, 100% vesting for target performance and 200% vesting for maximum performance for Messrs. Donaghy and Downes and, with 75% vesting for threshold performance, 100% vesting for target performance and 125% vesting for maximum performance for Mr. Wilcox and Ms. Campos. See note (1) of the “2025 Summary Compensation Table” for additional information about these awards. |

  89. 2025 Grants of Plan-Based Awards

    | (3) The March 19, 2025 grants of RSUs vest ratably on March 19, of each of 2026, 2027 and 2028. The 300,000 shares of restricted stock granted to Mr. Downes on July 28, 2025 vest with respect to one-fifth of the shares on each of the first four anniversaries of the grant date, and the remaining one-fifth vests on December 31, 2029. |

  90. 2025 Grants of Plan-Based Awards

    | (4) Amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, without regard to forfeitures related to service-based vesting conditions. See note (1) of the “2025 Summary Compensation Table” above for a discussion of the relevant assumptions used in calculating these amounts. |

  91. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding unexercised options, and unvested RSUs, PSUs and shares of restricted stock held by the Named Executive Officers as of December 31, 2025.

  92. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | Options Awards | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) (Exercisable) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) ($) | | Stephen J. Donaghy | 286,046 | 16.92 | 4/7/2030 | — | — | — | — | | | 375,294 | 14.75 | 3/1/2031 | — | — | — | — | | | 250,000 | 11.80 | 3/2/2032 | — | — | — | — | | | — | — | — | 95,838(2) | 3,239,324 | — | — | | | — | — | — | — | — | 87,588(3) | 2,960,474 | | | — | — | — | — | — | 81,396(4) | 2,751,185 | | | — | — | — | 15,973(5) | 539,887 | — | — | | | — | — | — | 29,196(6) | 986,825 | — | — | | | — | — | — | 40,698(7) | 1,375,592 | — | — | | Sean P. Downes | 433,334 | 27.20 | 1/20/2027 | — | — | — | — | | | 100,991 | 31.64 | 3/14/2029 | — | — | — | — | | | — | — | — | 54,764(2) | 1,851,023 | — | — | | | — | — | — | — | — | 50,050(3) | 1,691,690 | | | — | — | — | — | — | 76,744(4) | 2,593,947 | | | — | — | — | 9,127(5) | 308,493 | — | — | | | — | — | — | 16,683(6) | 563,885 | — | — | | | — | — | — | 38,372(7) | 1,296,974 | — | — | | | — | — | — | 300,000(8) | 10,140,000 | — | — | | Frank C. Wilcox | 25,000 | 31.64 | 3/14/2029 | — | — | — | — | | | 104,138 | 18.23 | 4/30/2030 | — | — | — | — | | | — | — | — | — | — | 9,385(3) | 317,213 | | | — | — | — | — | — | 8,721(4) | 294,770 | | | — | — | — | 5,005(6) | 169,169 | — | — | | | — | — | — | 6,977(7) | 235,823 | — | — | | Kimberly D. Campos | — | — | — | — | — | 4,693(3) | 158,623 | | | — | — | — | — | — | 4,360(4) | 147,368 | | | — | — | — | 2,502(6) | 84,568 | — | — | | | — | — | — | 3,488(7) | 117,894 | — | — |

  93. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (1) Calculated based on closing stock price of $33.80 on December 31, 2025. |

  94. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (2) The 2023 PSUs granted to Messrs. Donaghy and Downes on March 30, 2023 are shown at the final certified performance level for these awards. In February 2026, the Compensation Committee certified the Company’s performance relative to the three-year performance goal (2023-2025) established for this award and approved a payout equal to 200% of the target number of shares awarded. Payouts in excess of 100% of target were settled in cash. |

  95. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (3) The 2024 PSUs granted to the Named Executive Officers on March 27, 2024 are earned based upon the level of achievement with respect to pre-established company performance objectives over a three-year performance period, with 50% vesting for threshold performance, 100% vesting for target performance and 200% vesting for maximum performance for Messrs. Donaghy and Downes and with 75% vesting for threshold performance, 100% vesting for target performance and 125% vesting for maximum performance for Mr. Wilcox and Ms. Campos. The values above reflect maximum performance pursuant to SEC requirements. |

  96. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (4) The 2025 PSUs granted to the Named Executive Officers on March 19, 2025 are earned based upon the level of achievement with respect to pre-established company performance objectives over a three-year performance period, with 50% vesting for threshold performance, 100% vesting for target performance and 200% vesting for maximum performance for Messrs. Donaghy and Downes and with 75% vesting for threshold performance, 100% vesting for target performance and 125% vesting for maximum performance for Mr. Wilcox and Ms. Campos. The values above reflect maximum performance pursuant to SEC requirements. |

  97. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (5) The RSUs granted to Messrs. Donaghy and Downes on March 30, 2023 were subject to time-based vesting conditions, and vested on March 30, 2026. |

  98. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (6) The RSUs granted to the Named Executive Officers on March 27, 2024 are subject to time-based vesting conditions, and ratably vest on March 27 of each of 2026 and 2027. |

  99. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (7) The RSUs granted to the Named Executive Officers on March 19, 2025 are subject to time-based vesting conditions, and ratably vest on March 19 of each of 2026, 2027 and 2028. |

  100. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (8) The restricted stock award granted to Mr. Downes on July 28, 2025 is subject to time-based vesting conditions, and vests with respect to one-fifth of the award on each of the first four anniversaries of the grant date, and the remaining one-fifth vests on December 31, 2029. |

  101. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding options exercised and stock awards held by the Named Executive Officers that vested during the year ended December 31, 2025. The amount shown for option awards reflects the number of options exercised multiplied by the amount by which the closing price per share on the applicable exercise date exceeded the exercise price. The amounts shown for stock awards reflect the number of units vesting multiplied by the closing price per share on the applicable vesting date.

  102. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Stephen J. Donaghy (1) | — | — | 115,456 | $2,406,429 | | Sean P. Downes (2) | 687,960 | $5,954,452 | 74,059 | $1,536,465 | | Frank C. Wilcox (3) | — | — | 5,836 | $167,816 | | Kimberly D. Campos (4) | — | — | 2,918 | $83,903 |

  103. Option Exercises and Stock Vested

    | (1) With respect to Mr. Donaghy, 61,526 PSUs, representing the target number of PSUs, were settled in stock, and an additional 23,359 PSUs were settled in cash, in each case based on the closing market price per share on February 20, 2025 of $19.96, 14,598 RSUs were settled in stock based on the closing market price per share of $22.85 on March 27, 2025, and 15,973 RSUs were settled in stock based on the closing market price per share of $23.70 on March 31, 2025. |

  104. Option Exercises and Stock Vested

    | (2) With respect to Mr. Downes, 41,017 PSUs, representing the target number of PSUs, were settled in stock, and an additional 15,572 PSUs were settled in cash, in each case based on the closing market price per share on February 20, 2025 of $19.96, 8,342 RSUs were settled in stock based on the closing market price per share of $22.85 on March 27, 2025, and 9,128 RSUs were settled in stock based on the closing market price per share of $23.70 on March 31, 2025. |

  105. Option Exercises and Stock Vested

    | (3) With respect to Mr. Wilcox, 2,503 RSUs were settled in stock based on the closing market price per share of $22.85 on March 27, 2025 and 3,333 RSUs were settled in stock based on the closing market price per share of $33.19 on December 16, 2025. |

  106. Option Exercises and Stock Vested

    | (4) With respect to Ms. Campos, 1,252 RSUs were settled in stock based on the closing market price per share of $22.85 on March 27, 2025 and 1,666 RSUs were settled in stock based on the closing market price per share of $33.19 on December 16, 2025. |

  107. Employment Agreements and Potential Payments Upon Termination or Change in Control

    Employment Agreements and Potential Payments Upon Termination or Change in Control The following summaries describe the material terms of each NEO’s employment agreement, as well as the material terms of equity award agreements in effect at the end of 2025.

  108. 2025 Potential Payments Upon Termination or Change in Control Table(1)

    2025 Potential Payments Upon Termination or Change in Control Table(1) The following table presents the potential payments to which our NEOs would have been entitled assuming a termination or change in control had occurred as of December 31, 2025.

  109. 2025 Potential Payments Upon Termination or Change in Control Table(1)

    | Name | Benefit (1) | Termination Without Cause or for Good Reason (2) | Upon Change in Control (3) | Upon Death (4) | Upon Disability (4) | Upon Retirement (5) | | Stephen J. Donaghy | Base Salary | $1,000,000 | $2,000,000 | — | — | — | | | Annual Incentive Award | $2,406,844 | $3,379,820 | $2,406,844 | $2,406,844 | — | | | Equity Compensation(6) | $7,377,787 | $7,377,787 | $7,377,787 | $7,377,787 | $7,377,796 | | | COBRA Payments | $43,971(7) | $43,971 | — | — | — | | Sean P. Downes | Base Salary | $2,500,000 | $3,000,000 | — | — | — | | | Annual Incentive Award | $6,156,844 | $4,500,000 | $2,406,844 | $2,406,844 | — | | | Equity Compensation(6) | $15,377,683 | $15,377,683 | $15,377,683 | $15,377,683 | — | | | COBRA Payments | $81,252(7) | 81,252 | — | — | — | | Frank C. Wilcox | Base Salary | $300,000 | $300,000 | — | — | — | | | Annual Incentive Award | $394,548 | $394,548 | — | — | — | | | Equity Compensation(6) | $894,585 | $894,585 | $894,585 | $894,585 | $894,585 | | | COBRA Payments | $8,063(7) | $8,063 | — | — | — | | Kimberly D. Campos | Base Salary | $187,500 | $187,500 | — | — | — | | | Annual Incentive Award | $140,910 | $140,910 | — | — | — | | | Equity Compensation(6) | $447,241 | $447,241 | $447,241 | $447,241 | — | | | COBRA Payments | $7,039(7) | $7,039 | — | — | — |

  110. 2025 Potential Payments Upon Termination or Change in Control Table(1)

    | (1) If the payments and benefits to Messrs. Donaghy and Downes under his respective employment agreement or another plan, arrangement or agreement would subject Messrs. Donaghy and Downes to the excise tax imposed by Section 4999 of the Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, if such reduction would result in Messrs. Donaghy and Downes receiving a higher net after-tax amount. The amounts reflected in this table do not reflect the application of any reduction in compensation or benefits pursuant to the terms of their employment agreements. |

  111. 2025 Potential Payments Upon Termination or Change in Control Table(1)

    | (2) For Mr. Donaghy, the amounts in this column assume a termination of employment without “cause” or for “good reason” on December 31, 2025, and no prior change in control, and represent (i) a lump-sum cash amount equal to 12 months’ base salary and 12 months of COBRA coverage (which amounts are included separately), (ii) a pro rata portion of his annual cash incentive award for the year of termination, calculated on the basis of the Company’s actual performance for such year, each of (i) and (ii) subject to his execution of a general release of claims in favor of the Company, and (iii) the value of any unvested RSUs and PSUs, which will fully vest as of the termination date (the |

  112. 2025 Potential Payments Upon Termination or Change in Control Table(1)

    | PSUs would vest at the target level). For Mr. Downes, the amounts in this column assume a termination of employment without “cause” or for “good reason” on December 31, 2025, and no prior change in control, and represent (i) a lump-sum cash amount equal to 30 months’ base salary, 2.5 times his target annual cash incentive award opportunity, and 18 months of COBRA coverage (which amounts are included separately), (ii) a pro rata portion of his annual cash incentive award for the year of termination, calculated on the basis of the Company’s actual performance for such year, each of (i) and (ii) subject to his execution of a general release of claims in favor of the Company, and (iii) the value of any unvested equity awards, which will fully vest as of the termination date. For Mr. Wilcox and Ms. Campos, the amounts in this column assume a termination of employment without “cause” on December 31, 2025, and no prior change in control, and represent (i) a lump-sum cash amount equal to 50% of his or her annual base salary and six months of COBRA coverage (which amounts are included separately), (ii) a pro rata portion of his or her annual cash incentive award for the year of termination, calculated on the basis of the Company’s actual performance for such year, each of (i) and (ii) subject to his execution of a general release of claims in favor of the Company, and (iii) the value of any unvested equity awards, which will fully vest as of the termination date (the PSUs would vest at the target level). |

  113. 2025 Potential Payments Upon Termination or Change in Control Table(1)

    | (3) For Mr. Donaghy, the amounts in this column assume a termination of employment without “cause” or for “good reason” on December 31, 2025, upon or within 24 months after a change in control, and represent (i) two times his then-annualrate of base salary, (ii) two times any annual cash incentive award paid for the calendar year prior to the change in control, each of (i) and (ii) subject to his execution of a general release of claims in favor of the Company, and (iii) the value of any unvested RSUs and PSUs which would immediately vest (the PSUs would vest at the target level). For Mr. Downes, the amounts in this column assume a termination of employment without “cause” or for “good reason” on December 31, 2025, upon or within 24 months after a change in control, and represent (i) three times his then-annual rate of base salary, (ii) three times his target annual cash award opportunity for the calendar year in which the termination occurs, and (iii) 18 months of COBRA coverage prior to the change in control, each of (i), (ii), and (iii) subject to his execution of a general release of claims in favor of the Company, and (iv) the value of any equity awards, which would immediately vest. For Mr. Wilcox and Ms. Campos, the amounts in this column assume a termination of employment without “cause” on December 31, 2025, upon or within 24 months after a change in control, and represent (i) a lump-sum cash amount equal to 50% of his or her annual base salary and six months of COBRA coverage (which amounts are included separately), (ii) a pro rata portion of his or her annual cash incentive award for the year of termination, calculated on the basis of the Company’s actual performance for such year, each of (i) and (ii) subject to his execution of a general release of claims in favor of the Company, and (iii) the value of any unvested RSUs and PSUs, which would immediately vest (the PSUs would vest at the target level). |

  114. 2025 Potential Payments Upon Termination or Change in Control Table(1)

    | (4) For Mr. Donaghy, the amounts in this column represent the annual cash incentive award and the value of any unvested RSUs and PSUs, which will fully vest (the PSUs would vest at the target level). For Mr. Downes, the amounts in this column represent the annual cash incentive award and the value of any unvested shares of restricted stock, RSUs and PSUs, which would fully vest (the PSUs would vest at the target level). For Mr. Wilcox and Ms. Campos, the amounts in this column represent the annual cash incentive award and the value of any unvested RSUs and PSUs, which will fully vest (the PSUs would vest at the target level). |

  115. 2025 Potential Payments Upon Termination or Change in Control Table(1)

    | (5) The amount in this column assumes a termination of employment due to the Named Executive Officer’s retirement on December 31, 2025 at age 59.5 or later with at least 15 years with the Company, and represents the value of any unvested RSUs and PSUs, which will fully vest (the PSUs would vest at the target level). Only Messrs. Donaghy and Wilcox were eligible for retirement on December 31, 2025. |

  116. 2025 Potential Payments Upon Termination or Change in Control Table(1)

    | (6) Values reflect the “intrinsic value” as of December 31, 2025 (that is, the value based upon the last reported sales price of our common stock on the NYSE on December 31, 2025, the last trading day of fiscal 2025, of $33.80, and in the case of equity awards that would become vested in the event of a termination of employment and change-in-control assuming the awards are not assumed or substituted. For all outstanding equity awards owned by our Named Executive Officers as of December 31, 2025, see the “2025 Outstanding Equity Awards at Year-End” table above. |

  117. 2025 Potential Payments Upon Termination or Change in Control Table(1)

    | (7) Mr. Donaghy is also entitled to up to 12 months of COBRA payments in the event of a termination of employment without cause or for good reason. Mr. Downes is also entitled to up to 18 months of COBRA payments in the event of a termination of employment without cause. Mr. Wilcox and Ms. Campos are also entitled to up to 6 months of COBRA payments in the event of a termination of employment without cause. |

  118. CEO Pay Ratio

    CEO Pay Ratio For 2025:

  119. CEO Pay Ratio

    | • | the annual total compensation of the median compensated of all employees of our Company (other than our CEO) was $108,595; and |

  120. CEO Pay Ratio

    | • | the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $5,240,829. |

  121. CEO Pay Ratio

    Based on this information, for 2025, the ratio of the annual total compensation of Mr. Donaghy, our CEO, to the annual total compensation of the median compensated of all Company employees (other than Mr. Donaghy), calculated in a manner consistent with Item 402(u) of Regulation S-K, was 48 to 1. To identify the median compensated employee, we reviewed our employee population as of December 31, 2025 and compensation for the period of January 1, 2025 through December 31, 2025 as reported to the Internal Revenue Service on Form W-2 in Box 1, which we determined reasonably reflects the compensation of our employees. Once we identified our median compensated employee, we combined all of the elements of such employee’s compensation for the full 2025 year in accordance with the requirements of Item 402(c) of Regulation S-K. SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to use various methodologies and assumptions. As a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.

  122. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our NEOs and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section of this Proxy Statement. “Compensation actually paid” does not represent the value of cash and shares of the company’s common stock received by NEOs during the year, but rather is an amount calculated under SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, “compensation actually paid” amounts below differ from compensation actually received by the individuals described in the “Compensation Discussion and Analysis” section of this Proxy Statement.

  123. 2025 Pay Versus Performance Table

    2025 Pay Versus Performance Table

  124. 2025 Pay Versus Performance Table

    | | | | Average Summary Compensation Table Total for Other NEOs | Average Compensation Actually Paid to Other NEOs | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | | | Company TSR | Peer Group TSR | Net Income (Loss) | Net Operating Ratio | | | (1) | (2) | (1) | (2) | (3) | (3) | | (4) | | 2025 | $5,240,829 | $8,732,361 | $4,778,916 | $6,843,911 | $281.48 | $198.91 | $182,951,000 | 83.0% | | 2024 | $4,509,444 | $7,296,709 | $1,804,872 | $2,587,800 | $170.27 | $183.44 | $58,928,000 | 94.0% | | 2023 | $4,359,477 | $6,956,552 | $1,621,804 | $2,159,718 | $124.47 | $143.87 | $66,823,000 | 93.3% | | 2022 | $3,578,393 | $1,915,799 | $1,507,019 | $1,202,603 | $78.71 | $127.84 | $(22,257,000) | 100.7% | | 2021 | $3,540,457 | $3,217,916 | $723,930 | $547,174 | $118.39 | $123.13 | $20,407,000 | 97.4% |

  125. 2025 Pay Versus Performance Table

    | (1) The CEO for each year reported was Stephen J. Donaghy. The NEOs other than the CEO (the “Other NEOs”), for each year reported are as follows: (i) for 2025, 2024, 2023 and 2022, Sean P. Downes (Executive Chairman), Frank C. Wilcox (CFO) and Kimberly D. Campos (CIO and CAO); and (ii) for 2021, Sean P. Downes (Executive Chairman), Jon W. Springer (Chief Risk Officer), Frank C. Wilcox (CFO) and Kimberly D. Campos (CIO and CAO). Amounts shown for 2023 have been adjusted to reflect the changes made to Mr. Donaghy’s and Mr. Downes’ 2023 compensation as described in note 2 to the “2025 Summary Compensation Table” above. |

  126. 2025 Pay Versus Performance Table

    | (2) SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “compensation actually paid” as reported in the “2025 Pay Versus Performance Table” above. Amounts shown for 2023 have been adjusted to reflect the changes made to Mr. Donaghy’s and Mr. Downse’ 2023 compensation as described in note 2 to the “2025 Summary Compensation Table” above.” The following table outlines the applicable adjustments that were made to determine 2025 “compensation actually paid” (all amounts are averages for the Other NEOs): |

  127. Relationship between “compensation actually paid” and performance measures

    Relationship between “compensation actually paid” and performance measures As described in the “Compensation Discussion and Analysis” section of this Proxy Statement, we believe that the compensation provided to the NEOs for 2025 is aligned with our pay-for-performance philosophy and our overall business performance, and that our executive compensation program reflects a variable pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with our performance, all of those measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  128. Compensation Actually Paid, Cumulative TSR and Peer Group TSR

    Compensation Actually Paid, Cumulative TSR and Peer Group TSR

  129. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  130. Compensation Actually Paid and Net Operating Ratio

    Compensation Actually Paid and Net Operating Ratio