DEF 14A of Slide Insurance Holdings, Inc.
Filed Apr 28, 2026 · FY20250001193125-26-187126
TABLE OF CONTENTS
| Proxy Summary | 4 | | Corporate Governance | 5 | | Certain Relationships and Related Transactions | 10 | | Director Compensation | 12 | | PROPOSAL NO. 1 ELECTION OF DIRECTORS | 13 | | Executive Officers | 17 | | Executive Compensation | 18 | | Security Ownership | 22 | | PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2026 FISCAL YEAR | 24 | | Audit Committee Report | 26 | | Other Matters | 27 | | Questions and Answers | 29 |
Board of Directors
Board of Directors Background information about our directors can be found beginning on page 14 of this proxy statement.
Board of Directors
| Name & Principal Occupation | Age | Director Since | Independent | Committee Memberships | | Bruce Lucas Chief Executive Officer and Chairman of the Board | 54 | 2021 | | None | | Shannon Lucas President & Chief Operating Officer and Director | 46 | 2021 | | None | | Beth W. Bruce Independent Director | 59 | 2025 | | Audit Compensation Nominating and Corporate Governance | | Robert Gries Director | 68 | 2021 | | None | | Thomas O’Shea Independent Director | 53 | 2024 | | Compensation Nominating and Corporate Governance (Chair) | | Stephen Rohde Independent Director | 74 | 2024 | | Audit (Chair) | | Andrew Wright Lead Independent Director | 45 | 2025 | | Audit Compensation (Chair) Nominating and Corporate Governance |
Director Compensation
Director Compensation The Board maintains a compensation arrangement for the non-employee members of our Board. For 2025, each non-employee director was entitled to an annual cash retainer of $200,000. In addition, all of our directors are entitled to be reimbursed by the Company for reasonable expenses incurred by them in the course of their directors’ duties relating to the Company. Directors who are employees do not receive any additional compensation for their services as a director.
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth information regarding the compensation of our non-employee directors for 2025. Mr. Lucas, our Chief Executive Officer and Mrs. Lucas, our Chief Operating Officer, are omitted from the table as they did not receive any additional compensation for their services as a director in 2025. For more information on Mr. and Mrs. Lucas’ compensation, see “Executive Compensation” beginning on page 18.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Total ($) | | Beth W. Bruce(1) | $107,945 | $107,945 | | Robert Gries | $200,000 | $200,000 | | Thomas O’Shea | $200,000 | $200,000 | | Stephen Rohde(2) | $200,000 | $200,000 | | Andrew Wright(1) | $107,945 | $107,945 |
2025 Director Compensation Table
(1) Represents the pro-rated cash fee received for services as an independent director beginning on June 18, 2025. As of December 31, 2025, Mr. Rohde held 55,000 vested options with a per share exercise price of $1.38, and 27,500 vested options with a per share exercise price of $0.01. These options were not granted pursuant to the Company’s standard director compensation program but rather reflect compensation for pre-IPO board service.
2025 Director Compensation Table
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BELOW DIRECTOR NOMINEES |
2025 Director Compensation Table
Our Board of Directors is comprised of seven members. For the size and scope of our business and operations, we believe a board of approximately this size is appropriate as it is small enough to allow for effective communication among the members, but large enough so that we get a diverse set of perspectives and experiences in our boardroom. Our Board is currently divided into three classes designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting with only one class of directors being elected in each year and each class serving a three-year term. We believe that the classified Board is the most effective way for the Board to be organized because it ensures a greater level of certainty of continuity from year to year which provides stability in organization and experience. Our Board, current directors and classifications are as follows:
2025 Director Compensation Table
| Class I Term Expires at 2026 Annual Meeting | Class II Term Expires at 2027 Annual Meeting | Class III Term Expires at 2028 Annual Meeting | | Beth W. Bruce | Shannon Lucas | Bruce Lucas | | Robert Gries | Thomas O’Shea | Stephen Rohde | | Andrew Wright | | |
2025 Director Compensation Table
Each of the nominees for election as Class I directors is currently a member of the Board. If elected at the Annual Meeting, each of the nominees would serve for three years, until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Each of the director nominees has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. Our bylaws provide that directors are elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. We believe that each of our directors possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to our success. Our directors were nominated because we believe each is of high ethical character, highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with our image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our directors as a group complement each other and each of their respective experiences, skills and qualities allow the Board to operate in an effective, collegial and responsive manner. The names of the nominees for election as Class I directors at the Annual Meeting and of the incumbent Class II and Class III directors, certain information about them, including their ages as of the Record Date, are included below.
Nominees for Director
Nominees for Director
Class I Directors
Class I Directors
Class I Directors
| Beth W. Bruce Director AGE: 59 DIRECTOR SINCE: 2025 COMMITTEES: Audit, Compensation, Nominating and Corporate Governance | BACKGROUND: Beth W. Bruce has served as a member of our Board since June 2025. Ms. Bruce has served as Chief Executive Officer and Chief Financial Officer of Simplicity Integration since 2020. Her recent experience also includes significant leadership roles as Chief Accounting Officer of Baylor College of Medicine from 2017 to 2022 and Senior Vice President and Chief Financial Officer at U.S. Legal Support from 2011 to 2015. Ms. Bruce has previously served in senior executive roles including Chief Financial Officer, Chief Accounting Officer, and Chief Information Officer positions in both the public and private sector and in the US and Europe. Ms. Bruce received a Bachelor of Science in Business Administration with a concentration in Accounting from Trinity University and is a CPA. Skills & Qualifications: We believe Ms. Bruce is qualified to serve on our Board due to her leadership and accounting experience. |
Class I Directors
| Robert Gries Director AGE: 68 DIRECTOR SINCE: 2021 COMMITTEES: None | BACKGROUND: Robert Gries has served as a member of our Board since our founding in April 2021. Mr. Gries has served as the President and Chief Executive Officer of Gries Investment Funds since 2004. Mr. Gries has served on many non-profit and civic boards, including the University of Tampa and Berkeley Preparatory School, and he currently serves on the board of the Tampa Bay Performing Arts Center. Mr. Gries received a Bachelor of Arts in Education from the University of Michigan. Skills & Qualifications: We believe Mr. Gries is qualified to serve on our Board due to his investment and leadership experience, as well as his service as a director at numerous companies. |
Class I Directors
| Andrew Wright Lead Independent Director AGE: 45 DIRECTOR SINCE: 2025 COMMITTEES: Audit, Compensation, Nominating and Corporate Governance | BACKGROUND: Andrew Wright has served as a member of our Board since June 2025. Mr. Wright has served as the Chief Executive Officer of Franklin Street since 2006 and the Chief Executive Officer of Ally Capital Group since 2009. Mr. Wright serves on the Franklin Street board of directors as the Chairman of the board. Mr. Wright currently serves on many non-profit and civic boards, including Forward Tampa Bay and Berkeley Preparatory School. Mr. Wright received a B.A in Finance from Miami University. Skills & Qualifications: We believe Mr. Wright is qualified to serve on our Board due to his business and leadership experience. |
Continuing Directors
Continuing Directors
Class II Directors
Class II Directors
Class II Directors
| Shannon Lucas President, Chief Operating Officer & Director AGE: 46 DIRECTOR SINCE: 2021 COMMITTEES: None | BACKGROUND: Shannon Lucas is a co-founder of the Company and has served as our Chief Operating Officer and Chief Risk Officer, as well as a member of our Board, since our founding in April 2021. She is married to Bruce Lucas, a co-founder of the Company, and our Chief Executive Officer and Chairman of the Board. Mrs. Lucas leads Slide’s operations and enterprise risk management. Prior to Slide, Mrs. Lucas served as Chief Executive Officer of Securus Risk Management, LLC, a risk consulting firm providing services in the insurance industry, from 2016 to 2020. Mrs. Lucas received a Bachelor of Science in Finance from University of Florida and a Master of Business Administration from the University of Florida. Skills & Qualifications: We believe Mrs. Lucas is qualified to serve on our Board due to her extensive experience in the insurance industry, as well as prior leadership and management roles. |
Class II Directors
| Thomas O’Shea Director AGE: 53 DIRECTOR SINCE: 2024 COMMITTEES: Compensation, Nominating and Corporate Governance | BACKGROUND: Thomas O’Shea has served as a member of our Board since April 2024. Mr. O’Shea has served as head of European investments for Brigade Capital Management, LP since 2017, and currently serves as a partner and member of its investment committee. Mr. O’Shea currently serves as a director of Mannok Holdings Designated Activity Company and Quinn Industries Holdings Luxembourg Sarl. Mr. O’Shea received a Bachelor of Arts in English Literature from the University of Virginia, where he was an Echols Scholar, and a Master of Business Administration in Finance from New York University’s Stern School of Business. Skills & Qualifications: We believe Mr. O’Shea is qualified to serve on our Board due to his investment experience, as well as his leadership experience. |
Class III Directors
Class III Directors
Class III Directors
| Bruce Lucas Chairman and Chief Executive Officer AGE: 54 DIRECTOR SINCE: 2021 COMMITTEES: None | BACKGROUND: Bruce Lucas is a co-founder of the Company, and has served as our Chief Executive Officer and Chairman of our Board since our founding in April 2021. He is married to Shannon Lucas, a co-founder of the Company, our Chief Operating Officer and Chief Risk Officer and a member of the Board. Prior to Slide, Mr. Lucas founded super-regional insurer Heritage Insurance (NYSE: HRTG), serving as Chief Executive Officer, Chief Information Officer and Chairman of the board of directors from 2012 to 2020. Mr. Lucas received a Bachelor of Arts in Geology and Environmental Science from Indiana University Bloomington and a Juris Doctor from Indiana University Maurer School of Law. Skills & Qualifications: We believe Mr. Lucas is qualified to serve on our Board due to his extensive experience in the insurance industry, as well as prior leadership and management roles. |
Class III Directors
| Stephen Rohde Director AGE: 74 DIRECTOR SINCE: 2024 COMMITTEES: Audit | BACKGROUND: Stephen Rohde has served as a member of our Board since April 2024. Mr. Rohde has served as member of Slide Insurance Company’s Board and Chairman of the audit committee since 2022. Mr. Rohde serves on Lion Insurance Company’s board of directors and as the chairman of its audit committee. Mr. Rohde served as an independent consultant for numerous insurance companies, including Slide and Heritage Insurance Holdings, Inc., from 2016 to 2022. Mr. Rohde received a Bachelor of Business Administration in Accounting and Business Administration from the University of Wisconsin-Eau Claire. Skills & Qualifications: We believe Mr. Rohde is qualified to serve on our Board due to his accounting and leadership experience, including prior experience serving as Chief Financial Officer for other insurance companies, as well as his service as a director at other companies. |
Summary Compensation Table for Fiscal 2025
Summary Compensation Table for Fiscal 2025 The following table summarizes the compensation for our NEOs for the fiscal year ended December 31, 2025:
Summary Compensation Table for Fiscal 2025
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Bruce Lucas | 2025 | 952,813 | 3,000,000 | — | 36,689 | 3,989,502 | | Chairman and Chief Executive Officer | 2024 | 898,880 | 14,424,933 | 5,852,000 | 16,534 | 21,192,347 | | Andy Omiridis (4) | 2025 | 37,500 | 350,000 | — | — | 387,500 | | Chief Financial Officer | | | | | | | | Shannon Lucas | 2025 | 714,610 | 1,600,000 | — | 28,661 | 2,343,271 | | President and Chief Operating Officer | 2024 | 674,160 | 10,000,000 | 5,852,000 | 16,233 | 16,542,393 | | Jesse Schalk (5) | 2025 | 617,400 | — | — | 47,085 | 664,485 | | Former Chief Financial Officer | 2024 | 630,000 | 1,500,000 | 1,170,400 | 16,603 | 3,317,003 |
Summary Compensation Table for Fiscal 2025
(1) This column reflects discretionary bonuses received in respect of 2024 and 2025 services and a sign-on bonus for Mr. Omiridis. (2) This column reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of the restricted stock units that settle in shares of our common stock granted to the named executive officers, which is measured on the grant date based on the fair market value of our common stock. For a further discussion of the assumptions used in the calculation of the grant-date fair values for the restricted stock units pursuant to ASC 718, see Note 23 Stock-based Compensation to our financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2026. For further discussion of grants made in 2025, see “—Outstanding Equity Awards at Fiscal 2025 Year End” table. (3) This column reflects the amounts paid by the Company on behalf of the executives for 401(k) matching contributions and disability insurance premiums in respect of the 2024 and 2025 fiscal years. For Bruce Lucas, this amount consists of a 401(k) matching Company contribution of $10,261 and a company-paid disability insurance premium of $26,428 for fiscal year 2025. For Shannon Lucas, this amount consists of a 401(k) matching Company contribution of $12,375 and a company-paid disability insurance premium of $16,286 for fiscal year 2025. For Jesse Schalk, this amount consists of a 401(k) matching Company contribution of $14,000, a company-paid disability insurance premium of $20,305 for fiscal year 2025 and a separation payment of $12,780 pursuant to Mr. Schalk's separation agreement. (4) Mr. Omiridis joined the Company in December 2025, his salary reflects a pro rata amount, and no annual bonus was awarded. Effective November 28, 2025, Mr. Schalk retired from his position as Chief Financial Officer, and his salary reflects a pro rata amount.
Outstanding Equity Awards at Fiscal 2025 Year End
Outstanding Equity Awards at Fiscal 2025 Year End The following table sets forth information concerning unexercised options, stock that has not vested and equity incentive plan awards for the executive officers named in the Summary Compensation Table as of the end of our fiscal year ended December 31, 2025.
Outstanding Equity Awards at Fiscal 2025 Year End
| | Option Awards(1) | | | | | | Stock Awards(1) | | | Name | Grant Date | Unexercised Options Exercisable (#) | Unexercised Options Unexercisable (#) | Unearned Options (#) | Option Exercise Price ($) | 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 ($)(2) | | Bruce Lucas | 10/08/2021 | 1,650,000 | — | — | 0.01 | 10/07/2031 | — | — | | | 10/08/2021 | 1,925,000 | — | — | 0.01 | 10/07/2031 | — | — | | | 02/25/2022 | 550,000 | — | — | 0.79 | 02/24/2032 | — | — | | | 07/13/2023 | 2,750,000 | — | — | 1.38 | 07/12/2033 | — | — | | | 12/17/2024 | — | — | — | — | — | 276,981(3) | 5,395,590 | | Andy Omiridis | — | — | — | — | — | — | — | — | | Shannon Lucas | 10/08/2021 | 330,000 | — | — | 0.01 | 10/07/2031 | — | — | | | 02/25/2022 | 275,000 | — | — | 0.79 | 02/24/2032 | — | — | | | 07/13/2023 | 550,000 | — | | 1.38 | 07/12/2033 | — | — | | | 12/17/2024 | — | — | — | — | — | 276,981(3) | 5,395,590 | | Jesse Schalk | 06/13/2022 | 82,500 | 27,500 | — | 4.32 | 06/12/2032 | — | — | | | 09/07/2022 | 165,000 | — | — | 7.59 | 09/06/2032 | — | — | | | 02/14/2023 | 275,000 | 137,500 | — | 7.59 | 02/13/2033 | — | — | | | 12/17/2024 | — | — | — | — | — | 55,000(4) | 1,071,400 |
Outstanding Equity Awards at Fiscal 2025 Year End
(1) All option awards and stock awards listed in this table were granted pursuant to our Prior Plan, the terms of which are described below and further under Note 23 Stock-based Compensation to our financial statements included elsewhere in this prospectus. The number of options and the exercise price and the number of stock awards are shown in the table above after giving effect to the 5.5-for-1 forward stock split effected on June 18, 2025. (2) The market value of the time-based restricted stock awards is calculated by multiplying the closing price of Slide’s common stock on December 31, 2025, which was $19.48, by the number of units. (3) The shares underlying this award of restricted stock units become vested as to 1/24th of shares subject to the restricted stock units monthly, commencing on January 1, 2025 and ending on December 31, 2026, subject to the named executive officer’s continued employment or service through each applicable vesting date. The shares underlying this award of restricted stock units become vested as to 50% of shares subject to the restricted stock units on each of December 31, 2025 and December 31, 2026.