DEF 14A of HCI Group, Inc.
Filed Apr 29, 2026 · FY20250001193125-26-191649
Board of Directors
Board of Directors
Board of Directors
| Director | Independent | Age | Director Since | Primary Occupation | | Nominees for Election: | | | | | | Wayne Burks | Yes | 78 | 2013 | Retired; Former Director and Chief Financial Officer, at Romark LC. | | Jay Madhu | Yes | 59 | 2007 | President and Chief Executive Officer, Oxbridge Re Holdings Ltd. | | Anthony Saravanos | No | 55 | 2007 | President, Greenleaf Capital, LLC, a subsidiary of HCI Group, Inc. | | Peter Politis | Yes | 47 | 2021 | Real Estate lawyer and principal at Xenia Management Corporation | | Continuing in Office: | | | | | | Paresh Patel | No | 63 | 2007 | Chairman and Chief Executive Officer, HCI Group, Inc. Chairman and Chief Executive Officer, Exzeo Group, Inc. | | Gregory Politis | Yes | 74 | 2007 | President, Xenia Management Corporation | | Karin Coleman | No | 65 | 2021 | Chief Operating Officer, HCI Group Inc.; President, Homeowners Choice Property & Casualty Insurance Company, and President, TypTap Insurance Company, each a subsidiary of HCI Group Inc. | | Sue Watts | Yes | 64 | 2019 | President of Sapience Analytics Corporation |
Biographies of Directors Standing for Election (Class C)*
Biographies of Directors Standing for Election (Class C)*
Biographies of Directors Standing for Election (Class C)*
| Wayne Burks | | | Wayne Burks, age 78, has been a director of our company since June 2013. From October 2019 to June 2021, Mr. Burks served as a director and chair of the Audit Committee for Romark LC, which is a vertically integrated multinational biopharmaceutical company, headquartered in Tampa, Florida. From 2016 until his retirement in July 2019, he served as Romark’s Vice President and Chief Financial Officer. From April 2012 to June 2016, he served as a director and the Chief Financial Officer for WRB Enterprises, Inc., a Tampa, Florida based holding company with investments in Caribbean electric utilities, renewable energy development, cable television, real estate and financial institutions. From July 2010 to April 2012, he was a principal of Sterling Financial Consulting where he provided financial and operational consulting services for privately held and pre-initial public offering stage companies. From December 2008 to June 2010, Mr. Burks served as Chief Financial Officer of Prepared Holdings, LLC, a Florida-based insurance holding company. Mr. Burks is a certified public accountant (inactive license). He is a former audit partner of Coopers & Lybrand, where he performed auditing services approximately 23 years. None of the foregoing companies is an affiliate of HCI Group, Inc. Mr. Burks earned a Bachelor of Science degree in accounting and business administration at Troy University in Alabama. Skills/Qualifications: Mr. Burks brings considerable business, accounting and financial experience to the Board of Directors. We believe his knowledge and experience as the Chief Financial Officer of a homeowners’ insurance company and as an auditor and his ability to analyze financial information enhances the board’s oversight of the company’s business operations, its financial disclosure, its external auditors and the effectiveness of its internal controls. Mr. Burks serves as chairman of the company’s audit committee and has been identified by the board of directors as an audit committee financial expert. | Independent Committees: - Audit (Chair) - Compensation |
Biographies of Directors Standing for Election (Class C)*
| * If Mr. Wayne Burks is elected, he will be immediately reassigned to Class B so as to maintain proportionality in the number of directors in each class as required by the Company’s Articles of Incorporation. His term as a director will then expire in 2028. |
Biographies of Directors Standing for Election (Class C)*
| HCI Group, Inc. 2026 Proxy Statement | 11 |
Biographies of Directors Standing for Election (Class C)*
| Jay Madhu | | | Jay Madhu, age 59, has served as a director of the Company since May 2007. Mr. Madhu has also served in various other capacities at the Company. From 2008 to 2011, he served as Vice-President of Marketing. From 2008 to 2013, he served as Director of Investor Relations. From 2011 to 2013, he served as President of the Company’s Real Estate Division. Since 2013, Mr. Madhu has served as President and Chief Executive Officer of Oxbridge Re Holdings Limited, a Nasdaq-listed reinsurance holding company based in the Cayman Islands, and has served as Chairman of its Board of Directors since March 2018. In addition, he oversees SurancePlus, Oxbridge’s platform focused on the tokenization of reinsurance risk as part of its broader real-world asset (RWA) strategy, with securities issued on blockchain platforms such as Avalanche and Solana. From 2012 to 2014, he served on the Board of Directors of Wheeler Real Estate Investment Trust, Inc., a Nasdaq-listed real estate investment trust, and in 2013, he served as a director of First Home Bank in Seminole, Florida. Mr. Madhu has extensive experience in real estate and mortgage finance. He has been President of 5th Avenue Group LC since 2002, President of Forrest Terrace LC since 1999, and President of The Mortgage Corporation Network since 1996. Earlier in his career, he served as Vice President of the Mortgage Division at First Trust Mortgage & Finance (1994–1996), Vice President of the Residential First Mortgage Division at Continental Management Associates Limited, Inc. (1993–1994), and President of S&S Development, Inc. (1991–1993). None of these entities is an affiliate of HCI Group, Inc. Mr. Madhu attended Northwest Missouri State University, where he studied marketing and management. Skills/Qualifications: Mr. Madhu brings significant experience in reinsurance, business, marketing, real estate, and mortgage finance to the Board of Directors. He also has experience in the development of real-world asset (RWA) strategies, including the tokenization of reinsurance risk. His real estate and mortgage finance background is particularly relevant as the Company evaluates and executes on real estate investments. Mr. Madhu also maintains a substantial personal investment in the Company. | Independent Other Public Company Boards: - Oxbridge Re Holdings Ltd. |
Biographies of Directors Standing for Election (Class C)*
| 12 | HCI Group, Inc. 2026 Proxy Statement |
Biographies of Directors Standing for Election (Class C)*
| Anthony Saravanos | | | Anthony Saravanos, age 55, has been a director of the company since May 2007 and President of Greenleaf Capital, LLC, our real estate division, since 2013. Since 2015, Mr. Saravanos has served as Chairman of the Board of BayFirst Financial Corp. (NASDAQ: BAFN) (formerly First Home Bancorp, Inc.), a Nasdaq listed bank holding company headquartered in St. Petersburg, Florida and the parent company of BayFirst National Bank., which operates 11 full-service banking offices throughout the Tampa Bay-Sarasota, Florida region and offers a broad range of commercial and consumer banking services to businesses and individuals. Mr. Saravanos has served as a director of BayFirst National Bank since 2011. Since 2001, he has been the managing partner of several commercial property entities with a combined total of 12 properties in Florida and New York. From 2005 to 2013, Mr. Saravanos served as Vice President of The Boardwalk Company, a full-service commercial real estate company, located in Palm Harbor, Florida. From 1997 to 2001, he served as District Manager, Marketing and Sales, for DaimlerChrysler Motors Corporation, Malvern, Pennsylvania. Mr. Saravanos graduated from Ursinus College, Collegeville, Pennsylvania, with a double major in Economics and Spanish. He holds a Master of Business Administration with an emphasis in marketing from Villanova University, where he was inducted into the Beta Gamma Sigma Honor Society. Mr. Saravanos also attended Quanaouac Institute, Cuernavaca, Mexico, for intensive Spanish studies and a cultural immersion program. A licensed real estate broker, Mr. Saravanos is a Certified Commercial Investment Member as well as a Certified Development Design and Construction Professional. He was named #1 Top Producer for 2010 by the Florida Gulfcoast Commercial Association of Realtors in the General Brokerage Category. From 2013 to 2020, Mr. Saravanos served as Vice President of Greek Children’s Fund of Florida. From 2018 to 2020, Mr. Saravanos served as a Trustee on the Johns Hopkins Hospital All Children’s Foundation board of directors. Skills/Qualifications: Mr. Saravanos brings considerable business, management, finance, marketing and real estate experience and business education to the Board of Directors. Real estate experience has become increasingly important to the company as it makes and considers significant real estate investments. As a district manager for DaimlerChrysler Motors Corporation he was required to read, understand and analyze financial information. His ability to analyze financial information is considered of importance in enhancing oversight of the Company’s performance, monitoring its financial disclosure, and evaluating growth opportunities. Important also, Mr. Saravanos has a substantial personal investment in the Company and he played a large role in bringing initial investors to the Company. | Director; President, Greenleaf Capital, LLC Committee: - Sustainability (Chair) Other Public Company Boards: - BayFirst Financial Corp. |
Biographies of Directors Standing for Election (Class C)*
| HCI Group, Inc. 2026 Proxy Statement | 13 |
Biographies of Directors Standing for Election (Class C)*
| Peter Politis | | | Peter Politis, age 47, joined our board of directors on June 21, 2021. Mr. Politis is a lawyer. He is the founder of and since 2007 has practiced law under Politis P.A., a boutique law firm located in Clearwater, Florida that focuses on real property acquisitions and financing, construction law, commercial leasing and choice of entity. He is also principal of Xenia Management Company, a real estate development, management and services company located in Clearwater, Florida that owns or manages over 45 properties in the United States, Canada and Greece. Since 2000, he has served in various capacities at Xenia, including as Vice President and General Counsel. Mr. Politis earned a Bachelor of Science degree with a major in Finance and a minor in Economics at the University of Florida in 2001. In addition, he earned a Master of Arts in International Business there in 2002. He earned a Juris Doctor at the University of Miami School of Law in 2004. Peter Politis is the son of Director Gregory Politis. Skills/Qualifications: Mr. Politis brings considerable business, management, legal, and real estate knowledge, education and experience to the Board of Directors. His business and management experience enhances the board’s oversight of the Company’s business performance, as he has a fundamental understanding of business operations. Moreover, experience in handling legal, financing and business aspects of real estate transactions has become increasingly important to the Company as it considers and makes significant real estate investments. | Independent Committees: - Audit |
Biographies of Directors Standing for Election (Class C)*
| 14 | HCI Group, Inc. 2026 Proxy Statement |
Biographies of Directors Continuing in Office
Biographies of Directors Continuing in Office Directors whose present terms continue until 2027 (Class A)
Biographies of Directors Continuing in Office
| Karin Coleman | | | Karin Coleman, age 65, has served as a director and the Chief Operating Officer of the Company since February 2021. In addition, Ms. Coleman serves as the Chief Executive Officer of our two principal insurance subsidiaries: Homeowners Choice Property & Casualty Insurance Company and TypTap Insurance Company. She has served as President of Homeowners Choice since 2019 and as President of TypTap since 2025. Ms. Coleman joined the Company in 2009 as Vice President of Corporate Services, overseeing strategic initiatives, human resources, regulatory and legislative affairs, vendor management and community relations. She gained the title Executive Vice President in December of 2017. Before joining HCI, Ms. Coleman served nine years as Vice President of Strategic Alliances of Take Stock in Children, located in Miami, Florida, the state’s largest public-private partnership providing college access and assistance to at-risk children. Before that, she served in various corporate roles over 13 years at Florida Progress Corporation (NYSE: FPC), a Fortune 500 diversified holding company operating electric, energy, and energy transportation companies, now part of Duke Energy. Ms. Coleman holds a Bachelor of Arts degree in International Studies from the University of South Florida and is a Certified Senior Professional in Human Resources. Skills/Qualifications: Ms. Coleman brings considerable insurance, business, marketing, legislative and human resources experience to the Board of Directors. Her knowledge and management experience enhances her oversight of the Company’s business performance, as she has an essential understanding of business operations. | Chief Operating Officer of HCI Group, Inc. President of Homeowners Choice Property & Casualty Insurance Company President of TypTap Insurance Company Committee: - Sustainability |
Biographies of Directors Continuing in Office
| HCI Group, Inc. 2026 Proxy Statement | 15 |
Biographies of Directors Continuing in Office
| Sue Watts | | | Sue Watts, age 64, joined our board of directors in April of 2019 after participating in our Board Observer Program. Since December 2021, Ms. Watts has served as President of Sapience Analytics Corporation, an advanced workforce analytics firm headquartered in McKinney, Texas. From 2017 to 2021, she served as an Executive Vice President for Capgemini SE (EPA: CAP), a global technology services and digital transformation consulting firm. From 2014 to 2017, she served as Chief Operating Officer & Corporate Officer of Business Process Outsourcing for Xerox Corporation (NYSE: XRX). From 2010 to 2014, she served as Corporate Vice President of Application Services and as Chief Executive Officer of Americas Outsourcing for Capgemini. From 2009 to 2010, she served as Vice President of Americas Global Service for Orange Business Services, a global information technology and communications services provider. From 1985 to 2009, she served in many roles at Unisys Corporation (NYSE: UIS). Ms. Watts earned her Bachelor of Science in Business from Indiana University and her Master of Business Administration from the University of Notre Dame with a concentration in Finance. Skills/Qualifications: Ms. Watts brings to our Board of Directors more than three decades of experience in business operations, information technology and leadership. We believe her knowledge and experience enhance the Board’s oversight of our management, our business operations and the development and application of our technology. | Independent Committees: - Governance & Nominating (Chair) - Audit |
Biographies of Directors Continuing in Office
| 16 | HCI Group, Inc. 2026 Proxy Statement |
Directors whose present terms continue until 2028 (Class B)
Directors whose present terms continue until 2028 (Class B)
Directors whose present terms continue until 2028 (Class B)
| Paresh Patel | | | Paresh Patel, age 63, is a founder of the company and serves as its chairman of the Board of Directors and Chief Executive Officer. He has been a director of the company since its inception and has served as the Chairman of the Board since May 2007. He has served as Chief Executive Officer since 2011. In addition, Mr. Patel, since 2012, has served as Chief Executive Officer and Chairman of the Board of Exzeo Group Inc. and its predecessors, our majority owned subsidiary which provides technology-based services to the property and casualty insurance industry. Exzeo completed an initial public offering in November of 2025. Its shares trade on the New York Stock Exchange under the ticker symbol “XZO.” Mr. Patel has broad experience in technology and finance. He developed the company’s initial insurance policy administration systems and continues to oversee the company’s use of technology. From 2011 to 2015, Mr. Patel served as Chairman of the Board of BayFirst Financial Corp., a bank holding company in St. Petersburg, Florida, and, from 2014 to 2018, served as Chairman of the Board of Directors of Oxbridge Re Holdings Limited, a Nasdaq listed Cayman Islands reinsurance holding company. He was a founder of NorthStar Bank in Tampa, Florida and from 2006 to 2010 served on the board of directors of its parent company, NorthStar Banking Corporation. Mr. Patel holds a bachelor and a master degree in electronic engineering from the University of Cambridge in the United Kingdom. Skills/Qualifications: Mr. Patel brings to the Board of Directors considerable experience in business, management, systems and technology, and because of those experiences and his education, he possesses analytical and technology skills which are considered of importance to the operations of company, the oversight of its performance and the evaluation of its future growth opportunities. Furthermore, his performance as Chief Executive Officer has indicated an in-depth understanding of the Company’s insurance business. He is a founder of the Company and has a substantial personal investment in the Company. | Chairman of the Board and Chief Executive Officer of HCI Group, Inc. Chairman of the Board and Chief Executive Officer of Exzeo Group, Inc. |
Directors whose present terms continue until 2028 (Class B)
| HCI Group, Inc. 2026 Proxy Statement | 17 |
Directors whose present terms continue until 2028 (Class B)
| Gregory Politis | | | Gregory Politis, age 74, is a founder of the Company and has been a director since its inception. He has served also as the Board’s Lead Independent Director since 2017. Mr. Politis has been in the real estate business since 1974 and is President of Xenia Management Corporation, a real estate portfolio management company he established in 1988. Mr. Politis has interests in more than 50 real estate developments in the Miami-Dade County, Orlando and Greater Tampa Bay areas as well as in Montreal, Canada. Xenia Management Corporation is not affiliated with HCI Group, Inc. During his career, Mr. Politis has developed and retained ownership of retail, office and industrial spaces, with a primary focus on buildings housing federal and state government agencies. He is a founding member of the Hellenic American Board of Entrepreneurs and a recipient of the Building Owners and Managers Association (BOMA) Building of the Year Award. Mr. Politis has served as a director of NorthStar Bank and Florida Bank, both in Tampa, Florida. Gregory Politis is the father of Director Peter Politis. Skills/Qualifications: Mr. Politis brings considerable business, management and real estate experience to the Board of Directors. His business and management experience enhances the board’s oversight of the Company’s business performance, as he has a fundamental understanding of business operations. Moreover, real estate experience has become increasingly important to the Company as it considers and makes significant real estate investments. Additionally, Mr. Politis has a substantial personal investment in the Company. | Independent Committees: - Governance & Nominating - Compensation (Chair) |
Directors whose present terms continue until 2028 (Class B)
| 18 | HCI Group, Inc. 2026 Proxy Statement |
Director Compensation
Director Compensation Directors who are employees of the Company do not receive any additional compensation for their service as directors. Our director compensation plan aligns with shareholder interests and market practice. Non-employee directors receive a cash payment of $25,000 per quarter and an annual grant of restricted stock awards. The following table sets forth information with respect to compensation earned by each of our non-employee directors during 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non- qualified Deferred Compensation Earnings | All Other Compensation(3) | Total | | Wayne Burks | $100,000 | $106,973 | — | — | — | $1,200 | $208,173 | | Jay Madhu | $100,000 | $106,973 | — | — | — | $1,200 | $208,173 | | Gregory Politis | $100,000 | $106,973 | — | — | — | $1,200 | $208,173 | | Peter Politis | $100,000 | $106,973 | — | — | — | $1,200 | $208,173 | | Lauren Valiente (4) | $50,000 | $— | — | — | — | $600 | $50,600 | | Sue Watts | $100,000 | $106,973 | — | — | — | $1,200 | $208,173 |
Director Compensation
| (1) Each non-employee director received a cash payment of $25,000 for service during each quarter or portion thereof that he or she served as a director, which includes attendance at Board and committee meetings held during 2025. |
Director Compensation
| (2) Represents the aggregate grant date fair value, calculated in accordance with Accounting Standards Codification Topic 718 – “Compensation – Stock Compensation,” of the stock awards granted during 2025. On July 21, 2025, each of the non-employee directors, with the exception of Lauren Valiente, received a restricted stock grant of 750 shares, which vest on May 22, 2026. |
Director Compensation
| (3) All Other Compensation represents dividends paid on unvested restricted shares during 2025. |
Director Compensation
| (4) Lauren Valiente is a former director who declined to run for reelection at the 2025 shareholders meeting. |
Director Compensation
The aggregate number of stock awards outstanding for each non-employee director as of December 31, 2025 was as follows:
Director Compensation
| Name | Number of Options | Number of Restricted Shares | | Wayne Burks | — | 750(1) | | Jay Madhu | — | 750(1) | | Gregory Politis | — | 750(1) | | Peter Politis | — | 750(1) | | Sue Watts | — | 750(1) |
Director Compensation
| (1) On July 21, 2025, each of the non-employee directors received a restricted stock grant of 750 shares, which vest on May 22, 2026. |
Elements of Executive Compensation
Elements of Executive Compensation The Compensation Committee uses a balanced set of pay elements to determine executive compensation levels, including base salaries, short-term cash performance bonuses and long-term equity incentives comprised of restricted stock awards and, in the case of the Chief Executive Officer, stock purchase option awards. We believe these elements create appropriate incentives for promoting strong corporate performance, aligning the interests of our executives with those of our shareholders, and enabling the Company to retain and reward outstanding executive talent. Restricted stock awards are used to align management’s interests with shareholders’ interests. Restricted stock awards granted to our named executive officers generally vest over time. The Compensation Committee may grant restricted stock awards to our named executive officers which vest when the Company’s share price reaches certain target levels on a sustained basis. These market-based restricted stock awards are viewed as a long-term compensation tool with challenging share price hurdles in order to ensure management remains highly incentivized to execute on strategic objectives and goals. In either case, the awards create a significant incentive for achieving long-term financial and strategic goals and serve to retain talented executives. When determining equity awards, the Committee considers competitive market dynamics, peer-group compensation levels and the Company’s overall financial performance. Our Chief Executive Officer is also Chief Executive Officer of Exzeo, our listed majority-owned subsidiary (NYSE: XZO). As Exzeo’s financial results are included in HCI’s consolidated financial results, our Chief Executive Officer’s compensation includes all compensation earned as Chief Executive Officer of Exzeo. Additional information will be provided throughout this section to breakout compensation earned as Chief Executive Officer of Exzeo as needed.
Benchmarking for 2025 CEO Compensation Decisions
Benchmarking for 2025 CEO Compensation Decisions To attract and retain key executives, we carefully consider our market environment when setting pay levels for our executives, recognizing that we are in a highly competitive industry in which talented people are a significant driver of value. To facilitate our evaluation of CEO compensation, we identify appropriate company peers for the purpose of comparing compensation trends, pay practices and benchmarking executive compensation. For the current year, we revised our peer group consisting of comparable companies representing the principal potential talent market: the property and casualty insurance industry and the vertical software industry. While the Company’s primary business is property and casualty insurance, its success relies heavily on the internal development and implementation of custom vertical software for the insurance industry. The peer group is comprised of the following companies.
Benchmarking for 2025 CEO Compensation Decisions
| HCI Group, Inc. 2026 Proxy Statement | 25 |
Benchmarking for 2025 CEO Compensation Decisions
| Insurance Industry *Assured Guaranty Ltd. Bowhead Specialty Holdings Inc. Employers Holdings, Inc. Horace Mann Educators Corporation *Lemonade, Inc. *Mercury General Corporation *NMI Holdings, Inc. *Palomar Holdings, Inc. Root, Inc. Safety Insurance Group, Inc *Skyward Specialty Insurance Group, Inc. *Slide Insurance Holdings, Inc. Stewart Information Services Corporation |
Benchmarking for 2025 CEO Compensation Decisions
| Software Industry *Alkami Technology, Inc. Guidewire Software, Inc. Intapp, Inc. nCino, Inc. Q2 Holdings, Inc. |
Benchmarking for 2025 CEO Compensation Decisions
| * Member of Core Peer Group. |
Benchmarking for 2025 CEO Compensation Decisions
As stated above, the companies listed above differ from those used in the prior year and are the result of an effort to refresh and update our peer group for the current year in response to growth of the Company. Due to material changes to the market, our former peers, and our own Company’s evolution, we evaluated and added companies more appropriately comparable as judged by lines of business, market capitalization, revenue, and assets. Accordingly, Assured Guaranty Ltd., NMI Holdings, Inc. and Slide Insurance Holdings, Inc. were each added to the overall peer group, as insurance industry peers, as well as to the core peer group, and Guidewire Software, Inc. was added to the overall peer group as a software industry peer, replacing CCC Intelligent Solutions Holdings Inc., which was removed from the overall peer group. The companies within our peer group are publicly held companies similar in size to our Company. Based on a $100 investment on December 31, 2020, HCI Group’s total shareholder return as of December 31, 2025 was $406 compared to $135 for its previous core peer group, and $132 for its new core peer group. Using the peer group data, the Compensation Committee will review the compensation, financial performance and shareholder returns of these companies when finalizing the total compensation award for our Chief Executive Officer in 2026. The cash bonus and total compensation for our CEO may be higher or lower than the target reference point for chief executive officers in that peer group because of factors such as performance and retention, as well as size and complexity of the job.
Benchmarking for 2025 CEO Compensation Decisions
| 26 | HCI Group, Inc. 2026 Proxy Statement |
Benchmarking for 2025 CEO Compensation Decisions
The following table shows the compensation of chief executive officers of the individual core peer group members as well as the averages for the core peer group and the overall peer group based on the disclosures in their most recently available proxy statements.
Benchmarking for 2025 CEO Compensation Decisions
| | (in $ thousands) | | | | | | | Company | Salary(1) | Cash Bonus(2) | Stock Awards | Equity Options Awards | Other | Total Compensation(3) | | HCI Group – 2025 | $950.0 | $6,950.0 | $— | $— | $336.0 | $8,236.0 | | HCI Group – 2024 | $950.0 | $3,200.0 | $15,789.0 | $— | $261.8 | $20,200.8 | | Alkami Technology, Inc – 2025 | $558.5 | $699.8 | $6,222.7 | $— | $11.1 | $7,492.1 | | Assured Guaranty, Ltd. – 2025 | $1,250.0 | $2,511.0 | $9,413.2 | $— | $667.5 | $13,841.7 | | Lemonade, Inc. – 2025 | $528.2 | $— | $— | $5,398.7 | $149.6 | $6,076.5 | | Mercury General Corporation – 2025 | $1,344.7 | $2,498.3 | $1,703.5 | $— | $44.0 | $5,590.5 | | NMI Holdings, Inc. – 2025 | $975.0 | $2,839.2 | $6,337.5 | $— | $58.0 | $10,209.6 | | Palomar Holdings, Inc. – 2025 | $1,243.3 | $3,843.3 | $3,862.3 | $— | $12.3 | $8,961.1 | | Skyward Specialty Insurance Group, Inc. – 2025 | $975.0 | $2,973.0 | $1,563.1 | $— | $— | $5,532.1 | | Slide Insurance Holdings, Inc. – 2024 | $898.9 | $14,424.9 | $5,852.0 | $— | $16.5 | $21,192.3 | | Core Peer Group Average | $971.7 | $3,723.7 | $4,369.3 | $674.8 | $122.5 | $9,313.4 | | Overall Peer Group Average | $848.3 | $2,440.3 | $5,514.8 | $379.8 | $130.2 | $9,862.0 |
Benchmarking for 2025 CEO Compensation Decisions
| (1) The amount reflected in this column for “HCI Group – 2024” and “HCI Group – 2025” includes $475,000 in salary from Exzeo (NYSE: XZO). |
Benchmarking for 2025 CEO Compensation Decisions
| (2) The amount reflected in this column for “HCI Group – 2025” includes $3,750,000 in bonus from Exzeo. |
Benchmarking for 2025 CEO Compensation Decisions
| (3) The amount reflected in this column for “HCI Group – 2024” and “HCI Group – 2025” includes $475,000 and $4,225,000, respectively, in compensation from Exzeo. |
Benchmarking for 2025 CEO Compensation Decisions
The following table summarizes the share price performance and dividend payouts of companies in our core peer group based on the disclosures in their filings with the Securities and Exchange Commission.
Benchmarking for 2025 CEO Compensation Decisions
| Company | 12/31/2025 Market Cap (in $ millions) | 12/31/2024 Stock Price | 12/31/2025 Stock Price | % Change | 2025 Dividends per Share | | HCI Group, Inc. | $2,490.5 | $116.53 | $191.69 | 64% | $1.60 | | Alkami Technology, Inc. | $2,447.8 | $36.68 | $23.07 | -37% | — | | Assured Guaranty, Ltd. | $4,061.2 | $90.01 | $89.87 | 0% | $1.36 | | Lemonade, Inc. | $5,403.1 | $36.68 | $71.18 | 94% | — | | Mercury General Corporation | $5,209.9 | $66.48 | $94.06 | 41% | $1.27 | | NMI Holdings, Inc. | $3,224.0 | $36.76 | $40.79 | 11% | — | | Palomar Holdings, Inc. | $3,573.9 | $105.59 | $134.76 | 28% | — | | Skyward Specialty Insurance Group, Inc | $2,070.5 | $50.54 | $51.11 | 1% | — | | Slide Insurance Holdings, Inc.(1) | $2,570.5 | — | $19.48 | — | — |
Benchmarking for 2025 CEO Compensation Decisions
| (1) Slide Insurance Holdings, Inc. became a publicly traded company on the Nasdaq Global Select Market under the ticker SLDE on June 18th, 2025. |
Benchmarking for 2025 CEO Compensation Decisions
The Company’s share price performance and record of consistent dividend payments have provided solid returns to shareholders, both in absolute terms and relative to the Company’s core peer group. The illustration below shows that the total shareholder return of HCI shares over the past five years has exceeded that of the Company’s overall peer group and core peer group over the same period. The Compensation Committee views total shareholder return as highly indicative of Company performance over the long-term.
Benchmarking for 2025 CEO Compensation Decisions
| HCI Group, Inc. 2026 Proxy Statement | 27 |
Benchmarking for 2025 CEO Compensation Decisions
Comparison of HCI to its overall peer group and core peer group using total shareholder return for the last five years:
2025 Executive Pay Decisions
| Name and Office | Base Salary ($) | Cash Bonus ($) | Equity Grant(a) | | Paresh Patel, Chairman and Chief Executive Officer | 950,000 | 6,950,000(b) | — | | Karin Coleman, Chief Operating Officer; President, HCPCI; President, TypTap | 500,000 | 250,000 | 1,251 | | Mark Harmsworth, Chief Financial Officer | 450,000 | 250,000 | 1,251 | | Andrew L. Graham, Vice President, General Counsel & Corporate Secretary | 400,000 | 250,000 | 1,251 | | Anthony Saravanos, President, Greenleaf Capital, LLC. | 350,000 | 200,000 | 621 |
2025 Executive Pay Decisions
| (a) Shares of HCI restricted stock. |
2025 Executive Pay Decisions
| (b) The bonus paid in 2025 consists of $3,200,000 from HCI and $3,750,000 from Exzeo, which includes a one-time bonus due to Exzeo’s initial public offering. |
2025 Executive Pay Decisions
Mr. Patel’s annual base salary consists of $475,000 from each of HCI and Exzeo. As stated above, the Compensation Committee uses a balanced set of pay elements to determine executive compensation levels, including base salaries, short-term cash performance bonuses and long-term equity incentives comprised of restricted stock awards and, in the case of the Chief Executive Officer, stock options. We believe these elements create appropriate incentives for driving strong corporate performance, align the interests of our executives with those of our shareholders, and enable us to retain and reward outstanding executive talent. In the interest of providing enhanced disclosure to our shareholders, the following will discuss the Company’s decisions and actions on each component of executive compensation.
CEO Cash Bonus and Equity Compensation
CEO Cash Bonus and Equity Compensation For 2025, the Company awarded Mr. Patel a cash bonus in the amount of $6.95 million, of which $3.20 million is from Mr. Patel’s work as Chief Executive Officer of HCI and $3.75 million is from Mr. Patel’s work as Chief Executive Officer of Exzeo. Of note, the Exzeo bonus includes a one-time component due to Exzeo’s initial public offering.
CEO Cash Bonus and Equity Compensation
| 30 | HCI Group, Inc. 2026 Proxy Statement |
CEO Cash Bonus and Equity Compensation
As has been the case in prior years, the Compensation Committee used a holistic approach to decide whether and how much cash and equity compensation to award Mr. Patel, incorporating both qualitative and quantitative factors. Factoring into this year’s consideration were record gross premiums earned of $1.2 billion, record net income of $320 million, record diluted earnings per share of $22.72, and a 42% annual return on equity. In addition, Exzeo’s Compensation Committee acknowledged the successful initial public offering of Exzeo in November 2025, culminating 14 years of internal development of this technology platform and bringing additional value to shareholders. The Compensation Committee acknowledges the unique nature of Mr. Patel’s position as CEO and visionary leader of two publicly traded companies. As a result, the Compensation Committee believes Mr. Patel’s total compensation recognizes his significant contributions to the Company’s overall success, achievement of long-term strategic goals and increase in shareholder value. Over the last several years, Mr. Patel’s total compensation has fluctuated with the Company’s financial performance, which is consistent with our pay-for-performance philosophy. The following graph shows Mr. Patel’s annual cash bonus compared with return on equity, a key performance measure.
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control Our Chief Executive Officer and Chief Financial Officer are subject to employment agreements that specify payments upon termination or a change in control of the Company.
Potential Payments Upon Termination or Change-in-Control
| HCI Group, Inc. 2026 Proxy Statement | 31 |
Potential Payments Upon Termination or Change-in-Control
Paresh Patel. In the event of termination by the Company with good cause, Mr. Patel will be paid accrued but unpaid base salary through the date of termination and will receive any life, health and disability benefit coverages for one year after termination. If termination by the Company is without good cause, or termination is pursuant to the Company’s notice of non-renewal, Mr. Patel will be paid accrued but unpaid base salary, a severance amount equal to 12 months of his base salary, and will receive life, health and disability benefit coverages for one year after termination. If Mr. Patel terminates his employment agreement without good cause, he will be paid accrued but unpaid base salary and will receive life, health and disability benefit coverages for one year after termination. If Mr. Patel terminates his employment agreement for good cause for uncured reasons enumerated in his agreement, he will be paid accrued but unpaid base salary, a severance amount equal to 12 months of his base salary, and will receive any life, health and disability benefit coverages for one year after termination. If a change of control of the Company occurs as defined in his employment agreement, Mr. Patel has the right to terminate the agreement in which case he will be paid accrued but unpaid base salary, a severance amount equal to 12 months of his base salary, and will receive continuation of his life, health and disability benefit coverages for one year after termination. Mr. Patel’s agreement additionally provides that should his employment with the Company cease, he will not, for a period of two years following termination, compete with the Company in the businesses in which the Company operates in the southeast United States. Mark Harmsworth. Under his employment agreement, in the event of termination without good cause, Mr. Harmsworth is entitled to accrued base salary, accrued vacation pay and other time off, each through the date of termination. He will also be entitled to severance compensation of his base salary for 12 months after the date of termination. If we terminate Mr. Harmsworth’s employment for good cause, he will be entitled to only accrued base salary and accrued paid time off, each through the date of termination. If Mr. Harmsworth chooses to terminate his employment, he will be entitled to accrued base salary and accrued paid time off, each through the date of termination. The agreement provides that during the time of Mr. Harmsworth’s employment and for a period of 12 months after termination of employment, he will not enter into, engage in, be employed or consult with any business that competes with HCI. Under our 2012 Omnibus Incentive Plan, restricted shares vest immediately upon a change of control unless the surviving entity assumes the obligation or issues replacement securities. Further, restricted shares vest immediately if the holder’s employment is terminated within 12 months after a change in control.
Summary Compensation Table
Summary Compensation Table The following table provides summary information concerning compensation for services rendered in all capacities awarded to, earned by or paid to our named executive officers during 2025, 2024, and 2023. Note that Securities and Exchange Commission rules require us to report stock awards at the grant-date fair value of the entire award in the year of the grant rather than reporting this expense over the service period as we do for financial reporting purposes. Fair value of stock and option awards is estimated in accordance with Accounting Standards Codification (ASC) Topic 718 Compensation—Stock Compensation. Hence, in the table below, each amount appearing under Stock Awards and Option Awards is an estimate of the award’s fair value at the grant date, regardless of whether vesting has occurred. Stock and option awards included in the summary compensation below may contain service-only or market-based vesting conditions. The fair value of awards with service-only vesting conditions is based on the value of the Company’s stock on the grant date. The fair value of awards with market-based vesting conditions requires the use of a Monte Carlo simulation model and the assistance of a third-party valuation specialist to estimate the fair value. The actual values on the vesting date will almost certainly differ from the estimated values.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | All Other Compensation(2) | Total | | Paresh Patel(1) Chief Executive Officer | 2025 | $950,000 | $6,950,000 | — | — | $336,000 | $8,236,000 | | | 2024 | $950,000 | $3,200,000 | $15,789,000 | — | $261,846 | $20,200,846 | | | 2023 | $950,000 | $800,000 | — | $1,875,000 | $37,846 | $3,662,846 | | Karin Coleman Chief Operating Officer; President of HCPCI President of TypTap | 2025 | $500,000 | $250,000 | $237,615 | — | $68,700 | $1,056,315 | | | 2024 | $500,000 | $250,000 | — | — | $68,692 | $818,692 | | | 2023 | $400,000 | $100,000 | — | — | $70,500 | $570,500 | | Mark Harmsworth Chief Financial Officer | 2025 | $450,000 | $250,000 | $237,615 | — | $67,162 | $1,004,777 | | | 2024 | $450,000 | $250,000 | — | — | $67,200 | $767,200 | | | 2023 | $350,000 | $100,000 | — | — | $67,977 | $517,977 | | Andrew L. Graham Vice President, General Counsel, and Corporate Secretary | 2025 | $400,000 | $250,000 | $237,615 | — | $68,700 | $956,315 | | | 2024 | $400,000 | $250,000 | — | — | $70,046 | $720,046 | | | 2023 | $300,000 | $100,000 | — | — | $70,500 | $470,500 | | Anthony Saravanos President, Greenleaf Capital, LLC. | 2025 | $350,000 | $200,000 | $117,953 | — | $54,700 | $722,653 | | | 2024 | $350,000 | $125,000 | — | — | $56,600 | $531,600 | | | 2023 | $300,000 | $75,000 | — | — | $59,900 | $434,900 |
Summary Compensation Table
| (1) In 2025, Mr. Patel received $475,000 in salary and $3,750,000 in bonus related to his role as Chief Executive Officer of Exzeo. In 2024, Mr. Patel received $475,000 in salary related to his role as Chief Executive Officer of Exzeo. In 2023, Mr. Patel received $475,000 in salary related to his role as Chief Executive Officer of Exzeo. |
Summary Compensation Table
| (2) In 2025, Mr. Patel received $336,000 in cash dividends on unvested restricted stock, Ms. Coleman received $54,700 in cash dividends on unvested restricted stock and $14,000 in Company contributions to our 401(k) Plan, Mr. Harmsworth received $54,700 in cash dividends on unvested restricted stock and $12,462 in Company contributions to our 401(k) Plan, Mr. Graham received $54,700 in cash dividends on unvested restricted stock and $14,000 in Company contributions to our 401(K) Plan, and Mr. Saravanos received $54,700 in cash dividends on unvested restricted stock. In 2024, Mr. Patel received $256,000 in cash dividends on unvested restricted stock and $5,846 in Company contributions to our 401(k) Plan, Ms. Coleman received $56,600 in cash dividends on unvested restricted stock and $12,092 in Company contributions to our 401(k) Plan, Mr. Harmsworth received $56,600 in cash dividends on unvested restricted stock and $10,600 in Company contributions to our 401(k) Plan, Mr. Graham received $56,600 in cash dividends on unvested restricted stock and $13,446 in Company contributions to our 401(K) Plan, and Mr. Saravanos received $56,600 in cash dividends on unvested restricted stock. In 2023, Mr. Patel received $32,000 in cash dividends on unvested restricted stock and $5,846 in Company contributions to our 401(k) Plan, Ms. Coleman received $59,900 in cash dividends on unvested restricted stock and $10,600 in Company contributions to our 401(k) Plan, Mr. Harmsworth received $59,900 in cash dividends on unvested restricted stock and $8,077 in Company contributions to our 401(k) Plan, Mr. Graham received $59,900 in cash dividends on unvested restricted stock and $10,600 in Company contributions to our 401(K) Plan, and Mr. Saravanos received $59,900 in cash dividends on unvested restricted stock. |
Summary Compensation Table
| HCI Group, Inc. 2026 Proxy Statement | 33 |
Grants of Plan-Based Awards for 2025
Grants of Plan-Based Awards for 2025 The following table sets forth information regarding all Plan-Based Awards granted to our named executive officers during 2025:
Grants of Plan-Based Awards for 2025
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | Date Authorized | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | (#) | ($/share) | ($)(1) | | Karin Coleman | 12/19/25 | 12/19/25 | — | — | — | — | — | — | 1,251(2) | — | — | 237,615 | | Mark Harmsworth | 12/19/25 | 12/19/25 | — | — | — | — | — | — | 1,251(2) | — | — | 237,615 | | Andrew Graham | 12/19/25 | 12/19/25 | — | — | — | — | — | — | 1,251(2) | — | — | 237,615 | | Anthony Saravanos | 12/19/25 | 12/19/25 | — | — | — | — | — | — | 621(2) | — | — | 117,953 |
Grants of Plan-Based Awards for 2025
| (1) Represents the aggregate grant date fair value, calculated in accordance with ASC Topic 718, of the stock award granted in 2025. |
Grants of Plan-Based Awards for 2025
| (2) On December 19, 2025, the named executive officer received a restricted stock grant. The shares will vest in equal increments on October 23, 2026, October 23, 2027, and October 23, 2028. The officer has all the rights of a shareholder in connection with the restricted shares including the right to receive dividends at the same rate applicable to all common shareholders. |
Grants of Plan-Based Awards for 2025
| 34 | HCI Group, Inc. 2026 Proxy Statement |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 In February 2021, the Company awarded restricted equity grants to our named executive officers as part of a one-time multi-year program in order to incentivize our management team to achieve full realization of the value of certain strategic initiatives. These restricted equity grants included market-based vesting conditions with share price hurdles of $105 and $140 at the date of the grant, with a one-year vesting period once the respective price target was reached. Furthermore, vesting was triggered only if share price hurdles were met for 30 consecutive days. During 2021, the $105 market-based condition was met and the shares vested during 2022. During 2025, the $140 market-based condition was met in May 2025 and the shares will vest if the named executive officers remain an employee twelve months following the date the condition was met (and such shares are reflected in the table below). In addition, our Chief Executive Officer’s market-based Exzeo restricted equity grants vested as a result of Exzeo’s initial public offering during November 2025. See the tables that follow for additional information. The following table sets forth information regarding outstanding stock option and restricted stock awards held by our named executive officers as of December 31, 2025, including the number of shares underlying both exercisable and unexercisable portions of each option as well as the exercise price and expiration date of each outstanding option:
Outstanding Equity Awards as of December 31, 2025
| Name | Number of Securities Underlying Unexercised Options - Exercisable | Number of Securities Underlying Unexercised Options - Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(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 ($) | | Paresh Patel | 110,000(2) | — | — | $40 | 1/7/2027 | — | — | — | — | | | 110,000(2) | — | — | $40 | 2/8/2028 | — | — | — | — | | | 110,000(2) | — | — | $53 | 1/15/2029 | — | — | — | — | | | 110,000(2) | — | — | $48 | 1/16/2030 | — | — | — | — | | | 150,000(2) | — | — | $70 | 9/15/2033 | — | — | — | — | | | 5,000,000(3) | — | — | $23 | 10/1/2031 | — | — | — | — | | | — | — | — | — | — | 10,000(4) | 1,916,900 | — | — | | | — | — | — | — | — | 200,000(5) | 35,722,000 | — | | | Karin Coleman | — | — | — | — | — | 34,000(4) | 6,517,460 | — | — | | | — | — | — | — | — | 1,251(6) | 239,804 | — | — | | Mark Harmsworth | — | — | — | — | — | 34,000(4) | 6,517,460 | — | — | | | — | — | — | — | — | 1,251(6) | 239,804 | — | — | | Andrew L. Graham | — | — | — | — | — | 34,000(4) | 6,517,460 | — | — | | | — | — | — | — | — | 1,251(6) | 239,804 | — | — | | Anthony Saravanos | — | — | — | — | — | 34,000(4) | 6,517,460 | — | — | | | — | — | — | — | — | 621(6) | 119,039 | — | — |
Outstanding Equity Awards as of December 31, 2025
| (1) The market value for shares of restricted stock that have not yet vested was determined using the closing market price of our common stock on December 31, 2025, which was $191.69, unless otherwise noted. |
Outstanding Equity Awards as of December 31, 2025
| (2) On January 7, 2017, Mr. Patel was granted 110,000 stock options with an exercise price of $40 and an expiration date of January 7, 2027. On February 8, 2018, Mr. Patel was granted 110,000 stock options with an exercise price of $40 and an expiration date of February 8, 2028. On January 15, 2019, Mr. Patel was granted 110,000 stock options with an exercise price of $53 and an expiration date of January 15, 2029. On January 16, 2020, Mr. Patel was granted 110,000 stock options with an exercise price of $48 and an expiration date of January 16, 2030. On September 15, 2023, Mr. Patel was granted 150,000 stock options with an exercise price of $70 and an expiration date of September 15, 2033. |
Outstanding Equity Awards as of December 31, 2025
| (3) Represents stock options granted by Exzeo. On October 1, 2021, Mr. Patel was granted 5,000,000 stock options in Exzeo with an exercise price of $23 and an expiration date of October 1, 2031. These Exzeo stock options cannot be exercised without approval from HCI’s Board of Directors. |
Outstanding Equity Awards as of December 31, 2025
| HCI Group, Inc. 2026 Proxy Statement | 35 |
Outstanding Equity Awards as of December 31, 2025
| (4) On February 26, 2021, the named executive officer was granted shares of restricted stock that will vest, if ever, on the first anniversary of the date on which the Company stock value equals or exceeds $140 for 30 consecutive trading days. This market-based vesting condition was satisfied in May 2025 and the shares will vest if the named executive officer remains an employee twelve months following the date the condition was met. The named executive officer has all the rights of a shareholder in connection with the restricted shares including the right to receive dividends at the same rate applicable to all common shareholders. |
Outstanding Equity Awards as of December 31, 2025
| (5) On April 17, 2024, Mr. Patel was granted 200,000 shares of restricted stock subject to a vesting condition dependent on the stock reaching a value of $200 or more for 30 consecutive trading days. If the condition is satisfied, the shares will vest over the following two to three years according to a predetermined vesting schedule. Mr. Patel has all the rights of a shareholder in connection with the restricted shares including the right to receive dividends at the same rate applicable to all common shareholders. The market value of these restricted shares with market-based vesting conditions that have not yet vested was determined by using a Monte Carlo simulation method, which calculates many potential outcomes for an award and then establishes fair value based on the most likely outcome. The fair value calculated for these restricted shares was $178.61 per share as of December 31, 2025. |
Outstanding Equity Awards as of December 31, 2025
| (6) On December 19, 2025, the named executive officer received a restricted stock grant. The shares will vest in equal increments on October 23, 2026, October 23, 2027, and October 23, 2028. The grantee has all the rights of a shareholder in connection with the restricted shares including the right to receive dividends at the same rate applicable to all common shareholders. |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table sets forth information regarding option exercises and stock vested by our named executive officers during 2025:
Option Exercises and Stock Vested in 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Paresh Patel | — | — | 1,326,274(1) | 27,021,078 | | Karin Coleman | — | — | 750(2) | 90,998 | | Mark Harmsworth | — | — | 750(2) | 90,998 | | Andrew L. Graham | — | — | 750 | 90,988 | | Anthony Saravanos | — | — | 750(2) | 90,988 |
Option Exercises and Stock Vested in 2025
| (1) Mr. Patel vested in 1,326,274 shares of Exzeo’s common stock, of which 1,274,720 included market-based vesting conditions requiring Exzeo’s stock value to exceed $15 or $20. These market-based vesting conditions were satisfied upon Exzeo’s initial public offering. |
Option Exercises and Stock Vested in 2025
| (2) For each named executive officer, 223 of these shares were surrendered to cover the named executive officer’s federal income tax liability, resulting in a net issuance of 527 shares of HCI’s common stock. The market value of the shares surrendered was approximately $27,057. |
CEO Pay Ratio
CEO Pay Ratio In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of SEC Regulation S-K, we are providing the following information about the ratio of the total annual compensation of our Chief Executive Officer, Paresh Patel, to the total annual compensation of our median employee. For 2025:
CEO Pay Ratio
| • | Our median employee’s total annual compensation (excluding our Chief Executive Officer) was $79,272 |
CEO Pay Ratio
| • | Our Chief Executive Officer’s total annual compensation was $8,236,000 |
CEO Pay Ratio
| • | The ratio of our Chief Executive Officer’s to our median employee’s total annual compensation was 103.9 to 1 |
CEO Pay Ratio
We determine the median employee every three years unless there has been a change in our employee population, compensation arrangements, or the median employee’s circumstances that we reasonably believe would result in a significant change to our CEO pay ratio disclosure. In determining the median employee, we prepared a consolidated list of U.S. and non-U.S. full-time, part-time, seasonal, and temporary employees as of December 31, 2025, which consisted of a total of 646 employees with 538 located in the United States and 108 located in India. We then identified our median employee based on total annual compensation calculated with the same methodology used for our named executive officers as set forth in our Summary Compensation Table. The components used to determine total annual compensation were annualized for those employees who were not employed for the full year of 2025. We did not adjust for the difference in cost of living between India and the Chief Executive Officer’s jurisdiction. The median employee is based in the United States. We believe that the pay ratio presented above is a reasonable estimate. Because the Securities and Exchange Commission rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, this pay ratio may not be comparable to the pay ratio reported by other companies.
CEO Pay Ratio
| HCI Group, Inc. 2026 Proxy Statement | 37 |
Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (2) | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs (3) | HCI Group Total Share- holder Return (4) | Core Peer Group Total Share- holder Return (5) | Net Income (in thousands) (6) | Relative Total Shareholder Return (percentile) (7) | | | 2025 | $8,236,000 | $55,287,300 | $935,015 | $4,642,788 | $406 | $132 | $320,395 | 100 | th | | 2024 | $20,200,846 | $21,509,410 | $709,385 | $1,650,004 | $244 | $118 | $127,581 | 80 | th | | 2023 | 3,662,846 | 8,450,192 | 498,469 | 2,040,888 | $180 | $70 | 89,257 | 100 | th | | 2022 | 1,031,115 | (23,921,916) | 450,085 | (2,249,190) | $79 | $31 | (54,603) | 100 | th | | 2021 | 7,736,699 | 29,124,167 | 2,819,434 | 5,193,003 | $163 | 51 | 7,242 | 100 | th |
Pay versus Performance Table
| 1) | Paresh Patel was our Chief Executive Officer in all years reported. |
Pay versus Performance Table
| 2) | Compensation Actually Paid was calculated by beginning with the total amount reported in the Summary Compensation Table (SCT) for the applicable year and (i) subtracting the grant date fair value of stock and option awards as disclosed in the SCT, (ii) adding the year-end fair value of stock and option awards granted in the covered year that remained unvested at the end of the covered year, (iii) adding or subtracting the change in fair value of stock and option awards granted in prior years that remained unvested at the end of the covered year, (iv) adding or subtracting the change in fair value of stock and option awards granted in prior years that vested in the covered year, (v) adding the fair value on the vesting date of stock or option awards granted and vested in the covered year, and (vi) subtracting the fair value of stock or option awards at the end of the prior year that were forfeited during the covered year. Fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP. |
Pay versus Performance Table
| 3) | CAP for the other named executive officers was calculated in the same manner as described above for the CEO, except the amounts were averaged for each year. The names of each of our named executive officers (excluding Mr. Patel) included for the purpose of calculating the average amounts for each applicable year are Karin Coleman, Mark Harmsworth, Andrew Graham, and Anthony Saravanos. |
Pay versus Performance Table
| 4) | HCI’s Total Shareholder Return (“TSR”) represents the cumulative investment return of an initial fixed $100 investment in our common stock on December 31, 2020, assuming reinvestment of all dividends, through the end of the covered fiscal year. HCI’s TSR reflected in the table above may not be indicative of future performance. |
Pay versus Performance Table
| 5) | Core Peer Group TSR represents the combined cumulative investment return of an initial fixed $100 investment in each of the companies comprising our core peer group, weighted by market capitalization at the beginning of each year. For the years 2021 to 2022, our core peer group consisted of Universal Insurance Holdings, Inc., Heritage Insurance Holdings, Inc., United Insurance Holdings Corporation, and FedNat Holding Company. For 2023, our core peer group consisted of Universal Insurance Holdings, Inc., Heritage Insurance Holdings, Inc., and American Coastal Insurance Corporation. For 2024, our core peer group consisted of Skyward Specialty Insurance Group, Inc., Palomar Holdings, Inc., Mercury General Corporation, Lemonade, Inc., and Alkami Technology, Inc. For 2025, our core peer group consisted of Skyward Specialty Insurance Group, Inc., Palomar Holdings, Inc., Mercury General Corporation, Lemonade, Inc., Alkami Technology, Inc., Assured Guaranty, LTD, NMI Holdings, Inc., and Slide Insurance Holdings, Inc. |
Pay versus Performance Table
| 6) | Represents net income as reported in our Form 10-K for the applicable year. |
Pay versus Performance Table
| 7) | Total Shareholder Return, relative to our core peer group, is our Company selected financial performance measure that we believe is most important in influencing named executive officer pay. |
Pay versus Performance Table
CAP may differ significantly from compensation reported in the SCT appearing previously in this document primarily due to changes in the fair value of vested and unvested equity awards granted in prior years. The value of these awards is dependent on the underlying stock price which will fluctuate.
Pay versus Performance Table
| 38 | HCI Group, Inc. 2026 Proxy Statement |
Pay versus Performance Table
Reconciliation of SCT Total for CEO to Compensation Actually Paid to CEO:
Pay versus Performance Table
| | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total | $8,236,000 | $20,200,846 | $3,662,846 | $1,031,115 | $7,736,699 | | Subtract: grant date fair value of stock and option awards granted as disclosed in the SCT | 0 | (15,789,000) | (1,875,000) | 0 | (6,873,468) | | Add: year-end fair value of stock and option awards granted in the covered year that remained unvested at the end of the covered year | 0 | 17,040,500 | 0 | 0 | 21,882,036 | | Add or subtract: change in fair value of stock and option awards granted in prior years that remained unvested at the end of the covered year | 19,770,400 | 203,121 | 1,711,638 | (19,815,803) | 6,065,125 | | Add or subtract: change in fair value of stock awards and option awards granted in prior years that vested in the covered year | 27,280,900 | (146,057) | 185,208 | (5,137,228) | 313,775 | | Add: fair value on vesting date of stock or option awards granted and vested in the covered year | 0 | 0 | 4,765,500 | 0 | 0 | | Subtract: fair value of stock or option awards at the end of the prior year that were forfeited during the covered year | 0 | 0 | 0 | 0 | 0 | | CAP | $55,287,300 | $21,509,410 | $8,450,192 | $(23,921,916) | $29,124,167 |
Pay versus Performance Table
| HCI Group, Inc. 2026 Proxy Statement | 39 |
Pay versus Performance Table
Reconciliation of average SCT Total for other Named Executive Officers to Compensation Actually Paid to other NEOs:
Pay versus Performance Table
| | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total | $935,015 | $709,385 | $498,469 | $450,085 | $2,819,434 | | Subtract: grant date fair value of stock and option awards granted as disclosed in the SCT | (207,700) | 0 | 0 | 0 | (2,392,760) | | Add: year-end fair value of stock and option awards granted in the covered year that remained unvested at the end of the covered year | 209,613 | 0 | 0 | 0 | 4,525,780 | | Add or subtract: change in fair value of stock and option awards granted in prior years that remained unvested at the end of the covered year | 3,702,260 | 919,448 | 1,505,169 | (1,632,056) | 164,010 | | Add or subtract: change in fair value of stock awards and option awards granted in prior years that vested in the covered year | 3,600 | 21,171 | 37,250 | (1,067,219) | 76,539 | | Add or subtract: fair value on vesting date of stock or option awards granted and vested in the covered year | 0 | 0 | 0 | 0 | 0 | | Subtract: fair value of stock or option awards at the end of the prior year that were forfeited during the covered year | 0 | 0 | 0 | 0 | 0 | | CAP | $4,642,788 | $1,650,004 | $2,040,888 | $(2,249,190) | $5,193,003 |
Financial Performance Measures Used to Link Company Performance and Compensation Actually Paid
Financial Performance Measures Used to Link Company Performance and Compensation Actually Paid The following is a list of financial performance measures which in our assessment represent the most important performance measures that influence compensation actually paid to the named executive officers for 2025:
Financial Performance Measures Used to Link Company Performance and Compensation Actually Paid
| • | Relative Total Shareholder Return |
Financial Performance Measures Used to Link Company Performance and Compensation Actually Paid
| • | Net Income |
Financial Performance Measures Used to Link Company Performance and Compensation Actually Paid
| • | Return on Equity |
Financial Performance Measures Used to Link Company Performance and Compensation Actually Paid
| • | Gross Premiums Earned |
Financial Performance Measures Used to Link Company Performance and Compensation Actually Paid
| 40 | HCI Group, Inc. 2026 Proxy Statement |
Board of Directors
Board of Directors HCI conducts business through its officers and other employees under the direction of the Chief Executive Officer and with the oversight of the Board of Directors to enhance the long-term value of the Company for its shareholders. The members of the Board of Directors are periodically elected by the shareholders to oversee management and to ensure that the long-term interests of the Company and its shareholders are being served. Each director is expected to perform as a director in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the director reasonably believes to be in the best interests of the Company.
Compensation Committee
| • | Reviewing and approving compensation of outside directors |