DEF 14A of Exzeo Group, Inc.
Filed Apr 29, 2026 · FY20250001193125-26-191689
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Board Recommendation | Page Number | | FOR EACH NOMINEE | 7 - 14 |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
Following a review of the individual and collective qualifications, skills, experience, and contributions of the members of the Board, the Board nominated two current Class A directors for election at the 2026 Annual Meeting. In making these nominations, the Board considered, among other factors, each nominee’s leadership experience, industry knowledge, judgment, integrity, and ability to devote sufficient time and attention to Board matters. The Board believes that the director nominees provide continuity, strategic leadership, and significant Company specific and industry experience, and are well positioned to continue to effectively oversee Exzeo’s business and serve the best interests of shareholders. Directors elected at an Annual Meeting serve until the Annual Meeting held in the third year following their election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
PROPOSAL NO. 1 – ELECTION OF DIRECTORS The Board believes that a strong governance framework and diverse perspectives contribute to effective oversight and long-term shareholder value creation. The following highlights key attributes of Exzeo’s Board as of or for the fiscal year ended December 31, 2025, unless otherwise indicated.
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| 10 | 67% | 4 of 6 | | full board meetings held in 2025 | of directors contribute to gender or ethnic diversity | directors are independent |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Independence | Best Practices | | A majority of our directors are independent | Active Board oversight of strategy, risk management, and financial reporting | | Independent directors support oversight of strategy, risk management and financial reporting | Ongoing focus on cybersecurity, data governance, and operational risk | | Independent oversight through Audit, Compensation, and Nominating and Corporate Governance Committees | Strong alignment between executive compensation and performance | | Board Committees authorized to retain independent advisors at Exzeo’s expense | Regular review of Board composition and skills to support strategic objectives | | Regular executive sessions of independent directors | High levels of director engagement and meeting attendance |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Accountability | Shareholder Rights | | Directors elected to defined terms under Exzeo’s classified Board structure | One share, one vote structure | | Annual self-evaluations conducted by the Board and its Committees | No supermajority requirements | | Oversight of executive performance and succession planning | Shareholders may vote by proxy, via the internet, by telephone, or in person at the Annual Meeting | | Commitment to transparent disclosure and shareholder communication | Regular engagement with shareholders on governance and compensation matters |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF TWO CURRENT CLASS A DIRECTORS, EACH TO SERVE A THREE-YEAR TERM UNTIL THE 2029 ANNUAL MEETING OF SHAREHOLDERS AND UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIED, OR UNTIL SUCH DIRECTOR’S EARLIER RESIGNATION, RETIREMENT, OR REMOVAL. |
SUMMARY INFORMATION ABOUT DIRECTORS
SUMMARY INFORMATION ABOUT DIRECTORS The following table provides summary information regarding our two director nominees and continuing tenures.
SUMMARY INFORMATION ABOUT DIRECTORS
| Name | | Age | Current Position | Independent | Audit | Comp | NCG | Director Since(1) | | Nominees for Election (Class A): | | | | | | | | | | | Paresh Patel | 63 | Chief Executive Officer and Chairman of the Board, Exzeo Group, Inc. Also serves as Chairman and Chief Executive Officer of HCI Group, Inc. | — | — | — | — | 2020 | | | Irene Hurst | 67 | Retired | Director; Former Academic Director, Muma College of Business at the University of South Florida | ❖ | — | — | ✔ | 2021 | | Continuing Directors (Class B and C): | | | | | | | | | | | Kevin Mitchell | 46 | President and Director; Exzeo Group, Inc. | — | — | — | — | 2021 | | | Robert A. Lopes, Jr. | 62 | Retired | Director; Former Chief Human Resources Officer, Randstad, Board Member, Alight, Inc. | ❖ | ✔ | ⚫ | — | 2021 | | | James Macchiarola | 77 | Retired | Director; Former Corporate Executive, Orange Business Services | ❖ | ✔ | ✔ | ⚫ | 2020 | | | Loreen Spencer | 60 | Retired | Director; Former Audit Partner, Deloitte & Touche LLP; Board Member Superior Group of Companies; Raymond James Bank | ❖ | ⚫ | ✔ | — | 2021 | | Comp: Compensation NCG: Nominating and Corporate Governance | | | | | | | | | | ⚫ Committee Chair ✔ Committee Member | | | | | | | | |
Board of Directors
Board of Directors The Board oversees the business and affairs of Exzeo providing strategic oversight and monitoring management’s performance. Directors are expected to act in good faith, exercising the care that an ordinarily prudent person in a similar position would under comparable circumstances, and in a manner, they reasonably believe to be in the best interests of Exzeo and its shareholders.
Board Meetings
Board Meetings The Board oversees the management of Exzeo and provides strategic guidance, risk oversight, and accountability on behalf of our shareholders. The Board meets regularly, with additional meetings scheduled as needed to address the operational developments, strategic initiatives, and other matters requiring Board attention. Directors are expected to attend all scheduled meetings, prepare in advance by reviewing materials provided to them, and participate actively in Board and committee deliberations. The Board met ten times during 2025 and acted by unanimous written consent when appropriate. During 2025, each director attended 100% of the aggregate number of meetings of the Board and the committees on which he or she served, in each case, while the director was on the Board or such committees. Directors are expected to attend each Annual Meeting of Shareholders. The Board’s core responsibilities include:
Board Meetings
| • | Selecting, evaluating and overseeing the Chief Executive Officer. |
Board Meetings
| • | Providing guidance on the selection, development and compensation of senior management. |
Board Meetings
| • | Reviewing and approving the Company’s business strategy and major corporate actions. |
Board Meetings
| • | Overseeing the Company’s processes for identifying and managing key risks. |
Board Meetings
| • | Ensuring the integrity of the Company’s financial statements; internal controls, compliance programs, and ethical standards. |
Board Meetings
Members of the Board are encouraged to communicate with management and with one another between formal meetings to remain informed on Company matters and to support effective governance. We maintain a staggered board of directors comprised of six directors divided into three classes. Currently, two directors are in each of Class A, Class B and Class C. Directors serve staggered three-year terms and continue in office until their successors are duly elected and qualified or until earlier resignation, retirement, or removal. At the Annual Meeting, the terms of our current Class A directors, Mr. Patel and Ms. Hurst, will expire and our shareholders will elect two Class A directors to serve until our 2029 annual meeting of shareholders, and, in each case, until their successors are duly elected and qualified. The individuals named as proxy voters in the accompanying proxy, or their substitutes, will vote for the Board’s nominees with respect to all proxies we receive unless instructions to the contrary are provided. If any nominee becomes unavailable for any reason, the votes will be cast for a substitute nominee designated by our Board. Our directors have no reason to believe that the nominees named below will be unable to serve if elected. The following sets forth certain information, as of April 29, 2026, about the Board’s nominees for election at the Annual Meeting and each director of our Company whose term will continue after our Annual Meeting.
Biographies of Director Nominees for Election (Class A)
Biographies of Director Nominees for Election (Class A)
Biographies of Director Nominees for Election (Class A)
| | | Paresh Patel | | | | Director Since: 2020 • Not Independent | | | | Mr. Patel has extensive senior leadership experience across technology, insurance, financial services, and operations. Mr. Patel has served as CEO and Chairman of the Board of Exzeo since founding the company in 2020, and served as President through December 2024. As the founder of Exzeo and architect of its technology platform, he brings deep expertise in systems design, data-driven operations, and scalable insurance solutions. He is also Chairman and CEO of HCI, Exzeo’s majority shareholder, where he has served as a director since its formation, as Chairman since 2007, and CEO since 2011. His experience building advanced policy and claims platforms provides the Board with critical insight into Exzeo’s operational priorities, product strategy, and competitive position. | | Committee(s): | | Professional Experience | | | None | Chairman and Chief Executive Officer, Exzeo Group, Inc. (2020–Present) Chairman and Chief Executive Officer, HCI Group, Inc. (2011–Present as CEO; Chairman since 2007) Chairman of the Board, First Home Bancorp, Inc. (2011–2015) Founder and Director, NorthStar Bank / NorthStar Banking Corporation (2006–2010) Education Mr. Patel holds a Bachelor’s and Master’s degree from the University of Cambridge, United Kingdom. | | Director Qualifications: | | | | | CEO Leadership Operations & Management Experience Public Company Board Service Financial Experience Gender / Ethnic Diversity Insurance Technology Industry Background | | | Other Public Board Services: (within last 5 years) | | | | | HCI Group, Inc (NYSE: HCI) | |
Biographies of Director Nominees for Election (Class A)
| | | Irene Hurst | | | | Director Since: 2021 • Independent | | | | Ms. Hurst brings extensive experience in business education, program leadership, and small business advisory services. From 2021 until her retirement in 2026, she served as Director of Operations for the University of South Florida’s Center for Analytics and Creativity, where she oversaw leadership and data science programs, including the Citizen Data Science Certificate. Her prior leadership at USF, including Director of the MBA and Executive MBA programs, Director of Graduate Studies for the Muma College of Business and Director of the Small Business Development Center programs, and provide the Board with valuable perspective on workforce development, data-driven decision making and organizational growth. | | Committee(s): Nominating and Corporate Governance | | Professional Experience Director of Operations, University of South Florida (2021–2026 | Retired) Director of Graduate Studies, University of South Florida (2019-2020) Director of the MBA and Executive MBA programs, University of South Florida (2008–2018) Director of Small Business Development Center, University of South Florida (1997–2007) Education Ms. Hurst holds a Bachelor’s degree from the University of Indonesia and an MBA from the University of South Florida. | | Director Qualifications: | | | | | Operations & Management Experience Financial Experience Gender / Ethnic Diversity | | | Other Public Board Services: (within last 5 years) | | | | | None | |
Biographies of Director Nominees for Election (Class A)
Directors standing for election at the Annual Meeting will be elected by a plurality of the votes cast at the Annual Meeting by the shares entitled to vote in the election of directors.
Biographies of Directors Continuing in Office (Class B; Terms Ending 2027)
Biographies of Directors Continuing in Office (Class B; Terms Ending 2027)
Biographies of Directors Continuing in Office (Class B; Terms Ending 2027)
| | | Robert A. Lopes, Jr. | | | | Director Since: 2021 • Independent | | | | Mr. Lopes, Jr. brings more than 35 years of executive leadership experience in human resources, outsourcing, and technology-enabled services across global organizations. He has served as director of Exzeo since 2021 and currently serves on the Boards of Alight, Inc. and Wilson. His prior executive leadership roles include Chief Human Resources Officer of Randstad North America and President and Chief Executive Officer of Vertitude, Inc. He provides the Board with valuable insight into human capital strategy, workforce development, and operational leadership. | | Committee(s): | | Professional Experience | | | Audit Compensation – Chair | Chief Human Resources Officer, Randstad North America (2020–2024) President, Randstad Sourceright – North America Group (2015–2020) Chief Executive Officer, Acclaris (2005–2015) President and Chief Executive Officer, Vertitude, Inc. (prior to 2014) Board of Directors, Wilson Human Capital Group, Inc. (2024–Present) Board of Directors, Alight, Inc. (2025–Present) Education Mr. Lopes holds a Business Degree from the University of Notre Dame. | | Director Qualifications: | | | | | Operations & Management Experience Public Company Board Service Financial Experience CEO Leadership Gender / Ethnic Diversity Insurance Technology Industry Background | | | Other Public Board Services: (within last 5 years) | | | | | Alight, Inc. (NYSE: ALIT) | |
Biographies of Directors Continuing in Office (Class B; Terms Ending 2027)
| | | Kevin Mitchell | | | | Director Since: 2021 • Not Independent | | | | Mr. Mitchell brings executive leadership experience across insurance, financial services, reinsurance placement, and capital markets. As President of Exzeo, he plays a key role in shaping Exzeo’s operational strategy, carrier partnerships, and commercial execution. His prior leadership roles at TypTap Insurance Company and HCI provide the Board with valuable insight into property and casualty insurance operations, reinsurance, and strategic growth. TypTap Insurance Company is one of the two active insurance company subsidiaries of HCI, for which a subsidiary of Exzeo has served as exclusive managing general agent since 2016. | | Committee(s): | | Professional Experience | | None | | President, Exzeo Group, Inc. (2024–Present) Executive Vice President, Exzeo Group, Inc. (2021–2024) President, TypTap Insurance Company (2019–2025) Senior Vice President, HCI Group, Inc. (2016–2019) Area Director & Producer, Arthur J. Gallagher & Co. (2008–2013) Education Mr. Mitchell holds a Bachelor’s degree from Bowling Green State University. | | Director Qualifications: | | | | | Operations & Management Experience Financial Experience Insurance Technology Industry Background | | | Other Public Board Services: (within last 5 years) | | | | | None | |
Biographies of Directors Continuing in Office (Class C; Terms Ending 2028)
Biographies of Directors Continuing in Office (Class C; Terms Ending 2028)
Biographies of Directors Continuing in Office (Class C; Terms Ending 2028)
| | | James Macchiarola | | | | Director Since: 2020 • Independent | | | | Mr. Macchiarola has decades of senior leadership experience in information technology, communications services, and systems integration. From 1999 until his retirement in 2015, he held multiple executive roles at Orange Business Services, including Vice President and Head of North American Equipment Resales and Integration Services. His prior service as Chief Operating Officer of TechForce and leadership roles at Racal Datacom, AT&T Paradyne, and IBM, together with his service as a director of HCI from 2013 to 2021, provided the Board with valuable insight into technology operations and services leadership. | | Committee(s): | | Professional Experience | | | Nominating and Corporate Governance – Chair Audit Compensation | Vice President and Head of North American Equipment Resales and Integration Services, Orange Business Services (2009–2015) Area Sales Vice President – U.S. East Coast and Canada, Orange Business Services (2007–2009) Head of Integration Services Sales, Orange Business Services (2003–2007) Head of Service Operations for the Americas, Orange Business Services (1999–2003) Chief Operating Officer, TechForce Corp. (1994–1999) | | Director Qualifications: | | | | | Operations & Management Experience Insurance Technology Industry Background Financial Experience | | | Other Public Board Services: (within last 5 years) | | | | | None | |
Biographies of Directors Continuing in Office (Class C; Terms Ending 2028)
| | | Loreen Spencer | | | | Director Since: 2021 • Independent | | | | Ms. Spencer has nearly three decades of experience in accounting, audit, and financial oversight. A Certified Public Accountant, she served as an Audit Partner at Deloitte & Touche LLP from 1987 until her retirement in 2016, auditing clients including Florida-based insurance companies. Her current service as a director and audit committee chair of Superior Group of Companies, Inc. and as a member of the Board and audit and risk committee of Raymond James Bank, provides the Board with valuable experience in financial oversight, risk management, and audit matters. | | Committee(s): | | Professional Experience | | | Audit – Chair Compensation | Audit Partner, Deloitte & Touche LLP (1987–2016) Board of Directors, Raymond James Bank (2017– Present) Board of Directors, Superior Group of Companies, Inc. (2024–Present) Education Ms. Spencer holds a Bachelor’s and Master’s degree from the University of Florida. | | Director Qualifications: | | | | | Operations & Management Experience Gender / Ethnic Diversity Public Company Board Service Financial Experience | | | Other Public Board Services: (within last 5 years) | | | | | Superior Group of Companies, Inc. (NASDAQ: SGC) | |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Directors who are employees of Exzeo do not receive any additional compensation for their service on the Board. Compensation for non-employee directors is established by the Board upon recommendation of the Compensation Committee and is intended to align the interests of directors and shareholders, reflect competitive market practices, and support Exzeo’s ability to attract and retain qualified directors. Exzeo has historically compensated non-employee directors through a combination of cash retainers and equity awards for Board and committee service. The Board reviews non-employee director’s compensation periodically and may adjust the program to reflect market data, governance practices, and Exzeo’s stage of development. For fiscal year 2025, each non-employee director received an annual cash retainer of $50,000 for Board service. No additional retainers were paid for committee service or for service as chairs of any Board committee, and no equity awards were granted to non-employee directors during 2025.
Director Compensation for fiscal year 2025
Director Compensation for fiscal year 2025 Restricted stock awards to non-employee directors, if granted, are awarded under our 2025 Omnibus Incentive Plan at the discretion of the Compensation Committee. The Compensation Committee reviews director compensation annually and may consider equity awards to non-employee directors in connection with that review. The timing, size, and terms of any such awards remain within the discretion of the Compensation Committee. The following table sets forth the compensation earned by each non-employee director during fiscal year 2025:
Director Compensation for fiscal year 2025
| Name | Fees Earned Or Paid In Cash (1) | Stock Awards | Total | | Irene Hurst | $50,000 | $- | $50,000 | | James Macchiarola | $50,000 | $- | $50,000 | | Loreen Spencer | $50,000 | $- | $50,000 | | Robert A. Lopes, Jr. | $50,000 | $- | $50,000 |
Director Compensation for fiscal year 2025
(1) Each non-employee director received an annual cash retainer of $50,000 for Board service during 2025. No additional retainers were paid for committee service or for service as any chair of any Board committee, and no stock awards were granted to non-employee directors during 2025.
Director Compensation Limit
Director Compensation Limit Under the Exzeo Group, Inc. 2025 Omnibus Incentive Plan, the total compensation payable to any non-employee director for service in such capacity during any year is limited to $300,000, consisting of the sum of (i) the grant date fair value of equity awards granted under the plan, determined in accordance with U.S. GAAP, and (ii) any cash compensation paid for such service.
Board of Directors
Board of Directors
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation awarded to Exzeo’s NEOs for the years ended December 31, 2025, and 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary (1) | Bonus | Stock Awards (2) | All Other Compensation (3) | Total | | Paresh Patel, Chief Executive Officer | 2025 | $475,000 | $3,750,000(4) | - | - | $4,225,000 | | | 2024 | $475,000 | - | - | - | $475,000 | | Kevin Mitchell, President | 2025 | $442,000 | $500,000(4) | $244,946 | $12,580 | $1,199,526 | | | 2024 | $439,385 | $250,000 | $450,000 | $13,800 | $1,153,185 | | Suela Bulku, Chief Financial Officer | 2025 | $300,000 | $450,000(4) | $196,192 | $11,539 | $957,731 | | | 2024 | $258,462 | $200,000 | $288,000 | $9,938 | $756,400 |
Summary Compensation Table
(1) Represents base salary earned during the applicable year. (2) Represents the aggregate grant date fair value of restricted stock awards granted during the applicable year. (3) Represents employer contributions to benefit plans and other compensation required to be disclosed under SEC rules. (4) Includes supplemental one-time bonus related to our IPO.
Outstanding Equity Awards at Year End
Outstanding Equity Awards at Year End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025. The awards consisted of restricted stock awards granted under the Exzeo 2025 Omnibus Incentive Plan. The vesting schedules for these awards are determined by the Compensation Committee and are generally subject to continued service with Exzeo.
Outstanding Equity Awards at Year End
| Name | Number of shares or units of stock that have not yet vested | Market value of shares or units of stock that have not vested ($) | | Kevin Mitchell (1) | 137,510 | $3,334,616 | | Suela Bulku (2) | 90,020 | $2,182,984 |
Outstanding Equity Awards at Year End
(1) On December 18, 2024 Mr. Mitchell was granted 150,000 restricted stock wards that vest in equal installments over six years. As of December 31, 2025, 125,000 shares remained unvested. As of December 18, 2025, Mr. Mitchell was granted an additional 12,510 restricted stock awards that vest in equal annual installations over three years. As of December 31, 2025, all 12, 510 shares remained unvested. (2) On December 18, 2024, Ms. Bulku was granted 96,000 restricted stock awards that vest in equal annual installments over six years. As of December 31, 2025, 80,000 shares remained unvested. As of December 18, 2025, Ms. Bulku was granted an additional 10,020 restricted stock awards that vest in equal installments over three years. As of December 31, 2025, all 10,020 shares remained unvested.
Election of directors (Proposal No. 1)
Election of directors (Proposal No. 1) Directors are elected by the plurality of the votes cast. The two nominees receiving the highest number of votes will be elected. Ratification of appointment of independent registered public accounting firm (Proposal No. 2). The proposal will be approved if the number of votes cast FOR the proposal exceeds the number of votes cast AGAINST the proposal.