DEF 14A of American Coastal Insurance Corp, Apr 1, 2026

DEF 14A of American Coastal Insurance Corp

Filed Apr 1, 2026 · FY20250001401521-26-000023

Open on EDGAR

  1. ALEC L. POITEVINT, II

    ALEC L. POITEVINT, II LEAD DIRECTOR AGE: 78 Alec L. Poitevint, II has served as a member of our Board since September 2008, and prior to that served as a director of our predecessor company, UIH, from 2001 to 2008. Mr. Poitevint has served as Chairman and President of Southeastern Minerals, Inc. ("Southeastern Minerals") and its affiliated companies, headquartered in Bainbridge, Georgia, since 1981. Southeastern Minerals manufactures and distributes mineral ingredients. He joined Southeastern Minerals in 1970. Mr. Poitevint previously served as a director (from 1989 to 2010), Vice Chairman (from 1994 to 2010), and President (2006) of First Port City Bank of Bainbridge. Mr. Poitevint served as a director of Agri-Nutrition/Virbac Corporation from 1996 to 2006, and at various times during his tenure he held the positions of Chairman of the Board and Chairman of the Audit Committee. Mr. Poitevint has also served as the Chairman of American Feed Industry Insurance Company since 2002 and is the former Chairman of the American Feed Industry Association and National Feed Ingredients Association. Mr. Poitevint served on the Republican National Committee ("RNC") as Committeeman or Chairman for Georgia from 1989 to 2012 and served as RNC Treasurer from 1997 to 2001. Mr. Poitevint graduated from the University of Georgia, with a B.A. in Economics. Our Board selected Mr. Poitevint to serve on our Board based upon his experience in the insurance industry and his diverse management experience.

  2. KERN M. DAVIS, M.D., NACD.DC

    KERN M. DAVIS, M.D., NACD.DC DIRECTOR AGE: 71 DIRECTOR SINCE: 2012 Kern M. Davis, M.D., NACD.DC, is National Association of Corporate Directors ("NACD") Directorship CertifiedTM and has served as a member of our Board since March 2012. Dr. Davis is an original investor of our predecessor company, UIH, and served as a director of UIH from 2006 to 2008. Dr. Davis earned a B.A. in Chemistry from the University of Florida in 1976, and a medical degree from the University of South Florida in 1980. He completed his medical residency at the University of Florida in 1985. In 1985, Dr. Davis joined Pathology Associates, P.A., an anatomic and clinical pathology professional services firm, and has served as its President since 1992. In 1993, Dr. Davis became a medical director for St. Anthony’s Hospital Laboratory, and currently holds this position. Dr. Davis received an MBA from the University of South Florida in 1993. Our Board selected Dr. Davis to serve on our Board based upon his prior experience with UIH and his educational and professional business experience.

  3. WILLIAM H. HOOD, III

    WILLIAM H. HOOD, III DIRECTOR AGE: 65 DIRECTOR SINCE: 2012 William H. Hood, III has served as a member of our Board since March 2012 and, prior to that, served as a director of our predecessor company, UIH, from 2000 to 2008. Mr. Hood has over 30 years of business experience in numerous industries, including company start-ups, operations, sales/marketing and problem solving. In 1984, Mr. Hood formed Special Data Processing Corporation, a national partnership marketing company, and served as its Chief Executive Officer ("CEO") and Chairman from 1984 to 2006. Mr. Hood sold the company in 1999 to a private equity firm, and he continued to manage the company until he retired in 2006. Mr. Hood is Manager of Hall Capital Holdings LLC which manages his investments and entrepreneurial interests. Our Board selected Mr. Hood to serve on our Board based upon his prior experience with UIH and his entrepreneurial experience in building and forming a national marketing company.

  4. PATRICK F. MARONEY

    PATRICK F. MARONEY DIRECTOR AGE: 76 Patrick F. Maroney has served as a member of our Board since April 2017. Mr. Maroney has served on the board of directors of AmCoastal since October 2015, and on the Board of the Academy of the National Alliance for Insurance Education and Research from 2013 to February 2019. Mr. Maroney was a professor in the Department of Risk Management and Insurance at Florida State University from 1981 to 2013. Upon retirement in 2013, he was awarded the title of Professor Emeritus at Florida State University College of Business, a title he continues to hold. He previously served as the Director of the Florida Catastrophic Storm Risk Management Center at the College of Business from 2008 through 2013. Mr. Maroney has a B.S. in risk management and insurance from Florida State University and a J.D. from the University of Florida. Mr. Maroney brings to our Board his significant experience as an insurance attorney as well as his significant experience in management and the insurance industry.

  5. DEIRDRE A. BROWN

    DEIRDRE A. BROWN DIRECTOR NOMINEE AGE: 65 Deirdre A. Brown has served as a Director of our subsidiary, American Coastal Insurance Company, since 2024 and is the Chair of the Risk Management Committee. Ms. Brown is a Certified Public Accountant with more than three decades of experience in accounting, internal audit, regulatory affairs, and corporate strategy. Her early career included positions in public accounting and internal audit roles with the Pinellas County Clerk of the Circuit Court. At TECO Energy, Inc. (formerly NYS: TEC), she held multiple senior leadership positions, including Senior Vice President of Corporate Strategy, Chief Integration Officer, Chief Ethics and Compliance Officer, and Vice President of Regulatory and Customer Service. Ms. Brown's responsibilities at TECO included oversight of financial, regulatory, audit, and compliance functions, including directing the internal auditing function during her tenure as Director of Audit Services. Ms. Brown has served on the boards of several nonprofit organizations, including Junior Achievement of Tampa Bay, Women Executive Leadership—where she served as financial director—The Helen Gordon Davis Centre for Women, and Big Brothers Big Sisters Association of Florida. Ms. Brown holds a B.S. in Accounting from Florida State University, an M.B.A. (Summa Cum Laude) from the University of South Florida, and completed the Harvard Business School Advanced Management Program. Our Board selected Ms. Brown to serve on our Board based upon her professional background in auditing and financial reporting and diverse business experience. Ms. Brown will serve as our Audit Committee's financial expert and chair. CLASS A DIRECTORS WHOSE TERMS CONTINUE UNTIL THE 2027 ANNUAL MEETING

  6. R. DANIEL PEED

    R. DANIEL PEED EXECUTIVE CHAIRMAN OF THE BOARD AGE: 63 R. Daniel Peed is the Executive Chairman of the Board. Previously, Mr. Peed served as our Chief Executive Officer and Chairman of the Board from July 2020 through February 2025. Mr. Peed has been a member of our Board since April 2017 and also held the position of Vice Chairman. Mr. Peed served on the board of American Coastal Insurance Company ("AmCoastal"), our wholly-owned subsidiary which was acquired as part of our acquisition of AmCo Holding Company (the "AmCo Merger"), from 2007 to 2017, and most recently served as Non-Executive Vice Chairman of AmRisc, LLC (formerly known as "CRC Insurance Services, Inc.") ("AmRisc"), the managing general agent of AmCoastal through December 31, 2019. Previously, Mr. Peed served as the President and Chief Executive Officer of AmRisc from December 2000 to December 2018. From 1991 to 2000, Mr. Peed served as a senior vice president of SOREMA North America Reinsurance Company, Fulcrum Insurance. In addition, from 1985 to 1991, Mr. Peed was a supervisor at Factory Mutual Engineering Association. Mr. Peed holds a B.S. in petroleum engineering from Texas A&M University and an M.B.A. with a concentration in insurance from the University of North Texas. In addition, Mr. Peed has the Chartered Property & Casualty Underwriter ("CPCU") and Associate in Reinsurance ("ARe") designations and a Professional Engineering designation in Fire Protection. Mr. Peed brings to our Board his significant experience in management and the insurance industry.

  7. GREGORY C. BRANCH

    GREGORY C. BRANCH CHAIRMAN EMERITUS AGE: 78 DIRECTOR SINCE: 2008 Gregory C. Branch has served as the Chairman Emeritus of the Board since July 2020. Previously, Mr. Branch served as the Chairman of the Board from September 2008 to June 2020 and, prior to that, served as the Chairman and Chief Executive Officer of our predecessor company, United Insurance Holdings, L.C. ("UIH"), from its inception in 1999 to 2008. Mr. Branch has served as the Chairman, President and owner of Branch Properties, Inc., a manufacturer and distributor of equine feed, since 1986. From 1994 to 1998, Mr. Branch served as Chairman of Summit Holding Southeast, Inc., an insurance holding company that completed its initial public offering in 1997 and was acquired by Liberty Mutual in 1998. Mr. Branch has served as a director of Prime Holdings, Inc. since 2001 and of Raffles Insurance Company since 2003. Mr. Branch was the founding Chairman of Sunz Insurance Holding, a Florida workers compensation company that was sold in 2008. Mr. Branch was a founding member and former Chairman of, and remains a director of, American Feed Industry Insurance Company RRG. Mr. Branch operated as an underwriting member of Lloyd’s of London from 1986 to 2004. Mr. Branch graduated from the University of Florida with a B.S. in Agriculture Economics and served at the rank of Captain in the U.S. Army. Our Board selected Mr. Branch to serve on our Board based upon his substantial experience in the insurance industry and his broad entrepreneurial skills obtained by owning his own business.

  8. MICHAEL R. HOGAN

    MICHAEL R. HOGAN DIRECTOR AGE: 76 DIRECTOR SINCE: 2017 Michael R. Hogan has served as a member of our Board since April 2017. Mr. Hogan served on the board of directors of AmCoastal from 2015 to 2024. From 1994 to 1999, Mr. Hogan served on the national agency advisory board of The Travelers Insurance Company. In addition, from 2003 to 2008, Mr. Hogan served on the board of directors of The South Financial Corporation. Mr. Hogan has over 45 years of experience as an independent insurance agent, specializing in wind, flood and earthquake insurance as the President and owner of Puckett, Sheets, and Hogan Insurance, which received a national Best Practices Award in 2006. Mr. Hogan graduated from Furman University in 1972 with a B.A. in business and economics. Mr. Hogan brings to our Board his significant experience in management and the insurance industry.

  9. KENT G. WHITTEMORE

    KENT G. WHITTEMORE DIRECTOR AGE: 78 Kent G. Whittemore has served as a member of our Board since September 2008 and, prior to that, served as a director of our predecessor company, UIH, from 2001 to 2008. Mr. Whittemore has served as the President of, and is a shareholder of, The Whittemore Law Group, P.A., a law firm located in St. Petersburg, Florida that he co-founded in 1987. On January 1, 2023, he became Senior Counsel at the St. Petersburg law firm of Englander Fischer. His legal practice primarily focuses on personal injury, insurance litigation, and business and real estate litigation. Mr. Whittemore served as President of the St. Petersburg Bar Association from 1996 to 1997, and served as President of the Tampa Bay Trial Lawyers Association from 2003 to 2004. Mr. Whittemore formerly served as a director of the Southern Trial Lawyers Association and formerly served as a director of the Academy of Florida Trial Lawyers. He also served on St. Petersburg’s Charter Review Commission. Mr. Whittemore received a B.S. in Business Administration from the University of Florida and a J.D. from Stetson College of Law. Our Board selected Mr. Whittemore to serve on our Board based upon his insurance industry experience and his legal expertise. DIRECTOR INDEPENDENCE The following table shows the directors who are considered independent in accordance with Nasdaq rules as well as their committee assignments:

  10. KENT G. WHITTEMORE

    | | COMMITTEES | | | | | INDEPENDENT DIRECTORS | AUDIT | COMPENSATION AND BENEFITS | NOMINATING AND CORPORATE GOVERNANCE | INVESTMENT | | Branch | | | | | | Brown(1) | ✓* | ✓ | | | | Davis | ✓ | | ✓* | | | Hogan | | | ✓ | | | Hood | | | | ✓ | | Hudson | ✓* | ✓ | | | | Maroney | ✓ | | | ✓ | | Poitevint | | ✓ | | ✓* | | Whittemore | | ✓* | ✓ | |

  11. KENT G. WHITTEMORE

    (1) Reflects the committees and capacity in which Ms. Brown will serve if elected. *Committee Chair The Board considered all relevant facts and circumstances in assessing director independence. As described below, our Board has an Audit Committee, a Compensation and Benefits Committee, a Nominating and Corporate Governance Committee and an Investment Committee. All of the members of all of these committees qualify as independent directors. In addition, all of the committee members qualify as independent directors under the independence standards specific to their committees. BOARD LEADERSHIP STRUCTURE Our Board has an Executive Chairman. The Executive Chairman, R. Daniel Peed, sets the agendas for and presides over the Board meetings. Our Board also has a Lead Director, Alec L. Poitevint II, who was appointed by the independent directors. The Lead Director provides additional leadership and organization in meetings of independent directors separate and apart from management and non-independent directors, including leading the executive sessions of independent directors. In the event of Mr. Poitevint's incapacity, unavailability or absence, the chair of the Nominating and Corporate Governance Committee would serve as the Lead Director until the independent directors selected a new Lead Director. The Board believes that this leadership structure is appropriate for our Company at this time because it allows for non-executive oversight of management, increases management accountability and encourages an objective evaluation of management's performance. BOARD'S ROLE IN RISK MANAGEMENT AND OVERSIGHT The Board reviews and approves the Company's strategic plan as presented by management and monitors our performance throughout the year against the plan. The Board regularly devotes time during its meetings to review and discuss the most significant risks we face and management’s processes for identifying, prioritizing, and responding to those risks. During these discussions, our President and CEO and our Chief Financial Officer ("CFO") present management’s processes for the assessment of risks, a description of the most significant risks we face and any mitigating factors, plans or policies in place to address those risks. The Board also reviews and approves the Company's cybersecurity program. The Board receives an assessment of cybersecurity risks and the status of procedures to address these risks. The Board also delegates certain of its risk oversight responsibilities to its committees. The Audit Committee bears responsibility for oversight of our policies with respect to risk assessment and risk management. The Audit Committee members analyze major financial risk exposures which we face and the steps we have taken to monitor and control such exposures. The Audit Committee also oversees our compliance with legal and regulatory requirements, areas which generate many of the most significant risks we face. The Compensation and Benefits Committee reviews our compensation structure, policies and practices to determine whether incentive compensation arrangements would be reasonably likely to have a material adverse effect on the Company and considers safeguards against incentives to take excessive risks. The Compensation and Benefits Committee reports these risks to the Board. The Nominating and Corporate Governance Committee is responsible for considering and addressing risks relating to CEO succession planning and the director nomination and appointment process. The Investment Committee bears responsibility for oversight of policy decisions about risk aggregation and minimization, including credit risk. The Investment Committee is also responsible for oversight of the capital structure and financing arrangements in support of our plans to ensure consistency with our risk tolerances and oversight of management's investment of our assets. MEETINGS AND MEETING ATTENDANCE Our Board held four meetings during 2025. Each of our directors attended all meetings of the Board. 97% of Committee meetings were attended by all directors for the Board committees on which they served for the periods in which they served during 2025. We do not have a formal policy with respect to director attendance at annual meetings of stockholders; however, we encourage all of our directors to attend such meetings. Six of our Board members attended our 2025 annual meeting of stockholders. COMMUNICATION WITH DIRECTORS Stockholders may contact an individual director, our Board as a group, our independent directors as a group or a specified Board committee by sending correspondence addressed to our Corporate Secretary to the address listed in the subsection entitled Contacting the Company or to InvestorRelations@amcoastal.com. Each communication should specify the applicable addressee or addressees to which the communication is directed, as well as the general topic of the communication. We will initially receive and process communications before forwarding them to the addressee. We also may refer communications to other departments as applicable. We generally will not forward to our directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic or is a request for general information. BOARD COMMITTEES AUDIT COMMITTEE. Our Audit Committee consists of Mr. Hudson (Chair), Dr. Davis and Mr. Maroney. Our Board has determined that Mr. Hudson is an "audit committee financial expert" as defined by SEC rules. All members of our Audit Committee are “independent” under both the general independence standards and the audit committee independence standards set forth in the Nasdaq rules. Our Audit Committee operates under a formal written charter adopted by our Board that governs its duties and conduct. The committee reviews its charter annually for appropriate revisions. Interested parties can obtain a copy of the charter free of charge on our website at investors.amcoastal.com, under the "Governance Documents" tab. Our Audit Committee assists our Board in its oversight of the quality and integrity of our accounting, auditing, and reporting practices. Our Audit Committee’s role includes overseeing: • our accounting and financial reporting processes and the audit of financial statements, • the integrity of our financial statements, • our compliance with legal and regulatory requirements, • the independent auditor’s qualifications and independence, • the performance of our independent auditors, • our business practices and ethical standards and • our risk assessment and risk management policies. Our Audit Committee met nine times during 2025. COMPENSATION AND BENEFITS COMMITTEE. Our Compensation and Benefits Committee consists of Mr. Whittemore (Chair), Mr. Hudson and Mr. Poitevint. All members of our Compensation and Benefits Committee are "independent" under both the general independence standards and the compensation committee independence standards set forth in the Nasdaq rules. Our Compensation and Benefits Committee operates under a formal written charter adopted by our Board that governs its duties and conduct. The committee reviews its charter annually for appropriate revisions. Interested parties can obtain a copy of the charter free of charge on our website at investors.amcoastal.com under the "Governance Documents" tab. Our Compensation and Benefits Committee assists our Board in its oversight of employee compensation, benefit plans and employee stock programs and the compensation of our senior management. Our Compensation and Benefits Committee’s responsibilities include the following: • oversee our overall compensation structure, policies and programs, • review and administer our Company’s equity and incentive-based compensation plans that require approval from our Board,

  12. KENT G. WHITTEMORE

    review and approve (i) compensation programs and (ii) corporate goals and objectives relevant to the compensation of our senior management, oversee the evaluation of the other executive officers and set the compensation of other executive officers after considering the recommendation of the CEO and President, review and recommend employment agreements and severance and change of control arrangements for our executive officers, • assist the Board in reviewing and preparing the Compensation Discussion and Analysis, • assist the Board in reviewing the outcome of stockholder votes on say on pay and the frequency of say on pay, • review and approve compensation for members of the Board, and • periodically assess the risks associated with our compensation policies and practices. As it deems appropriate, our Compensation and Benefits Committee may establish and delegate authority to subcommittees. The Compensation and Benefits Committee, to the extent permitted by applicable law, may also delegate to one or more executives of ACIC the authority, within guidelines set by the Compensation and Benefits Committee, to approve equity compensation awards under established equity plans of the Company to employees other than those subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Compensation and Benefits Committee may also delegate non-discretionary administrative authority under Company compensation and benefit plans consistent with any limitations specified in the applicable plans. Our Compensation and Benefits Committee met four times during 2025. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. Our Nominating and Corporate Governance Committee consists of Dr. Davis (Chair), Mr. Hogan and Mr. Whittemore. All members of our Nominating and Corporate Governance Committee are "independent" under the general independence standards set forth in the Nasdaq rules. Our Nominating and Corporate Governance Committee operates under a formal written charter that governs its duties and conduct. The committee reviews its charter annually for appropriate revisions. Interested parties can obtain a copy of the charter free of charge on our website at investors.amcoastal.com under the "Governance Documents" tab. Our Nominating and Corporate Governance Committee assists our Board by, among other things: • identifying and recommending to the Board qualified individuals to become directors, • reviewing the independence of our Board members, • determining membership of Board committees, • recommending changes to our Corporate Governance Guidelines and other governing instruments, • overseeing annual self-evaluations by our Board and committees, • reporting annually to our Board regarding the CEO succession plan, and • overseeing risk management related to corporate governance and CEO succession. As noted above, the Nominating and Corporate Governance Committee oversees the annual self-evaluation process for the Board and each of its committees. These self-evaluations are designed to assess whether the Board or the respective committee is functioning effectively and to provide a mechanism for the Board or the respective committee to identify potential areas for improvement. Once completed, the results of the self-evaluations and any appropriate recommendations or action plans are discussed among the members of the Board and each of its committees. Our Nominating and Corporate Governance Committee met four times during 2025. INVESTMENT COMMITTEE. Our Investment Committee consists of Mr. Poitevint (Chair), Mr. Hood and Mr. Maroney. All members of our Investment Committee are "independent" under the general independence standards set forth in the Nasdaq rules. Our Investment Committee operates under a formal written charter that governs its duties and conduct. The committee reviews its charter annually for appropriate revisions. Interested parties can obtain a copy of the charter free of charge on our website at investors.amcoastal.com under the "Governance Documents" tab. Our Investment Committee assists our Board with the oversight of the Company’s investment policies and guidelines through the following activities: • reviewing and approving policies and guidelines governing the Company’s investment portfolio and monitoring compliance with those policies, • reviewing and approving periodically any investment benchmarks or other measurement devices employed by the Company to monitor the performance of our investment portfolio, • monitoring the performance of our investment advisers and retaining and terminating such advisers as it deems appropriate, and • overseeing investment risk management exposure and guidelines. Our Investment Committee met twelve times during 2025. SELECTION OF DIRECTOR NOMINEES Our Board selects the director nominees to stand for election at our annual stockholder meetings and to fill vacancies occurring on our Board based on the recommendations of the Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee selects nominees for directors on the basis of experience, integrity, skills, the ability to make independent analytical inquiries, an understanding of our business environment and the willingness to devote adequate time to Board duties, all within the context of an assessment of the perceived needs of the Board at a given point in time. In addition to the individual attributes of our directors discussed above, we highly value the collective business experience and qualifications of the directors. We believe that the collective experiences, viewpoints and perspectives of our directors result in a Board with the commitment and energy to advance the interests of our stockholders. Our Nominating and Corporate Governance Committee may consider current members of our Board for re-election unless they have notified our Board that they do not wish to stand for re-election. There is no mandatory retirement age for our directors. Our Nominating and Corporate Governance Committee may also consider candidates for our Board recommended by current members of our Board or members of management. In addition, our Nominating and Corporate Governance Committee will consider director candidates recommended by our stockholders in the same manner as it would consider any other recommended nominees. Our Nominating and Corporate Governance Committee considers diversity in identifying nominees for directors to ensure a broad range of perspectives and expertise are represented on our Board. If our Nominating and Corporate Governance Committee determines that a stockholder-recommended candidate is suitable for Board membership, it will include the candidate in the pool of candidates under consideration for nomination upon the occurrence of the next Board vacancy or in connection with the next annual meeting of our stockholders. Pursuant to the above procedures, once our Nominating and Corporate Governance Committee identifies prospective nominees, it will solicit background information on the candidates, then interview and evaluate the candidates. The Nominating and Corporate Governance Committee will then report its recommendations to the Board. Our Nominating and Corporate Governance Committee recommended the four incumbent director nominees for election at our Annual Meeting, and our Board approved the recommendation. DIRECTOR COMPENSATION The following table describes the compensation received by each of our directors during the fiscal year ended December 31, 2025. Mr. Peed only received compensation for his services as a director. His compensation is also disclosed under the subsection entitled Executive Compensation.

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    | | FEES EARNED OR PAID IN CASH | STOCK AWARDS(1) | TOTAL COMPENSATION | | R. Daniel Peed(2) | $150,000 | $53,600 | $203,600 | | Gregory C. Branch(3) | 125,000 | 53,600 | 178,600 | | Sherrill W. Hudson(4) | 95,000 | 53,600 | 148,600 | | Kent G. Whittemore(5) | 87,500 | 53,600 | 141,100 | | Alec L. Poitevint, II(6) | 85,000 | 53,600 | 138,600 | | Kern M. Davis, M.D.(6) | 85,000 | 53,600 | 138,600 | | Michael R. Hogan | 75,000 | 53,600 | 128,600 | | William H. Hood, III | 75,000 | 53,600 | 128,600 | | Patrick F. Maroney | 75,000 | 53,600 | 128,600 |

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    Pay Mix. The key components of our compensation program for our NEOs for 2025 were base salary, annual cash incentive awards under our Annual Incentive Plan, time-vesting restricted stock awards, performance stock units and stock options under our Long-Term Incentive Plan, and other compensation consisting primarily of matching 401(k) contributions and health and welfare benefits (excluding Mr. Peed, who declined all compensation for his role as CEO). Each component of our compensation program has an important role in creating compensation arrangements that motivate and reward strong performance and in retaining the NEOs who deliver robust results. The Committee prioritizes incentive-based "pay-for-performance" compensation programs when developing annual total compensation for our NEOs. As shown in the chart below, 59.9% of the total target compensation was linked to annual and long-term performance-based incentives for all NEOs (excluding Mr. Peed) who were eligible for the AIP and LTIP compensation. Peer Group. To ensure that our NEO compensation program is competitive and will allow us to meet our objective of attracting and retaining talented executives, the Committee, with the assistance of Pay Governance LLC, established a group of peer companies on which to compare compensation for the executives with compensation received by the executives of our competitors. In fiscal 2025, the Committee updated our designated comparison group of nine publicly-listed companies of varying sizes within the insurance industry which primarily was used to compare Return on Average Equity under our Long-Term Incentive Plan grants, but which was also used for benchmarking executive compensation. The designated comparison group for 2025 consisted of the following companies:

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    INCENTIVE COMPENSATION. The award of incentive compensation for our NEOs under our Annual Incentive Plan and performance-based compensation under our long-term incentive plan is based on achieving certain annual corporate performance goals included in our 2020 Omnibus Incentive Plan (our "Long-Term Incentive Plan"). As to each performance goal, the relevant measurement of performance will be computed in accordance with GAAP to the extent applicable, but, unless otherwise determined by the Committee, will exclude the effect of various items set forth in the "Performance Goals" section in the 2020 Omnibus Incentive Plan. Annual Incentive Plan - Our NEOs as well as certain other management employees, participate in the Annual Incentive Plan, which provides participants an opportunity to earn a cash bonus upon achievement of key financial performance objectives approved by the Committee. Within the overall context of our compensation philosophy and culture, the Annual Incentive Plan: • provides competitive levels of total cash compensation; • aligns pay with organization and individual performance; and focuses executive attention on key business metrics. In setting the performance goals under the Annual Incentive Plan, our intention is to provide for challenging and ambitious targets to further our overall goal of increasing stockholder value. Though challenging, we believe the goals are attainable through a collaborative effort by our NEOs. The Committee reviews and approves payouts made under the Annual Incentive Plan. The 2025 Annual Incentive Plan was designed with three metrics: Financial Goals: Represent 70% of target award value equally weighted between the combined ratio and core income after-tax return on equity; • Individual Qualitative Performance: Represents 30% of target award value. Core income is a non-GAAP measure reported by ACIC that excludes from net income the effect of income (loss) from discontinued operations, non-cash amortization of intangible assets, unrealized gains and losses on the Company's equity security investments and realized gains and losses on the Company's investment portfolio. For the purposes of incentive compensation goal calculations, the core income after tax return on equity shall be further adjusted to remove the after-tax effect of losses from named or numbered tropical windstorms as designated by the National Hurricane Center and earthquakes. The range of potential payouts under the Fiscal 2025 Annual Incentive Plan is described in the table below:

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    Fiscal 2025 combined ratio was approximately 60.1%, 14.9% below target. Fiscal 2025 core income after-tax return on equity was 44.0%, 24.0% above target. The Committee also determined, in consultation with Pay Governance LLC, that each of the NEO's individual performance warranted 100% of the target payment of the qualitative metric. Taking into consideration these outcomes, as well as the NEO's respective contributions to our strategic goals, the Committee approved payment under the Annual Incentive Plan to our NEOs for 2025 described below and as further detailed in the 2025 Summary Compensation Table under the column titled Non-Equity Incentive Plan Compensation. Mr. Peed declined any compensation other than what he receives for serving as Executive Chairman of the Board. The following table sets forth the calculation of annual incentive award payments to each of our NEOs for fiscal 2025 after applying the performance metrics and individual performance objectives evaluations:

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    | NEO | Target Award | Weighted Average (combined ratio and core return on equity) | Weighted Qualitative Performance | AIP Payout % of Target | AIP Payout | | B. Bradford Martz | $700,000 | 105.0% | 30.0% | 135.0% | $945,000 | | Svetlana Castle | $210,000 | 105.0% | 30.0% | 135.0% | $283,500 | | Christopher Griffith | $278,250 | 105.0% | 30.0% | 135.0% | $375,638 | | Brooke Adler | $262,500 | 105.0% | 30.0% | 135.0% | $354,375 | | James Gray | $210,000 | 105.0% | 30.0% | 135.0% | $283,500 | | R. Daniel Peed | $— | — | — | — | $— |

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    Long-Term Incentive Plan - The Committee implemented our Long-Term Incentive Plan because it believes that long-term incentives are an essential part of our total compensation package, which is intended to promote ownership, higher performance and ultimately higher stockholder return. Additionally, the Committee intends for the Long-Term Incentive Plan to further the following four key objectives that fit within the overall context of our compensation philosophy and culture: Pay for Performance: Emphasize variable compensation that is linked to our performance to generate and reward superior corporate performance; • Alignment of Interests: Incorporate performance metrics that link executives' incentive goals with the interests of our stockholders; • Long-Term Success: Support and reward executives for consistent performance over time and achievement of our long-term strategic goals; and • Retention: Attract and retain highly qualified executives whose abilities are critical to our success and competitive advantage. Under our long-term incentive program, we historically made annual grants of time-vesting restricted stock to our executive officers if predetermined corporate performance targets were achieved. Restricted stock awards for our NEOs vested ratably over the three years following the grant date, contingent on continued employment, unless the executive was terminated by us other than for cause. The number of shares of time-vesting restricted stock granted was based on the target dollar value of the award divided by the closing price of our stock on the date of grant. Since fiscal 2018, on the advice of Pay Governance LLC, the Committee has incorporated both performance and time-based awards in our long-term incentive program. The Committee believes this plan design remains consistent with the goal of attracting and retaining highly qualified executives, while rewarding company performance aligned with the interests of our stakeholders. In fiscal 2025, we granted restricted stock units, performance stock units and stock options to our NEOs (other than Mr. Peed) which vest ratably over the three years following the grant date. The program design is described below:

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    | Vehicle | Percentage of Target Award | Key Metrics | | Options | 25% | • Granted at fair value under the Black-Scholes Model • Vest ratably over three years • Exercise price set at fair market value on the date of grant | | Restricted Stock Units ("RSUs") | 25% | • Granted at fair market value on the date of grant • Vest ratably over three years | | Performance Stock Units ("PSUs") | 50% | • Granted at fair value on the date of grant • One third of award will vest each year subject to performance against the peer group • Allows for vesting between 50% Threshold and 150% of target award (Maximum) |

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    Each PSU grant consists of three annual tranches that individually are eligible to vest based on the applicable year's performance against target. For the fiscal 2025 PSUs, the Committee utilized the Company's GAAP Return on Average Equity ("GAAP ROAE") versus that of its peers as the performance metric. The Committee set a target goal for PSUs that is challenging, but capable of being achieved with strong performance. Failure to achieve threshold performance of 750 basis points below the peer group median in any fiscal year will result in failure of vesting of that tranche of the award. The award of each tranche of PSUs is capped at 150% of target if the Company's performance is 750 basis points above the peer group median. Based on fiscal 2025 financial results, the Company's GAAP ROAE was above the peer group median and above the maximum threshold, resulting in the maximum vesting of 150% of the third tranche of the fiscal 2023 PSUs, the second tranche of the fiscal 2024 PSUs and the first tranche of the fiscal 2025 PSUs.

  21. KENT G. WHITTEMORE

    | NEO | Fiscal 2025 PSU Grant | PSUs Eligible for Vesting in 2025 | First Tranche Earned PSUs | | B. Bradford Martz | 45,142 | 15,047 | 22,571 | | Svetlana Castle | 12,414 | 4,138 | 6,207 | | Christopher Griffith | 18,057 | 6,019 | 9,029 | | Brooke Adler | 15,800 | 5,267 | 7,901 | | James Gray | 12,414 | 4,138 | 6,207 | | R. Daniel Peed | — | — | — |

  22. KENT G. WHITTEMORE

    | NEO | Fiscal 2024 PSU Grant | PSUs Eligible for Vesting in 2025 | First Tranche Earned PSUs | Second Tranche Earned PSUs | | B. Bradford Martz | 34,957 | 11,652 | 17,478 | 17,478 | | Svetlana Castle | 13,259 | 4,420 | 6,630 | 6,630 | | Christopher Griffith | 19,286 | 6,429 | 9,644 | 9,644 | | Brooke Adler | 16,876 | 5,625 | 8,438 | 8,438 | | James Gray | 16,876 | 5,625 | 8,438 | 8,438 | | R. Daniel Peed | — | — | — | — |

  23. KENT G. WHITTEMORE

    | NEO | Fiscal 2023 PSU Grant | PSUs Eligible for Vesting in 2025 | First Tranche Earned PSUs | Second Tranche Earned PSUs | Third Tranche Earned PSUs | | B. Bradford Martz | 76,212 | 25,404 | 38,106 | 38,106 | 38,106 | | Svetlana Castle | — | — | — | — | — | | Christopher Griffith | 41,917 | 13,972 | 20,958 | 20,958 | 20,958 | | Brooke Adler | 31,755 | 10,585 | 15,878 | 15,878 | 15,878 | | James Gray | — | — | — | — | — | | R. Daniel Peed | — | — | — | — | — |

  24. KENT G. WHITTEMORE

    OTHER COMPENSATION. We have a 401(k) plan that generally covers all of our employees who have completed 90 days of service. Pursuant to our 401(k) plan, participants may elect to make pre-tax contributions up to the statutorily prescribed annual limits. Our NEOs who participate in the 401(k) plan receive matching contributions under our 401(k) plan in the same manner as all of our employees who participate in the plan. During 2025, we matched 100% of each participant's pre-tax contributions up to the first 5% of such participant's base salary up to the maximum allowed by the plan. Mr. Peed does not participate in the 401(k) plan. Our executive officers receive health and welfare benefits, such as group medical, group life, group dental and short-term and long-term disability coverage. We believe that our executives should be able to provide for their retirement needs from the total annual compensation they earn based on our Company's performance. Accordingly, other than employer matching contributions to the accounts of our NEOs (other than Mr. Peed) under our 401(k) Plan (at the same matching contribution rate that we provide to all eligible full-time employees), we do not offer executives participation in any qualified or non-qualified pension plans, supplemental executive retirement plans, deferred compensation plans or other forms of compensation for retirement. Other Highlights of Our Compensation Programs. We periodically review best practices in the area of executive compensation and update our compensation policies and practices to reflect those that we believe are appropriate for our company. In addition to the short- and long-term performance compensation described in the Elements of Executive Compensation section above, our program also includes the following: We pay for performance, offering our NEOs the opportunity to earn a substantial amount of variable compensation based on our Company achieving certain performance targets. • We encourage long-term decision making, as our annual Long-Term Incentive Plan awards span a three-year time period, and the ultimate value of the options granted, restricted stock units granted and performance stock units earned are determined by our performance over the three years (due to three-year vesting periods, with PSUs eligible to vest in three ratable tranches). • We do not provide heightened change of control severance benefits for any NEOs under their employment agreements. • Our equity compensation plan does not permit repricing of stock options without stockholder approval. • We do not guarantee salary increases or bonuses for our executive officers. Stock Ownership Guidelines. In 2019, the Board adopted stock ownership guidelines ("Ownership Guidelines") for our CEO, CFO, other Section 16 officers and members of our Board. The Ownership Guidelines were adopted to demonstrate the Company’s commitment to stockholders and employees, customers and vendors. The following ownership target amount categories will remain in place until changed by the Compensation and Benefits Committee: