DEF 14A of American Integrity Insurance Group, Inc.
Filed Apr 17, 2026 · FY20250002007587-26-000043
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The Board has nominated one director, Steven Smathers, for election as a Class I director at the Annual Meeting by the stockholders. Any nominee elected as a Class I director shall be elected to serve a full term of three years until the annual meeting of stockholders in 2029 and until such director’s successor has been duly elected and qualified or until such director’s earlier death, resignation or removal.
Classified Board Structure
Classified Board Structure Our business and affairs are managed under the direction of our Board, which consists of five members. Our Charter provides that, subject to the rights of the holders of preferred stock, the number of directors on our Board shall be fixed exclusively by resolution adopted by a majority of our Board. Our Board is divided into three classes, each serving staggered, three-year terms, subject to the declassification discussed below. •Our Class I director nominee is Steven Smathers; •Our Class II directors are Ernest N. Csiszar and Steven B. Mathis; and •Our Class III directors are Robert Ritchie and David Clark. Any Class I director elected at the Annual Meeting will be elected for a full term of three years. At the annual meeting of stockholders in 2027, the initial term of office of any Class II directors will expire, and Class II directors will be elected for a full term of three years. At the annual meeting of stockholders in 2028, the initial term of office of any Class III directors will expire, and Class III directors will be elected for a full term of three years. Commencing with the annual meeting of stockholders to be held in 2029, directors succeeding those whose terms are then expired shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the year following the year of their election. The classification of the Board shall fully terminate by the annual meeting of stockholders to be held in 2031 (the “Sunset Date”). Commencing on the Sunset Date, the classification of the Board will fully terminate, and all directors will be of one class and elected at each annual meeting of stockholders. Notwithstanding the foregoing, each director will hold office until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal. Should the Director Nominee become unable or unwilling to accept his nomination or election, the proxy holders may vote the proxies for the election, in his stead, of any other person the Board may nominate or designate. The Director Nominee has expressed an intention to serve the entire term for which election is sought.
Directors and the Director Nominee
Directors and the Director Nominee The following table sets forth the name, age and position of the directors currently serving on our Board and the Director Nominee:
Directors and the Director Nominee
| Name | Age | Positions | | Robert Ritchie | 67 | Chief Executive Officer and Director | | David Clark | 54 | Chairman of the Board | | Steven Smathers | 75 | Director | | Ernest N. Csiszar | 75 | Director | | Steven B. Mathis | 58 | Director |
Directors and the Director Nominee
When considering whether the directors have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in the directors’ individual biographies set forth below. Robert Ritchie is our Founder. He has served as our Chief Executive Officer and on the Board since the founding of American Integrity Insurance Group, LLC (“AIIG”) in 2006. He serves in the same positions with our subsidiaries. Mr. Ritchie has more than 40 years of experience in the insurance industry, leading and building various businesses ranging from startups to large national insurance companies. Mr. Ritchie leveraged his insurance expertise and leadership acumen to establish AIIG following an unprecedented hurricane season in 2004 that resulted in many insurance companies exiting the Florida market. Mr. Ritchie served as Executive Vice President for American Modern Insurance Group (now part of Munich Re) from 2003 to 2006 and previously as Senior Vice President for GE Insurance Solutions, as part of Employers Reinsurance Corporation. His previous experience includes leadership positions as Senior Vice President at CNA 9 Insurance, Regional Vice President at AIG and Regional Vice President at The Home Insurance Company. His early career includes positions with Zurich Insurance. Mr. Ritchie has a Bachelor of Science in Finance from the University of Evansville. After more than three decades in the insurance industry, Mr. Ritchie brings deep industry experience, knowledge and leadership to the Company. We believe Mr. Ritchie is qualified to serve as a director of American Integrity due to his extensive leadership experience and expertise within the insurance industry. David Clark has served as our Chairman since July 2006, and serves as a Managing Director of Sowell Investments Holding Co., LLC (“Sowell & Co.”), a family office where he has worked since 1999. In this capacity, he has served on the boards of numerous companies including Savantis Solutions LLC from 2014 to present, BEST Engineered Surface Technologies, LLC from 2018 to present, Ace Aeronautics, LLC from 2015 to 2022, CareCycle Solutions, LLC from 2004 to 2016 and Sergeant’s Pet Care Products Inc from 2008 to 2012. Mr. Clark earned a Bachelor of Business Administration (Finance) and a Bachelor of Arts (Plan II) from the University of Texas at Austin. After working as a consultant for McKinsey & Co., Mr. Clark earned a Master of Management from Northwestern University’s J.L. Kellogg School of Management. We believe Mr. Clark is qualified to serve as a director of American Integrity due to his extensive leadership experience from serving on multiple boards of directors. Steven Smathers has served as a director of the Company since May 2025 and a Director of American Integrity Insurance Company (“AIIC”) since 2006 and serves as a consultant of Sowell & Co., a family office where he has worked since 1991. Mr. Smathers has served as the President and a Director of Perfect IP, LLC, and the same positions with its subsidiaries since 2013. Mr. Smathers has served as a Manager of Catalyst Lab Solutions, LLC since 2017 and served as a Vice President and Secretary with the company from 2017 to 2021. Mr. Smathers served as the Chairman of the Board and President of Integrity Wireline, LLC from 2017 to 2023. Mr. Smathers has served as a Managing Director for Eye Corps, Inc. since 2017. Mr. Smathers has a Bachelor of Science from the Ohio State University and a Doctor of Jurisprudence from the Ohio State University Moritz College of Law. We believe Mr. Smathers is qualified to serve as a director of American Integrity due to his extensive leadership experience with American Integrity. Ernest N. Csiszar has served as a Director of the Company since May 2025 and as a Director of AIIC since 2012. Mr. Csiszar has served on the board of directors of MasTec Inc. since 2006 and Patriot National, Inc. from 2017 to 2018. Mr. Csiszar served as a Director of the property and casualty insurers, Guarantee Insurance Group, Inc. and Ashmere Insurance Group, Inc., from 2011 to 2016 and 2016 to 2017, respectively. Mr. Csiszar served as Chief Executive Officer of the property and casualty insurance carrier, Seibels Bruce Group, Inc., from 1993 to 1998. Mr. Csiszar also served as the Chief Executive Officer of the Property and Casualty Insurers Association of America from 2004 to 2006. Mr. Csiszar served as Director of Insurance for the State of South Carolina from 1999 to 2004. Mr. Csiszar served as the President of the NAIC in 2004. Mr. Csiszar continues to be active in the insurance industry as a consultant and as an expert witness in a variety of property and casualty and life insurance cases. Mr. Csiszar holds a Bachelor of Arts degree in Mathematics and in Philosophy and a LL.B. in law and jurisprudence from the University of Windsor. We believe Mr. Csiszar is qualified to serve as a director of American Integrity due to his leadership experience serving on multiple boards of directors and his expertise in the insurance industry from leadership positions as regulator and with other insurance carriers. Steven B. Mathis has served as a Director of the Company since May 2025 and as a Director of AIIC since 2023 and has worked in property casualty finance and accounting for his entire career of more than 35 years. Mr. Mathis has served as Partner, Owner and Chief Financial Officer of Colonial Consulting Group, Inc., which provides financial consulting services to the insurance industry as well as tax consulting to the healthcare industry, since 2008. Mr. Mathis served as the Vice President – Planning & Treasurer for American Safety Insurance Holdings, Ltd. and American Safety Insurance Services, Inc. from 2005 to 2007 and as Chief Financial Officer and Treasurer from 1998 to 2005 where he was responsible for financial and treasury functions that included three property and casualty insurance companies, a reinsurance company and real estate development subsidiaries. Mr. Mathis also served as the Controller for American Safety Insurance Services, Inc. from 1992 to 1998 where he was responsible for the coordination of financial reporting. Mr. Mathis holds a Bachelor of Business Administration from the University of Georgia. 10 We believe Mr. Mathis is qualified to serve as a director of American Integrity due to his extensive experience in the property and casualty insurance industry and his expertise over financial reporting and public company oversight.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table presents the total compensation paid to each of our non-employee directors who served on our Board during the fiscal year ended December 31, 2025. The compensation paid to Robert Ritchie, our Chief Executive Officer and a director, and David Clark, our Chairman, is reported in “Executive Compensation — Summary Compensation Table” below.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(4) | All Other Compensation ($) | Total ($) | | Ernest N. Csiszar | 56,863⁽¹⁾ | 48,842 | — | 105,705 | | Steven B. Mathis | 57,325⁽²⁾ | 48,842 | — | 106,167 | | Steven Smathers | 57,678⁽³⁾ | 48,842 | — | 106,520 |
DIRECTOR COMPENSATION
(1)The amount reflects the (i) cash retainer for service on the Board from our IPO in May 2025 to December 31, 2025, (ii) service as the Audit Committee chair from July 1, 2025 to July 31, 2025 and (iii) service as the Nominating Committee chair from July 31, 2025 to December 31, 2025. (2)The amount reflects the (i) cash retainer for service on the Board from our IPO in May 2025 to December 31, 2025 and (ii) service as the Audit Committee chair from July 31, 2025 to December 31, 2025. (3)The amount reflects the (i) cash retainer for service on the Board from our IPO in May 2025 to December 31, 2025, (ii) service as the Compensation Committee chair from July 1, 2025 to December 31, 2025 and (iii) service as the Nominating Committee chair from July 1, 2025 to July 31, 2025. (4)The amounts reported in this column do not reflect the actual economic value realized by our non-employee directors. Rather, in accordance with SEC rules, this column represents the aggregate grant date fair value of shares or shares underlying stock awards, calculated based on the closing price of our common stock on the date of the grant in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), with the exception that the amounts shown assume no forfeitures. A discussion of the assumptions used in the calculation of the amounts is included in Note 2 – “Significant Accounting Policies” in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 26, 2026. Messrs. Csiszar, Mathis and Smathers received $22,500, $25,000 and $26,290, respectively, in cash compensation paid for monthly service on AIIC’s audit committee in 2025 prior to our IPO. Except for the foregoing, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the other non- employee members of our Board of Directors in fiscal 2025 prior to the IPO.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy We maintain the American Integrity Insurance Group Non-Employee Director Compensation Policy (the “Director Compensation Policy”), which provides for cash and equity compensation to each of our non-employee directors for service as directors and on committees in order to attract and retain qualified individuals to serve as non-employee directors of the Company and to provide non-employee directors with a proprietary interest in the Company. Pursuant to the Director Compensation Policy, our non-employee directors are entitled to receive (i) an annual Board retainer equal to a total of $75,000, payable in cash in four equal quarterly installments following the end of each fiscal quarter of the Company, (ii) an annual committee chair retainer of $20,000 for the Audit Committee chair, $15,000 for the Compensation Committee chair and $15,000 for the Nominating Committee chair, each payable in cash in four equal quarterly installments following the end of each fiscal quarter and (iii) an annual restricted stock award having an aggregate fair market value of $60,000 with the number of shares of restricted stock granted each quarter being determined by dividing one-fourth of the aggregate annual award value by the average of the closing prices for the common stock over the 20-day-trading period ending on the last trading day immediately preceding the applicable Grant Date (as defined in the Director Compensation Policy), payable in four equal quarterly installments on the final trading day of each fiscal quarter of the Company. The Director Compensation Policy provides that directors may elect to receive their annual Board retainer and annual committee chair retainer provided in clauses (i) and (ii) above in equity instead of cash. 19
Summary Compensation Table
Summary Compensation Table The following table and the accompanying notes provide summary information regarding the compensation of our named executive officers for each of the last two fiscal years.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Nonequity Incentive Plan Compensation ($)(4) | All Other Compensation ($) | Total ($) | | Robert Ritchie | 2025 | 866,667 | — | 459,125 | 2,497,500 | — | 3,823,292 | | Chief Executive Officer | 2024 | 750,000 | 1,125,000 | — | — | — | 1,875,000 | | Jon Ritchie | 2025 | 700,000 | — | 4,402,078 | 1,005,000 | 12,000⁽⁵⁾ | 6,119,078 | | President | 2024 | 600,000 | 767,500 | — | — | 12,000⁽⁵⁾ | 1,379,500 | | Ben Lurie(6) | 2025 | 425,000 | — | 2,152,708 | 801,000 | 176,611⁽⁷⁾ | 3,555,319 | | Chief Financial Officer | | | | | | | | | David Clark | 2025 | 587,500 | — | 193,313 | 1,005,000 | — | 1,785,813 | | Chairman | 2024 | 402,604 | 843,750 | — | — | — | 1,246,354 |
Summary Compensation Table
23 (1)Represents the amount of base salary actually earned by the named executive officer. For additional information concerning our named executive officer’s base salaries, see “Narrative Disclosure to Summary Compensation Table” below. (2)Represents cash bonuses earned in the respective years. For 2024, the amounts reflect distributions approved by the Board earned by each named executive officer in the fiscal year ended December 31, 2024. For additional information concerning the bonuses paid to our named executive officers, including information regarding when such bonuses were paid, see “Narrative Disclosure to Summary Compensation Table” below. (3)The amounts reported in this column do not reflect the actual economic value realized by our named executive officers. Rather, in accordance with SEC rules, this column represents the aggregate grant date fair value of shares or shares underlying awards of time-based restricted stock units (“RSUs”) granted pursuant to the American Integrity 2025 Long-Term Incentive Plan (the “LTIP”) and stand-alone awards of restricted stock, calculated, with respect to the RSUs, based on the closing price of our common stock on the date of grant in accordance with ASC 718, and, with respect to the awards of restricted stock, based on the IPO price of $16.00 per share, with the exception that the amounts shown assume no forfeitures. A discussion of the assumptions used in the calculation of the amounts is included in Note 2 – “Significant Accounting Policies” in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 26, 2026. (4)Represents annual cash incentive bonuses paid to each named executive officer, which each named executive officer is entitled to pursuant to his respective Post-IPO Employment Agreement (as defined below) determined based on Company financial metrics and thresholds set by our Compensation Committee. For additional detail on the financial metrics and thresholds, see “Narrative Disclosure to Summary Compensation Table” below. (5)Amount reported reflects an auto allowance of $12,000. (6)Information for the 2024 fiscal year is not included because Mr. Lurie was not a named executive officer during the 2024 fiscal year. (7)Amount reported reflects (i) $153,450 of rent for a townhome near the Company’s headquarters in Tampa, Florida, which was provided for the benefit of the Company and (ii) auto lease payments of $23,161.
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the total outstanding equity awards held by each named executive officer as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End Table
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 | | Robert Ritchie | 22,266 | $463,801 | — | — | | Jon Ritchie | 11,719 | $244,107 | — | — | | Ben Lurie | 3,516 | $73,238 | — | — | | David Clark | 9,375 | $195,281 | — | — |
Outstanding Equity Awards at Fiscal Year-End Table
(1)Reflects RSUs granted to each of the named executive officers on December 4, 2025. The RSUs vest in three equal annual installments on each of May 7, 2026, 2027 and 2028, subject to such individual’s continued employment through the applicable vesting date. See “Lurie Consulting Transition” above for more information regarding the potential vesting terms of Ben Lurie’s RSUs. (2)Market value was determined using the closing price of our common stock reported on the NYSE on December 31, 2025, which was $20.83 per share.
Potential Payments in Connection with a Change in Control or Separation
Potential Payments in Connection with a Change in Control or Separation The agreements governing awards of restricted stock, RSUs or PSUs (the “Awards”), granted under the LTIP provide that, upon a change in control of the Company, all Awards become fully vested (with PSUs vesting at the target level). Under the LTIP, a “Change in Control” is defined as a transaction (or transactions) that constitutes a change of ownership or control under Section 409A of the Code. In addition, if the recipient’s employment with or services to the Company terminates by reason of the recipient’s death, total and permanent disability or without cause, all unvested Awards become fully vested (with PSUs vesting at the target level). Further, if the recipient’s employment with the Company terminates for “Good Reason” (as defined in the applicable Post-IPO Employment Agreement) and the recipient is party to an employment agreement with the Company or its subsidiaries, then all unvested Awards become fully vested (with PSUs vesting at the target level). See “Narrative Disclosure to Summary Compensation Table — Post-IPO Employment Agreements” for the material terms of the Post-IPO Employment Agreements that provide for payments to each named executive officer in connection with a resignation, 29 retirement or other termination of such named executive officer or Change in Control of the Company or a change in the named executive officer’s responsibilities following a Change in Control.