DEF 14A of Palomar Holdings, Inc., Apr 10, 2026

DEF 14A of Palomar Holdings, Inc.

Filed Apr 10, 2026 · FY20250002071876-26-000105

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Name | Age | Director Since | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Sustainability Committee | Enterprise Risk Management Committee | Investment Committee | | Daryl Bradley | 70 | 2020 | | ● | | | ● | ● | | | Thomas Bradley | 68 | 2024 | | ● | ● | | | ● | ● |

  3. Director Nominees

    l Chair l Member

  4. Director Nominees

    | Palomar 2026 Proxy Statement | PLMR.com 3 |

  5. Table of Contents

    | 2025 Option Exercises and Stock Vested Table | 55 | | Potential Payments Upon Termination or Change of Control | 56 | | Employment Agreements for Executive Officers | 57 | | CEO Pay Ratio Disclosure | 59 | | Pay vs. Performance Comparison | 60 | | Pay-for-Performance Alignment | 62 | | Security Ownership of Certain Beneficial Owners And Management | 65 | | Indemnification Agreements and Directors’ and Officers’ Liability Insurance | 67 | | Policies and Procedures for Related Party Transactions | 67 | | Other Matters | 67 | | Company Website | 67 | | Availability of Bylaws | 67 | | Available Information | 67 | | Proposals of Stockholders for 2027 Annual Meeting | 68 | | Questions and Answers about the Annual Meeting | 69 | | Appendix A: Non-GAAP Financial Measures and Reconciliation Tables | 75 |

  6. Nominees for Director

    Nominees for Director

  7. Class I Directors for a term expiring at our 2029 Annual Meeting of Stockholders

    Class I Directors for a term expiring at our 2029 Annual Meeting of Stockholders

  8. Class I Directors for a term expiring at our 2029 Annual Meeting of Stockholders

    | Age: 70 Director since 2020 Committees: Audit Committee Sustainability Committee Enterprise Risk Management Committee | Daryl Bradley We believe Mr. D. Bradley is qualified to serve on our Board due to his valuable industry knowledge and practical management experience in insurance and reinsurance. His experience and expertise in human capital and compensation, corporate governance and non-financial risks are important to Palomar’s success. Mr. D. Bradley has served as a member of our Board of Directors since May 2020 and on the boards of directors of our subsidiaries since June 2020. He currently serves on the Board of Directors of Coverys, a leading provider of medical professional liability insurance where he also serves on the Audit and Financial Operations Committees. From 1995 to 2018, Mr. D. Bradley held various roles at Everest Reinsurance Company, a reinsurance and insurance company, most recently acting as Executive Vice President and Head of International Insurance from February 2015 to January 2018. Prior to that, he served as Executive Vice President and President of Insurance Operations, Chairman of Everest Insurance Company of Canada, and President and Board member of Everest’s statutory primary insurance companies from August 2007 to February 2015. Earlier in his career, Mr. D. Bradley held positions at Continental Insurance Corporation from 1992 to 1995 and Fireman’s Fund Insurance Company from 1982 to 1992. Mr. D. Bradley earned his B.A. in Political Science from the University of Chicago. |

  9. Class I Directors for a term expiring at our 2029 Annual Meeting of Stockholders

    | Age: 68 Director since 2024 Committees: Audit Committee Compensation Committee Enterprise Risk Management Committee Investment Committee | Thomas Bradley We believe Mr. T. Bradley is qualified to serve on our Board due to his extensive executive and board-level experience with publicly traded insurance and reinsurance companies. His background in these areas provides valuable insight and leadership expertise that contribute to our organization’s growth and strategic direction. Mr. T. Bradley is the former Executive Chairman and Chief Executive Officer of Argo Group International Holdings, Ltd. (“Argo”) (NYSE: ARGO), where he led a review of strategic alternatives that resulted in the company’s sale to Brookfield in 2023. He also served on Argo’s Board of Directors from August 2018 and as Chairman from April 2020 until November 2023. Since November 2021, he has served on the Board of Directors of Horace Mann Educators Corporation, an insurance and financial services company (NYSE: HMN), where he acts as the Chair of its Audit Committee. He has also served on the board of CopperPoint Insurance Company since December 2023 and chairs its Finance & Investment Committee. In December 2025, he joined the Board of Directors of Canopious Insurance. Previously, Mr. T. Bradley served as the Chief Financial Officer and Executive Vice President of Allied World Assurance Company Holdings, a global provider of insurance and reinsurance solutions, from 2012 until 2018. During his more than 40-year career, Mr. T. Bradley also acted as the Executive Vice President and Chief Financial Officer for two other public companies, Fair Isaac Corporation and the St. Paul Companies. He also held senior financial and operational positions at Zurich Insurance Group, including Chief Financial Officer of North America and Chief Executive Officer of the Universal Underwriters Group. Mr. T. Bradley received a B.S. in Accounting from the University of Maryland and an M.B.A. with a concentration in Finance from Loyola University. |

  10. Class I Directors for a term expiring at our 2029 Annual Meeting of Stockholders

    | Palomar 2026 Proxy Statement | PLMR.com 9 |

  11. Continuing Directors

    Continuing Directors

  12. Class II Directors with a term expiring at our 2027 Annual Meeting of Stockholders

    Class II Directors with a term expiring at our 2027 Annual Meeting of Stockholders

  13. Class II Directors with a term expiring at our 2027 Annual Meeting of Stockholders

    | Age: 55 Director since 2019 Committees: Audit Committee Nominating and Corporate Governance Committee Investment Committee | Catriona M. Fallon We believe Ms. Fallon is qualified to serve on our Board because of her vast experience as a senior executive and her strategic financial insight. Her expertise, including her roles as Chief Financial Officer and as a board member across publicly traded companies of various sizes, are crucial to Palomar’s continued growth and success. Ms. Fallon has served as a member of our Board of Directors since May 2019 and on the boards of directors of our subsidiaries since April 2024. She currently serves on the Board of Directors for Arlo Technologies, Inc., a smart home technology Company based in Carlsbad, CA (Nasdaq: ARLO). Previously, she served on the board of General Fusion, a Canadian company pursuing the fastest and most practical path to commercial fusion energy. Ms. Fallon also previously served on the Board of Directors of Cray Inc. (Nasdaq: CRAY), until its acquisition by Hewlett Packard Enterprise. She is an Executive Advisor and Investor, offering Chief Financial Officer advisory services and strategies to pre-IPO companies. Ms. Fallon previously served as Chief Financial Officer for several technology companies, including Aktana, a software and services company; Hitachi Vantara, a multi-billion-dollar digital solutions subsidiary of Hitachi, Ltd.; Silver Spring Networks where she helped to execute the sale of the company to Itron; Marin Software, a company providing software as a service to optimize online advertising; and SambaNova Systems, Inc., an AI semiconductor and cloud-based AI software provider. She has held other leadership positions across technology companies including Cognizant Technology Solutions and Hewlett-Packard. Early in her career, she worked as an equity analyst at Citigroup Investment Research and held roles with Piper Jaffray & Company, and McKinsey & Company. Ms. Fallon holds an M.B.A. from Harvard Business School, and a B.A. in Economics from UCLA. |

  14. Class II Directors with a term expiring at our 2027 Annual Meeting of Stockholders

    | Age: 60 Director since 2021 Committees: Audit Committee Compensation Committee Sustainability Committee | Daina Middleton We believe Ms. Middleton is qualified to serve on our Board because of her deep expertise in digital and channel marketing, data, analytics and artificial intelligence (“AI”). Her tenure as a former Chief Executive Officer combined with her board and committee service across publicly traded and privately held companies contributes invaluable perspective to our organization. Ms. Middleton has served as a member of our Board of Directors since July 2021. She is a co-founder of PrismWork, a leadership and culture consultancy. She was formerly the Chief Executive Officer of Britelite Immersive, an experiential creative technology company that built immersive and interactive client experiences, which was sold to a strategic acquirer in November 2021. Previously, she served as the Chief Executive Officer of Ansira, an independent marketing technology and services company focused on customer relationship development. Prior to that, she held top-level management positions with Twitter; Performics - a global performance marketing solutions firm-, and Hewlett-Packard, where she led global advertising. Over her nearly 30-year career, Ms. Middleton has consulted broadly across industries to assist management in leading global teams, optimizing digital marketing and nurturing company culture. She currently serves on the Board of Directors of Marin Software (Nasdaq: MRIN) and two private equity-backed marketing services companies: Level Agency and Bond Brand Loyalty. Additionally, she is an advisor for several early-stage, women-founded companies. Ms. Middleton serves as a member of Oregon State University’s School of Arts & Communication Advisory Council, where she received a B.A. in Technical Journalism. Additionally, Ms. Middleton earned certifications in AI Strategy from MIT and Sustainability Strategy from Stanford University. |

  15. Class II Directors with a term expiring at our 2027 Annual Meeting of Stockholders

    | Palomar 2026 Proxy Statement | PLMR.com 10 |

  16. Class II Directors with a term expiring at our 2027 Annual Meeting of Stockholders

    | Age: 54 Director since 2019 Committees: Compensation Committee Nominating and Corporate Governance Committee Investment Committee | Richard H. Taketa We believe Mr. Taketa is qualified to serve on our Board due to his extensive executive experience in the insurance industry and proven track record as a director of several publicly traded and privately held companies. His expertise in mergers and acquisitions, capital markets, and investment strategies is helpful to Palomar’s continued growth and success. Mr. Taketa, our Lead Independent Director, has served as a member of our Board of Directors since March 2019 and on the boards of directors of our subsidiaries since October 2018. Mr. Taketa serves as President of Taketa Capital Corporation, where he has worked since September 2018. Mr. Taketa served as Chief Executive Officer and President of York Risk Services Group, Inc. (“York”), from January 2014 through September 2018; previously, he held the positions of Chief Operating Officer, Chief Strategy Officer, and President at numerous York divisions and subsidiaries since 2006. Prior to joining York, he served as the Chief Executive Officer of Southern California Risk Management Associates and practiced law as an associate at DLA Piper LLP. Mr. Taketa currently serves on the Board of Directors of Veritone, Inc. (Nasdaq: VERI), Farmers and Merchants Bank of Long Beach (OTC: FMBL), and several privately held companies. He is a member of both the Strategic Advisory Board of Genstar Capital, a private equity investment firm, and the Board of Trustees of the Hoag Hospital Foundation, previously serving on the Hoag Memorial Hospital Board. Mr. Taketa earned his B.A. in Economics from Colgate University and his J.D. from Stanford Law School. |

  17. Class II Directors with a term expiring at our 2027 Annual Meeting of Stockholders

    | Palomar 2026 Proxy Statement | PLMR.com 11 |

  18. Class III Directors with a term expiring at our 2028 Annual Meeting of Stockholders

    Class III Directors with a term expiring at our 2028 Annual Meeting of Stockholders

  19. Class III Directors with a term expiring at our 2028 Annual Meeting of Stockholders

    | Age: 51 Director since 2014 Committees: Sustainability Committee Enterprise Risk Management Committee Investment Committee | Mac Armstrong We believe Mr. Armstrong is qualified to serve on our Board of Directors due to his extensive experience leading insurance companies and his deep industry knowledge. As the founder of the Company, Mr. Armstrong has been instrumental in shaping its strategic vision and guiding its success from inception. His extensive leadership background in both insurance and private equity equips him with a unique perspective and strategic understanding that is invaluable for steering the Company forward. Mr. Armstrong has served as our Chief Executive Officer and a Director since February 2014 and Chairman of our Board of Directors since June 2020. Prior to joining our Company, Mr. Armstrong served as the President of Arrowhead General Insurance Agency, which he joined in June 2009, having previously served as Chief Financial Officer and Chief Operating Officer. Mr. Armstrong led the sale of Arrowhead to Brown & Brown, Inc. (NYSE: BRO) in January 2012. Mr. Armstrong’s prior experience includes roles at Spectrum Equity Investors, a private equity investment firm, where he led the insurance investing practice, and at Alex. Brown & Sons/ BT Alex. Brown Inc., an investment bank acquired by Deutsche Bank. Additionally, he is a member of both the Board of Advisors of Cloverlay Investment Management LLC, a private equity investment firm, and the Board of Trustees of the Bishop’s School. Mr. Armstrong earned an A.B. from Princeton University. |

  20. Class III Directors with a term expiring at our 2028 Annual Meeting of Stockholders

    | Age: 65 Director since 2020 Committees: Compensation Committee Nominating and Corporate Governance Committee Enterprise Risk Management Committee | Martha Notaras We believe Ms. Notaras is qualified to serve on our Board, given her extensive experience working with emerging private and publicly traded companies. She brings a wealth of knowledge from over 30 years as a strategic investor and venture capitalist in insurance and insurance-related industries, using her long-standing board service to provide the Company with valuable insight. Ms. Notaras has served as a member of our Board of Directors since February 2020. Ms. Notaras is General Partner at Brewer Lane Ventures, investing in early stage insurtech and fintech companies. Prior to joining Brewer Lane Ventures, Ms. Notaras was Partner at XL Innovate, where she invested in early stage insurtechs, including Lemonade (NYSE: LMND), which went public in 2020. Ms. Notaras currently serves on the board of ATTOM Data, a Lovell Minnick portfolio company, and Powerlytics, a portfolio company of Brewer Lane Ventures. Previously, she led corporate development for the business analytics division of the Daily Mail, where she acquired 20 companies, including insurtech pioneer Risk Management Solutions. Ms. Notaras has served as Board Director for many early- and growth-stage companies focused on fintech, insurtech, proptech, edtech and digital media. Her prior experience includes investment banking at Merrill Lynch and commercial banking at Credit Suisse. Ms. Notaras earned her A.B. Cum Laude from Princeton University and her M.B.A. from Harvard Business School, where she was named a Baker Scholar, an award recognizing graduates in the top five percent of the class. |

  21. Class III Directors with a term expiring at our 2028 Annual Meeting of Stockholders

    | Palomar 2026 Proxy Statement | PLMR.com 12 |

  22. Identifying and Evaluating Nominees for Director

    Identifying and Evaluating Nominees for Director The Nominating and Corporate Governance Committee use the following procedures to identify and evaluate any individual recommended or offered for nomination to the Board:

  23. Identifying and Evaluating Nominees for Director

    | • | Candidates recommended by stockholders are evaluated in the same manner as candidates recommended to the Nominating and Corporate Governance Committee from other sources. |

  24. Identifying and Evaluating Nominees for Director

    | • | In its evaluation of director candidates, including the members of the Board eligible for re-election, the Nominating and Corporate Governance Committee will consider the following: |

  25. Identifying and Evaluating Nominees for Director

    | — | any specific minimum qualifications that it believes must be met by a nominee for a position on the Board; |

  26. Identifying and Evaluating Nominees for Director

    | — | any specific qualities or skills that it believes are necessary for one or more of the Board members to possess; and |

  27. Identifying and Evaluating Nominees for Director

    | — | the desired qualifications, expertise, experience, and characteristics of Board members, with the goal of developing an experienced and highly qualified Board. |

  28. Identifying and Evaluating Nominees for Director

    | • | The Nominating and Corporate Governance Committee may engage a third-party recruitment firm to support the identification and evaluation of director candidates. In 2025, the Nominating and Corporate Governance Committee engaged Russell Reynolds Associates, an executive search and leadership advisory firm, to identify and assess director candidates. |

  29. Identifying and Evaluating Nominees for Director

    | • | For Board membership, the criteria considered includes independence, diversity of experience, demonstrated leadership, and the ability to exercise sound judgment. The backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities that shall assist the Board in fulfilling its responsibilities. Although there is no specific policy regarding diversity in identifying director nominees, both the Nominating and Corporate Governance Committee and the Board seek the talents, backgrounds and perspectives that would be most helpful to us in selecting director nominees. In particular, the Nominating and Corporate Governance Committee, when recommending director candidates to the full Board for nomination, may consider whether a director candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. |

  30. Director Compensation

    Director Compensation The Compensation Committee adopted a formal non-employee director compensation program to attract and retain independent, qualified candidates to serve on the Board by providing competitive compensation and aligning the interest of our non-employee directors with those of our stockholders through long-term equity incentives. The Board determines director compensation after considering the recommendations of the Nominating and Corporate Governance Committee and the Compensation Committee. The Compensation Committee reviews director compensation annually, assisted by its independent compensation consultant, Pay Governance LLC (“Pay Governance”), a leading independent global executive and director compensation advisory firm. In setting non-employee director compensation recommendations, the Committee considers various factors including market comparison studies and trends, the responsibilities of directors generally, including committee chairs, and the amount of time that directors expend in fulfilling their duties. The Committee utilizes a balance of cash and equity. Elements of the 2025 Director Compensation were as follows:

  31. Director Compensation

    | • | annual board member service retainer payable in quarterly cash installments; |

  32. Director Compensation

    | • | annual committee chair cash retainer (in lieu of annual committee member service retainer) payable in quarterly cash installments; |

  33. Director Compensation

    | • | annual equity retainer payable in Restricted Stock Units (“RSUs”) in connection with the Annual Meeting with a 1-year cliff vesting schedule; |

  34. Director Compensation

    | • | equity incentives payable to new directors in RSUs with a 1-year cliff vesting schedule; |

  35. Director Compensation

    | • | annual professional development program reimbursement up to a specified amount; and |

  36. Director Compensation

    | • | reimbursement of reasonable out-of-pocket expenses incurred by the director in connection with attending board and committee meetings. |

  37. Director Compensation

    | Palomar 2026 Proxy Statement | PLMR.com 21 |

  38. Director Compensation

    The following table sets forth information regarding compensation earned by our non-employee directors for service on the Board of Directors and the boards of directors of our subsidiaries during the year ended December 31, 2025. Directors who are also employees receive no additional compensation for their service as a director. Accordingly, Mr. Armstrong’s compensation as a Named Executive Officer is discussed under “Executive Compensation-Compensation Discussion & Analysis.”

  39. 2025 Director Compensation Table

    2025 Director Compensation Table

  40. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Daryl Bradley | 135,000 | 114,986 | — | 249,986 | | Thomas Bradley | 130,000 | 114,986 | — | 244,986 | | Catriona M. Fallon | 150,000 | 114,986 | — | 264,986 | | Daina Middleton | 135,000 | 114,986 | — | 249,986 | | Martha Notaras | 135,000 | 114,986 | — | 249,986 | | Richard H. Taketa | 180,000 | 114,986 | — | 294,986 |

  41. 2025 Director Compensation Table

    | (1) Amounts in this column reflect compensation earned in 2025 for service as a member of the Board and as a member of the boards of directors of our subsidiaries. |

  42. 2025 Director Compensation Table

    | (2) In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of RSUs, as computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 13 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by our non-employee Directors upon the vesting of such equity awards or the sale of the common stock underlying such awards. |

  43. 2025 Director Compensation Table

    | Palomar 2026 Proxy Statement | PLMR.com 22 |

  44. Proposal No. 1 Election of Directors

    Proposal No. 1 Election of Directors Under our governing documents, the Board has the power to set the number of directors from time to time by resolution. We currently have seven authorized directors serving on the Board, of which six directors are “Independent” as defined under Nasdaq listing standards. In accordance with our Certificate of Incorporation, the Board is divided into three classes with staggered three-year terms. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the Board may have the effect of delaying or preventing changes in control of the Company. In 2022, we amended and restated our Certificate of Incorporation to provide that our directors will be elected for one-year terms beginning with the 2027 Annual Meeting of Stockholders. At the Annual Meeting, two Class I directors will be elected for three-year terms. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Daryl Bradley and Thomas Bradley to stand for re-election by stockholders, in each case for a three-year term expiring at the 2029 Annual Meeting of Stockholders or until his successor is duly elected and qualified.

  45. Nominees for Director

    Nominees for Director The Nominating and Corporate Governance Committee has recommended, and the Board has approved, Daryl Bradley and Thomas Bradley as nominees for election as Class I directors at the Annual Meeting. If elected, Daryl Bradley and Thomas Bradley will serve as Class I directors until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.” If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Mr. D. Bradley and Mr. T. Bradley. We expect that Mr. D. Bradley and Mr. T. Bradley will accept such nomination; however, in the event that a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Board to fill such vacancy. If you are a beneficial owner of shares of our common stock and you do not give voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee will leave your shares unvoted on this matter.

  46. Audit Committee Report

    | Age: 51 Chairman of the Board and Chief Executive Officer | Mac Armstrong Mr. Armstrong has served as our Chief Executive Officer and a Director since February 2014 and Chairman of the Board of Directors since June 2020. Prior to joining our Company, Mr. Armstrong served as the President of Arrowhead General Insurance Agency, which he joined in June 2009, previously holding the positions of Chief Financial Officer and Chief Operating Officer. Mr. Armstrong led the sale of Arrowhead to Brown & Brown, Inc. in January 2012. Mr. Armstrong’s prior experience includes Spectrum Equity Investors, a private equity investment firm where he led the insurance investing practice and Alex. Brown & Sons/ BT Alex. Brown Inc., an investment bank acquired by Deutsche Bank. Mr. Armstrong is a member of both the Board of Advisors of Cloverlay Investment Management LLC, a private equity investment firm, and the Board of Trustees of the Bishop’s School. Mr. Armstrong earned an A.B. from Princeton University. |

  47. Role of the Compensation Committee

    | • | reviewing annually all director compensation and benefits for service on the Board and committees of the Board and recommending any changes to the Board as necessary; and |

  48. Role of the Independent Compensation Committee Consultant

    | • | the evaluation of long-term incentive compensation practices and annual and long-term incentive plan design; |

  49. Role of the Independent Compensation Committee Consultant

    | • | the evaluation and selection of a compensation benchmarking comparator peer group; |

  50. Role of the Independent Compensation Committee Consultant

    | • | market benchmarking data around executive and director pay levels and design; and |

  51. Role of the Independent Compensation Committee Consultant

    | • | the competitiveness of the executive officers’ elements of compensation and post-employment benefits contained in executive employment agreements. |

  52. Peer Group Benchmarking Analysis

    Peer Group Benchmarking Analysis To ensure that the executive compensation program is competitive and allows us to meet our objective of attracting, retaining, and motivating a high-performing executive team, the Compensation Committee, with assistance from Pay Governance, has established a peer group to benchmark executive compensation data and practices. For 2025 benchmarking purposes, our peer group consisted of the following:

  53. Peer Group Benchmarking Analysis

    | Assured Guaranty | Kemper Corporation | Skyward Specialty Insurance | | Employers Holdings | Kinsale Capital Group | Steward Information Services | | Enstar Group | Lemonade, Inc. | The Baldwin Insurance Group | | First American Financial Corp. | RLI Corp. | Trupanion, Inc. | | Hamilton Insurance Group | Safety Insurance Group | White Mountains Insurance Group | | HCI Group | Selective Insurance Group | |

  54. Peer Group Benchmarking Analysis

    The Compensation Committee has benchmarked our executive compensation against these companies for purposes of establishing our 2025 compensation program and reviewed the overall peer compensation information to understand how our NEO’s total compensation compares to competitive norms. To ensure Palomar’s peer group remains representative of the competitive landscape in which we operate and is appropriate from a size standpoint, we annually review the peer group and adjust if appropriate. For 2026 benchmarking purposes, after conducting a review of the prevailing competitive market with the assistance of Pay Governance, the Compensation Committee updated the peer group to consist of the below 15 public companies, of which 14 were constituents of the 2025 peer group and one is a new addition. When determining the benchmarking peer group for 2026, the Compensation Committee considered the Company’s weighted positioning of market capitalization and market cap-to-GWP, to ensure we maintain an appropriate comparator group from a size standpoint. The Compensation Committee believes market cap-to-GWP ratio in particular is an optimal size metric for peer group construction purposes, as it best measures a company’s ability to generate strong top and bottom-line growth relative to their asset base. Among other items, the Compensation Committee also considered the degree to which our compensation comparator group included peer of peers and reverse peers.

  55. Peer Group Benchmarking Analysis

    | Assured Guaranty | Kinsale Capital Group | Skyward Specialty Insurance | | First American Financial Corp. | Lemonade, Inc. | Steward Information Services | | Hamilton Insurance Group | RLI Corp. | The Baldwin Insurance Group | | HCI Group | Safety Insurance Group | The Hanover Insurance Group | | Kemper Corporation | Selective Insurance Group | White Mountains Insurance Group |

  56. Peer Group Benchmarking Analysis

    | Palomar 2026 Proxy Statement | PLMR.com 36 |

  57. Peer Group Benchmarking Analysis

    Specific changes made to the 2026 benchmarking peer group included the following:

  58. Peer Group Benchmarking Analysis

    | Company | | Reason | | Removals | Employers Holdings | No longer meets size/scope criteria | | | Enstar Group | Acquired by Sixth Street | | | Trupanion, Inc. | No longer meets size/scope criteria | | Additions | The Hanover Insurance Group | Competitor in business opportunities and executive talent, and falls within defined size criteria. |

  59. Peer Group Benchmarking Analysis

    | Palomar 2026 Proxy Statement | PLMR.com 37 |

  60. Compensation Elements Used to Achieve Compensation Philosophy and Objectives

    | | Element | Key Characteristics | Why We Pay This Element | How We Determine Amount | Key Design Features | | Fixed (Not at Risk) | Base Salary | Representing the sole fixed compensation component of our pay mix, payable in cash and reviewed annually, and adjusted when appropriate. | To provide stable and competitive base pay to facilitate the attraction and retention of a high-performing executive team. | Individual performance, experience, job scope, and compensation benchmarking. | • We generally set base salaries near the median of market or higher when warranted by performance, though pay may vary depending on the value and supply/ demand dynamics of the position. | | Variable (At Risk) | Annual Incentive Plan | Variable compensation component capped at a maximum level (200% of target for 2025) payable in cash based on performance against annually established Company metrics and individual performance. | To motivate and reward the successful achievement of pre-determined Company financial objectives and individual performance. | Target opportunity is based on job scope and competitive benchmarking. Payouts are based on Company and individual performance against rigorous objectives. | • Company performance metrics (80%): —40% pre-tax adjusted net income (“ANI”) —40% pre-tax ANI pre-catastrophe losses • Individual management by objectives (20%) | | | LTI (“Long-Term Incentives”)–Performance Stock Units (“PSUs”) | PSUs represents a right to receive shares based on Company financial performance. The performance period for the PSUs tied to Adjusted ROE (70% allocation) is three years. All PSUs are subject to three-year cliff vesting. | To align the interests of executives with long-term stockholder value creation under our five guiding principles and to attract and retain talent. | Awards based on the individual’s ability to impact future results, job scope, individual performance, and review of competitive pay practices. | • Based wholly on Company performance: —70% Adjusted ROE —30% GWP • Payouts are subject to +/-20% modifier based on the Company’s stock market performance relative to the S&P 1500 P&C Insurance Index | | | LTI–Restricted Stock Units (“RSUs”) | RSUs represent the right to receive shares that vest ratably on each of the first three anniversaries of the grant date, subject to the individual’s continued service. | | | • Value of RSUs tracks Palomar’s stock price over the three-year vesting period, which fosters long-term alignment of management and shareholder interests. |

  61. 2025 Target Compensation and Pay Mix

    | Executive | Base Salary ($) | Target Bonus % | Target Bonus ($) | Target LTI ($)(1)(2) | Total Target Comp ($) | | Mac Armstrong | $1,250,000 | 175% | $2,187,500 | $3,750,000 | $7,187,500 | | Chris Uchida | 592,000 | 100% | 592,000 | 1,272,800 | 2,456,800 | | Jon Christianson | 558,000 | 100% | 558,000 | 1,171,800 | 2,287,800 | | Jon Knutzen | 495,000 | 90% | 445,000 | 940,500 | 1,881,000 | | Rodolphe Hervé | 446,000 | 70% | 312,200 | 669,000 | 1,427,200 |

  62. Base Salaries

    Our CEO’s 2025 base salary was established in connection with his new employment agreement that was entered into in December 2024 and aligned his 2025 base salary with peer levels. The Compensation Committee and CEO determined that no increase would be made to the CEO’s salary for 2026, thereby resulting in an equivalent per annum increase of 11.8% over two years. Other NEOs received 2025 base salary increases ranging from 5% to 15% based on a review of their role, performance and the peer group benchmarking data as provided by Pay Governance. These increases were generally aimed to more closely match base salaries with market benchmarks as established by our peer group and to reflect Palomar’s industry-leading performance relative to Property & Casualty Insurance peers.

  63. Annual Incentive Plan

    Annual Incentive Plan A second key component in Palomar’s compensation framework is the Annual Incentive Plan, (“AIP”), which is our annual cash bonus program. The AIP has the potential to reward NEOs for the achievement of financial, strategic, and operational performance objectives over an annual period. Each NEO was eligible to participate in the 2025 AIP, which was capped at a maximum payout of 200% of target for the year. The Compensation Committee oversees the AIP, evaluates the individual performance component, and approves the bonus payments of each NEO. Bonus awards are payable in cash by no later than March 15th of the year following the performance year. The table below summarizes the performance metrics used to determine the 2025 annual cash incentives, the weighting of each metric, and the threshold, target, and maximum payout hurdles:

  64. Annual Incentive Plan

    | 2025 Metrics | Weighting | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | | Pre-Tax Adjusted Net Income (“ANI”)(1) | 40% | $187.0 | $220.0 | $252.9 | | Pre-Tax ANI Before Catastrophe Losses(2) | 40% | $205.3 | $241.5 | $277.8 | | Management by Objectives (MBOs) | 20% | | Individual Goals | |

  65. Annual Incentive Plan

    | (1) Pre-tax ANI is a non-GAAP metric we use internally to evaluate our financial performance and is a key metric by which external stakeholders evaluate our performance. See Appendix A for reconciliation of this measure to pre-tax net income calculated in accordance with GAAP. |

  66. Annual Incentive Plan

    | (2) Pre-tax ANI before catastrophe losses is a non-GAAP metric we use internally that allows us to evaluate our financial performance without the volatility caused by catastrophe losses. See Appendix A for reconciliation of this measure to pre-tax net income calculated in accordance with GAAP. |

  67. Annual Incentive Plan

    Payouts under the 2025 AIP range from 50% at threshold to 200% at maximum, with no bonuses earned for performance below threshold.

  68. Annual Incentive Plan

    | Palomar 2026 Proxy Statement | PLMR.com 40 |

  69. Pre-Tax Adjusted Net Income and Pre-Tax Adjusted Net Income Before Catastrophe Losses

    | Metric | Threshold (50%) | Target (100%) | Max (200%) | Actual Result | Payout as a % of Target | | Pre-Tax ANI ($ in millions) | $187.0 | $220.0 | $252.9 | $274.6 | 200.0% | | Pre-Tax ANI Before Catastrophe Losses ($ in millions) | $205.3 | $241.5 | $277.8 | $273.8 | 189.2% |

  70. Aggregate 2025 AIP Payouts

    Aggregate 2025 AIP Payouts Based on Company performance under the pre-tax ANI and pre-tax ANI before catastrophe losses metrics and individual performance under the MBO metric, NEOs achieved a weighted average aggregate payout under the 2025 AIP of 176% of target, calculated as follows:

  71. Aggregate 2025 AIP Payouts

    | Metric | Weighting | Payout as a % of Target | Weighted Average Payout | | Pre-Tax ANI | 40% | 200% | 80% | | Pre-Tax ANI Before Catastrophe Losses | 40% | 189% | 76% | | MBOs | 20% | 100% | 20% | | Total Payout as a % of Target | | | 176% |

  72. Aggregate 2025 AIP Payouts

    Accordingly, 2025 bonus payouts for NEOs were calculated as follows:

  73. Aggregate 2025 AIP Payouts

    | Executive | 2025 Target Bonus ($) | Earned Payout % | 2025 Bonus Payout ($) | | Mac Armstrong | $2,187,500 | 176% | $3,843,298 | | Chris Uchida | 592,000 | 176% | 1,040,106 | | Jon Christianson | 558,000 | 176% | 980,370 | | Jon Knutzen | 445,500 | 176% | 782,715 | | Rodolphe Hervé | 312,200 | 176% | 548,516 |

  74. Long-Term Equity Compensation

    Long-Term Equity Compensation The third component in our compensation program is the utilization of long-term equity incentives, or LTI compensation, which comprises a key part of our NEOs’ compensation packages. The Company’s LTI compensation program focuses the efforts of our NEOs and other executive officers on the achievement of long-term objectives and aligns the long-term financial interests of executive officers with those of our stockholders. The value of awards granted under the LTI program is dependent on future stock performance and incentivizes our NEOs to take actions to drive sustained, long-term shareholder value creation. LTI equity awards are typically issued to the NEOs and other team members on an annual basis and are based on a predetermined target percentage of the NEO’s annual salary. All 2025 LTI grants vest over three years, ensuring long-term alignment of management and shareholder interests.

  75. Long-Term Equity Compensation

    | Palomar 2026 Proxy Statement | PLMR.com 42 |

  76. Long-Term Equity Compensation

    For 2025, the LTI mix for our NEOs was as follows: Based on the 2025 LTI mix, we granted the following LTI awards to our NEOs for 2025:

  77. Long-Term Equity Compensation

    | Executive | Target 2025 LTI | LTI $ Value in PSUs (50%) | LTI $ Value in RSUs (50%) | | Mac Armstrong | $3,750,000 | $1,875,000 | $1,875,000 | | Chris Uchida | 1,272,800 | 636,400 | 636,400 | | Jon Christianson | 1,171,800 | 585,900 | 585,900 | | Jon Knutzen | 940,500 | 470,250 | 470,250 | | Rodolphe Hervé | 669,000 | 334,500 | 334,500 |

  78. Long-Term Equity Compensation

    | Palomar 2026 Proxy Statement | PLMR.com 43 |

  79. Performance Objectives Under Our 2025 PSU Grants

    Performance Objectives Under Our 2025 PSU Grants Performance for the 2025 PSU grants was measured based on the following Company metrics:

  80. Performance Objectives Under Our 2025 PSU Grants

    | • | 70% based on Adjusted ROE; and |

  81. Performance Objectives Under Our 2025 PSU Grants

    | • | 30% subject to GWP objectives. |

  82. Performance Objectives Under Our 2025 PSU Grants

    Adjusted ROE serves as a measure of our capital efficiency, while GWP represents an important top-line metric that shareholders use to evaluate our ability to profitably grow the business. Payouts of PSU grants range from 50% for attainment of performance objectives at threshold to 200% for attainment of performance at maximum, with no units vesting in the event of below threshold performance. The majority portion of the PSU grants tied to Adjusted ROE (70%) have a three-year measurement period. The minority portion of the PSUs tied to GWP continues to have a one-year measurement period (with two additional years of time-based vesting after conclusion of the measurement period), as the year-over-year volatility in key drivers of GWP, such as availability and cost of reinsurance, makes it difficult to establish GWP targets multiple years in advance. The specific threshold, target and maximum level Adjusted ROE and GWP objectives for our 2025 PSUs, along with our actual performance for 2025, were as follows:

  83. Performance Objectives Under Our 2025 PSU Grants

    | Metric | Weighting | Threshold (50%) | Target (100%) | Max (200%) | Actual PLMR Result | Payout as a % of Target | | Adjusted ROE | 70% | 9.0% | 12.0% | 15.0% | 25.9% | TBD(1) | | GWP | 30% | $1.63B | $1.92B | $2.20B | $2.03B | 139% | | Total Payout | | | | | | TBD(1) |

  84. Performance Objectives Under Our 2025 PSU Grants

    | (1) As the majority portion of our 2025 PSUs tied to Adjusted ROE (70%) incorporate a three-year measurement period, the blended payout multiple for our 2025 PSU grants will not be known until the conclusion of the 2025-2027 performance period. |

  85. Performance Objectives Under Our 2025 PSU Grants

    For 2025, the Company achieved Adjusted ROE of 25.9% due to continued strong underwriting and investing results. Our GWP increased by approximately 32% due to strong growth across multiple lines of business including the Company’s core earthquake line, inland marine and other property line, and newer lines such as casualty, crop and surety.

  86. Implementation of a Relative Total Shareholder Return Modifier

    Implementation of a Relative Total Shareholder Return Modifier After considering feedback received from our shareholders during our annual shareholder outreach, we introduced a relative total shareholder return (“RTSR”) modifier to the 2025 PSU grants. As a result, at the conclusion of the 2025-2027 performance period, 2025 PSU payouts will be adjusted up or down based on RTSR performance measured against the S&P 1500 P&C Insurance Index (the “Index”) over the three-year measurement period as follows:

  87. Payouts Earned for 2023 PSUs

    Payouts Earned for 2023 PSUs The 2023 PSU awards covering the 2023-2025 performance period concluded their three-year cliff vesting requirement in January 2026 and were released to participants upon vest. The specific threshold, target and maximum level Adjusted ROE and GWP objectives for the 2023 PSUs, along with our actual performance, were as follows:

  88. Payouts Earned for 2023 PSUs

    | Metric | Weighting | Threshold (50%) | Target (100%) | Max (200%) | Actual PLMR Result | Payout as a % of Target | | Adjusted ROE | 70% | 9.0% | 12.0% | 15.0% | 21.9% | 200% | | GWP | 30% | $935.0M | $1.10B | $1.27B | $1.14B | 130% | | Total Payout | | | | | | 179% |

  89. Payouts Earned for 2023 PSUs

    The total number of units which our NEOs earned under the 2023 PSU program that concluded in January 2026 were as follows:

  90. Payouts Earned for 2023 PSUs

    | Executive | 2023 Target PSUs Granted (#) | Earned Performance Multiple | 2023 Earned PSUs (#) | | Mac Armstrong | 12,798 | 179% | 22,907 | | Chris Uchida | 3,162 | 179% | 5,660 | | Jon Christianson | 2,986 | 179% | 5,345 | | Jon Knutzen | 2,670 | 179% | 4,779 | | Rodolphe Hervé(1) | — | — | — |

  91. Payouts Earned for 2023 PSUs

    (1) Mr. Hervé joined the Company in July 2024 and did not participate in the 2023 PSU grants.

  92. Payouts Earned for 2023 PSUs

    | Palomar 2026 Proxy Statement | PLMR.com 45 |

  93. Base Salaries

    Our Compensation Committee and CEO determined that no increase would be made to the CEO’s salary for 2026. In establishing 2026 salary levels for our other NEOs, the Compensation Committee evaluated the salaries and performance of our other NEOs relative to the 2026 peer group benchmarking analysis prepared by Pay Governance. The analysis indicated that our other NEO salary levels were below market considering their performance relative to peers and contribution to our industry-leading performance, and accordingly, our other NEOs received adjustments to their 2026 salaries to better position their base pay levels relative to market taking into consideration our size and performance.

  94. 2026 AIP

    2026 AIP For 2026, we continued to use pre-tax ANI and pre-tax ANI before catastrophe losses as the corporate AIP metrics given they represent core Company measures that drive shareholder value and for which management should be held accountable. For 2026, the AIP is subject to the following performance objectives:

  95. 2026 AIP

    | Metric | Weighting | Threshold | Target | Max | | Pre-Tax ANI ($ in millions) | 40% | $288.4 | $320.5 | $352.5 | | Pre-Tax ANI Before Catastrophe Losses ($ in millions) | 40% | $312.6 | $347.3 | $382.1 | | Individual MBOs(1) | 20% | Individual Goals | | |

  96. 2026 AIP

    | (1) All our NEOs are tasked with the execution of our sustainability strategy, and accordingly, with respect to our 2026 AIP, 100% of our NEOs (including our CEO) have sustainability objectives directly included in their MBOs. |

  97. 2026 AIP

    | Palomar 2026 Proxy Statement | PLMR.com 46 |

  98. 2026 Long-Term Equity Compensation

    2026 Long-Term Equity Compensation A fundamental component of our compensation offerings has been and will continue to be long-term equity-incentive grants, not only for NEOs but for all Palomar team members, as we grant stock awards across the organization as part of our effort to foster an ownership culture. For our NEOs, long-term equity compensation comprises the largest component of their annual target compensation package to promote alignment of management and shareholder interests, and for 2026, we further increased the portion of each officer’s target total compensation mix awarded in the form of LTI.

  99. 2026 LTI Mix

    2026 LTI Mix Based on shareholder feedback supporting the current LTI mix, we maintained the same LTI mix for 2026 of (i) 50% PSUs and (ii) 50% RSUs. All 2026 grants continue to have a three-year vesting period to foster long-term alignment of management and shareholder interests.

  100. 2026 PSUs

    2026 PSUs For 2026, PSUs are based (i) 70% on Adjusted ROE and (ii) 30% on GWP, as these metrics are key drivers of the Company’s long-term shareholder value creation strategy. The financial objectives for the 2026 PSUs are as follows:

  101. 2026 PSUs

    | Metric | Weighting | Performance Period | Vesting Period | Threshold | Target | Max | | Adjusted ROE | 70% | 3 years | 3 years | 9.0% | 12.0% | 15.0% | | GWP | 30% | 1 year | 3 years | $2.21B | $2.46B | $2.71B |

  102. 2026 PSUs

    Most of the PSUs tied to Adjusted ROE (70%) have a three-year measurement period. The minority portion of the PSUs tied to GWP have a one-year measurement period (with two additional years of service-based vesting requirements), as the year-over-year variability in key drivers of GWP, such as availability and cost of reinsurance, makes it difficult to establish GWP targets multiple years in advance. The target GWP hurdle for the Company’s 2026 PSU grants represents an implied 28% increase over the target GWP hurdle for the prior year 2025 PSU awards. Consistent with the 2025 PSUs, payouts of the 2026 PSU grants will be adjusted up or down by a maximum +/-20% based on RTSR performance measured against the Index over the three-year 2026-2028 period. In the event the Company both (i) meets or exceeds Maximum level performance under the PSU financial metrics and (ii) additionally attains superior RTSR outperformance as defined by top decile RTSR against the Index over the 2026-2028 period, the full 20% upside modifier will be applied to the 2026 PSUs, allowing for a potential 240% payout of target. Payouts will remain capped at 200% of target in all instances where the Company’s RTSR performance is below the top decile of the Index.

  103. No 2026 Supplemental Equity Grants

    No 2026 Supplemental Equity Grants We have not issued, nor do we intend to issue, any supplemental equity grants to executive officers in 2026, consistent with our commitment to not issue supplemental stock grants to executives without engaging shareholders first.

  104. No 2026 Supplemental Equity Grants

    | Palomar 2026 Proxy Statement | PLMR.com 47 |

  105. Compensation Policies and Other Information

    | WHAT WE DO | | WHAT WE DON’T DO | | | | Pay-for-performance philosophy where the majority of our executives’ compensation is at-risk | | No overlapping performance metrics used in our short- and long-term incentive plans | | | Fully independent directors on the Compensation Committee | | No supplemental equity grants to executives without first engaging with shareholders | | | Independent compensation consultant engaged by the Compensation Committee | | No supplemental retirement or pension benefit plans for our executive officers | | | Performance-based cash and equity incentives based on Company performance goals and individual performance that directly ties to shareholder value creation | | No excessive executive perquisites | | | Equity award vesting periods of three or more years | | No tax gross-ups for change in control related payments | | | Conduct an annual risk assessment of our compensation programs and risk mitigation practices | | No short sales, hedging, or pledging of Palomar stock nor transactions involving derivatives of our common stock | | | Review our equity compensation dilution, burn rate and cost on a quarterly basis | | No “single trigger” change in control payments and benefits | | | Clawback Policy on cash and equity incentive compensation, which we enhanced in 2023 that complies with and exceeds SEC requirements | | No repricing of underwater stock options without shareholder approval | | | Enhanced stock ownership guidelines effective 2025 for the CEO of 6x salary, 3x salary for other executive officers, and 5x cash retainer for independent directors | | | | | Effective 2025, a portion of each executive’s compensation is tied to our RTSR performance measured against the Index | | |

  106. Anti-Hedging and Anti-Pledging Policy; Stock Trading Practices

    Executives subject to these Executive Stock Ownership Guidelines have five (5) years after first becoming subject to the guidelines to achieve the required ownership level. Executive officers are required to hold a specific number of shares, net of taxes, until the guidelines are met. Stock ownership includes vested shares held directly or indirectly, unvested time-based RSUs and shares purchased via the employee stock purchase plan. Performance awards are not counted toward the ownership requirement until the performance criteria is met. Underwater stock options are also not counted toward the ownership requirement. Moreover, effective 2024, we modified the methodology under our Stock Ownership Guidelines to exclude counting in-the-money stock options toward compliance with the guidelines to align with ISS and Glass Lewis policies. The Compensation Committee reviews executive stock ownership levels annually to ensure compliance with the Stock Ownership Guidelines.

  107. Equity Awards Granting Practices

    Equity Awards Granting Practices We grant annual equity awards under our LTI program during the first quarter of the fiscal year and subsequently grant equity awards monthly for eligible new hires, promotions, and discretionary purposes, subject to approval of the Compensation Committee. Equity grants to non-employee directors are discussed in further detail under the section “2025 Director Compensation”. The grant date for all awards to eligible recipients, including executive officers and other key team members, is determined by the Compensation Committee at its meeting to approve such awards. We do not currently grant stock options, stock appreciation rights, or similar option-like instruments to our NEOs or other employees or service providers and therefore do not need to respond to Item 402(x). For stock options, which the Company no longer grants effective 2023 as part of our effort to increase the proportion of performance-based stock grants in the LTI mix, the exercise price has always been the closing price of our common stock on the grant date. This procedure, along with a pre-established grant cycle, provides assurance that the grant dates are not being manipulated to result in a price that is favorable to the Company or the executive officers and other key team members. The vesting schedule of the respective awards will be subject to standard award agreements, which may be amended from time to time. Any vesting terms outside of our standard award agreements must be approved by the Compensation Committee. If in the future we anticipate granting stock options, stock appreciation rights, or similar option-like instruments, we will establish a policy regarding how the Board determines when to grant such awards and how the Board or the Compensation Committee will take material nonpublic information into account when determining the timing and terms of such awards.

  108. Section 409A Tax Considerations

    Section 409A Tax Considerations The Compensation Committee considers the tax impact when designing or deciding to amend our compensation programs, including compliance with the requirements of Section 409A of the Internal Revenue Code, which can impose additional taxes on participants in certain arrangements involving deferred compensation and Sections 280G and 4999 of the Internal Revenue Code that affect the deductibility of, and impose certain additional excise taxes on, certain payments that are made upon or in connection with a change of control.

  109. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow ASC Topic 718 for our stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to team members and directors, including stock options, restricted stock unit awards and performance units, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that a NEO is required to render service in exchange for the option or other award. For performance awards, when granted, stock-based compensation expense recognized may be adjusted over the performance period based on interim estimates of performance against pre-determined performance goals.

  110. Compensation Risk Assessment

    | • | individual cash incentives are made within the boundaries of approved fixed maximum awards as applicable to each executive officer; |

  111. Compensation Risk Assessment

    | • | the performance metrics under our short-term incentive program are distinct and separate from the metrics under our long-term incentive program, thereby ensuring there is no duplicative compensation opportunity for attainment of the same performance metric; |

  112. Compensation Risk Assessment

    | • | the members of the Compensation Committee who approve final bonus recommendations are independent; |

  113. Compensation Risk Assessment

    | • | executive officers receive the majority of their total direct compensation in the form of at-risk incentives (both annual cash bonus opportunity and long-term stock compensation subject to multi-year vesting) to align the interests of the executive officers with long-term value creation for our stockholders; |

  114. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  115. SUMMARY COMPENSATION TABLE

    | Name | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mac Armstrong Chief Executive Officer and Chairman of the Board | 2025 | 1,243,269 | 3,862,330 | 3,843,298 | 12,250 | 8,961,148 | | | 2024 | 997,115 | 1,769,726 | 2,692,212 | 10,350 | 5,469,403 | | | 2023 | 850,000 | 1,308,212 | 1,373,258 | 9,900 | 3,541,369 | | Chris Uchida Chief Financial Officer | 2025 | 589,927 | 1,310,932 | 1,040,106 | 12,250 | 2,953,215 | | | 2024 | 513,750 | 520,812 | 739,800 | 10,350 | 1,784,713 | | | 2023 | 447,116 | 323,220 | 404,521 | 9,900 | 1,184,756 | | Jon Christianson President | 2025 | 556,035 | 1,206,697 | 980,370 | 15,015 | 2,758,117 | | | 2024 | 483,846 | 490,372 | 696,739 | 13,292 | 1,684,249 | | | 2023 | 422,116 | 305,229 | 381,902 | 13,887 | 1,123,134 | | Jon Knutzen Chief Risk Officer | 2025 | 493,789 | 968,509 | 782,715 | 12,250 | 2,257,263 | | | 2024 | 448,654 | 455,002 | 646,062 | 10,350 | 1,560,068 | | | 2023 | 376,539 | 272,927 | 340,667 | 9,900 | 1,000,033 | | Rodolphe Hervé(4) Chief Operating Officer | 2025 | 445,435 | 688,898 | 548,516 | 14,245 | 1,697,093 | | | 2024 | 204,327 | 847,044 | 535,500 | 10,210 | 1,597,081 |

  116. SUMMARY COMPENSATION TABLE

    | (1) Amounts in this column reflect the grant date value of RSUs and PSUs as calculated per accounting rules. These amounts do not reflect the actual economic value or gain that will be realized by our NEOs relating to these awards. The amount of value realized by our executives may be significantly different than this figure depending on our future stock price performance. Assumptions used in the calculation of these amounts are included in Note 13 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. With respect to our 2025 PSU grants, the value shown in the table above reflects the grant date fair value based on the probable outcome of the performance milestones associated with such awards. The grant date fair value of each such award if all applicable performance milestones associated with such awards were achieved at the maximum level is $5,861,004 for Mr. Armstrong, $1,989,312 for Mr. Uchida, $1,831,137 for Mr. Christianson, $1,469,692 for Mr. Knutzen, and $1,045,388 for Mr. Hervé. |

  117. SUMMARY COMPENSATION TABLE

    | (2) The amounts in this column represent total performance-based bonuses earned for service rendered during the applicable year under our executive bonus plans for such year. All such amounts were paid subsequent to the respective year end. |

  118. SUMMARY COMPENSATION TABLE

    | (3) For 2025, the amounts shown represent $12,250 in 401(k) plan employer contributions for Messrs. Armstrong, Uchida, Christianson, Knutzen, and Hervé. For Messrs. Christianson and Hervé, 2025 amounts also include $2,765 and $1,995, respectively, for Executive Physicals. |

  119. SUMMARY COMPENSATION TABLE

    | (4) Mr. Hervé joined Palomar in July 2024, and accordingly, he did not receive any compensation from the Company in 2023. |

  120. SUMMARY COMPENSATION TABLE

    | Palomar 2026 Proxy Statement | PLMR.com 52 |

  121. SUMMARY COMPENSATION TABLE

    2025 GRANT OF PLAN-BASED AWARDS TABLE The following table sets forth information regarding grants of plan-based awards to our NEOs during the fiscal year ended December 31, 2025.

  122. SUMMARY COMPENSATION TABLE

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock | | Name | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(3) | Awards ($)(4) | | Mac Armstrong | | Cash | 1,093,750 | 2,187,500 | 4,375,000 | | | | | | | | 1/29/2025 | PSU | | | | 8,578 | 17,156 | 34,132 | | 1,998,674 | | | 1/29/2025 | RSU | | | | | | | 17,156 | 1,863,656 | | Chris Uchida | | Cash | 296,000 | 592,000 | 1,184,000 | | | | | | | | 1/29/2025 | PSU | | | | 2,912 | 5,823 | 11,646 | | 678,380 | | | 1/29/2025 | RSU | | | | | | | 5,823 | 632,552 | | Jon Christianson | | Cash | 279,000 | 558,000 | 1,116,000 | | | | | | | | 1/29/2025 | PSU | | | | 2,680 | 5,360 | 10,720 | | 624,440 | | | 1/29/2025 | RSU | | | | | | | 5,360 | 582,257 | | Jon Knutzen | | Cash | 222,750 | 445,500 | 891,000 | | | | | | | | 1/29/2025 | PSU | | | | 2,151 | 4,302 | 8,604 | | 501,183 | | | 1/29/2025 | RSU | | | | | | | 4,302 | 467,326 | | Rodolphe Hervé | | Cash | 156,100 | 312,200 | 624,400 | | | | | | | | 1/29/2025 | RSU | | | | 1,530 | 3,060 | 6,120 | | 356,490 | | | 1/29/2025 | | | | | | | | 3,060 | 332,408 |

  123. SUMMARY COMPENSATION TABLE

    | (1) Reflects amount of annual cash incentive plan awards threshold, target, and maximum potential payouts. Amounts actually paid are reported above in the Summary Compensation table. |

  124. SUMMARY COMPENSATION TABLE

    | (2) Reflects the threshold, target, and maximum potential payouts pursuant to the PSUs granted under the LTI plan in 2025. The actual payout depends on performance relative to predetermined targets of the Company’s GWP and Adjusted ROE as set by the Compensation Committee. The PSU’s performance period is the fiscal year of the grant for the GWP target and a three-year measurement period for the Adjusted Return on Equity target. At the end of the performance period, the actual results will be measured against the predetermined targets to determine the number of PSUs to be earned as compensation. The PSUs are also subject to a required service period of approximately three years from the grant date before vesting and being issued as common stock. The grant date fair value of the 2025 PSU awards and the number of units granted are based on our closing stock price on the date of grant. |

  125. SUMMARY COMPENSATION TABLE

    | (3) Represents grants of RSUs granted under the LTI plan in 2025 that vest as follows: one-third (1/3) shall vest on the first-year anniversary of the date of the grant; an additional one-third (1/3) shall vest on the second-year anniversary of the date of the grant; and the final one-third (1/3) shall vest on the third-year anniversary of the date of grant, subject to continued service with us. The grant date fair value of the 2025 awards and the number of units granted are based on our closing stock price on the date of grant. |

  126. SUMMARY COMPENSATION TABLE

    | (4) Amounts in this column reflect the grant date value of RSUs and PSUs, as calculated per accounting rules. These amounts do not reflect the actual economic value or gain that will be realized by our NEOs relating to these awards. The amount of value realized by our executives may be significantly different than this figure depending on our future stock price performance. Assumptions used in the calculation of these amounts are included in Note 13 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. |

  127. SUMMARY COMPENSATION TABLE

    | Palomar 2026 Proxy Statement | PLMR.com 53 |

  128. SUMMARY COMPENSATION TABLE

    2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table presents certain information concerning equity awards held by our NEOs as of December 31, 2025.

  129. SUMMARY COMPENSATION TABLE

    | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Mac Armstrong | 4/16/2019 | 206,310 | — | 15.00 | 4/16/2029 | | | | | 9/8/2020 | 3,638 | — | 98.95 | 9/8/2030 | | | | | 1/27/2021 | 10,077 | — | 97.87 | 1/27/2031 | | | | | 2/1/2021 | 8,000 | — | 106.60 | 2/1/2031 | | | | | 7/15/2021(3) | | | | | 243,750 | 19,662,750 | | | 1/26/2022 | 13,464 | — | 49.53 | 1/26/2032 | — | — | | | 1/31/2023 | | | | | 27,191 | 3,664,259 | | | 1/29/2024 | | | | | 34,985 | 4,714,579 | | | 1/29/2025 | | | | | 48,340 | 6,514,298 | | Chris Uchida | 9/8/2020 | 1,182 | — | 98.95 | 9/8/2030 | | | | | 1/27/2021 | 1,968 | — | 97.87 | 1/27/2031 | | | | | 11/18/2021(3) | | | | | 62,938 | 4,100,289 | | | 1/26/2022 | 168 | — | 49.53 | 1/26/2032 | — | — | | | 1/31/2023 | | | | | 6,718 | 905,318 | | | 1/29/2024 | | | | | 10,295 | 1,387,354 | | | 1/29/2025 | | | | | 16,407 | 2,211,007 | | Jon Christianson | 4/16/2019 | 4,937 | — | 15.00 | 4/16/2029 | | | | | 7/30/2020 | 12,675 | — | 87.51 | 7/30/2030 | | | | | 1/27/2021 | 1,678 | — | 97.87 | 1/27/2031 | | | | | 11/18/2021(3) | | | | | 41,959 | 2,733,552 | | | 1/26/2022 | 2,434 | — | 49.53 | 1/26/2032 | — | — | | | 1/31/2023 | | | | | 6,343 | 854,783 | | | 1/29/2024 | | | | | 9,694 | 1,306,363 | | | 1/29/2025 | | | | | 15,102 | 2,035,146 | | Jon Knutzen | 4/16/2019 | 70,822 | — | 15.00 | 4/16/2029 | | | | | 9/8/2020 | 1,091 | — | 98.95 | 9/8/2030 | | | | | 1/27/2021 | 1,422 | — | 97.87 | 1/27/2031 | | | | | 11/18/2021(3) | | | | | 25,175 | 1,640,118 | | | 1/26/2022 | 2,217 | — | 49.53 | 1/26/2032 | — | — | | | 1/31/2023 | | | | | 5,672 | 764,359 | | | 1/29/2024 | | | | | 8,994 | 1,212,031 | | | 1/29/2025 | | | | | 12,121 | 1,633,426 | | Rodolphe Hervé | 7/31/2024 | | | | | 6,137 | 827,022 | | | 1/29/2025 | | | | | 8,622 | 1,161,901 |

  130. SUMMARY COMPENSATION TABLE

    | Palomar 2026 Proxy Statement | PLMR.com 54 |

  131. SUMMARY COMPENSATION TABLE

    | (1) Represents RSUs and PSUs issued under our LTI plan. For RSUs, one-third (1/3) of the shares subject to the RSUs shall vest on the first-year anniversary of the grant date; an additional one-third (1/3) shall vest on the second-year anniversary of the grant date; and the final one-third (1/3) shall vest on the third-year anniversary of the grant date. The PSUs are subject to a service before vesting. The number of PSUs represents the number of PSUs expected to be issued based on actual performance relative to the pre-established targets. |

  132. SUMMARY COMPENSATION TABLE

    | (2) Represents the market value of the RSUs and PSUs outstanding based on the closing price of our common stock as reported on the Nasdaq Global Select Market of $134.76 per share on December 31, 2025 (with the exception of the 2021 supplemental PSU grants as described in footnote 3). Since these awards have not yet vested, the ultimate value or gain our executives receive from these awards may be significantly different than this number depending on our future stock price performance. |

  133. SUMMARY COMPENSATION TABLE

    | (3) Represents RSUs and PSUs issued pursuant to the 2021 Supplemental Executive Stock Grants. With respect to the 2021 supplemental PSU grants, as these require the achievement of rigorous stock price appreciation hurdles to vest, the grants were valued using a Monte Carlo valuation model as of December 31, 2025. The PSUs granted to Mr. Armstrong on July 15, 2021, were determined to have a fair market value of $76.16 per unit, and the PSUs granted to Messrs. Uchida, Christianson and Knutzen on November 18, 2021, were determined to have a fair market value of $57.65 per unit as of December 31, 2025. If the probability factor determined under the Monte Carlo model was excluded and the target number of units was valued purely at the December 31, 2025 stock price, the target market value of the supplemental PSUs outstanding held by Messrs. Armstrong, Uchida, Christianson and Knutzen would be $30,321,000, $7,656,794, $5,104,591, and $3,062,724, respectively. |

  134. SUMMARY COMPENSATION TABLE

    2025 OPTION EXERCISES AND STOCK VESTED TABLE

  135. SUMMARY COMPENSATION TABLE

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(2) | | Mac Armstrong | — | — | 50,245 | 5,934,688 | | Chris Uchida | 2,524 | 201,506 | 11,820 | 1,422,539 | | Jon Christianson | 19,961 | 2,152,498 | 9,450 | 1,115,357 | | Jon Knutzen | — | — | 7,236 | 835,971 | | Rodolphe Hervé | — | — | 3,069 | 406,612 |

  136. SUMMARY COMPENSATION TABLE

    | (1) The value realized on exercise is determined by multiplying (a) the number of options exercised by (b) the excess of the market price of our common stock on the exercise date over the exercise price of the option. |

  137. SUMMARY COMPENSATION TABLE

    | (2) The value realized on vesting is determined by multiplying (a) the number of stock awards by (b) the market price of our common stock on the vesting date. |

  138. SUMMARY COMPENSATION TABLE

    | Palomar 2026 Proxy Statement | PLMR.com 55 |

  139. SUMMARY COMPENSATION TABLE

    Potential Payments Upon Termination or Change of Control Post-termination benefits for our NEOs are established pursuant to the terms of their individual employment agreements and equity awards. In the event of a change in control (“CIC”) as described in the 2019 Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the 2019 Plan or substitute substantially equivalent awards. All employment agreements include double trigger CIC provisions, requiring an executive to experience a qualifying termination in connection with a CIC to be eligible for termination payments. The following table sets forth the amounts payable to each of our NEOs based on (a) the acceleration of unvested equity awards upon a double trigger in connection with a CIC of the Company, and (b) an assumed termination of employment outside of a CIC, in all instances assuming a December 31, 2025 termination date. For equity related amounts, the market price refers to the closing price of our common stock which was $134.76 per share as reported on the Nasdaq Global Select Market as of December 31, 2025. The amounts that would be paid upon a NEO’s actual termination of employment can only be determined at the time of such termination, based on the facts and circumstances then prevailing.

  140. SUMMARY COMPENSATION TABLE

    | Name | Cash Severance ($)(1) | Non-Equity Incentive Pay ($)(2) | PSUs ($)(3) | RSUs ($)(3) | Continuation of Medical Benefits ($)(4) | Total ($) | | Mac Armstrong | | | | | | | | Termination Reason: | | | | | | | | Termination without Cause or for Good Reason | 2,500,000 | 4,375,000 | 18,249,873 | 4,517,425 | 38,744 | 29,681,042 | | Qualifying Termination in Connection with a CIC | 2,500,000 | 4,375,000 | 25,876,750 | 6,703,636 | 38,744 | 39,494,130 | | Death or Disability | 2,500,000 | 4,375,000 | — | — | 38,744 | 6,913,744 | | Chris Uchida | | | | | | | | Termination Reason: | | | | | | | | Termination without Cause or for Good Reason | 592,000 | 592,000 | 2,677,445 | 1,418,214 | 16,305 | 5,295,964 | | Qualifying Termination in Connection with a CIC | 592,000 | 592,000 | 5,111,480 | 2,131,095 | 16,305 | 8,442,880 | | Jon Christianson | | | | | | | | Termination Reason: | | | | | | | | Termination without Cause or for Good Reason | 558,000 | 558,000 | 1,996,841 | 1,103,550 | 25,446 | 4,241,837 | | Qualifying Termination in Connection with a CIC | 558,000 | 558,000 | 4,258,518 | 1,763,739 | 25,446 | 7,163,703 | | Jon Knutzen | | | | | | | | Termination Reason: | | | | | | | | Termination without Cause or for Good Reason | 495,000 | 445,500 | 1,410,129 | 808,964 | 2,550 | 3,162,143 | | Qualifying Termination in Connection with a CIC | 495,000 | 445,500 | 3,344,204 | 1,361,211 | 2,550 | 5,648,465 | | Rodolphe Hervé | | | | | | | | Termination Reason: | | | | | | | | Termination without Cause or for Good Reason | 446,000 | 312,200 | — | | 25,446 | 783,646 | | Qualifying Termination in Connection with a CIC | 446,000 | 312,200 | 749,535 | 1,239,388 | 25,446 | 2,772,569 |

  141. SUMMARY COMPENSATION TABLE

    | (1) Amounts reported represent the value of benefits payable to each Named Executive Officer as follows: Messrs. Uchida, Christianson, Knutzen and Hervé: 12 months of their respective current base salaries. Amount reported represents the value of benefits payable to Mr. Armstrong: 200% of 12 months of his current base salary. |

  142. SUMMARY COMPENSATION TABLE

    | (2) Amount reported represents the value of benefits payable to Mr. Armstrong: 200% of 12 months of his target bonus. For Messrs. Uchida, Christianson, Knutzen and Hervé, amount represents 100% of 12 months of their target bonus. |

  143. SUMMARY COMPENSATION TABLE

    | (3) Amounts reported reflect the value attributable to the immediate acceleration of unvested equity awards upon a CIC event coupled with a qualifying termination. Amount is determined by multiplying (a) the number of unvested options that would automatically become fully vested, by (b) the excess of the market price of our common stock on the CIC date over the exercise price of the option plus (c) the number of unvested RSUs and PSUs that would automatically become fully vested multiplied by (d) the closing price of our common stock on the CIC date. |

  144. SUMMARY COMPENSATION TABLE

    | (4) For Messrs. Uchida, Christianson, Knutzen, and Hervé, amounts reported represent the value of 12 months of continued health and welfare benefits payable to each Named Executive Officer per the terms of their respective employment agreements. For Mr. Armstrong, amount reported represents the value of 24 months of continued health and welfare benefits payable per the terms of his employment agreement. |

  145. SUMMARY COMPENSATION TABLE

    | Palomar 2026 Proxy Statement | PLMR.com 56 |

  146. SUMMARY COMPENSATION TABLE

    Employment Agreements for Executive Officers We have entered into employment agreements with Messrs. Armstrong, Uchida, Christianson, Knutzen, and Hervé, setting forth the terms of the officer’s employment with us. The material terms of employment with our NEOs are described below. Mac Armstrong Effective January 1, 2025, we entered into a new employment agreement with Mac Armstrong, Chairman of the Board and Chief Executive Officer, that extends his current employment term through January 1, 2029, with ability to renew for additional one (1) year terms thereafter. Pursuant to the terms of the agreement, Mr. Armstrong will continue to receive a base salary of $1,250,000 per year, less applicable withholdings, and he will be eligible to earn an annual target bonus of 175% of his base salary, with a maximum bonus payout of 200% of target, or up to 350% of his base salary, upon achievement of performance objectives to be determined by the Board in its sole discretion. Mr. Armstrong is also eligible to participate in the employee benefit plans sponsored by us of general applicability to other employees. Mr. Armstrong is eligible to receive annual long-term incentive compensation equity awards under the equity incentive plan with a target value on the applicable grant date of 300% of Mr. Armstrong’s base salary, as calculated based on the grant date fair value of such equity awards as used by us for financial reporting purposes. The employment agreement also provides benefits in connection with a termination of Mr. Armstrong’s employment under specified circumstances. Under the terms of the employment agreement, if we terminate Mr. Armstrong’s employment other than for “cause” or Mr. Armstrong terminates his employment for “good reason,” Mr. Armstrong will be entitled to receive, subject to his timely execution and non-revocation of a separation agreement and release of claims in a form reasonably satisfactory to us and his continued adherence to the non-solicitation provision of the employment agreement, (i) severance payment equal to 200% of the sum of (x) his then-current base salary, as then in effect, plus (y) his target bonus for the fiscal year in which the termination occurs; (ii) reimbursements of the Company portion of Mr. Armstrong’s and his eligible dependents’ COBRA premiums for up to 24 months (or until he becomes eligible for health coverage with a new employer); and (iii) acceleration of his then unvested equity awards (other than performance stock units previously granted) that would have vested during the 12 month period following separation had Mr. Armstrong remained employed. In addition, the PSUs described above will vest with respect to any shares that would have been earned and vested during the 12-month period following termination had Mr. Armstrong remained employed. If we terminate Mr. Armstrong’s employment other than for cause, death, or disability, or Mr. Armstrong terminates his employment for good reason, in either case, within three months prior to or 18 months following a Change of Control (as defined in the employment agreement), Mr. Armstrong will be entitled to receive accelerated vesting as to 100% of Mr. Armstrong’s then-outstanding equity awards (other than the PSUs) and all or a portion of the unvested PSUs shall vest in accordance with the terms of the award agreements. The employment agreement also provides benefits in connection with the termination of Mr. Armstrong’s employment under specified circumstances.

  147. SUMMARY COMPENSATION TABLE

    | Palomar 2026 Proxy Statement | PLMR.com 57 |

  148. SUMMARY COMPENSATION TABLE

    Messrs. Uchida, Christianson, Knutzen, and Hervé Our Compensation Committee approved a new form of employment agreement (the “Form Agreement”) for Messrs. Uchida, Christianson, Knutzen and Hervé, that became effective August 5, 2025. The Form Agreement provides, among other things, the executive’s annual base salary and target bonus amount, each subject to review and adjustment by the Compensation Committee. The Form Agreement also provides benefits in connection with the termination of the executive’s employment under specified circumstances. Under the terms of the Form Agreement, if we terminate the executive’s employment other than for “cause” or the executive terminates his or her employment for “good reason”(each as defined in the Form Agreement), the executive will be entitled to receive, subject to his or her timely execution and non-revocation of a separation agreement and release of claims in a form reasonably satisfactory to us and his or her continued adherence to the non-solicitation provision of the Form Agreement, (i) severance payments in an amount equal to his or her then-current base salary for a period of 12 months payable in accordance with our regularly scheduled payroll; (ii) if the executive has been employed for at least three years, an additional severance payment equal to his or her pro-rata target bonus through the date of termination; and (iii) reimbursements for the executive’s and his or her eligible dependents’ COBRA premiums for up to 12 months (such payments under (i), (ii) and (iii), the “Severance Pay”). In addition, if we terminate the executive without cause or the executive resigns for good reason within 12 months following a change in control (as defined in the Form Agreement), the executive is entitled to receive the Severance Pay and, in the event the executive’s outstanding equity is assumed or continued following the change in control, the acceleration of his or her then unvested equity awards. The Form Agreement also includes a non-solicitation provision prohibiting the executive from soliciting for employment or as a consultant for 12 months following separation of employment of any employee or consultant of the Company, including those engaged within the twelve months prior to executive’s termination.

  149. Retirement Plan and Other Benefits

    | | | | | | Value of $100 Investment | | | | | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(1) | Average Compensation Actually Paid to Non-CEO NEOs ($)(2)(3) | PLMR Total Shareholder Return ($)(4) | Comparator Group Total Shareholder Return ($)(4) | Net Income (in $000s) ($) | Company Selected Metric: Adjusted Return on Equity(5) | | 2025 | 8,961,148 | 19,619,802 | 2,416,422 | 3,787,153 | 155.07 | 154.23 | 197,070 | 25.9% | | 2024 | 5,469,403 | 19,217,308 | 1,656,528 | 3,529,139 | 121.51 | 155.08 | 117,573 | 22.2% | | 2023 | 3,541,369 | 4,787,065 | 1,041,504 | 1,366,774 | 63.87 | 124.95 | 79,201 | 21.9% | | 2022 | 3,000,327 | (1,497,733) | 774,572 | 519,793 | 51.97 | 115.42 | 52,170 | 18.3% | | 2021 | 19,246,249 | 16,982,053 | 3,486,487 | 2,279,277 | 73.37 | 113.19 | 45,847 | 13.8% |

  150. Retirement Plan and Other Benefits

    | (2) Represents the dollar amounts of “compensation actually paid” computed in accordance with SEC requirements. The amounts do not reflect actual compensation paid to our CEO or other NEOs during the applicable year, but instead also include (i) the year-end value of stock awards granted during the reported year and (ii) change in value of stock awards that were unvested at the end of the prior year (measured through the earlier of the vest date or through the end of the reported fiscal year). |