HCI GROUP INC (HCI)
Sector: Financials
2026 Annual Meeting Analysis
HCI GROUP INC · Meeting: June 10, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of One Class B Director and Three Class C Directors
Long-tenured independent director with strong financial expertise as a CPA and former audit partner; no overboarding, no attendance issues, and HCI's 3-year stock return of +205.8% outperforms the company-disclosed peer group median of +96.8% by +109.0 percentage points, well above the 65pp threshold required to trigger a concern for a strong-positive-TSR company.
Independent director with relevant reinsurance and financial services experience; the proxy discloses a related-party reinsurance contract between HCI subsidiaries and Oxbridge Re (where Mr. Madhu is CEO and Chairman), which is noted as a flag but was approved by disinterested directors and is collateralized — it does not rise to the level of a disqualifying independence concern under the policy; TSR trigger does not apply given HCI's strong outperformance of its peer group.
Saravanos is classified as non-independent (he is President of Greenleaf Capital, an HCI subsidiary) and serves only on the Sustainability Committee, which is not the Audit or Compensation Committee — therefore no policy trigger fires for committee independence; TSR outperformance is strong and no other disqualifying flags are present.
Peter Politis is the son of director Gregory Politis, which is a familial relationship flagged under the policy; however, the relationship is to a fellow director rather than to senior management (the CEO or other named executive officers), making this a less material concern under the policy's explicit guidance; he is classified as independent by the board, serves only on the Audit Committee, and HCI's strong TSR outperformance means the TSR trigger does not apply.
All four nominees receive a FOR vote. HCI's 3-year total shareholder return of +205.8% outperforms its company-disclosed peer group median of +96.8% by +109.0 percentage points, far exceeding the 65pp threshold required to trigger director accountability concerns for a strong-positive-TSR company. No overboarding, no attendance issues (no director attended less than 75% of meetings), and all audit committee members have appropriate financial expertise. Two flags are noted but do not rise to disqualifying levels: Jay Madhu's related-party reinsurance contract with Oxbridge Re was properly approved by disinterested directors, and Peter Politis's familial relationship is with a fellow director rather than with senior management.
Say on Pay
✓ FORCEO
Paresh Patel
Total Comp
$8,236,000
Prior Support
68%%
The prior year Say on Pay vote received approximately 68% support, which is below the 70% threshold that triggers scrutiny under the policy — the company is required to show visible changes or engagement. HCI does demonstrate meaningful engagement: the proxy discloses outreach to shareholders representing 72% of shares, direct dialog with holders of over 50% of shares, and a reaffirmation of pay-for-performance alignment; the Compensation Committee also notes it considered the vote result. On pay level, the CEO's total reported compensation of $8.24 million — which is notably lower than the prior year's $20.2 million due to the absence of a large equity grant — compares reasonably to the company-disclosed core peer group average of $9.3 million and overall peer group average of $9.9 million, and a portion of the CEO's $6.95 million bonus reflects a one-time Exzeo IPO payment from a separately governed subsidiary. On pay-for-performance alignment, HCI's 3-year total shareholder return of +205.8% ranks at the 100th percentile of its peer group per the company's own Pay vs. Performance disclosure, and the 5-year return of +132.9% also significantly outperforms peers — variable pay above benchmark is therefore well-justified by exceptional shareholder returns. The compensation structure includes a clawback policy and strong equity alignment through market-based vesting conditions, supporting a FOR vote despite the below-70% prior-year result.
Auditor Ratification
✓ FORAuditor
Forvis Mazars, LLP
Tenure
N/A
Audit Fees
$1,458,000
Non-Audit Fees
$0
Non-audit fees for 2025 were zero (all other fees were also zero), meaning 100% of fees paid were core audit fees — the non-audit fee ratio is 0%, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so per policy the tenure trigger cannot fire and the vote defaults to FOR with a minor note of the disclosure gap. No material restatements are disclosed.
Overall Assessment
HCI Group's 2026 annual meeting presents a straightforward ballot with three standard proposals — director elections, auditor ratification, and Say on Pay — all receiving FOR votes. The company's exceptional stock performance (+205.8% over three years, ranking at the 100th percentile of its peer group) and record 2025 financial results ($320 million net income, 90% book value per share growth) provide strong support for the incumbent board and compensation program, though the prior year's 68% Say on Pay vote and a related-party reinsurance contract involving director Jay Madhu are noted as minor governance flags that were adequately addressed.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing