HERITAGE INSURANCE HOLDINGS INC (HRTG)
Sector: Financials
2026 Annual Meeting Analysis
HERITAGE INSURANCE HOLDINGS INC · Meeting: June 10, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since 2020; the company's 3-year stock return of 799.4% outperforms the XLF benchmark by +734.0 percentage points, far exceeding the 65pp threshold required to trigger a concern, so no TSR-based issue applies; no overboarding, attendance, or independence concerns.
Chairman since 2012 with deep insurance industry expertise; the company's 3-year TSR of 799.4% outperforms XLF by +734.0pp, well above the 65pp trigger threshold; the consulting relationship with the company was considered by the board in its independence determination and does not raise a disqualifying concern under the policy; no overboarding or attendance issues.
Director since 2012 with relevant Florida real estate and local market expertise; the company's 3-year TSR far outperforms the XLF benchmark (+734.0pp vs. 65pp threshold), so no TSR trigger applies; no overboarding, attendance, or independence concerns.
Director since 2014 with two decades of financial services experience and CPA credentials; serves as Audit Committee Chair and financial expert; no TSR trigger (company outperforms XLF by +734.0pp); no overboarding, attendance, or independence concerns.
Director since 2014 with executive management, capital markets, and financial analysis experience; serves on Audit and Compensation Committees; no TSR trigger (company outperforms XLF by +734.0pp); no overboarding, attendance, or independence concerns.
Director since March 2023 with extensive senior executive and board oversight experience including regulated businesses; serves as Compensation Committee Chair and audit financial expert; no TSR trigger applies; no overboarding, attendance, or independence concerns.
All six director nominees pass every policy screen: the company's extraordinary 3-year stock return of 799.4% outperforms the XLF financial sector ETF by +734 percentage points — far exceeding the 65pp threshold for strong-positive-TSR companies — so no TSR-based vote concern fires for any director; no overboarding, attendance failures, independence violations, or familial relationships to senior management were identified.
Say on Pay
✓ FORCEO
Ernie Garateix
Total Comp
$5,341,897
Prior Support
78%%
CEO Ernie Garateix received total compensation of $5,341,897 in 2025, which is reasonable for a CEO at a ~$900M market-cap insurance company that delivered record net income of $195.6 million and a 3-year stock return of 799%; approximately 84% of his total pay was variable and performance-based (annual cash bonus plus performance-based and time-based stock awards), well above the 50-60% minimum required by policy. The annual cash incentive plan uses meaningful, measurable financial metrics (net operating ratio and return on average equity) with rigorous pre-set targets, and the long-term stock awards use 3-year book value growth and 3-year total shareholder return as performance criteria, directly aligning executive pay with shareholder outcomes. Prior year Say on Pay support was 78%, above the 70% threshold that would require visible changes, and the company's pay-for-performance alignment is strongly supported by the extraordinary stock and earnings performance delivered during the performance period.
Auditor Ratification
✓ FORAuditor
Plante & Moran, PLLC
Tenure
8 yrs
Audit Fees
$1,322,735
Non-Audit Fees
$0
Plante & Moran has served as auditor since June 2018 (approximately 8 years), well below the 25-year tenure threshold; non-audit fees were zero in 2025, so the non-audit fee ratio is 0% — far below the 50% concern level; no material restatements were disclosed; the company's market cap of approximately $901 million is at the upper boundary of the sub-$1B range where large national firms like Plante & Moran are considered adequate.
Overall Assessment
Heritage Insurance Holdings' 2026 annual meeting ballot is straightforward: the company has delivered exceptional stock performance (799% over three years), record earnings, and a well-structured pay program, so all director nominees, the auditor ratification, and the Say on Pay proposal pass every material policy screen. No stockholder proposals appear on the ballot, and the only non-standard item is a routine Say on Frequency vote where an annual cadence is appropriate.