PALOMAR HOLDINGS INC (PLMR)
Sector: Financials
2026 Annual Meeting Analysis
PALOMAR HOLDINGS INC · Meeting: May 21, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Daryl Bradley has served since 2020 (within the 24-month new-director exemption period has long passed, but the TSR trigger does not apply because Palomar's 3-year return of +137.7% outperforms the company-disclosed peer group median of +49.1% by +88.6 percentage points, well below the 65-percentage-point underperformance threshold required to trigger a no vote; no overboarding, attendance, independence, or other policy flags are present.
Thomas Bradley joined the board in 2024, which is within the 24-month new-director exemption window, so the TSR performance trigger does not apply; additionally, Palomar's strong 3-year outperformance versus peers would clear the threshold even if he were subject to it, and no overboarding, attendance, or independence concerns are present.
Both Class I director nominees pass all policy screens: Palomar's 3-year total shareholder return of +137.7% outperforms the company-disclosed peer group median of +49.1% by +88.6 percentage points, which does not reach the 65-percentage-point underperformance threshold needed to trigger a no vote; neither director is overboarded; both attended more than 75% of meetings; and both bring relevant insurance industry experience.
Say on Pay
✓ FORCEO
Mac Armstrong
Total Comp
$8,961,148
Prior Support
92%%
The CEO's total reported compensation of approximately $9.0 million is broadly in line with expectations for the head of a $3.4 billion specialty insurer given exceptional 2025 operating results including 32% gross written premium growth, a 76.9% combined ratio, and a 23.6% return on equity; approximately 83% of the CEO's pay is at risk through annual bonuses and equity awards, well above the 50-60% threshold the policy requires for senior executives, so the fixed-pay concern does not apply. Incentive pay is well supported by performance: the company's 3-year total shareholder return of +137.7% outperforms the peer group median of +49.1% by +88.6 percentage points, confirming strong pay-for-performance alignment, and the 92% prior-year shareholder support signals broad investor approval of the compensation program. The company also has a robust clawback policy that exceeds SEC requirements, meaningful stock ownership guidelines, and recently added a relative total shareholder return modifier to its performance stock awards, all of which represent best-practice governance improvements.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,774,000
Non-Audit Fees
$45,000
Non-audit fees of $45,000 represent only about 1.6% of audit fees of $2,774,000, far below the 50% threshold that would raise independence concerns; Ernst & Young is a Big 4 firm appropriate for a $3.4 billion market-cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; and no material financial restatements are noted.
Overall Assessment
The 2026 Palomar Holdings annual meeting presents three standard proposals — director elections, auditor ratification, and an advisory say-on-pay vote — all of which pass policy screens and warrant a FOR vote. Palomar delivered exceptional financial and stock performance in 2025, its compensation program is heavily performance-oriented with strong shareholder alignment, and no material governance red flags were identified across the director or auditor reviews.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing