PLMR DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


☒	Filed by the Registrant	☐	Filed by a Party other than the Registrant

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Under Rule 14a-12

Palomar Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
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☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Letter to Stockholders		Palomar Holdings, Inc. 7979 Ivanhoe Avenue, Suite 500 La Jolla, California 92037

Dear Stockholder:

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Palomar Holdings, Inc. (“Palomar”), which will be held at the Palomar offices, located at 7979 Ivanhoe Avenue, Suite 500, La Jolla, California 92037 on May 21, 2026, at 9:00 a.m. Pacific Time. Doors open at 8:30 a.m. Pacific Time.

At the Annual Meeting, we will ask you to consider the following proposals:

•	To elect as Class I Directors the two nominees named in this proxy statement to serve until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

•	To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as described in the proxy statement.

•	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

•	To transact such other business that may properly come before the Annual Meeting or any postponements or adjournments thereof.

Stockholders of record as of March 31, 2026, may vote at the Annual Meeting or any postponement or adjournment of the meeting.

We are pleased to announce that we are taking advantage of U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders over the Internet. We believe that this process will allow us to provide our stockholders with the information they need in a timely manner, reduce the environmental impact of printing and distributing our proxy materials and lower our costs.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or if you requested a printed copy of the proxy materials, via mail. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by telephone, or if you requested a printed copy of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

On behalf of the Board of Directors, I would like to express our appreciation of your interest in Palomar.

Sincerely,

Mac Armstrong

Chairman of the Board and Chief Executive Officer
La Jolla, California

April 10, 2026


Palomar 2026 Proxy Statement	PLMR.com 1

Notice of Annual Meeting of Stockholders

Time and Date	May 21, 2026, at 9:00 a.m. Pacific Time
Place	Our principal executive offices located at 7979 Ivanhoe Avenue, Suite 500, La Jolla, California 92037.
Items of Business	• To elect as Class I Directors the two nominees named in this proxy statement to serve until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified. • To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as described in the proxy statement. • To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. • To transact such other business that may properly come before the Annual Meeting or any postponements or adjournments thereof.
Record Date	March 31, 2026 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.
Annual Report	You may access our Annual Report on Form 10-K for the year ended December 31, 2025, and our proxy solicitation materials by visiting https://ir.palomarspecialty.com/financials/annual-reports-proxies.
Proxy Voting	YOUR VOTE IS IMPORTANT. Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by telephone, or if you requested a printed copy of the proxy materials, by signing, dating and returning the enclosed proxy card, will save the expenses and extra work of additional solicitation.

By order of the Board of Directors,

Mac Armstrong

Chairman of the Board and Chief Executive Officer

La Jolla, California

April 10, 2026

Important Notice Regarding the Availability of Proxy Materials for the Shareholder
Meeting To Be Held on May 21, 2026:

The Notice of the 2026 Annual Meeting of Stockholders and Proxy Statement and the 2025 Annual Report on Form 10-K are available at https://ir.palomarspecialty.com/financials/annual-reports-proxies. The Board solicits your proxy for the 2026 Annual Meeting of Stockholders (and any postponement or adjournment of the meeting) for the matters set forth above. We made this proxy statement available to stockholders beginning on April 10, 2026.


Palomar 2026 Proxy Statement	PLMR.com 2

Proxy Statement

For 2026 Annual Meeting of Stockholders

To Be Held at 9:00 a.m. Pacific Time on May 21, 2026

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by the Board of Directors (or the “Board”) of Palomar Holdings, Inc. (the “Company” or “Palomar”) for use at its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on May 21, 2026, at 9:00 a.m. Pacific Time, at our principal executive offices located at 7979 Ivanhoe Avenue, Suite 500, La Jolla, California 92037.

Proxy Summary

This summary highlights certain information contained elsewhere in our proxy statement. You should read the entire proxy statement carefully before voting.

Stockholders will be asked to vote on the following matters at the 2026 Annual Meeting:

Proposal		Board Recommendation	Page
1.	Election Of Class I Directors	FOR each Director Nominee	23
2.	Advisory Vote to Approve Named Executive Officer Compensation (“Say-On-Pay-Vote”)	FOR	24
3.	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	25

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

2020

Thomas Bradley

2024

l Chair l Member


Palomar 2026 Proxy Statement	PLMR.com 3

Table of Contents

Letter to Stockholders	1
Notice of Annual Meeting of Stockholders	2
Proxy Statement	3
Proxy Summary	3
Board of Directors and Corporate Governance	6
Board Composition	6
Classified Board Structure	8
Corporate Governance Highlights	8
Nominees for Director	9
Continuing Directors	10
Director Independence	13
Board Leadership Structure	13
Board Meetings and Committees	13
Board Oversight of Risk	15
Audit Committee	16
Compensation Committee	17
Compensation Committee Interlocks and Insider Participation	17
Nominating and Corporate Governance Committee	17
Identifying and Evaluating Nominees for Director	18
Stockholder Recommendations for Nominations to the Board	18
Communications with the Board of Directors	19
Sustainability Committee	19
Sustainability & Citizenship Report	19
Enterprise Risk Management Committee	20
Investment Committee	20

Corporate Governance Guidelines and Code of Conduct and Ethics	21
Insider Trading Policy	21
Delinquent Section 16(a) Reports	21
Director Compensation	21
2025 Director Compensation Table	22
Proposal No. 1 Election of Directors	23
Proposal No. 2 Advisory Vote to Approve Named Executive Officer Compensation (“Say-On-Pay-Vote”)	24
Proposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm	25
Fees Paid to the Independent Registered Public Accounting Firm	25
Auditor Independence	25
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	26
Audit Committee Report	27
Executive Officers	28
Compensation Discussion and Analysis	31
Executive Summary	32
Business Overview and Summary of 2025 Financial Results	32
Historical Shareholder Returns	32
Shareholder Feedback and Engagement	33
Compensation Philosophy, Process and Objectives	34
2025 Compensation Program Overview	39


Palomar 2026 Proxy Statement	PLMR.com 4

Compensation Decisions Related to 2025	40
Annual Incentive Plan	40
Pre-Tax Adjusted Net Income and Pre-Tax Adjusted Net Income Before Catastrophe Losses	41
Management by Objectives (“MBO”)	41
Long-Term Equity Compensation	42
2026 Compensation Program Overview	46
Base Salaries	46
2026 AIP	46
2026 Long-Term Equity Compensation	47
Compensation Policies and Other Information	48
Clawback Policy	49
Anti-Hedging and Anti-Pledging Policy; Stock Trading Practices	49
Stock Ownership Guidelines	49
Equity Awards Granting Practices	50
Impact of Accounting and Tax Requirements of Compensation	50
Compensation Risk Assessment	51
Compensation Committee Report	51
Executive Compensation Tables	52
Summary Compensation Table	52
2025 Grant of Plan-Based Awards Table	53
2025 Outstanding Equity Awards at Fiscal Year-End	54

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


Palomar 2026 Proxy Statement	PLMR.com 5

Board of Directors and Corporate Governance

The Company’s business affairs are managed under the direction of the Board, which is currently comprised of seven members, six of which are “independent” under Nasdaq listing standards.

The following charts set forth the ages, background, skills and independence status of the Board as of March 31, 2026.

Board Composition

Skills Mac Armstrong Richard Taketa Daryl Bradley Thomas Bradley Catriona Fallon Daina Middleton Martha Notaras 86% Independent 43% Women 60.4 Average Board Age 5.4 Average Board Tenure Accounting and Finance Corporate Governance Cybersecurity Oversight Human Capital Management Insurance and Financial Services Investment and Capital Management Leadership Marketing and Brand Management Risk Management and Reinsurance Technology The lack of a dot for a particular item does not mean that the Director does not possess that skill or experience. The Board looks to each Director to be knowledgeable in these areas; however, the dot indicates that the item is a particularly prominent qualification or characteristic that the Director brings to the Board.


Palomar 2026 Proxy Statement	PLMR.com 6

Board of Directors and Corporate Governance

Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term For Which Nominated
Nominees for Director
Daryl Bradley^(1)(4)(5)	I	70	Director^(I)	2020	2026	2029
Thomas Bradley^(1)(2)(5)(6)	I	68	Director^(I)	2024	2026	2029
Continuing Directors
Mac Armstrong^(4)(5)(6)	III	51	Chief Executive Officer, Director and Chairman^(N)	2014	2028	—
Catriona M. Fallon^(1)(3)(6)	II	55	Director^(I)	2019	2027	—
Daina Middleton^(1)(2)(4)	II	60	Director^(I)	2021	2027	—
Martha Notaras^(2)(3)(5)	III	65	Director^(I)	2020	2028	—
Richard H. Taketa^(2)(3)(6)	II	54	Lead Independent Director^(I)	2019	2027	—

I = Independent

N = Not independent

⁽¹⁾

Member of our Audit Committee.

⁽²⁾

Member of our Compensation Committee.

⁽³⁾

Member of our Nominating and Corporate Governance Committee.

⁽⁴⁾

Member of our Sustainability Committee.

⁽⁵⁾

Member of our Enterprise Risk Management Committee.

⁽⁶⁾

Member of our Investment Committee.


Palomar 2026 Proxy Statement	PLMR.com 7

Board of Directors and Corporate Governance

Classified Board Structure

The Company currently has a classified Board. Following our 2022 Annual Meeting of Stockholders, we amended and restated our Certificate of Incorporation to declassify the Board beginning with the 2027 Annual Meeting of Stockholders. This change provides for the annual election of all Directors phased-in over a three-year period. With this change to the Certificate of Incorporation:

•	the nominees elected at the 2027 Annual Meeting of Stockholders (and at each subsequent Annual Meeting) will be elected for one-year terms;

•	beginning with the 2028 Annual Meeting of Stockholders, a majority of the Directors will be elected annually; and

•	following the 2029 Annual Meeting of Stockholders, the entire Board will be elected annually.

Corporate Governance Highlights

We regularly review board and corporate governance practices to ensure accountability and enhance boardroom effectiveness.

BOARD PRACTICES

	Annual Board and Committee evaluations


	6 of 7 Directors are independent


	Quarterly review of artificial intelligence and cybersecurity matters with the Board


	Quarterly executive sessions held without management present

CORPORATE GOVERNANCE PRACTICES

	Lead Independent Director with significant responsibilities


	Annual Board elections in 2027 (phased approach)


	Majority vote standard in 2027


Palomar 2026 Proxy Statement	PLMR.com 8

Board of Directors and Corporate Governance

Nominees for Director

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.

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.


Palomar 2026 Proxy Statement	PLMR.com 9

Board of Directors and Corporate Governance

Continuing Directors

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.

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.


Palomar 2026 Proxy Sta

SEC Form DEF 14A filed by Palomar Holdings Inc.