Jay Madhu
HCI GroupAbout Jay Madhu
Jay Madhu, age 58, is an independent director of HCI Group, Inc., serving on the Board since May 2007; he is also President and Chief Executive Officer of Oxbridge Re Holdings Ltd. (NASDAQ: OXBR) and has chaired its board since March 2018 . He previously held operating roles at HCI as President of the Real Estate Division (2008–2013) and Vice President of Marketing and Investor Relations (2011–2013), and has served as a director of HCI’s Bermuda-based reinsurance subsidiary, Claddaugh Casualty Insurance Company Ltd., since July 2010 . The 2025 proxy identifies him as an “independent director” under NYSE rules (he was not listed as independent in the 2024 proxy), and the Board reports that in 2024 it held 13 meetings with each director attending at least 92% of meetings . He attended Northwest Missouri State University where he studied marketing and management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HCI Group, Inc. | Director | Since May 2007 | Board-level oversight during expansion and catastrophe cycles |
| HCI Group, Inc. (Real Estate Division) | President | 2008–2013 | Led real estate activities amid growing importance of real estate investments |
| HCI Group, Inc. | VP, Marketing & Investor Relations | 2011–2013 | Investor communications and marketing during growth and reinsurance program evolution |
| Claddaugh Casualty Insurance Company Ltd. (HCI subsidiary) | Director | Since July 2010 | Reinsurance subsidiary governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oxbridge Re Holdings Ltd. (NASDAQ: OXBR) | President & CEO; Chairman of the Board | CEO since 2013; Chair since Mar 2018 | Also director of Oxbridge Reinsurance Limited and Oxbridge Re NS |
| SurancePlus Inc. (Oxbridge Re subsidiary) | Director | Noted current | Web3/RWA initiative tokenizing reinsurance contracts |
| Oxbridge Acquisition Corp. (NASDAQ: OXAC) | Chairman, CEO & President | Apr 2021–Aug 2023 | Completed merger with Jet.AI (NASDAQ: JTAI) in Aug 2023 |
| BayFirst Financial Corp. (NASDAQ: BAFN) | Director | Aug 2013–Apr 2014 | Regional bank board experience |
| Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) | Director | 2012–2014 | Public REIT board experience |
| First Home Bank (Florida) | Director | 2013 | Banking oversight |
| 5th Avenue Group LC; Forrest Terrace LC; The Mortgage Corporation Network | President | Since 2002; since 1999; since 1996, respectively | Commercial real estate and mortgage finance operations |
Board Governance
- Independence: The Board determined in 2025 that Mr. Madhu is independent under NYSE standards (he was not listed as independent in 2024) .
- Committees: No current Board committee assignments are listed for Mr. Madhu (Audit, Compensation, Governance & Nominating, Sustainability all blank) .
- Attendance: The Board met 13 times in 2024; each director attended at least 92% of meetings; the company emphasizes monthly cadence and informal engagement between meetings .
- Skills: The Board’s skills matrix tags Mr. Madhu with operations management experience, gender/ethnic diversity, CEO leadership, industry background, public company board service, and financial experience .
- Governance practices: Lead Independent Director in place; anti-hedging policy; director share ownership requirement; no poison pill .
Fixed Compensation
| Year | Cash Retainer ($) | Equity Grant (Shares) | Grant Date | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | 100,000 | 750 | June 12, 2024 | 72,285 | Vests May 22, 2025 (service-based) |
| 2023 | 100,000 | 500 | June 8, 2023 | 29,325 | Vested May 21, 2024 (service-based) |
| 2024 “All other” (dividends on unvested) | 1,000 | — | — | — | — |
| 2023 “All other” (dividends on unvested) | 800 | — | — | — | — |
Notes: Director equity awards are restricted stock with service-only conditions; no options granted to directors in these periods .
Performance Compensation
| Element | Status | Metrics/Conditions |
|---|---|---|
| Performance-based cash bonus | Not applicable to non-employee directors | — |
| PSUs/market-based director equity | Not used; director awards are service-based restricted shares | Service-only vesting (no TSR/financial targets) |
| Options (director) | None granted to directors in 2024; not part of director plan in 2023 table | — |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Oxbridge Re Holdings Ltd. (NASDAQ: OXBR) | CEO & Chair | Oxbridge Reinsurance Limited participated as a subscribing reinsurer in HCI’s reinstatement premium protection (RPP) reinsurance contracts; 2023–2024 proxy discloses $1,099,000 premium with collateralized trust; 2024–2025 proxy indicates $1,099 premium and similar trust collateralization; transactions reviewed under related-party policy (majority of disinterested directors) . |
Expertise & Qualifications
- Capital markets, marketing, real estate and mortgage finance expertise; public company board and CEO experience .
- Board skills matrix indicates breadth across operations, CEO leadership, industry knowledge, public company board service and financial experience .
Equity Ownership
| As-of Date | Total Beneficial Ownership (Shares) | % of Outstanding | Components/Notes |
|---|---|---|---|
| Apr 14, 2025 | 55,541 | <1% (asterisked as less than 1%) | Includes 41,500 via Universal Finance & Investments, LLC (voting/investment power held by Mr. Madhu) ; 2,803 shares in IRA ; 750 unvested restricted shares . |
| Apr 15, 2024 | 54,791 | <1% (asterisked as less than 1%) | Includes 41,500 via Universal Finance & Investments, LLC ; 2,803 shares in IRA ; 500 unvested restricted shares . |
Ownership alignment policies:
- Director ownership guideline: new directors are expected to acquire $200,000 of HCI stock within five years and hold until Board retirement (company-wide policy; individual compliance not disclosed) .
- Anti-hedging policy prohibits hedging and short positions by directors .
Governance Assessment
- Strengths: 2025 independence determination under NYSE rules; broad insurance/real estate/finance skillset and extensive public board/CEO experience; equity-based director pay aligns with shareholders; anti-hedging and director ownership guidelines; active Board with high attendance; Lead Independent Director structure .
- Watch items/RED FLAGS: Related-party exposure via Oxbridge RPP participation while Mr. Madhu serves as Oxbridge CEO/Chair; although fully collateralized via trust and subject to approval by disinterested directors, the continuing related-party reinsurance involvement can raise perceived conflict risk; note the 2023–2024 proxy amount of $1,099,000 vs 2024–2025 proxy’s $1,099 disclosure inconsistency warrants monitoring of future disclosures and audit committee oversight .
- Committee influence: Mr. Madhu currently has no committee assignments, limiting his direct role in audit/compensation/governance processes despite his experience; consider future committee placement to leverage expertise (Audit or Governance) .
- Shareholder sentiment: Say-on-pay support remained robust in 2024 (For: 7,954,109; Against: 446,033; Abstain: 5,397; Broker non-votes: 829,293) and remained favorable in 2025 though with higher opposition (For: 6,008,850; Against: 2,773,591; Abstain: 15,806; Broker non-votes: 676,749), suggesting continued but more scrutinized support for compensation .
Appendix: Reference Governance and Voting Data (context)
| Item | 2024 Result | 2025 Result |
|---|---|---|
| Board meetings | 13; nine directors 100% attendance, one at 92% | 13 in 2024; each director ≥92% attendance per 2025 proxy summary |
| Say-on-Pay advisory vote | For 7,954,109; Against 446,033; Abstain 5,397; Broker non-votes 829,293 | For 6,008,850; Against 2,773,591; Abstain 15,806; Broker non-votes 676,749 |
| Director equity structure | Restricted shares (service-based) | Restricted shares (service-based) |