Pete Apostolou
About Pete Apostolou
Pete Apostolou (age 50) has served as an independent director of Heritage Insurance Holdings, Inc. since inception in August 2012. He is a Florida-based real estate entrepreneur: owner of Alexa Realty of St. Petersburg (founded 2004) and founder/owner of Central Title Services (founded 2015), with management ownership roles in several Tampa Bay commercial real estate companies. The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexa Realty of St. Petersburg | Owner/Real Estate Broker | Since 2004 | Florida residential/commercial real estate expertise |
| Central Title Services | Owner/Founder | Since 2015 | Title services domain knowledge |
| Various Tampa Bay commercial real estate companies | Manager/Owner | Ongoing | Local market network; property operations insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No public-company directorships or committee roles disclosed for Apostolou |
Board Governance
- Board service: Director since August 2012; independent status confirmed by the Board .
- Committee assignments (current, effective June 10, 2025): Chair, Corporate Governance & Nominating (CGN); Member, Compensation Committee; Audit Committee currently chaired by Barlas with Vattamattam and Whiting as members .
- Committee assignments (as of April 16, 2025, pre-annual meeting): Member, Corporate Governance & Nominating Committee .
- Attendance: In 2024, except for one director not standing for re-election, all directors (including Apostolou) attended at least 75% of Board and committee meetings; Board met five times, with four executive sessions of non-management directors .
- Annual Meeting participation: Directors are encouraged but not required to attend; four directors attended the 2024 annual meeting .
| Governance Item | Detail | Citation |
|---|---|---|
| Independence | Independent director under NYSE rules | |
| Board Tenure | Since August 2012 | |
| Committees (pre-2025 AM) | CGN member | |
| Committees (post-2025 AM) | CGN Chair; Compensation member | |
| Attendance 2024 | ≥75% of Board+committee meetings (Board held 5 meetings; 4 executive sessions) |
Fixed Compensation
| Component | 2024 Amount/Policy | Vesting/Timing | Citation |
|---|---|---|---|
| Annual cash retainer | $125,000 | Annual | |
| Committee membership retainer | $2,500 (per committee) | Annual | |
| Committee chair retainer | $5,000 (per chair) | Annual | |
| Board chair retainer (if non-employee) | $20,000 | Annual | |
| Apostolou cash fees (2024) | $127,500 | Paid in 2024 |
Performance Compensation
| Equity Component | Grant Date | Value | Type | Vesting Terms | Performance Metrics | Citation |
|---|---|---|---|---|---|---|
| Annual director equity grant | June 5, 2024 | $40,000 | Restricted stock | Vests on the earlier of one-year anniversary or day before next annual meeting | None disclosed for director awards (time-based only) |
Note: Director equity grants are time-based restricted stock; no TSR, revenue, EBITDA, or ESG performance metrics are specified for non-employee directors’ awards .
Other Directorships & Interlocks
| Category | Detail | Citation |
|---|---|---|
| Public company boards (current) | None disclosed | |
| Public company boards (prior) | None disclosed for Apostolou | |
| Interlocks/conflicts | None disclosed for Apostolou; Board notes one director’s consulting (Widdicombe) and another director’s agency commissions (Berset) as related-party items |
Expertise & Qualifications
- Florida real estate market expertise via ownership of brokerage and title services; brings property market perspective relevant to homeowners insurance underwriting, distribution, and claims environment .
- Independent governance profile; now chairs CGN and serves on Compensation, increasing influence over nominations, governance standards, and pay oversight .
- Age 50 supports balanced tenure and generational diversity on a smaller-cap insurer’s board .
Equity Ownership
| Holder | Shares Beneficially Owned | Approx. % of Class | Notable Details | Citation |
|---|---|---|---|---|
| Pete Apostolou | 189,719 | <1% | Includes 4,914 unvested restricted shares vesting June 5, 2025 |
Policies affecting alignment:
- Pledging prohibited; short sales prohibited; hedging allowed only with CFO pre-clearance under Insider Trading Policy .
Say-on-Pay & Shareholder Feedback
| Year/Proposal | For | Against | Abstain | Broker Non-Votes | Notes | Citation |
|---|---|---|---|---|---|---|
| 2024 Say-on-Pay | 11,287,051 | 3,531,897 | 520,202 | 8,910,554 | Advisory approval recorded in 2024; proxy notes c. 76% support at 2024 meeting | |
| 2025 Say-on-Pay | 15,111,279 | 4,260,104 | 776,477 | 5,020,784 | Advisory approval; improved raw support vs 2024 |
Compensation Committee Analysis
- Committee composition (post-2025 AM): Chair Whiting; Members Apostolou and Vattamattam .
- Independent compensation consultant: Pay Governance retained; Compensation Committee concluded no conflicts and advisor independence; used market benchmarking to adjust NEO pay mix toward performance-based compensation .
- Interlocks: None; no insider participation in 2024 .
Related-Party Transactions (Conflict Screening)
- No related-party transactions disclosed involving Apostolou. Disclosures include: (i) consulting payments to Chairman Widdicombe for claims operations ($99,996 in 2024) and (ii) agency commissions paid to Comegys Insurance Agency owned by director Berset ($139,792 in 2024) .
Governance Assessment
-
Strengths:
- Independent director with long tenure; elevated governance role as CGN Chair; added Compensation Committee seat increases oversight on nominations and pay .
- Attendance threshold met (≥75%) and engagement through committee service .
- Transparent director pay structure; modest equity grants align with shareholder interests without over-leveraging performance metrics for directors .
- Robust policies: clawback adopted; pledging and short sales prohibited; hedging subject to pre-clearance .
-
Watch items and potential red flags:
- Hedging not categorically prohibited (requires pre-clearance); while pledging is banned, hedging latitude may be viewed as a minor alignment risk by some investors .
- External real estate holdings: while no related-party transactions are disclosed for Apostolou, ongoing monitoring is prudent given HRTG’s property insurance exposure and potential counterparties in real estate services .
- Historical say-on-pay: 2024 support around 76% suggests prior investor scrutiny; raw votes improved in 2025, but continued engagement remains important .
Overall signal: Apostolou’s elevation to CGN Chair and seat on Compensation Committee are positive for governance effectiveness; no disclosed conflicts tied to him, ownership is modest with clear anti-pledging controls, and meeting attendance thresholds are met .