Angela Grant
Palomar HoldingsAbout Angela Grant
Angela Grant is Palomar’s Chief Legal Officer (since November 2020) and Corporate Secretary (since February 2021); she also served as Interim Chief People Officer from February–June 2024. Her background spans legal, compliance, governance, and strategy leadership roles at CSE Insurance Group (Chief Legal & Innovation Officer), Hippo Insurance (Head of Compliance & Legal), and earlier leadership positions at Esurance, Kemper, and GEICO. She holds a J.D. from Texas A&M University School of Law and a B.B.A. from the University of North Texas. As an executive, her performance-linked incentives are tied to Palomar’s pre-tax adjusted net income (ANI), pre-tax ANI before catastrophe losses, and long-term PSUs measured by Gross Written Premiums and Adjusted ROE, with robust clawback and stock ownership policies reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSE Insurance Group | Chief Legal & Innovation Officer | Jan 2019–Nov 2020 | Led legal and innovation functions; governance and strategy oversight |
| Hippo Insurance | Head of Compliance & Legal | Apr 2017–Jan 2019 | Built compliant business models and corporate governance |
| Esurance | Leadership role (legal/compliance) | Not disclosed | Compliance, M&A, strategy credentials |
| Kemper | Leadership role (legal/compliance) | Not disclosed | Compliance, governance, strategy |
| GEICO | Leadership role (legal/compliance) | Not disclosed | Compliance, governance, strategy |
External Roles
- Not disclosed in proxy filings .
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | $317,986 | $352,692 |
| Target Bonus % | 60% (implied by 2023 target; 2022 % not separately stated) | 60% |
| Target Bonus ($) | $158,993 (actual target view noted for 2022) | $213,000 |
| Actual Bonus Paid ($) | $150,278 | $273,508 |
| All Other Compensation ($) | $9,150 | $13,347 (includes $9,900 401(k) contribution and $3,447 Executive Physical) |
| Total Compensation ($) | $965,230 | $858,094 |
Performance Compensation
Annual Incentive Plan (AIP) Structure
| Year | Metric | Weighting | Threshold | Target | Max | Notes |
|---|---|---|---|---|---|---|
| 2023 | Pre-Tax ANI ($mm) | 40% | $92.1 | $108.3 | $135.4 | Bonus capped at 200% of target |
| 2023 | Pre-Tax ANI Before Cat Losses ($mm) | 40% | $96.9 | $114.0 | $142.5 | Shareholder-supported metrics |
| 2023 | Individual MBOs | 20% | N/A | N/A | N/A | Enhanced disclosure commitment |
| 2024 | Pre-Tax ANI ($mm) | 40% | $120.6 | $141.9 | $163.2 | Core measures tied to shareholder value |
| 2024 | Pre-Tax ANI Before Cat Losses ($mm) | 40% | $127.0 | $149.4 | $171.8 | Removes mark-to-market impacts |
| 2024 | Individual MBOs | 20% | Individual goals | Individual goals | Individual goals | 80% of NEOs include sustainability objectives |
Long-Term Incentives (LTI) Design and Grants
| Year | Vehicle | Weight | Grant Details | Performance Metric | Vesting |
|---|---|---|---|---|---|
| 2022 | RSUs | 60% | $93,000 of RSUs | N/A | 3-year, 1/3 annually |
| 2022 | PSUs | 20% | $31,000 of PSUs | 2022 PSU program; ROE component increased to 3-year performance period (70% of PSUs) | Earned → then 3-year service vest |
| 2022 | Stock Options | 20% | $31,000 of Options | N/A | Legacy mix; options removed starting 2023 |
| 2023 | RSUs | 50% | 2,138 RSUs; $109,273 grant-date fair value | N/A | 3-year, 1/3 annually |
| 2023 | PSUs | 50% | 2,138 PSUs target; $109,273 grant-date fair value; threshold 1,069; max 4,276 | Gross Written Premiums and Adjusted ROE; performance period fiscal year; actual results produced 200% of target earn-out | Earned shares subject to ~3-year service period before issuance |
| 2024 | RSUs | 50% | Maintained 2023 mix; three-year vesting | N/A | 3 years |
| 2024 | PSUs | 50% | Maintained 2023 mix; three-year vesting | Gross Written Premiums & Adjusted ROE | Earned → then service vest |
| 2025 | LTI Enhancement | — | A portion of executive comp tied to Relative TSR vs Index (effective 2025) | RTSR | Not detailed |
2023 Plan-Based Award Detail (Angela Grant)
| Grant Date | Award Type | Threshold (Cash/Units) | Target (Cash/Units) | Max (Cash/Units) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 1/31/2023 | Cash (AIP) | $106,500 | $213,000 | $426,000 | N/A |
| 1/31/2023 | PSUs | 1,069 units | 2,138 units | 4,276 units | $109,273 |
| 1/31/2023 | RSUs | N/A | 2,138 units | N/A | $109,273 |
Equity Ownership & Alignment
| Item | 2023 | 2024 |
|---|---|---|
| Shares Held Directly (#) | 265 | 103 |
| Stock Options Exercisable Within 60 Days (#) | 7,497 | 11,231 |
| RSUs Scheduled to Vest Within 60 Days (#) | — | — |
| Total Beneficially Owned (#) | 7,762 (<1%) | 11,334 (<1%) |
| Shares Outstanding (denominator) | 24,934,176 | 24,921,060 |
| Anti-Hedging / Anti-Pledging Policy | Prohibits short sales, derivatives, hedging, pledging, margin accounts | |
| Stock Ownership Guidelines | 2023: CEO 5x salary; Other execs 2x salary; 5-year compliance window | 2025: CEO 6x salary; Other execs 3x salary; 5-year window; exclude counting in-the-money options |
| Compliance Status (as disclosed) | All NEOs met guidelines at time of 2023 filing | Committee reviews annually |
Option and Stock Award Activity
| Year | Option Exercises (#) | Value Realized on Exercise ($) | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) |
|---|---|---|---|---|
| 2022 | — | — | 247 | $12,098 |
| 2023 | — | — | 2,216 | $110,718 |
Outstanding Equity Awards (Selected Grant-Level Detail)
| Grant Date | Award Type | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested Shares/Units (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| 11/30/2020 | Stock Option | 3,577 | 3,290 (1) | 66.10 | 11/30/2030 | — | — |
| 1/27/2021 | Stock Option | 563 | 385 (2) | 97.87 | 1/27/2031 | 928 RSUs | $41,908 |
| 1/26/2022 | Stock Option | — | 1,636 (2) | 49.53 | 1/26/2032 | 3,280 RSUs | $148,125 |
| 1/26/2022 (Supplemental) | Stock Option | — | 3,273 (2) | 49.53 | 1/26/2032 | 6,561 RSUs | $296,295 |
(1) For certain grants: 25% vests at first anniversary; remainder in 36 equal monthly installments .
(2) For certain grants: 25% vests at first anniversary; remainder in 24 equal monthly installments .
RSUs vest 1/3 annually over three years; PSUs earn based on performance then require ~3 years of service to vest .
Employment Terms
| Provision | 2023 Disclosure | 2024 Disclosure |
|---|---|---|
| Employment Agreement | Executive employment agreements with double-trigger CIC provisions (termination in connection with CIC required for benefits) | Same framework under 2019 Plan; successor may assume awards; double-trigger CIC required |
| Base Salary | $355,000 (2023) | $400,000 (2024) |
| Target Bonus % | 60% (AIP) | 60% (AIP; structure maintained) |
| Severance (Non-CIC) | 6 months base salary ($167,500); no target bonus | 12 months base salary ($355,000) + 100% of target bonus ($213,000) + medical continuation ($7,646) + equity per terms; total $762,293 |
| Severance (CIC, Double Trigger) | Base ($167,500) + accelerated equity (PSUs $197,304; RSUs $289,024) + medical ($6,621); total $660,449 | Base ($355,000) + bonus ($213,000) + options ($11,904) + PSUs ($265,623) + RSUs ($350,871) + medical ($7,646); total $1,204,044 |
| Clawback Policy | Updating to comply with SEC rules (adopted Oct 26, 2022) | Enhanced Oct 2023: removed “at fault,” expanded to current/former execs, eliminated discretion, triggers include material/non-material restatements and other qualifying events |
| Anti-Hedging / Anti-Pledging | Prohibits hedging/pledging and margin accounts | Prohibitions reaffirmed; quarterly/special blackout periods apply |
| Tax Gross-Ups | Company policy: No tax gross-ups for CIC payments |
Compensation Structure Analysis
- Shift to more performance-based equity: In response to low 2022 say-on-pay support (~22%), Palomar eliminated stock options from the LTI mix beginning in 2023 and increased PSUs to 50% of LTI for all NEOs, materially strengthening pay-for-performance .
- Enhanced governance and ownership alignment: Stock ownership guidelines increased (CEO 5x→6x; other execs 2x→3x) with 5-year compliance windows and exclusion of in-the-money options for compliance; anti-hedging/pledging maintained .
- Strong clawback regime: Policy enhanced in 2023 to exceed SEC requirements and cover restatements and other triggers, eliminating discretion and “at fault” requirements .
- AIP focus on controllable performance: AIP metrics center on pre-tax ANI and pre-tax ANI before catastrophe losses, with transparent thresholds/targets and capped payouts, aligning payouts to operational execution .
Investment Implications
- Alignment and retention: Grant’s incentives are predominantly at-risk (AIP + PSUs/RSUs) with double-trigger CIC terms and robust stock ownership/call-back policies; her 2024 severance coverage increased to 12 months base plus 100% target bonus, marginally lowering near-term departure friction but still tied to performance and service vesting on PSUs .
- Insider selling pressure: No option exercises in 2022–2023 and modest RSU vesting suggests limited historical selling pressure; upcoming 60-day RSU vesting not disclosed for 2024 (none indicated), reducing near-term supply risk .
- Pay-for-performance reforms: The 2023 LTI redesign and stricter ownership/clawback policies—implemented after low 2022 say-on-pay support—signal improved shareholder alignment; introduction of RTSR in 2025 adds market-relative accountability, a potential positive for governance-driven investors .
- Execution risk: PSUs tied to Gross Written Premiums and Adjusted ROE with 200% earn-out in FY2023 reflect strong operational delivery; continued reliance on ANI metrics places emphasis on underwriting discipline and catastrophe exposure management—key watchpoints for sustainability of payouts .