Catriona Fallon
Palomar HoldingsAbout Catriona Fallon
Catriona M. Fallon, age 54, has served as an independent director of Palomar Holdings, Inc. since May 2019; she is Chair of the Audit Committee and serves on the Nominating & Corporate Governance Committee and the Investment Committee, with her current Class II term expiring at the 2027 annual meeting . She is the CFO of SambaNova Systems and previously held CFO roles at multiple technology companies; she earned an MBA from Harvard Business School and a BA in Economics from UCLA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SambaNova Systems | Chief Financial Officer | — | Executive advisor/investor; strategic CFO services to pre-IPO companies |
| Aktana | Chief Financial Officer | — | — |
| Hitachi Vantara (Hitachi, Ltd. subsidiary) | Chief Financial Officer | — | — |
| Silver Spring Networks | Chief Financial Officer | — | Helped execute sale of the company to Itron |
| Marin Software | Chief Financial Officer | — | — |
| Cognizant Technology Solutions | Leadership positions | — | — |
| Hewlett-Packard | Leadership positions | — | — |
| Citigroup Investment Research | Equity Analyst | — | — |
| Piper Jaffray & Company | Roles (finance) | — | — |
| McKinsey & Company | Roles (consulting) | — | — |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Arlo Technologies, Inc. (Nasdaq: ARLO) | Director | Public | Smart home technology; board service current |
| General Fusion | Director | Private | Commercial fusion energy; board service current |
| Cray Inc. (Nasdaq: CRAY) | Director (prior) | Public | Served until acquisition by HPE |
Board Governance
- Independence: The Board determined Fallon is independent under Nasdaq and SEC rules; she is also independent for Audit Committee service .
- Audit Chair and Financial Expert: Fallon chairs the Audit Committee and is designated the Audit Committee financial expert with requisite financial sophistication under SEC/Nasdaq standards .
- Committee Memberships: Audit (Chair), Nominating & Corporate Governance, Investment .
- Meetings and Attendance: In 2024 the Board met five times and each director attended more than 75% of Board and applicable committee meetings; Audit Committee held five meetings and Nominating & Corporate Governance held four meetings; the Investment Committee was formed in Feb 2025 (no 2024 meetings) .
- Engagement: The Board regularly schedules executive sessions of independent directors without management; five directors attended the 2024 Annual Meeting .
Committee Work Snapshot (2024)
| Committee | Role | 2024 Meetings | Scope Highlights |
|---|---|---|---|
| Audit Committee | Chair | 5 | Oversees financial reporting, internal controls, related-party transactions; pre-approves auditor services; recommends inclusion of audited FS; Fallon signed the Audit Committee Report |
| Nominating & Corporate Governance | Member | 4 | Director recruitment (used Russell Reynolds in 2024), governance principles, succession, board evaluations |
| Investment Committee | Member | 0 (formed Feb 2025) | Investment policy oversight, external manager selection, regulatory compliance |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 118,500 | 99,964 (RSUs; grant-date fair value per ASC 718) | 218,464 |
- Program structure (2024): Annual board service retainer; committee chair cash retainer (in lieu of member retainer); committee member retainer discontinued effective 2025; annual equity retainer in RSUs with 1-year cliff; professional development reimbursement; expense reimbursement for meetings .
- Independent compensation consultant: Pay Governance LLC advises annually on director pay .
Performance Compensation
Directors receive time-based RSUs; there are no disclosed performance metrics tied to non-employee director equity grants.
| Element | Vesting | Grant Vehicle | Performance Metrics |
|---|---|---|---|
| Annual Director Equity Retainer | 1-year cliff | RSUs | None disclosed for directors |
Other Directorships & Interlocks
| External Entity | Relationship to PLMR | Interlock/Transaction Disclosure |
|---|---|---|
| Arlo Technologies, Inc. | No disclosed PLMR transactions | None disclosed in related-person transactions section |
| General Fusion | No disclosed PLMR transactions | None disclosed |
| Cray Inc. (prior) | Historical board service only | None disclosed |
Expertise & Qualifications
- Financial oversight: Audit Committee Chair and SEC-defined “financial expert,” bringing deep CFO and capital markets experience to PLMR’s financial reporting and audit oversight .
- Technology and operations: Senior roles across AI semiconductors/cloud software (SambaNova), enterprise software/services, and hardware (HP), supporting risk oversight and digital transformation perspectives .
- Education: MBA, Harvard Business School; BA Economics, UCLA .
Equity Ownership
| Category | Shares/Units |
|---|---|
| Shares held directly | 4,834 |
| Options exercisable within 60 days | 4,262 |
| RSUs scheduled to vest within 60 days | 1,224 |
| Total beneficial ownership | 10,320 |
| Ownership % of outstanding | Less than 1% (based on 26,734,469 shares outstanding) |
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging PLMR stock; cannot hold in margin accounts .
- Stock ownership guidelines (enhanced 2025): Directors must hold stock equal to 5x cash retainer within five years; RSUs count toward compliance, performance awards do not until earned; underwater options excluded; methodology updated to exclude in-the-money options effective Jan 2024 .
Governance Assessment
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Strengths
- Audit Committee leadership and “financial expert” status enhance oversight of accounting, controls, and auditor independence .
- Documented independence across Board and Audit Committee; robust anti-hedging/pledging policy supports alignment .
- Director equity plus elevated ownership guideline (5x cash retainer) indicate long-term alignment with shareholders .
- Attendance and committee engagement: >75% attendance threshold met by all directors; active committees with defined charters and regular meetings .
-
Potential Risks/Watch Items
- Significant external commitments (CFO of SambaNova; boards at Arlo and General Fusion) warrant monitoring for time demands, though attendance metrics indicate engagement in 2024 .
- No related-party transactions disclosed involving Fallon; Audit Committee reviews related-party matters, which mitigates conflict risk .
-
Signals to investors
- Governance posture is supportive of investor confidence: independent audit leadership, strict trading/hedging policies, and clear ownership expectations for directors .
- The Investment Committee formation in 2025 adds portfolio oversight; Fallon’s membership extends her financial supervision beyond reporting to capital allocation .
RED FLAGS: None disclosed specific to Fallon in related-party transactions; hedging/pledging is prohibited by policy; note external role load for ongoing monitoring .