Chris Uchida
Palomar HoldingsAbout Chris Uchida
Chris Uchida is Chief Financial Officer of Palomar Holdings, Inc. (PLMR) since September 2017 (Corporate Secretary from March 2019 to February 2021). He is 51 as of April 1, 2025, holds B.S. and M.S. degrees from San Diego State University, and is a California CPA . Company performance under his tenure shows strong multi-year growth: revenues rose from $330.3M* in FY 2022 to $546.5M* in FY 2024, and EBITDA increased from $69.9M* to $154.0M* over the same period (net income from $52.2M* to $117.6M*) [GetFinancials]*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Palomar Holdings, Inc. | Chief Financial Officer | Sept 2017–present | Principal financial and accounting officer; executive signatory on SEC reports . |
| Palomar Holdings, Inc. | SVP, Operations | Jun 2015–Sept 2017 | Operational leadership prior to CFO appointment . |
| Arrowhead General Insurance Agency | EVP & Chief Accounting Officer | Joined Oct 2004 (prior to Palomar) | Led accounting function before joining Palomar . |
| PricewaterhouseCoopers LLP | Tax Manager | Prior to Oct 2004 | Tax and accounting experience . |
External Roles
- No external directorships or public company board roles for Uchida disclosed in the latest proxies. (Skip if not disclosed.)
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 447,116 | 515,000 | 592,000 |
| Target Bonus % | — | 80% | — |
| Target Bonus ($) | — | 412,000 | — |
| Actual Annual Bonus ($) | 404,521 | 739,800 | — |
| All Other Compensation ($) | 9,900 | — | — |
Performance Compensation
Annual Incentive Plan (AIP) Mechanics and Outcomes
| Metric | Weighting | Threshold | Target | Max | Actual Result | Payout as % of Target |
|---|---|---|---|---|---|---|
| Pre-Tax Adjusted Net Income (ANI) ($M) | 40% | 120.6 | 141.9 | 163.2 | 168.8 | 200% |
| Pre-Tax ANI Before Catastrophe Losses ($M) | 40% | 127.0 | 149.4 | 171.8 | 196.7 | 200% |
| MBOs (Individual Goals) | 20% | — | — | — | Achieved target | 100% |
Uchida’s 2024 AIP target was $411,000; earned payout was 180% of target, resulting in $739,800 . 2023 AIP design used identical weights with different targets; the Company exceeded targets (pre-tax ANI 141.6% of target; ANI before catastrophe losses 131.6% of target) .
Long-Term Incentive (LTI) Awards and Vesting
- Mix: 50% PSUs and 50% RSUs since 2023; no annual stock options since 2023 .
- 2024 Grants (Jan 29, 2024):
- PSUs: 4,226 units (target), grant-date fair value $260,406; vest based on performance (GWP 1-year, Adjusted ROE 3-year) with three-year service/vesting .
- RSUs: 4,226 units, grant-date fair value $260,406; vest 1/3 annually over 3 years .
- 2025 Enhancement: PSUs for Section 16 officers include a +/-20% Relative TSR modifier vs. S&P 1500 P&C Insurance Index .
Outstanding Equity (as of 12/31/2024)
| Award | Grant Date | Terms | Unvested Units (#) | Market Value ($) |
|---|---|---|---|---|
| RSUs/PSUs | 11/18/2021 | Service/performance; PSUs/RSUs outstanding | 69,058 | 3,344,939 |
| RSUs/PSUs | 1/26/2022 | RSUs vest 1/3 annually | 3,237 | 338,105 |
| RSUs/PSUs | 1/31/2023 | RSUs vest 1/3 annually | 7,772 | 811,785 |
| RSUs/PSUs | 1/29/2024 | RSUs vest 1/3 annually; PSUs 3-year | 11,704 | 1,222,483 |
Legacy Stock Options (Outstanding)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 9/8/2020 | 1,182 | — | 98.95 | 9/8/2030 |
| 1/27/2021 | 1,968 | — | 97.87 | 1/27/2031 |
| 1/26/2022 | 2,608 | 84 | 49.53 | 1/26/2032 |
Equity Ownership & Alignment
Beneficial Ownership (as disclosed)
| Metric | As of Apr 3, 2023 | As of Apr 2, 2024 | As of Apr 1, 2025 |
|---|---|---|---|
| Shares Held Directly | 24,173 | 25,344 | 10,172 |
| Options Exercisable within 60 days | 19,771 | 11,445 | 3,318 |
| RSUs Vesting within 60 days | — | — | 1,530 |
| Total Beneficially Owned | 43,944 (<1%) | 36,789 (<1%) | 15,020 (<1%) |
| Shares Outstanding (basis) | 24,934,176 | 24,921,060 | 26,734,469 |
- Anti-hedging/anti-pledging: Executives are strictly prohibited from hedging, pledging, short sales, and holding in margin accounts .
- Stock ownership guidelines: Increased in 2025 to CEO 6x salary; other executive officers 3x salary; five years to comply; in-the-money stock options excluded from compliance since 2024; performance awards only counted after criteria met . As of 2023, each NEO subject to guidelines met their requirement .
Employment Terms
General Employment Agreement (Form Agreement)
- Severance (without cause/for good reason): 12 months current base salary; if employed ≥3 years, pro-rata target bonus through termination date; up to 12 months COBRA reimbursements; non-solicitation for 12 months post-separation .
- Change-in-Control (double trigger within 12 months): Receives severance pay as above and acceleration of then-unvested equity awards if awards are assumed/continued .
- Clawback: Company intends to amend and restate policy to reflect Dodd-Frank incentive compensation recovery requirements .
Modeled Termination Economics (assuming 12/31/2023)
| Scenario | Cash Severance ($) | Non-Equity Incentive ($) | Options ($) | PSUs ($) | RSUs ($) | Medical Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Termination without Cause or Good Reason | 450,000 | 315,000 | — | 49,895 | 571,373 | 21,864 | 1,408,131 |
| Qualifying Termination in Connection with CIC | 450,000 | 315,000 | 6,531 | 313,742 | 1,342,656 | 21,864 | 2,449,793 |
Performance & Track Record
Company Financials (last 3 fiscal years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 330,343,000* | 369,618,000* | 546,511,000* |
| EBITDA ($) | 69,939,000* | 109,120,000* | 154,040,000* |
| Net Income ($) | 52,170,000* | 79,201,000* | 117,573,000* |
Values retrieved from S&P Global.*
- AIP/PSU metrics emphasize pre-tax ANI, Adjusted ROE (three-year), and GWP, directly linking incentive outcomes to underwriting and investment performance drivers .
Compensation Peer Group and Say-on-Pay
- Peer group benchmarking: 2024 peer set included 16 insurers (e.g., Kinsale Capital Group, RLI Corp., Safety Insurance Group, Hippo, Lemonade, Goosehead, Skyward Specialty, Universal Insurance Holdings, Amerisafe, ProAssurance, etc.) . 2023 peer set included 18 insurers .
- Say-on-Pay: 2024 vote received >94% approval; shareholder outreach affirmed maintaining the executive compensation program for 2025 . 2022 say-on-pay support was ~22%; the Compensation Committee implemented enhancements in response (greater PSU weighting, elimination of options, longer PSU performance periods, disclosure enhancements) .
Equity Ownership & Insider Activity Notes
- Beneficial ownership has declined YoY in disclosure tables, but executives are subject to strict anti-hedging/anti-pledging policies and elevated ownership guidelines that require net share holding until compliance .
- Form 4 insider trading detail could not be retrieved due to API authorization limitations; this analysis relies on proxy ownership tables and disclosures .
Investment Implications
- Pay-for-performance alignment is strong: 2024 AIP paid 180% of target driven by 200% payouts on pre-tax ANI and ANI before catastrophe losses, a direct tie to underwriting/investment performance . LTI mix at 50% PSUs (ROE/GWP) with three-year horizons plus a 2025 relative TSR modifier further increases linkage to shareholder returns .
- Retention risk appears moderated: Employment terms provide 12 months salary and pro-rata bonus (≥3 years tenure) and double-trigger equity acceleration on CIC; plus non-solicit covenants, which collectively reduce departure risk incentives .
- Ownership alignment: Elevated executive ownership guidelines (3x salary for NEOs) and anti-hedging/pledging rules mitigate misalignment risks; compliance is monitored annually (and was met by NEOs under prior multiples), implying continued net share retention until targets are met .
- Trading signals: Absence of options in current LTI mix reduces near-term exercise-driven selling pressure; RSUs/PSUs vesting schedules are spread over three years, with performance-conditioned PSUs smoothing supply and aligning payouts with sustained results .
Notes:
* Values retrieved from S&P Global (GetFinancials).