Daina Middleton - Director | Palomar Holdings (PLMR) Executive Profile & Compensation

About Daina Middleton

Daina Middleton, age 59, has served as an independent director of Palomar Holdings, Inc. since July 2021. She brings extensive expertise in digital marketing, data, analytics, artificial intelligence, and channel marketing, supported by a B.A. in Technical Journalism from Oregon State University, an MIT AI Strategy Certification, and a Stanford Sustainability Strategy Certification . She is currently a member of Palomar’s Audit, Compensation, and Sustainability Committees; her current Class II board term expires in 2027 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Britelite Immersive	Chief Executive Officer; company sold to a strategic acquirer	Former CEO; sale in Nov 2021	Led experiential creative technology initiatives
Ansira	Chief Executive Officer	Former	Led marketing technology and services focused on customer relationship development
Twitter	Senior management position	Former	Digital marketing leadership
Performics	Senior management position	Former	Performance marketing solutions leadership
Hewlett-Packard	Led global advertising	Former	Global advertising leadership

External Roles

Organization	Role	Tenure	Committees/Impact
PrismWork	Co-founder (leadership and culture consultancy)	Current	Co-founded consultancy focused on culture
Marin Software (Public)	Director	Current	Public company board role
Level Agency (Private, PE-backed)	Director	Current	Board role at marketing services company
Bond Brand Loyalty (Private, PE-backed)	Director	Current	Board role at marketing services company
Oregon State University School of Arts & Communication Advisory Council	Member	Current	Advisory role

Board Governance

Independence: Middleton is one of six independent directors (of seven total) under Nasdaq rules; she is a non-employee director per Rule 16b-3 .
Committee assignments: Audit (member), Compensation (member), Sustainability (member). Audit Committee met five times in 2024 and comprises independent directors; Compensation Committee comprises independent directors .
Attendance: In 2024, the Board held five meetings, and each director attended more than 75% of the aggregate Board and applicable committee meetings; five directors attended the 2024 Annual Meeting (attendance by director not individually disclosed) .
Board structure: CEO serves as Chair; Lead Independent Director is Richard Taketa with defined responsibilities to ensure independent oversight .
Term and tenure: Class II director; director since 2021; current term expires 2027 .

Fixed Compensation

Structure: Non-employee directors receive an annual board cash retainer; committee chair cash retainer (in lieu of member retainer); and an annual equity retainer in RSUs with a 1-year cliff vest; committee member cash retainers were discontinued effective 2025 to align with market practices .
Independent compensation consultant: Pay Governance LLC advises the Compensation Committee on director pay .

Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
2024	123,250	99,964	—	223,214

Performance Compensation

Annual equity retainer: RSUs granted in connection with the Annual Meeting; 1-year cliff vest; time-based vesting only (no performance conditions for directors) .
Anti-hedging/anti-pledging: Directors are prohibited from short sales, hedging, pledging, and other speculative transactions in Palomar securities .
Stock ownership guidelines (directors): Effective 2025, directors must hold 5x annual cash retainer within five years; stock ownership counts vested shares, unvested time-based RSUs, and ESPP shares; performance awards and options do not count (and, effective 2024, in-the-money options are excluded) .

Component	Grant Timing	Grant Date Fair Value ($)	Vesting Schedule	Performance Conditions
Annual RSU Equity Retainer	In connection with Annual Meeting	99,964 (2024)	1-year cliff vest	None (time-based RSUs)

Other Directorships & Interlocks

Company	Public/Private	Role	Potential Interlocks
Marin Software	Public	Director	Not disclosed in Palomar filings
Level Agency	Private (PE-backed)	Director	Not disclosed in Palomar filings
Bond Brand Loyalty	Private (PE-backed)	Director	Not disclosed in Palomar filings

Expertise & Qualifications

Core skillset: Digital marketing, data/analytics, AI, channel marketing; former CEO experience; broad consulting across industries .
Education & credentials: B.A. Technical Journalism (Oregon State University), MIT AI Strategy Certification, Stanford Sustainability Strategy Certification; OSU Advisory Council member .

Equity Ownership

Ownership guidelines: Directors required to hold 5x annual cash retainer (5-year compliance window); counting rules include unvested time-based RSUs; exclude performance awards and options; in-the-money options excluded effective 2024 .
Anti-hedging/anti-pledging policy applies to directors .
Shares outstanding used for percentage calculations: 26,734,469 (as of April 1, 2025) .

Holder	Shares Held Directly	Shares Held Indirectly	Options Exercisable within 60 days	RSUs Scheduled to Vest within 60 days	Total Beneficially Owned	Beneficial Ownership %
Daina Middleton	4,266	—	—	1,224	5,490	* (<1%)

Governance Assessment

Strengths:
- Independence and multi-committee service (Audit, Compensation, Sustainability) enhance oversight across financial reporting, pay practices, and ESG; Audit and Compensation Committees are fully independent .
- Board attendance above 75% and defined Lead Independent Director role support board effectiveness and investor confidence .
- Director compensation balanced between cash and RSUs with 1-year vesting; use of independent comp consultant (Pay Governance) is a governance-positive practice .
- Robust anti-hedging/anti-pledging and enhanced stock ownership guidelines (5x cash retainer) strengthen alignment; directors have five years to comply .
Potential risks/considerations:
- External board and advisory roles (Marin Software; Level Agency; Bond Brand Loyalty; PrismWork) increase time commitments; continued monitoring of attendance and engagement is prudent .
Red flags:
- No director-specific related-party transactions disclosed for Middleton in the 2025 proxy; company policies require Audit Committee review of related-party transactions .
- No hedging or pledging permitted under company policy; no pledging disclosed for Middleton .
Shareholder context:
- Say-on-pay support exceeded 94% in 2024, indicating shareholder endorsement of compensation governance; Compensation Committee led investor engagement and implemented enhancements for 2025 (including higher ownership multiples) .