Daryl Bradley
Palomar HoldingsAbout Daryl Bradley
Independent director at Palomar (PLMR) since 2020; age 69. Bradley brings four decades of insurance and reinsurance leadership, including EVP roles at Everest Re, and currently serves on the board of Coverys. He holds a B.A. in Political Science from the University of Chicago. At Palomar, he sits on the Audit and Sustainability Committees and chairs the Enterprise Risk Management (ERM) Committee, signaling deep risk oversight expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Everest Reinsurance Company | Executive Vice President & Head of International Insurance; previously EVP & President, Insurance Operations; Chairman, Everest Insurance Co. of Canada; President/Board member of statutory primary insurance companies | 1995–2018 | Senior P&C leadership across underwriting and international operations |
| Continental Insurance Corporation | Various roles | 1992–1995 | Insurance operating roles |
| Fireman’s Fund Insurance Company | Various roles | 1982–1992 | Insurance operating roles |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Coverys | Director | Private | Medical professional liability insurer |
Board Governance
- Independence and tenure: Board deems Bradley independent under Nasdaq rules; director since 2020 (Class I; term expires 2026) .
- Committee assignments and chair roles:
- Enterprise Risk Management Committee: Chair; 4 meetings in 2024. Mandate includes ERM and cybersecurity oversight, monitoring risk framework, and advising on risk-related stakeholder concerns .
- Audit Committee: Member; all members financially literate; Audit Committee chaired by Catriona Fallon (designated financial expert) .
- Sustainability Committee: Member; 4 meetings in 2024; oversees sustainability disclosures and practices .
- Board effectiveness and structure:
- Board held 5 meetings in 2024; every director attended >75% of board and assigned committee meetings .
- Lead Independent Director (Richard Taketa) presides over executive sessions and coordinates CEO evaluation/comp with committees .
- Declassification underway: annual board elections begin phase-in 2027–2029 .
- Committee composition snapshot (April 1, 2025): Bradley listed on Audit (member), Sustainability (member), ERM (member per matrix, but designated ERM Chair in committee section) .
| 2024 Meeting Counts | Board | ERM Committee | Sustainability Committee |
|---|---|---|---|
| Meetings held | 5 | 4 | 4 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 119,250 | Includes board and subsidiary board service; committee member retainers discontinued effective 2025 |
- Non-employee director program elements (2024): annual cash retainer; committee chair cash retainer (in lieu of member retainer); committee member cash retainer (eliminated effective 2025); annual equity retainer in RSUs with 1-year cliff vest; reimbursement of out-of-pocket expenses .
- 2025 change: elimination of committee member retainers to align with market practice .
Performance Compensation
| Year | Stock Awards ($) | Instrument | Vesting | Other Equity |
|---|---|---|---|---|
| 2024 | 99,964 | RSUs | 1-year cliff vest, annual director grant | New director grants in RSUs upon appointment (e.g., $100,000 for Thomas Bradley in 2024) |
- Director equity is time-based RSUs only; no PSU metrics for directors disclosed. Anti-hedging/anti-pledging policy prohibits directors from hedging, pledging, short sales, or options in Palomar securities, reinforcing alignment .
- Director stock ownership guideline: increased in 2025 to 5x annual cash retainer (previously 2x). Company did not disclose director-by-director compliance status .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Coverys | Director | Not disclosed | No interlocks disclosed involving Bradley. Compensation Committee Interlocks section notes no interlocks among committee members; no cross-board/officer interlocks reported for Palomar’s execs in the past year . |
Expertise & Qualifications
- Insurance and reinsurance operating leadership; governance, human capital/compensation, and non-financial risk expertise highlighted in Palomar’s board biography .
- Audit literacy via Audit Committee membership; designated Audit Committee financial expert is Catriona Fallon (not Bradley) .
- Education: B.A., University of Chicago .
Equity Ownership
| Holder | Shares Held Directly | Shares Held Indirectly | Options Exercisable ≤60 days | RSUs Vesting ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|---|
| Daryl Bradley | 4,069 | — | 1,223 | 1,224 | 6,516 | <1% of 26,734,469 outstanding as of 4/1/2025 |
- Anti-hedging/anti-pledging policy applies to directors; pledging is prohibited (mitigates alignment risk) .
Governance Assessment
- Strengths:
- Independent director with deep sector expertise; chairs ERM with explicit cybersecurity and enterprise risk oversight mandate (4 meetings in 2024) .
- Active on Audit and Sustainability Committees; Board-level attendance threshold met (>75%) .
- Balanced director pay structure (cash retainer + annual RSUs with 1-year cliff vest) and strengthened alignment via 2025 director ownership guideline (5x cash retainer) and strict anti-hedging/pledging policy .
- Broader governance context: declassification starting 2027 and strong 2024 say‑on‑pay support (>94%), indicating investor confidence in comp/governance programs .
- Watch items / potential red flags:
- No director-specific disclosure of ownership guideline compliance; beneficial ownership is modest in absolute terms, though RSUs and options contribute to alignment .
- No related‑party transactions involving Bradley disclosed; board independence determination reviewed relationships and found him independent (no conflict flagged) .
Director Compensation (Detail)
| Name | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Daryl Bradley | 2024 | 119,250 | 99,964 | 219,214 |
Committee Assignments (Current)
| Committee | Role | 2024 Meetings | Key Oversight Responsibilities |
|---|---|---|---|
| Enterprise Risk Management | Chair | 4 | ERM strategy; cybersecurity; risk framework; stakeholder risk communications |
| Audit | Member | Not disclosed | Financial reporting, internal controls, related-party transactions; all members financially literate |
| Sustainability | Member | 4 | Sustainability strategy, disclosures, stakeholder engagement |
No Palomar-related person transactions involving Bradley were disclosed; a family employment relationship pertains to the CEO’s brother and is monitored under the Related Person Transactions policy .
Stockholder alignment signals: say-on-pay support >94% in 2024; director ownership guideline increased to 5x cash retainer effective 2025 .
Sources: Palomar 2025 Proxy Statement (DEF 14A) .