Jon Christianson

About Jon Christianson

Jon Christianson is President of Palomar Holdings (PLMR) and has served as President since April 2022; previously Chief Underwriting Officer (Aug 2020–Apr 2022) and Chief Operating Officer (Feb 2014–Sep 2020). He began his career at John B. Collins Associates in 2002 and later served as Vice President at Holborn Corporation (Apr 2010–Dec 2013). He holds a B.A. in Economics from St. Olaf College . PLMR’s FY2022–FY2024 fundamentals show strong multi-year growth, a backdrop to his tenure in senior operating roles: revenue grew from $330.3M to $546.5M and EBITDA from $69.9M to $154.0M, supporting above-target incentive payouts tied to Pre-Tax Adjusted Net Income metrics in 2024 . Revenues and EBITDA values are from S&P Global; see table below.

Past Roles

External Roles

Fixed Compensation

• 2024 target total compensation design (as set by the Compensation Committee):
  • Base salary $485,000; Target bonus 80% ($388,000); Target LTI $485,000; Total target comp $1,358,000 .

Summary Compensation (reported):

Performance Compensation

Annual Incentive Plan (AIP) – 2024 Design and Outcomes

• Resulting payout: with 200% on both financial components and 100% on MBOs, Jon’s AIP payout for 2024 was $696,739 (vs. $388,000 target) .

Long-Term Incentives (LTI)

2024 grants:

• Instruments: 50% PSUs, 50% RSUs (company shifted away from options in 2023; standard vesting schedules below) .
• Grant details for 2024: | Grant Date | Award Type | Threshold (#) | Target (#) | Max (#) | RSUs (#) | Grant Date Fair Value ($) | Vesting/Performance | Source | |---|---|---:|---:|---:|---:|---:|---|---| | 1/29/2024 | PSUs | 1,990 | 3,979 | 7,958 | — | 245,186 | Metrics: GWP (1-year measurement), Adjusted ROE (3-year measurement); approx. 3-year service before vesting | | | 1/29/2024 | RSUs | — | — | — | 3,979 | 245,186 | Time-based: 1/3 on each of 1st, 2nd, 3rd anniversaries | |

Vesting standards and policy:

• RSUs: one-third annually on each of the first three anniversaries of grant, subject to continued service .
• PSUs: performance against GWP (year of grant) and Adjusted ROE (3-year), plus service condition of ~3 years .
• Options (legacy): 25% after year 1, then monthly over 24 months; company ceased annual option grants in 2023, moving to 50% PSUs/50% RSUs mix .

2025 PSU framework and RTSR modifier:

• RTSR modifier: 0.80x at/below 25th percentile; 1.20x at/above 75th percentile; linear in between; capped at 200% payout .

Exercises and vesting realized in 2024:

2024 outstanding equity at year-end (Jon):

• Options: 22,937 @ $15.00 (exp. 4/16/2029); 12,875 @ $87.51 (exp. 7/30/2030); 1,291 @ $98.95 (exp. 9/8/2030); 1,778 @ $97.87 (exp. 1/27/2031); 2,455 exercisable and 79 unexercisable @ $49.53 (exp. 1/26/2032) .
• RSUs/PSUs outstanding (market value @ $104.45 on 12/31/24): 46,039 PSUs ($2,229,976); 3,048 (2022) + 7,339 (2023) + 11,020 (2024) RSUs totaling $2,236,962 market value .

Equity Ownership & Alignment

• Beneficial ownership (as of April 1, 2025): | Holder | Shares Held Directly | Options Exercisable within 60 days | RSUs Vesting within 60 days | Total Beneficially Owned | % of Shares Outstanding | Source | |---|---:|---:|---:|---:|---| | Jon Christianson | 58,038 | 23,415 | 1,020 | 82,473 | <1% (26,734,469 shares outstanding base) | |

• Stock ownership guidelines: 2025 enhancement to 6x base salary for CEO and 3x for all other executive officers; 5-year compliance window; RSUs count; PSUs don’t count until earned; options don’t count (including in-the-money options excluded effective 2024) .

• Anti-hedging/anti-pledging: Executives and directors are prohibited from hedging, pledging, short sales, and holding in margin accounts .

• Section 16 compliance: One Form 4 for Jon was filed late (Oct 9, 2024) due to administrative error related to an Oct 4, 2024 RSU vest .

Employment Terms

Employment agreements and severance framework:

• July 20, 2023 “Form Agreement” for Messrs. Uchida, Christianson, Knutzen, Hervé: upon termination without cause or for good reason, severance equals 12 months base salary, plus if employed ≥3 years a pro-rata target bonus through date of termination, and up to 12 months of COBRA reimbursements; if within 12 months post-change-in-control and equity is assumed/continued, unvested equity accelerates; includes 12-month non-solicitation .
• All employment agreements include double-trigger CIC provisions under the 2019 Plan .

Potential payments (assumed termination date 12/31/2024 and $104.45 stock price):

Notes:

• Non-compete: not disclosed; non-solicitation for 12 months .
• COBRA benefit values shown as $21,930 for Jon .

Performance & Track Record

• 2024 AIP results exceeded targets on both financial metrics (200% payout each) with MBO at target (100%), consistent with strong underwriting and investment performance per company disclosure .
• Company shifted LTI toward performance-based equity (50% PSUs/50% RSUs) and ceased annual option grants in 2023 to increase alignment with shareholder outcomes .

Company Financial Backdrop (for performance context)

Values retrieved from S&P Global

Risk Indicators & Red Flags

• Hedging/pledging: Prohibited for executives and directors (mitigates alignment risk) .
• Section 16 reporting: One late Form 4 in 2024 due to administrative error (administrative, not economic red flag) .
• Change-in-control: Double-trigger protections apply; acceleration of equity upon qualifying termination after CIC can create retention through the event but also increases parachute value .

Compensation Structure Analysis

• Increased at-risk pay: 2024 program emphasizes at-risk incentives (AIP + multi-year LTI) and pay-for-performance alignment .
• Shift from options to RSUs/PSUs in 2023 enhances performance sensitivity; options reduced/ceased as annual grants .
• AIP metrics (Pre-Tax ANI and Pre-Tax ANI ex-catastrophes) directly linked to underwriting and investing profit drivers; 2024 payouts reflect strong execution vs. plan .

Equity Ownership & Vesting Pressure Indicators

• 2024 activity: 18,000 options exercised and 7,366 shares vested; these events can create liquidity opportunities and near-term trading supply, subject to blackout and 10b5-1 compliance .
• Upcoming vesting cadence: RSUs vest 1/3 annually, and PSUs require both performance achievement and ~3-year service, smoothing overhang over time .

Investment Implications

• Alignment: Strong pay-for-performance architecture (AIP tied to Pre-Tax ANI metrics; LTI PSUs linked to Adjusted ROE and GWP with a new RTSR modifier) and strict anti-hedging/anti-pledging plus higher ownership multiples (3x salary for executives) support alignment with shareholders .
• Retention: Double-trigger CIC protection, 12-month severance and COBRA, and multi-year vesting on RSUs/PSUs suggest moderated retention risk; accelerated vesting in CIC could be value-protective but increases event-driven compensation expense .
• Execution: 2024 AIP max outcomes on core profitability metrics, alongside multi-year revenue and EBITDA growth, indicate strong operational performance under Christianson’s senior leadership tenure; continuation depends on underwriting discipline, reinsurance costs, and target attainment on Adjusted ROE and GWP . Revenues and EBITDA values are from S&P Global (see table above).

Note: Where precise data was not disclosed (e.g., non-compete terms), items are omitted. All figures and terms are cited from the 2025 Proxy Statement or specified filings.

Citations:

• 2025 Proxy Statement (DEF 14A) published April 11, 2025:
• 8-K filings: Appointment of Jon Christianson as President (Nov 4, 2021) ; executive transition context (Sep 28, 2021)