Martha Notaras
Palomar HoldingsAbout Martha Notaras
Independent director of Palomar Holdings, Inc. since February 2020; age 64. Background spans 30+ years as a strategic investor/VC in insurance and adjacent sectors, currently General Partner at Brewer Lane Ventures; prior roles include Partner at XL Innovate (early-stage insurtech investing, including Lemonade) and corporate development lead for Daily Mail’s business analytics division, plus investment banking at Merrill Lynch and commercial banking at Credit Suisse. Education: A.B. cum laude, Princeton University; M.B.A., Harvard Business School (Baker Scholar, top 5%). Committees: Chair, Nominating & Corporate Governance; Member, Compensation; Member, Enterprise Risk Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brewer Lane Ventures | General Partner | Not disclosed | Early-stage insurtech/fintech investing; board experience in private/public companies |
| XL Innovate | Partner | Not disclosed | Early-stage insurtech investments, including Lemonade’s path to IPO |
| Daily Mail (business analytics division) | Corporate Development Lead | Not disclosed | Acquired 20 companies, incl. Risk Management Solutions (RMS) |
| Merrill Lynch | Investment Banking | Not disclosed | Financial services experience |
| Credit Suisse | Commercial Banking | Not disclosed | Financial services experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ATTOM Data (Lovell Minnick portfolio co.) | Director | Not disclosed | Private company board role |
Board Governance
- Independence: Board determined Ms. Notaras is independent under Nasdaq rules; one of six independent directors on a seven-member board .
- Committees and roles: Chair, Nominating & Corporate Governance; Member, Compensation; Member, Enterprise Risk Management .
- Attendance and engagement: In 2024, the Board held five meetings; each director attended more than 75% of Board and applicable committee meetings . Compensation Committee held four meetings; Nominating & Corporate Governance Committee held four; Audit Committee held five .
- Lead independent director structure: Independent lead (Taketa) presides over executive sessions, coordinates governance matters with Nominating & Compensation Committees .
- Classified board transitioning: Directors slated to move to one-year terms starting with 2027 annual meeting .
- 2025 nomination: Notaras nominated as Class III director for a term expiring at the 2028 annual meeting .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 121,000 | 99,964 | — | 220,964 |
Notes:
- Elements of director compensation include annual board retainer (cash), committee chair cash retainer (member retainers discontinued effective 2025), and annual RSU equity retainer with 1‑year cliff vesting; reimbursement for professional development and reasonable out-of-pocket expenses .
Performance Compensation
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual Equity Retainer (RSUs) | Time-based RSUs granted at annual meeting | None disclosed for directors (no performance linkage) | 1-year cliff vesting |
- No director-specific performance metrics or PSU structures are disclosed for non-employee director compensation; RSU awards are time-based .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| ATTOM Data | Private | Director | None disclosed with Palomar; Board independence review considered relationships and found independence . |
- Compensation Committee interlocks: None; no officer service or cross-board interlocks disclosed for committee members (including Notaras) .
Expertise & Qualifications
- Strategic investor/VC with deep insurance/insurtech experience; acquisitions and corporate development track record (20 acquisitions including RMS) .
- Finance background across IB and commercial banking; broad early/growth-stage board experience in fintech, insurtech, proptech, edtech, digital media .
- Education: Princeton A.B. cum laude; Harvard Business School M.B.A., Baker Scholar .
Equity Ownership
| Holder | Shares Held Directly | Shares Held Indirectly | Options Exercisable ≤60 days | RSUs Vesting ≤60 days | Total Beneficially Owned | Ownership % |
|---|---|---|---|---|---|---|
| Martha Notaras | 5,831 | — | 1,722 | 1,224 | 8,777 | <1% of 26,734,469 shares outstanding |
- Stock ownership guidelines (enhanced 2025): Directors must hold 5x annual cash retainer; five-year compliance window; includes vested/indirect holdings and unvested time-based RSUs; excludes performance awards until earned; underwater options excluded; in-the-money options no longer counted effective January 2024 .
- No pledging/hedging by directors is referenced in the cited sections; no shares pledged by Notaras disclosed in ownership table .
Governance Assessment
- Strengths: Independent status; chairs Nominating & Corporate Governance (succession planning, board evaluation); member of Compensation (pay oversight) and ERM (risk/cyber strategy)—indicative of broad governance engagement . Board and committees active in 2024 with robust meeting cadence; attendance thresholds met .
- Alignment: Balanced director pay mix (cash + time-based RSUs) and elevated stock ownership requirements for directors (5x cash retainer) support shareholder alignment; RSUs vest annually to reinforce retention .
- Shareholder signals: 2024 say-on-pay support >94% suggests confidence in governance and pay practices; director ownership guidelines tightened in 2025 .
- Conflicts/related parties: No related party transactions disclosed involving Notaras; Board’s independence review explicitly considered relationships and affirmed independence .
- RED FLAGS: None disclosed for Notaras; no attendance shortfalls, related-party exposure, hedging/pledging, or option repricing noted in cited materials .
Implications: Notaras’ chair role in Nominating & Corporate Governance and participation on Compensation and ERM committees position her as a key contributor to board effectiveness, CEO succession planning, and risk oversight. Her venture investing background adds sector insight but requires ongoing independence monitoring; current disclosures reflect appropriate controls and no conflicts .