Richard Taketa

About Richard H. Taketa

Richard H. Taketa, age 53, has served as an independent director of Palomar Holdings (PLMR) since 2019 and is the Board’s Lead Independent Director. He chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee and the Investment Committee. He brings prior CEO experience in insurance services (York Risk Services Group), M&A and capital markets expertise, and holds a B.A. in Economics from Colgate University and a J.D. from Stanford Law School .

Past Roles

External Roles

Board Governance

• Roles and independence
  • Lead Independent Director; presides over executive sessions, facilitates communication with the Chair/CEO, and leads governance matters and CEO evaluation/compensation in coordination with committees .
  • Independent under Nasdaq rules; PLMR Board counts 6 of 7 as independent, including Mr. Taketa .
• Committee assignments (current)
  • Compensation Committee: Chair (independent) .
  • Nominating & Corporate Governance Committee: Member (independent) .
  • Investment Committee: Member .
• Attendance and engagement
  • In 2024, the Board held 5 meetings; each director attended >75% of Board and committee meetings held during their service period .
  • Compensation Committee held 4 meetings in 2024 (Mr. Taketa, Chair); Nominating & Corporate Governance Committee held 4 meetings; Audit Committee held 5 meetings (Mr. Taketa is not a member) .
• Shareholder engagement
  • Led PLMR’s 2024 shareholder outreach as Lead Independent Director and Compensation Committee Chair; say‑on‑pay support exceeded 94% .

Fixed Compensation

• Non‑employee director pay structure (elements):
  • Cash: annual Board retainer; committee chair cash retainers (committee member retainers discontinued effective 2025); paid quarterly .
  • Equity: annual RSU grant at the annual meeting with 1‑year cliff vesting .
  • Independent compensation consultant (Pay Governance LLC) supports annual review .
• 2024 Non‑Employee Director Compensation (Richard H. Taketa) | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | 2024 | 138,500 | 99,964 | 238,464 |

Performance Compensation

• Director equity is time‑based RSUs (1‑year cliff vesting). No performance‑conditioned director awards or options disclosed; no director‑specific performance metrics applied .

Other Directorships & Interlocks

• Current public company directorships: Veritone, Inc. (NASDAQ: VERI) .
• Additional boards/affiliations: Farmers and Merchants Bank of Long Beach; Genstar Capital Strategic Advisory Board; Hoag Hospital Foundation .
• Compensation Committee interlocks: None; no cross‑board management interlocks disclosed for PLMR’s Compensation Committee in 2024 .

Expertise & Qualifications

• Insurance industry operating leadership (former CEO) with M&A, capital markets, and investment strategy experience beneficial to PLMR’s growth .
• Governance credentials as PLMR Lead Independent Director and Compensation Committee Chair; active role in investor outreach and governance enhancements .
• Education: B.A., Economics (Colgate); J.D. (Stanford Law School) .

Equity Ownership

• Beneficial ownership as of April 1, 2025 (26,734,469 shares outstanding): | Holder | Shares Held Directly | RSUs Scheduled to Vest Within 60 Days | Total Beneficially Owned | % Ownership | |---|---:|---:|---:|---| | Richard H. Taketa | 41,787 | 1,224 | 43,011 | <1% |
• Anti‑hedging/pledging: Directors and officers are prohibited from hedging, pledging, short sales, or derivatives in PLMR stock; no margin accounts allowed .
• Director stock ownership guidelines: Effective 2025, directors must hold stock equal to 5x the annual cash retainer (5‑year compliance window; performance awards not counted until earned; options excluded) .

Governance Assessment

• Positive signals for investor confidence
  • Independent Lead Director with clear authority (exec sessions; CEO evaluation/comp) and active engagement with shareholders; 2024 say‑on‑pay received >94% support .
  • Robust guardrails: anti‑hedging/pledging policy; enhanced clawback policy (expanded triggers, no discretion) for executives; elevated stock ownership guidelines including 5x for directors effective 2025 .
  • Director pay mix balanced toward equity via annual RSUs; elimination of committee member retainers in 2025 aligns with market practice discipline .
• Committees and independence
  • Compensation Committee chaired by Mr. Taketa; entirely independent membership and use of an independent consultant; four meetings in 2024 indicates active oversight cadence .
• Conflicts/related‑party exposure
  • Related‑person transactions: Proxy discloses a familial employment relationship involving the CEO’s brother; no Item 404 related‑party transactions involving Mr. Taketa are described .
  • Other affiliations: Advisory role at Genstar Capital and directorships at Veritone and Farmers & Merchants Bank present external ties; no PLMR‑related transactions disclosed, but investors may monitor for potential future related‑party matters; Audit Committee reviews related‑party transactions under PLMR policy .
• Attendance and effectiveness
  • Board and committee attendance >75% for all directors; Board met five times; Comp and Nominating committees each met four times in 2024, supporting ongoing oversight .
• RED FLAGS
  • None disclosed regarding hedging/pledging, low attendance, director‑specific related‑party transactions, or compensation anomalies for Mr. Taketa .