Thomas Bradley
Palomar HoldingsAbout Thomas Bradley
Independent director at Palomar Holdings (PLMR); age 67; joined the Board in February 2024. Committees: Audit, Compensation, Enterprise Risk Management (ERM), and Investment. Former Executive Chairman and CEO of Argo Group; prior CFO roles at Allied World Assurance, Fair Isaac Corporation (FICO), and The St. Paul Companies; senior roles at Zurich Insurance Group. Education: B.S. in Accounting (University of Maryland) and MBA in Finance (Loyola University). Director tenure: Class I director with current term expiring at the 2026 annual meeting. Independence: Board determined he is independent under Nasdaq rules. Attendance: Board held 5 meetings in 2024; each director attended >75% of Board and committee meetings. Executive sessions: independent director-only sessions held regularly. Lead Independent Director: Richard H. Taketa.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Argo Group International Holdings (NYSE: ARGO) | Executive Chairman; Chief Executive Officer; Director; Chairman of Board | Board: Aug 2018–Nov 2023; Chairman: Apr 2020–Nov 2023 | Led strategic alternatives review culminating in sale to Brookfield in 2023 |
| Allied World Assurance Company Holdings | EVP & Chief Financial Officer | 2012–2018 | Senior finance leadership at global insurer/reinsurer |
| Fair Isaac Corporation (FICO) | EVP & Chief Financial Officer | Not disclosed | CFO of public company; data analytics and credit scoring expertise |
| The St. Paul Companies | EVP & Chief Financial Officer | Not disclosed | CFO of public insurer; capital markets oversight |
| Zurich Insurance Group | CFO, North America; CEO, Universal Underwriters Group | Not disclosed | Finance and operations leadership in large global insurer |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| Horace Mann Educators Corporation (NYSE: HMN) | Director | Since Nov 2021 | Audit Committee Chair |
| Argo Group International Holdings (NYSE: ARGO) | Director; Chairman of Board | Director since Aug 2018; Chairman Apr 2020–Nov 2023 | Board leadership; strategic alternatives and sale execution |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Bradley is independent under Nasdaq rules |
| Committees | Audit (member); Compensation (member); ERM (member); Investment (member) |
| Committee Chairs (Board-wide) | Audit: Catriona M. Fallon (Chair); Compensation: Richard H. Taketa (Chair); Nominating & Corporate Governance: Martha Notaras (Chair) |
| Board Meetings & Attendance | 5 meetings in 2024; each director attended >75% of board and committee meetings |
| Executive Sessions | Policy to regularly hold independent director-only sessions |
| Lead Independent Director | Richard H. Taketa; role includes presiding over meetings without Chair/CEO and leading governance matters |
| Risk Oversight | Audit reviews major financial risks and related party transactions; Compensation monitors comp risk; ERM addresses enterprise risk and cybersecurity; Investment oversees portfolio strategy |
Fixed Compensation
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Thomas Bradley | 95,161 | 199,962 (includes $100,000 new director RSU grant upon joining) | 295,123 |
- Program elements: annual board cash retainer; committee chair cash retainer (member retainers discontinued effective 2025); annual equity retainer in RSUs with 1-year cliff vest; RSU grant to new directors with 1-year cliff vest; reimbursement for reasonable expenses.
Performance Compensation
- No performance-based director compensation metrics disclosed (RSU grants for directors are time-based; PSUs and RTSR modifiers apply to executives, not directors).
Other Directorships & Interlocks
| External Board | Potential Interlocks/Exposure |
|---|---|
| Horace Mann (HMN) | Insurance and financial services; no related-party transactions with Palomar disclosed |
| Argo (ARGO) | Prior board/leadership until 2023; no ongoing Palomar related-party exposure disclosed |
Expertise & Qualifications
- Finance and insurance leadership: multiple CFO roles and CEO/Chair experience in public insurers/reinsurers; adds capital markets, risk, and operational depth to audit and ERM oversight.
- Audit committee readiness: Board affirms Audit Committee independence and financial literacy; Audit chaired by a financial expert (Fallon). Bradley serves as Audit member.
- Education: B.S. Accounting (University of Maryland); MBA Finance (Loyola University).
Equity Ownership
| Holder | Shares Held Directly | RSUs Vesting Within 60 Days | Total Beneficially Owned | Ownership % of 26,734,469 Outstanding |
|---|---|---|---|---|
| Thomas Bradley | 4,831 | 1,224 | 6,055 | <1% |
| Shares Outstanding Reference | — | — | — | 26,734,469 (as of Apr 1, 2025) |
- Ownership guidelines (2025 update): Directors must hold 5x annual cash retainer; 5-year window to reach compliance; includes vested/unvested time-based RSUs; excludes performance awards and options.
- Anti-hedging/anti-pledging: Company prohibits short sales, hedging, and pledging of Palomar stock.
- Pledging status: No pledging by Bradley disclosed; policy prohibits pledging.
Insider Trades
| Filing Date | Document Date | Form | Note/Type |
|---|---|---|---|
| May 27, 2025 | May 22, 2025 | Form 4 | Statement of changes in beneficial ownership (details per filing) |
| May 24, 2024 | May 23, 2024 | Form 4 | Statement of changes in beneficial ownership |
| Aug 12, 2024 | Aug 12, 2024 | Form 4 | Statement of changes in beneficial ownership |
Note: Company policy prohibits hedging/pledging; proxy indicates Section 16 compliance for 2024 except one late Form 4 for an executive (not Bradley).
Governance Assessment
- Board effectiveness: Bradley’s deep CFO/CEO background across insurers strengthens Audit and ERM oversight; multi-committee participation (Audit, Compensation, ERM, Investment) signals active engagement. Attendance thresholds met (>75% across Board/committee meetings).
- Alignment and incentives: Director pay balanced between cash and time-based RSUs; no performance-linked director equity reduces incentive-related conflict risk. Ownership policy raised to 5x retainer fosters alignment; hedging/pledging banned.
- Conflicts and related-party exposure: No Bradley-related transactions above $120,000 disclosed; related-person section identifies only CEO’s sibling employment. RED FLAG items (pledging, related-party transactions, option repricing) not present for Bradley.
- Shareholder signals: Strong say-on-pay (94% approval in 2024) and shareholder outreach suggest governance practices are viewed favorably; Compensation Committee chaired by Lead Independent Director enhances oversight.
RED FLAGS
- None disclosed specific to Bradley: no related-party transactions, no pledging/hedging, no attendance shortfalls. Board remains classified through 2026, though transitioning to annual elections beginning 2027, which mitigates entrenchment risk.