Tim Carter
Palomar HoldingsAbout Tim Carter
Timothy T. Carter is Palomar Holdings, Inc.’s Chief People Officer, appointed effective June 24, 2024; he is age 56 as of April 1, 2025, with a B.A. in Political Science from San Diego State University and prior service as a Captain in the United States Marine Corps . He brings 20+ years of executive leadership in human resources, operations, and sales, including a decade at LPL Financial where he led talent acquisition, total rewards, corporate real estate, learning & development, and launched LPL’s culture transformation program; prior roles include leadership positions at G4S Integrated Services, Parexel, and Home Depot . During 2024, Palomar delivered strong company performance—gross written premiums rose 35.1% to $1.5B, net income reached $117.6M, adjusted net income was $133.5M, and ROE was 19.6%—providing a constructive backdrop for executive performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LPL Financial | Senior Vice President, Human Resources (led talent acquisition, total rewards, corporate real estate; learning & development; culture) | Aug 2013–Jun 2024 | Launched LPL’s culture transformation program |
| G4S Integrated Services | Leadership roles | Not disclosed | Not disclosed |
| Parexel | Leadership roles | Not disclosed | Not disclosed |
| Home Depot | Leadership roles | Not disclosed | Not disclosed |
| United States Marine Corps | Captain | Not disclosed | Military leadership experience |
External Roles
No public company directorships or committee roles disclosed for Tim Carter in Palomar’s proxy or related 8-K filings .
Fixed Compensation
- Tim Carter’s base salary, target bonus %, and actual bonus payout were not disclosed in the 2025 proxy, which covered Named Executive Officers (NEOs) and directors and did not include Carter among NEOs for 2024 .
- Company practice: base salaries for NEOs are reviewed annually using Pay Governance benchmarking; 2025 NEO salary adjustments were made to better align with market and performance (context for executive pay philosophy) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Structure and Outcomes (Company Program)
| Metric (2024) | Weighting | Threshold ($mm) | Target ($mm) | Max ($mm) |
|---|---|---|---|---|
| Pre-Tax Adjusted Net Income (ANI) | 40% | $120.6 | $141.9 | $163.2 |
| Pre-Tax ANI Before Catastrophe Losses | 40% | $127.0 | $149.4 | $171.8 |
| Management by Objectives (MBOs) | 20% | Individual Goals | Individual Goals | Individual Goals |
| Metric | Actual Result | Payout as % of Target |
|---|---|---|
| Pre-Tax ANI ($mm) | $168.8 | 200.0% |
| Pre-Tax ANI Before Cat Losses ($mm) | $196.7 | 200.0% |
| MBOs | Target achieved | 100.0% |
| Aggregate AIP Payout (2024) | Weighted Average |
|---|---|
| Total payout as % of target | 180.0% (80% from ANI, 80% from Pre-Cat ANI, 20% from MBOs) |
Annual Incentive Plan – 2025 Targets (Company Program)
| Metric (2025) | Weighting | Threshold ($mm) | Target ($mm) | Max ($mm) |
|---|---|---|---|---|
| Pre-Tax ANI | 40% | $187.0 | $220.0 | $252.9 |
| Pre-Tax ANI Before Catastrophe Losses | 40% | $205.3 | $241.5 | $277.8 |
| Individual MBOs (incl. sustainability objectives) | 20% | Individual Goals | Individual Goals | Individual Goals |
Long-Term Incentive (LTI) Program
- Mix: 50% PSUs / 50% RSUs for executives in 2024 and maintained for 2025; 3-year vesting promotes long-term alignment .
- Effective 2025, PSUs for Section 16 officers include a ±20% RTSR modifier vs. S&P 1500 P&C Index to tighten pay-for-performance linkage to market-relative returns .
- Company ceased granting stock options effective 2023; legacy options remain outstanding but are not being granted currently (reduces near-term exercise-related selling pressure) .
Equity Ownership & Alignment
| Policy Element | Details |
|---|---|
| Anti-hedging/anti-pledging | Executives and directors are prohibited from short sales, options, hedging, pledging, margin accounts, and monetization transactions in Palomar securities . |
| Stock ownership guidelines | CEO: 6x salary; Other executives: 3x salary; Directors: 5x cash retainer (effective 2025); 5-year compliance window; counting includes vested shares, unvested time-based RSUs, ESPP; excludes PSUs until earned and underwater options . |
| Equity grant cadence | Annual grants (Q1) and monthly grants for new hires/promotions/discretionary, subject to Compensation Committee approval . |
Compliance status, beneficial ownership amounts, and pledged shares for Tim Carter were not disclosed in the 2025 proxy or related filings; the beneficial ownership table covered directors and NEOs and did not list Carter .
Employment Terms
- Appointment effective June 24, 2024; the Board noted he would enter a formal employment agreement, but Carter’s specific agreement terms were not filed in the 8-K or proxy .
- Company standard Form Agreement (used for other executives) provides: 12 months base salary severance; pro‑rata target bonus if employed ≥3 years; up to 12 months COBRA; double‑trigger CIC acceleration of unvested equity if outstanding awards are assumed/continued (non‑solicitation applies). These are informative of Palomar’s executive framework; Carter’s specific adoption was not disclosed .
- All employment agreements contain double‑trigger change‑of‑control provisions requiring termination in connection with the CIC for eligibility (company-wide policy statement) .
CEO vs. Other Executive Severance Framework (for context)
| Provision | CEO | Other Executives (Form Agreement) |
|---|---|---|
| Base salary severance | 200% of base salary upon termination without cause/for good reason | 12 months of base salary |
| Bonus severance | 200% of target bonus (12 months) | Pro‑rata target bonus if ≥3 years of service |
| COBRA | Up to 24 months | Up to 12 months |
| CIC equity acceleration | 100% acceleration of time-based equity; PSUs per award terms | Acceleration of unvested equity upon CIC + qualifying termination (if awards assumed/continued) |
| Restrictive covenants | Non‑solicitation; clawback applies to incentive compensation | Non‑solicitation; clawback applies to incentive compensation |
Equity Award Retirement Policy (adopted 2025; effective 2026)
- Qualified Retirement: age ≥58, ≥5 years of service, age+service ≥65, 6 months advance notice to the Chief People Officer, no cause issues; continued vesting for NQSOs and RSUs post‑retirement; PSUs pro‑rated for service and remain eligible based on performance; prorated annual bonus for year of retirement subject to company performance .
- This policy is a retention lever and reduces forfeiture risk for long-tenured executives while maintaining performance accountability .
Performance & Track Record
| Company Metric (FY 2024) | Value |
|---|---|
| Gross Written Premiums | $1.5B (+35.1% YoY) |
| Net Income | $117.6M |
| Adjusted Net Income | $133.5M |
| Total Loss Ratio | 26.4% |
| Combined Ratio | 78.1% |
| ROE | 19.6% |
| Adjusted ROE | 22.2% |
Say‑on‑pay approval was strong, with >94% votes in favor in 2024, and shareholder outreach reaffirmed support for maintaining the executive compensation structure in 2025 .
Compensation Structure Analysis
- Increased at‑risk pay and shift toward PSUs/RSUs: company eliminated new stock option grants effective 2023, increased share of PSUs to 50% of LTI, and added a 2025 RTSR modifier for Section 16 officers—tightening pay-performance alignment and reducing option‑related selling pressure .
- AIP metrics emphasize pre‑tax ANI and pre‑cat ANI, with MBOs including sustainability objectives—payout curve from 50% at threshold to 200% at max; 2024 results hit max on both financial metrics (180% aggregate payout) .
- Governance safeguards: robust clawback (enhanced in 2023; no “at fault” requirement), anti‑hedging/anti‑pledging, no CIC tax gross‑ups, no single‑trigger CIC payouts—mitigates misalignment and risk-taking .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited for executives and directors (reduces misalignment and leverage risk) .
- Clawback: broadened triggers, includes current/former officers, mandatory recovery where applicable (strengthens accountability) .
- Double‑trigger CIC only; no tax gross‑ups (shareholder‑friendly) .
- Insider reporting: 2024 Section 16 compliance noted with one late Form 4 for another executive due to administrative error; no issues disclosed for Tim Carter .
Equity Ownership & Alignment (Quantitative Policies)
| Element | Policy/Requirement |
|---|---|
| Ownership multiples | CEO: 6x salary; Other executive officers: 3x salary; Directors: 5x retainer |
| Counting toward compliance | Includes vested shares, unvested time‑based RSUs, ESPP purchases; excludes PSUs until earned; underwater options not counted; in‑the‑money options excluded effective 2024 |
| Trading restrictions | Blackout periods; prohibits short sales, options, hedging, pledging, margin accounts |
Compliance status and beneficial ownership for Tim Carter were not disclosed in the proxy’s ownership tables (which covered directors and NEOs only) .
Employment Terms (Summary for Tim Carter)
| Term | Status |
|---|---|
| Start date | Appointed Chief People Officer effective June 24, 2024 |
| Employment agreement | Board noted entry into a formal employment agreement; Carter‑specific terms not filed |
| Severance/CIC | Company‑wide executive agreements include double‑trigger CIC; standard severance terms disclosed for other executives (context only) |
| Non‑compete/non‑solicit | Non‑solicitation in standard agreements; Covenant obligations (incl. non‑compete/non‑solicit) referenced in Retirement Policy |
| Clawback | Applies to executive incentive compensation |
Investment Implications
- Alignment appears strong: prohibition on hedging/pledging, elevated ownership multiples (3x salary for executives), multi‑year vesting, and RTSR‑modified PSUs should align Carter’s incentives with long‑term value creation and peer‑relative performance .
- Retention risk looks well-managed: the Equity Award Retirement Policy (effective 2026) adds continued vesting upon Qualified Retirement for RSUs/NQSOs and pro‑rated PSUs—likely reducing forced turnover risk among seasoned executives; non‑solicitation covenants further protect human capital continuity .
- Limited near‑term selling pressure: elimination of new stock options since 2023 and blackout/anti‑hedging rules reduce discretionary share sales tied to option exercises; RSU/PSU cadence implies scheduled vesting rather than opportunistic selling .
- Disclosure gap: lack of Carter‑specific pay and ownership detail (salary, bonus targets, grants, holdings) limits precision in pay‑for‑performance and “skin‑in‑the‑game” analysis; monitor future proxies and 8‑Ks for his compensation and any Form 4 activity .
- Governance signal: 94% say‑on‑pay support and shareholder engagement underscore investor acceptance of Palomar’s pay design; addition of RTSR for 2025 strengthens external performance linkage—a positive for confidence in management incentives .