DEF 14A

By Internet

By Phone

By Mail

In Person

www.proxyvote.com

Call the phone number

listed on your proxy card

Follow the instructions

on your proxy card

Vote by ballot at

our Annual Meeting

DEF 14A 1 d640462ddef14a.htm DEF 14A DEF 14A

SCHEDULE 14A

(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to 240.14a-12

HCI GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☑		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

LOGO

Notice of 2022 Annual Meeting

and Proxy Statement

LOGO

April 28, 2022

Dear Fellow Shareholders:

Please join us for the HCI Group, Inc. Annual Meeting of Shareholders on Thursday, June 2, 2022, at 3:00 p.m. (Eastern time). Doors open at 2:30 p.m. We are excited to host our meeting at our new headquarters located east of downtown Tampa, at 3802 Coconut Palm Drive, Tampa, Florida 33619.

2021 was an eventful year for HCI as we continued to work toward operational separation of our TypTap Insurance Group subsidiary. The HCI Group board added four new members during the year: Karin Coleman, Eric Hoffman, Peter Politis, and Lauren Valiente. Two of our board members, James Macchiarola and Loreen Spencer, left the board to focus their efforts on the TypTap board, where they will add their valuable knowledge and experience. Compensation programs were also realigned to reflect a $100 million capital infusion from Centerbridge Partners and the strategic priorities of each of our businesses.

Our proposals this year include:

•

To elect Class B Directors,

•

To ratify the appointment of external auditors, and

•

To approve, on an advisory basis, the compensation of the named executive officers

We value input from each of our shareholders and encourage you to vote your proxy. Please read the accompanying Proxy Statement and follow the voting instructions it contains so your votes will be counted.

On behalf of the Board of Directors of HCI Group, I thank you for your investment in HCI.

Sincerely,

LOGO

Paresh Patel

Chairman of the Board

Chief Executive Officer

3802 Coconut Palm Drive

Tampa, Florida 33619

LOGO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Thursday, June 2, 2022

3 p.m. Eastern time

HCI Corporate Headquarters

3802 Coconut Palm Drive

Tampa, Florida 33619

The Annual Meeting of Shareholders of HCI Group, Inc. will be held at 3 p.m. Eastern time on Thursday, June 2, 2022 at HCI Corporate Headquarters, located at 3802 Coconut Palm Drive, Tampa, Florida 33619. Shareholders will be admitted beginning at 2:30 p.m. The principal purposes of the Annual Meeting will be to cover the following items of business:

To elect Class B directors

To ratify the appointment of Dixon Hughes Goodman, LLP, or its successor entity, as our independent registered public accounting firm for the year ending December 31, 2022

To approve, on an advisory basis, the compensation of our named executive officers

To transact such other business that may properly come before the meeting or any adjournments or postponements thereof

You may vote if you were a shareholder of record as of April 12, 2022.

Our 2021 Annual Report to Shareholders, which is not a part of this Proxy Statement, is enclosed.

It is important that your shares be represented at the Annual Meeting and voted in accordance with your instructions. Please indicate your instructions by promptly signing and dating the enclosed proxy card and mailing it in the enclosed postage-paid, pre-addressed envelope, or by following the instructions on the proxy card for telephone or internet voting.

Please note that COVID-19 health concerns may inhibit the ability of shareholders, directors, officers and others to convene and interact. Accordingly, our Annual Meeting may be shortened to focus solely on the formal agenda items described above.

By Order of the Board of Directors,

LOGO

Andrew L. Graham

Secretary and General Counsel

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1

Information About the Annual Meeting			1

Items of Business			1

How to Vote			1

Annual Meeting Rules of Conduct			2

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS			2

FINANCIAL HIGHLIGHTS			3

SHAREHOLDER ENGAGEMENT			5

GOVERNANCE HIGHLIGHTS			7

MATTER NO. 1: ELECTION OF DIRECTORS			8

Resolution and Recommendation			8

Board of Directors			9

Board Committee Memberships			9

Director Tenure			9

Board Selection Process			10

Qualifications of Board Members			11

Diversity of Skills and Experience of Directors			11

Independent Directors			12

Director Election Results			12

Biographies of Directors Standing for Election (Class B)			13

Biographies of Directors Continuing in Office			14

Director Compensation			19

Principal Shareholders			20

MATTER NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23

Resolution and Recommendation

Auditing Fees			23

Pre-Approval Policies			24

Report of the Audit Committee			24

MATTER NO. 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			25

Resolution and Recommendation

Report of the Compensation Committee			26

Compensation Discussion and Analysis			26

Pay-for-Performance Framework			26

Principal Objectives and Approach			29

2021 Company Performance			31

Elements of Executive Compensation			31

Compensation Committee Engagement with Shareholders			31

2020 Compensation Plan Review			32

Compensation Process			33

Compensation Policies Related to Risk Management			34


Executive Officers of the Company			34

2021 Executive Pay Decisions			35

Executive Compensation Benefit Plans and Other Practices			37

Compensation Tables			39

Summary Compensation Table			39

Grants of Plan-Based Awards for 2021			40

Outstanding Equity Awards at December 31, 2021			41

Option Exercises and Stock Vested in 2021			42

CEO Pay Ratio			43

CORPORATE GOVERNANCE			44

Board of Directors			44

Board of Directors Leadership Structure			44

Board Meetings			45

Committees of the Board of Directors			45

Oversight of Environmental and Social Matters			49

Access to Independent Advisors			50

Director Attendance at Annual Meeting of Shareholders			50

Board of Directors Role in Risk Oversight			50

Communicating with the Board of Directors			51

Board Observer Program			51

Director Education			51

Annual Evaluations			52

Director Share Ownership Policy			52

CEO Share Ownership Policy			52

Transactions with Related Persons			52

Adverse Interests			52

Anti-Hedging Policy			52

Code of Ethics			52

Corporate Governance Guidelines			53

Section 16(a) Beneficial Ownership Reporting Compliance			53

Shareholder Proposals for Presentation at Next Year’s Annual Meeting			53

ABOUT THE ANNUAL MEETING			54

FORWARD-LOOKING STATEMENTS			58

APPENDIX

Appendix A: Reconciliation of Non-GAAP Financial Measures			A-1

PROXY STATEMENT SUMMARY

This summary highlights information that can be found elsewhere in this Proxy Statement. It does not contain all the information that you should consider. You should read the entire Proxy Statement before voting.

Information About the Annual Meeting



Annual Meeting of Shareholders

Time/Date		3 p.m. Eastern time on Thursday, June 2, 2022

Place		HCI Corporate Headquarters, 3802 Coconut Palm Drive, Tampa, Florida 33619

Record Date		April 12, 2022

Mailing Date		We began mailing this Proxy Statement on or about May 2, 2022

Items of Business



Item	The Board’s Recommendation	Page

1) To elect Class B directors	Vote FOR All	8

2) To ratify the appointment of Dixon Hughes Goodman, LLP, or its successor entity, as our independent registered public accounting firm for the year ending December 31, 2022	Vote FOR	23

3) To approve, on an advisory basis, the compensation of our named executive officers	Vote FOR	25

We do not anticipate that any other business matters will be brought before the meeting for a vote. However, if any other matters are presented, it is the intention of the persons named in the proxy card accompanying this proxy statement to vote the proxy as recommended by the Board of Directors or, if no recommendation is given, in their own discretion using their best judgment.

How to Vote

Call the phone number listed on your proxy card or HCI’s proxy advisor, Alliance Advisors LLC, at 844-618-1694 (toll free in the United States).


HCI Group, Inc. 2022 Proxy Statement		1

PROXY STATEMENT SUMMARY

Annual Meeting Rules of Conduct

To ensure fair, orderly and constructive meetings, the Board of Directors has adopted rules of conduct for shareholder meetings, including that only shareholders of record as of the record date or their duly authorized representatives are entitled to vote or address the meeting; no one may address the meeting unless called upon by the presiding officer of the meeting; and the use of cameras, audio or video recording equipment, communications devices or similar equipment is prohibited. Individuals who violate these rules may be removed. (See “About the Annual Meeting: Are there rules of Conduct?”)

Important Notice Regarding Availability of Proxy Materials

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held on June 2, 2022

This Proxy Statement and the 2021 Annual Report to Shareholders are available at

http://www.hcigroup.com/2022proxymaterials/

Upon your written request, we will provide you with a copy of our 2021 Annual Report on Form 10-K, including exhibits, free of charge. Send your request to HCI Group, Inc., c/o Simon Rosenberg, Director – Investor Relations, 3802 Coconut Palm Drive, Tampa, Florida 33619.


2		HCI Group, Inc. 2022 Proxy Statement

PROXY STATEMENT SUMMARY

Financial Highlights

Our business performance in 2021 continued our long-term record of strong financial and operating results. Net income in 2021 was $7.2 million, or $0.21 earnings per diluted common share. We also maintained a strong balance sheet and paid $13.8 million in dividends. TypTap Insurance Company, our technology-driven insurance subsidiary, increased gross earned premium 123% compared with 2020.

Over the past decade, HCI has delivered solid results for shareholders. Our return on equity (ROE) has averaged 17% over this period, and we have reported strong levels of earnings before interest and taxes (EBIT), despite several hurricanes and storms that had a material impact on our core homeowners insurance business. The Company has been profitable in 54 of the last 57 quarters and has paid dividends in 46 consecutive quarters.

Profitable in 54 of the last 57 quarters

17%

return on equity

(10-year average)

$7.2 million net income in 2021,

or $0.21 earnings per diluted common share

$309 million returned to shareholders through dividends and share repurchases, inception through 2021

consecutive quarters of dividends

$13.8 million of dividends

paid in 2021

24% increase in book value per share, to $31.92

at December 31, 2021 from $25.82 at December 31, 2020

136% increase in gross written premium for our technology-driven insurance subsidiary, TypTap Insurance Company, in 2021 compared with 2020


HCI Group, Inc. 2022 Proxy Statement		3

PROXY STATEMENT SUMMARY

LOGO


4		HCI Group, Inc. 2022 Proxy Statement

SHAREHOLDER ENGAGEMENT

Each year we engage in robust shareholder outreach efforts. The feedback we receive is valuable and informative. Since the 2021 annual meeting, we reached out to our largest shareholders representing approximately 67% of our outstanding common shares. During the past 12 months, Board members and our Investor Relations staff spoke with 19 shareholders representing nearly 44% of the Company’s outstanding common stock. During these conversations, we heard from shareholders regarding our Board composition, corporate governance policies and executive compensation practices, as well as our policies on corporate social and environmental responsibility. Of the shareholders who declined our request for a call, many stated the reason for doing so was satisfaction with HCI’s overall approach to governance, compensation, and environmental and social matters.

LOGO


HCI Group, Inc. 2022 Proxy Statement		5

SHAREHOLDER ENGAGEMENT

LOGO


6		HCI Group, Inc. 2022 Proxy Statement

GOVERNANCE HIGHLIGHTS

We are committed to maintaining a high standard of corporate governance to support the creation of shareholder value. We have a Lead Independent Director, a Board comprised of a majority of independent directors and a director share ownership requirement. More recently, the Board established a Share Ownership Policy for the chief executive officer and created a Sustainability Committee to assist the Board in its oversight of environmental and social policies.

In February 2021, Mr. Macchiarola and Ms. Spencer resigned from the Board, in order to add their valuable knowledge and experience to the Board of TypTap Insurance Group, Inc. In 2021, we added four new members to our Board: Karin Coleman, chief operating officer of HCI Group, Inc., Eric Hoffman, a managing director of Centerbridge Partners L.P., Peter Politis, real estate lawyer and Principal at Xenia Management Corporation, and Lauren Valiente, Of Counsel at Foley & Lardner LLP.

We have a Code of Conduct to ensure that the conduct of our employees, officers and directors remains in compliance with laws, regulations and ethical principles. Employees, officers and directors are prohibited from engaging in derivative trading or hedging of our securities. We do not have a shareholder rights plan (“poison pill”).

Our executive compensation programs are designed to align the interests of our executives with those of our shareholders through a balanced mix of cash and long-term equity-based incentives that is benchmarked against our industry peers. We have a clawback policy that provides for pay reimbursement by an executive officer under appropriate circumstances.


HCI Group, Inc. 2022 Proxy Statement		7

MATTER NO. 1 ELECTION OF DIRECTORS

Three directors are to be elected at the Annual Meeting. In accordance with the Company’s articles of incorporation, the Board of Directors is divided into three classes. All directors within a class have the same three-year term of office. The class terms expire at successive annual meetings so that each year a class of directors is elected. The current terms of director classes expire in 2022 (Class B directors), 2023 (Class C directors) and 2024 (Class A directors). Each of the Class B directors elected at the 2022 Annual Meeting will be elected to serve a three-year term.

With the recommendation of the Governance and Nominating Committee, the Board of Directors has nominated the following persons to stand for election as Class B directors at the 2022 Annual Meeting of Shareholders, with terms expiring in 2025:

Paresh Patel

Gregory Politis

Lauren Valiente

Each of the nominees for election as a director has consented to serve if elected. If, as a result of circumstances not now known or foreseen, one or more of the nominees should be unavailable or unwilling to serve as a director, proxies may be voted for the election of such other persons as the Board of Directors may select. The Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve.

The persons named in the enclosed proxy card intend, unless otherwise directed, to vote such proxy “FOR” the election of Paresh Patel, Gregory Politis and Lauren Valiente as Class B directors of HCI Group, Inc. The nominees receiving the three highest “FOR” vote totals will be elected as directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF EACH OF THE

NOMINEES AS DIRECTORS OF THE COMPANY — ITEM 1 ON YOUR PROXY CARD.



21 Full Board meetings in 2021	80% of the Board contributes to gender or ethnic diversity	7 of 10 directors are independent


8		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 1 ELECTION OF DIRECTORS

Board of Directors



Director	Independent	Age	Director Since	Primary Occupation

Nominees for Election:

Paresh Patel	No	59	2007	Chairman and Chief Executive Officer, HCI Group, Inc.

Gregory Politis	Yes	70	2007	President, Xenia Management Corporation

Lauren Valiente	Yes	43	2021	Of Counsel, Foley & Lardner LLP

Continuing in Office:

Peter Politis	Yes	43	2021	Real Estate lawyer and principal at Xenia Management Corporation

Sue Watts	Yes	60	2019	President of Operations at Sapience Analytics Corporation

Wayne Burks	Yes	74	2013	Retired; Former Director and Chief Financial Officer, at Romark LC.

Jay Madhu	Yes	55	2007	President and Chief Executive Officer, Oxbridge Re Holdings Ltd.

Anthony Saravanos	No	51	2007	President, Greenleaf Capital, a subsidiary of HCI Group, Inc.

Karin Coleman	No	61	2021	Chief Operating Officer, HCI Group Inc.; President, Homeowners Choice Property & Casualty Insurance Company, a subsidiary of HCI Group Inc.

Eric Hoffman	Yes	35	2021	Managing Director at Centerbridge Partners.

Board Committee Memberships



Director	Audit	Compensation	Governance & Nominating	Sustainability

Wayne Burks	Chair

Karin Coleman				Member

Jay Madhu	Member		Member	Chair

Eric Hoffman		Member

Paresh Patel

Gregory Politis			Chair

Peter Politis		Chair	Member

Anthony Saravanos				Member

Lauren Valiente		Member

Sue Watts	Member

Director Tenure



Average tenure 7.8 years				Average age 55.5 years


HCI Group, Inc. 2022 Proxy Statement		9

MATTER NO. 1 ELECTION OF DIRECTORS

LOGO

Board Selection Process

In accordance with the Company’s articles of incorporation, the Board of Directors is divided into three classes. Each class consists of three or four directors. All directors within a class have the same three-year terms of office. The class terms expire at successive annual shareholders’ meetings so that each year one class of directors is elected at the Annual Meeting. The Board does not believe arbitrary term limits on a director’s service are appropriate, nor does it believe that directors should expect to be re-nominated upon expiration of a three-year term. Each year the Board of Directors proposes a slate of nominees for election at the Annual Meeting. Directors may be removed by shareholders at any time with or without cause

The Governance and Nominating Committee is tasked with identifying and selecting individuals believed to be qualified as candidates to serve on the Board and recommending to the Board candidates to stand for election as directors at the Annual Meeting or, if applicable, at a special meeting of the shareholders. The Governance and


10		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 1 ELECTION OF DIRECTORS

Nominating Committee identifies director candidates in numerous ways. Generally, the candidates are known to and recommended by members of the Board of Directors or management. The Governance and Nominating Committee also considers director candidates recommended by shareholders. Shareholders may submit recommendations for Board nominees directly to the Board or at the Annual Meeting of Shareholders. See page 51 for information on submitting director nominations to the Board. A shareholder wishing to nominate an individual for election to the Board of Directors at the Annual Meeting rather than recommend a candidate to the Governance and Nominating Committee must comply with the advance notice requirements set forth in the Company’s bylaws, a copy of which can be found on the Company’s website, www.hcigroup.com, by selecting the “Investor Information” tab followed by “Corporate Governance.”

Qualifications of Board Members

In selecting individuals for Board membership, the Board of Directors considers a variety of attributes, criteria and factors, including experience, skills, expertise, diversity, personal and professional integrity, character, temperament, business judgment, time availability, dedication and conflicts of interest. At a minimum, director candidates must be at least 18 years of age, have sufficient time to devote to their Board duties and have such business, financial, technological or legal experience or education to enable them to make informed decisions on behalf of the Company. A majority of the Board members must be independent, as determined by the Board of Directors, in accordance with the listing standards of the New York Stock Exchange. In general, the Board affirmatively determines whether a director has any direct or indirect material relationship with the Company. All members of the Audit Committee, Compensation Committee, and Governance and Nominating Committee must be independent, with members of the Audit Committee and the Compensation Committee meeting higher levels of independence as required by the rules of the Securities and Exchange Commission. Members of the Audit Committee must be financially literate as determined by the Board and at least one member must be an Audit Committee Financial Expert as described in the rules of the U.S. Securities and Exchange Commission.

Diversity of Skills and Experience of Directors

Experience

& Expertise

Operations
Management
Experience

Gender/
Ethnic
Diversity

CEO
Leadership

Industry
Background*

Public
Company
Board
Service

Financial
Experience

Paresh Patel

✓

Anthony Saravanos

✓

Karin Coleman

✓

Wayne Burks

✓

Jay Madhu

✓

Gregory Politis

✓

Eric Hoffman

✓

Sue Watts

✓

Lauren Valiente

✓

Peter Politis

✓

*Includes experience in the areas of insurance, technology and real estate.


HCI Group, Inc. 2022 Proxy Statement		11

MATTER NO. 1 ELECTION OF DIRECTORS

Diversity and Board Tenure

We believe that a variety of perspectives, opinions and backgrounds among Board members is important to the Board’s ability to perform its duties. Our Board is diverse in terms of gender, ethnicity, culture, education and business backgrounds.

Board tenure diversity is also important, as we seek to achieve an appropriate balance of years of service among Board members. Our senior directors have deep knowledge of our Company and business operations, while new directors provide fresh perspectives. Our current Board of Directors has an average tenure of 7.8 years.

Arrangements as to Selection and Nomination of Directors

We are not aware of any arrangements as to the selection and nomination of directors.

Independent Directors

Based upon recommendations of our Governance and Nominating Committee, the Board of Directors has determined that current directors Gregory Politis, Wayne Burks, Eric Hoffman, Jay Madhu, Sue Watts, Lauren Valiente, and Peter Politis are “independent directors” meeting the independence tests set forth in Section 303A.02 of the New York Stock Exchange Listing Manual, including having no material relationship with the Company either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. In the case of Mr. Hoffman, the Board considered his role as a Managing Director of Centerbridge Partners, which invested $100 million in the Company’s subsidiary, TypTap Insurance Group, and by agreement is entitled to appoint one director to the Company’s Board. In the case of Gregory Politis and Peter Politis, the Board considered their father-son relationship. Finally, in the case of Lauren Valiente, the Board considered her Of Counsel relationship with Foley & Lardner LLP, which provides legal services to the Company. Ms. Valiente provides no legal services to the Company. She is not a partner of the firm. She does not participate in profits at the firm or the fees derived from the Company. The fees Foley & Lardner derives from the Company are a small fraction of the firm’s annual revenues.

Director Election Results

At our 2021 Annual Meeting of Shareholders, Karin Coleman, Eric Hoffman and Sue Watts were re-elected to the Board with vote totals detailed below.


	2021
Director Nominee	For			Withheld

Karin Coleman		94.4	%		5.6	%

Eric Hoffman		98.1	%		1.9	%

Sue Watts		97.2	%		2.8	%


12		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 1 ELECTION OF DIRECTORS

Biographies of Directors Standing for Election (Class B)



Paresh Patel

*Paresh Patel, age 59, is a founder of the Company and currently serves as its chairman of the Board of Directors and Chief Executive Officer. He has been a director of the Company since its inception and has served as the Chairman of our Board of Directors since May 2007. He has served as Chief Executive Officer since 2011. In addition, Mr. Patel is Chief Executive Officer and Chairman of the Board of TypTap Insurance Group, Inc., our majority owned subsidiary formed in 2020 and the parent company of TypTap Insurance Company, a technology driven insurance company formed in January 2016, and Exzeo USA, Inc., an insurtech software development company formed in 2012. Mr. Patel has broad experience in technology and finance. He developed the Company’s initial policy administration systems and continues to oversee the Company’s insuretech software development. From 2011 to 2015, Mr. Patel served as Chairman of the Board of BayFirst Financial Corp. (formerly First Home Bancorp, Inc.), a bank holding company in St. Petersburg, Florida, and, from 2014 to December 31, 2017, served as Chairman of the Board of Directors of Oxbridge Re Holdings Limited, a Nasdaq listed Cayman Islands reinsurance holding company. He is a founder of NorthStar Bank in Tampa, Florida and from 2006 to 2010 served on the board of directors of its parent company, NorthStar Banking Corporation. Mr. Patel holds a bachelor and a master degree in electronic engineering from the University of Cambridge in the United Kingdom. Skills/Qualifications:* Mr. Patel brings to the Board of Directors considerable experience in business, insurance, management, systems and technology, and because of those experiences and his education, he possesses knowledge and analytical and technology skills that are important to the operations of the Company, the oversight of its performance and the evaluation of its future growth opportunities. Furthermore, his performance as chief executive officer has indicated an in-depth understanding of the Company’s insurance business. He is a founder of the Company and has a substantial personal investment in the Company.				Chairman of the Board and Chief Executive Officer



Gregory Politis

*Gregory Politis, age 70, is a founder of the Company and has been a director since its inception. He has served also as the Board’s Lead Independent Director since 2017. Mr. Politis has been in the real estate business since 1974 and is President of Xenia Management Corporation, a real estate portfolio management company he established in 1988. Mr. Politis has interests in more than 50 real estate developments in the Miami-Dade County, Orlando and Greater Tampa Bay areas as well as in Montreal, Canada. Xenia Management Corporation is not affiliated with HCI Group, Inc. During his career, Mr. Politis has developed and retained ownership of retail, office and industrial spaces, with a primary focus on buildings housing federal and state government agencies. He is a founding member of the Hellenic American Board of Entrepreneurs and a recipient of the Building Owners and Managers Association (BOMA) Building of the Year Award. Mr. Politis has served as a director of NorthStar Bank and Florida Bank, both in Tampa, Florida. Gregory Politis is the father of Director Peter Politis. Skills/Qualifications:* Mr. Politis brings considerable business, management and real estate experience to the Board of Directors. His business and management experience enhances his oversight of the Company’s business performance, as he has a fundamental understanding of business operations. Moreover, real estate experience has become increasingly important to the Company as it considers and makes significant real estate investments. Additionally, Mr. Politis has a substantial personal investment in the Company.				Independent Committees: - Governance & Nominating (Chair) Other Public Company Boards: - None


HCI Group, Inc. 2022 Proxy Statement		13

MATTER NO. 1 ELECTION OF DIRECTORS



Lauren Valiente

*Lauren Valiente, age 43, joined our Board of Directors on June 21, 2021, after participating in our Board Observer Program from October 2019 to September 2020. Since 2006, Ms. Valiente has practiced law in Tampa, Florida with Foley & Lardner LLP, a large international law firm founded in 1842 and headquartered in Milwaukee, Wisconsin, where she currently holds the title Of Counsel. Her practice focuses on representing public companies and their officers and directors, audit firms and their partners, and private entities and individuals in investigations and proceedings involving the Securities and Exchange Commission, the Department of Justice, the Public Company Accounting Oversight Board, the Financial Industry Regulatory Authority, and other government and non-government agencies. Her clients have included several health insurance companies. From 2007 to 2019, Ms. Valiente served on the University of South Florida Latin Community Advisory Committee, which advises the university’s president on issues affecting Latino students and works to support the university’s Latino Scholarship Program. She served as chair of the committee from 2018 to 2019. Since 2017, Ms. Valiente has served on the Board of Directors of the Greater Tampa Chamber of Commerce (doing business as Tampa Bay Chamber) and currently serves on its Executive Committee. Since 2015, Ms. Valiente has served on the Board of Directors of Stageworks Theatre, Tampa’s longest running professional theatre company, and served as President from 2019 to 2020. Ms. Valiente earned a Bachelor of Arts degree, with honors, from Harvard University in 2000 and a Juris Doctor degree, magna cum laude, from the University of Florida, Levin College of Law in 2006. Skills/Qualifications:* Ms. Valiente brings considerable experience, knowledge and education to our Board, particularly in matters involving regulation of publicly held companies and insurance companies. She will enhance the Board’s oversight of the Company’s compliance with various laws, rules and regulations.				Independent Committees: - Compensation Other Public Company Boards: - None

Biographies of Directors Continuing in Office

Directors whose present terms continue until 2023 (Class C)



Wayne Burks

*Wayne Burks, age 74, has been a director of our Company since June 2013. From October 2019 to June 2021, Mr. Burks served as a director and chair of the Audit Committee for Romark LC, which is a vertically integrated multinational biopharmaceutical company, headquartered in Tampa, Florida. From 2016 until his retirement in July 2019, he served as Romark’s vice president and chief financial officer. From April 2012 to June 2016, he served as a director and the chief financial officer for WRB Enterprises, Inc., a Tampa, Florida based holding company with investments in Caribbean electric utilities, renewable energy development, cable television, real estate and financial institutions. From July 2010 to April 2012, he was a principal of Sterling Financial Consulting where he provided financial and operational consulting services for privately held and pre-initial public offering stage companies. From December 2008 to June 2010, Mr. Burks served as chief financial officer of Prepared Holdings, LLC, a Florida based insurance holding company. Mr. Burks is a certified public accountant. He is a former audit partner of Coopers & Lybrand, where he performed auditing services for approximately 23 years. None of the foregoing companies is an affiliate of HCI Group, Inc. Mr. Burks earned a Bachelor of Science degree in Accounting and Business Administration at Troy University in Alabama. Skills/Qualifications:* Mr. Burks brings considerable business, accounting and financial experience to the Board of Directors. We believe his knowledge and experience as the chief financial officer of a homeowners’ insurance company and as an auditor and his ability to analyze financial information enhances the board’s oversight of the Company’s business operations, its financial disclosure, its external auditors and the effectiveness of our internal controls. Mr. Burks serves as chairman of the company’s audit committee and has been identified by the board of directors as an audit committee financial expert.				Independent Committees: - Audit (Chair) Other Public Company Boards: - None


14		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 1 ELECTION OF DIRECTORS



Jay Madhu

Jay Madhu, age 55, has been a director of our Company since May 2007. From 2008 to 2013, Mr. Madhu served as President of our Real Estate Division and, from 2011 to 2013, he served as our Vice President of Marketing and Investor Relations. Since 2013, Mr. Madhu has been President and Chief Executive Officer of Oxbridge Re Holdings Limited (NASDAQ: OXBR), a Nasdaq-listed reinsurance holding company based in the Cayman Islands and he has served as Oxbridge Re’s Chairman of the Board of Directors since March 2018. Since April 2021, Mr. Madhu has served as Chairman of the Board, Chief Executive Officer and President of Oxbridge Acquisition Corp. (NASDAQ:OXAC), a Nasdaq-listed blank check company based in the Cayman Islands. From 2012 to 2014, he served on the Board of Directors for Wheeler Real Estate Investment Trust, Inc., (NASDAQ: WHLR), a Nasdaq-listed real estate investment trust. During 2013, Mr. Madhu served as a director of First Home Bank in Seminole, Florida. As an owner and manager of commercial properties, Mr. Madhu has been President of 5th Avenue Group LC since 2002 and President of Forrest Terrace LC since 1999. He has also been President of The Mortgage Corporation Network (correspondent lenders) since 1996. Prior to that, Mr. Madhu was Vice President, Mortgage Division at First Trust Mortgage & Finance from 1994 to 1996; Vice President, Residential First Mortgage Division at Continental Management Associates Limited, Inc. from 1993 to 1994; and President at S&S Development, Inc. from 1991 to 1993. None of the foregoing companies is an affiliate of HCI Group, Inc. He attended Northwest Missouri State University where he studied marketing and management. Skills/Qualifications: Mr. Madhu brings considerable business, marketing, real estate and mortgage finance experience to the Board of Directors. Real estate experience has become increasingly important to the Company as it considers and makes significant real estate investments. Additionally, Mr. Madhu has a substantial personal investment in the Company.				Committees: - Sustainability (Chair) - Audit - Governance & Nominating Other Public Company Boards: - Oxbridge Re Holdings Ltd. - Oxbridge Acquisition Group


HCI Group, Inc. 2022 Proxy Statement		15

MATTER NO. 1 ELECTION OF DIRECTORS



Anthony Saravanos

Anthony Saravanos, age 51, has been a director of the Company since May 2007 and President of Greenleaf Capital, LLC, our real estate division, since 2013. Since 2015, Mr. Saravanos has served as Chairman of the Board of BayFirst Financial Corp. (NASDAQ: BAFN) (formerly First Home Bancorp, Inc.), a Nasdaq listed bank holding company headquartered in St. Petersburg, Florida and the parent company of First Home Bank, which provides mortgage loans and Small Business Administration loans nationwide. Mr. Saravanos has served as a director of First Home Bank since 2011. Since 2001, he has been the managing partner of several commercial property entities with a combined total of 13 properties in Florida and New York. From 2005 to 2013, Mr. Saravanos served as vice president of The Boardwalk Company, a full-service commercial real estate company, located in Palm Harbor, Florida. From 1997 to 2001, he served as district manager, marketing and sales, for DaimlerChrysler Motors Corporation, Malvern, Pennsylvania. Mr. Saravanos graduated from Ursinus College, Collegeville, Pennsylvania, with a double major in Economics and Spanish. He earned a master’s degree in Business Administration with an emphasis in marketing from Villanova University, where he was inducted into the Beta Gama Sigma Honor Society. Mr. Saravanos also attended Quanaouac Institute, Cuernavaca, Mexico, for intensive Spanish studies and a cultural immersion program. A licensed real estate broker, Mr. Saravanos is a Certified Commercial Investment Member as well as a Certified Development Design and Construction Professional. He was named #1 Top Producer for 2010 by the Florida Gulfcoast Commercial Association of Realtors in the General Brokerage Category. From 2013 to 2020, Mr. Saravanos served as Vice President of Greek Children’s Fund of Florida. From 2018 to 2020, Mr. Saravanos served as a Trustee on the Johns Hopkins Hospital All Children’s Foundation board of directors. Skills/Qualifications: Mr. Saravanos brings considerable business, management, finance, marketing and real estate experience and knowledge to the Board of Directors. Real estate experience has become increasingly important to the company as it makes and considers significant real estate investments. As a district manager for DaimlerChrysler Motors Corporation he was required to read, understand and analyze financial information. His ability to analyze financial information is considered of importance in enhancing oversight of the Company’s performance, monitoring its financial disclosure, and evaluating growth opportunities. Important also, Mr. Saravanos has a substantial personal investment in the Company and he played a large role in bringing initial investors to the Company.				Director; President of Real Estate Division Committees: - Sustainability Other Public Company Boards: - First Home Bank



Peter Politis

Peter Politis, age 43, joined our Board of Directors on June 21, 2021. Mr. Politis is a lawyer. He is the founder of and since 2007 has practiced law under Politis P.A., a boutique law firm located in Clearwater, Florida that focuses on real property acquisitions and financing, construction law, commercial leasing and choice of entity. He is also principal of Xenia Management Company, a real estate development, management and services company located in Clearwater, Florida that owns or manages over 45 properties in the United States, Canada and Greece. Since 2000, he has served in various capacities at Xenia, including as Vice president and General Counsel. Mr. Politis earned a Bachelor of Science degree with a major in Finance and a minor in Economics at the University of Florida in 2001. In addition, he earned a Master of Arts in International Business there in 2002. He earned a Juris Doctor at the University of Miami School of Law in 2004. Peter Politis is the son of Director Gregory Politis. Skills/Qualifications: Mr. Politis brings considerable business, management, legal, and real estate knowledge, education and experience to the Board of Directors. His business and management experience enhances the board’s oversight of the Company’s business performance, as he has a fundamental understanding of business operations. Moreover, experience in handling legal, financing and business aspects of real estate transactions has become increasingly important to the Company as it considers and makes significant real estate investments.				Independent Committees: - Compensation (Chair) - Governance & Nominating Other Public Company Boards: - None


16		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 1 ELECTION OF DIRECTORS

Directors whose present terms continue until 2024 (Class A)



Karin Coleman

*Karin Coleman, age 61, has served as a director and the Chief Operating Officer of the Company since February 2021 and since 2019 as President of our insurance subsidiary, Homeowners Choice Property & Casualty Insurance Company. Ms. Coleman joined the Company in 2009 as Vice President of Corporate Services, overseeing strategic initiatives, human resources, regulatory and legislative affairs, vendor management and community relations. She gained the title Executive Vice President in December of 2017. Before joining HCI, Ms. Coleman served nine years as Vice President of Strategic Alliances of Take Stock in Children, located in Miami, Florida, the state’s largest public-private partnership providing college access and assistance to at-risk children. Before that, she served in various corporate roles over 13 years at Florida Progress Corporation (NYSE: FPC), a Fortune 500 diversified holding company operating electric, energy, and energy transportation companies, now part of Duke Energy. Ms. Coleman holds a Bachelor of Arts degree in International Studies from the University of South Florida and is a Certified Senior Professional in Human Resources. Skills/Qualifications:* Mrs. Coleman brings considerable business, marketing, legislative and human resources experience to the Board of Directors. Her knowledge and management experience enhances her oversight of the Company’s business performance, as she has an essential understanding of business operations.				Chief Operating Officer President of HCPCI Committees: - Sustainability



Eric Hoffman

*Eric Hoffman,* age 35, has been a member of our Board of Directors and the Board of Directors of our subsidiary, TypTap Insurance Group, Inc., since February 26, 2021. Mr. Hoffman was appointed to the Board pursuant a 2021 agreement with Centerbridge Partners, L.P., a New York City-based private investment firm. Under that agreement, among other things, Centerbridge made a substantial investment in TypTap Insurance Group, Inc. Since 2010, Mr. Hoffman has served in various capacities at Centerbridge, including currently as a Managing Director. From 2008 to 2010, he served as an Analyst for The Blackstone Group, a New York Stock Exchange listed investment firm. Mr. Hoffman serves on the boards of several other organizations unaffiliated with HCI, including, since 2021, as a director of Martello Re, a life and annuity reinsurance company based in Bermuda, since 2021, as a director of Forbright, Inc., a bank holding company based in Maryland, and since 2014, as a director of Beginning with Children Foundation, an education-focused not-for-profit organization. Previously Mr. Hoffman served, from 2018 to 2021, as a director of Amedeo Capital Limited, a private worldwide financier and manager of aircraft leasing transactions; from 2013 to 2021, as a director for Voyager Aviation Holdings, LLC, a privately held, Ireland-based global aviation investment firm; from 2019 to 2020, as a board observer at Root Inc., a mobile-app based auto insurance company, and, from 2015 to 2017, as a board member of Pocahontas Parkway, LLC, a transportation concession in Virginia. Mr. Hoffman graduated summa cum laude with a Bachelor of Science in Economics (concentration in finance and insurance) from the Wharton School at the University of Pennsylvania. Skills/Qualifications: Mr. Hoffman brings considerable experience, knowledge and education to our Board. In his current position at Centerbridge, he focuses primarily on investments in the financial services sector. His investment experience encompasses financial institutions, insurance and specialty finance companies. In earning his degree from the Wharton School, he concentrated in finance and insurance. His skills at reading and analyzing financial information, and his knowledge of insurance and finance will enhance board oversight of the Company’s performance and monitoring its financial disclosure and be particularly valuable when the Company considers financial transactions and business acquisitions.				Independent Committees: - Compensation Other Public Company Boards: - Congressional Bancshares, Inc.


HCI Group, Inc. 2022 Proxy Statement		17

MATTER NO. 1 ELECTION OF DIRECTORS



Sue Watts

*Sue Watts, age 60, joined our Board of Directors in April 2019 after participating in our Board Observer Program. Since December 2021, Ms. Watts has served as President of Operations at Sapience Analytics Corporation, an advanced workforce analytics firm headquartered in Plano, Texas. From 2017 to 2021, she served as an Executive Vice President for Capgemini SE (EPA: CAP), a global technology services and digital transformation consulting firm. From 2014 through 2017, she served as Chief Operating Officer & Corporate Officer of Business Process Outsourcing for Xerox Corporation (NYSE: XRX). From 2010 through 2015, she served as Corporate Vice President of Application Services and as Chief Executive Officer of Americas Outsourcing for Capgemini. From 2009 through 2010, she served as Vice President of Americas Global Service for Orange Business Services, a global information technology and communications services provider. From 1985 through 2009, she served in many roles at Unisys Corporation (NYSE: UIS). Ms. Watts earned her Bachelor of Science in Business from Indiana University and her Master of Business Administration from the University of Notre Dame with a concentration in Finance. Skills/Qualifications:* Ms. Watts brings to our Board of Directors more than three decades of experience in business operations, information technology and leadership. We believe her knowledge and experience enhance the Board’s oversight of our management, our business operations and the development and application of our technology.				Independent Committees: - Audit Other Public Company Boards: - None


18		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 1 ELECTION OF DIRECTORS

Director Compensation

Directors who are employees of the Company do not receive any additional compensation for their service as directors. During 2019, the Compensation Committee reviewed and redesigned the compensation program for non-employee directors with the assistance of Pearl Meyer, a leading compensation firm, and input from our shareholders. The plan established in September 2019 provides better alignment with shareholder interests and market practice while placing overall compensation at the 50% percentile of the Company’s insurance industry peers. During 2021, each non-employee director received a cash payment of $25,000 per quarter and an annual stock award equivalent to $25,000. Currently, each non-employee director receives a cash payment of $25,000 per quarter and an annual stock award of 500 shares. Mr. Hoffman has waived his director compensation.

The following table sets forth information with respect to compensation earned by each of our directors (other than employee directors) during the year ended December 31, 2021.


Name	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non- qualified Deferred Compensation Earnings	All Other Compensation⁽³⁾		Total
Wayne Burks	$	100,000	$	24,658	—	—	—	$	631	$	125,289
Eric Hoffman⁽⁴⁾		—		—	—	—	—		—		—
James Macchiarola⁽⁵⁾	$	50,000		—	—	—	—	$	419	$	50,419
Jay Madhu	$	100,000	$	24,658	—	—	—	$	631	$	125,289
Gregory Politis	$	100,000	$	24,658	—	—	—	$	631	$	125,289
Peter Politis⁽⁶⁾	$	27,778	$	24,658	—	—	—	$	212	$	52,648
Loreen Spencer⁽⁵⁾	$	50,000		—	—	—	—	$	419	$	50,419
Lauren Valiente⁽⁶⁾	$	27,778	$	24,658	—	—	—	$	212	$	52,648
Sue Watts	$	100,000	$	24,658	—	—	—	$	631	$	125,289

⁽¹⁾	Each director received a cash payment of $25,000 for service during each quarter or portion thereof that he or she served as a director, which includes attendance at Board and committee meetings held during 2021.

⁽²⁾

In accordance with SEC reporting requirements, the amounts reported in this column represent the grant-date fair value of the entire award and were calculated utilizing the fair value recognition provisions of Accounting Standards Codification Topic 718 – “Compensation – Stock Compensation,” which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors, including stock options and restricted stock issuances, based on estimated fair values. The assumptions used in calculating this amount are discussed in Note 22 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 10, 2022. The stock awards in this column are restricted stock grants which include only service conditions. The amounts reported in this column are based on the market value of the Company’s stock on the grant date. On July 7, 2021, each of the non-employee directors received a restricted stock grant of 265 shares. The restricted shares will vest on May 24, 2022.

⁽³⁾	All Other Compensation represents dividends paid on unvested restricted shares.

⁽⁴⁾	Eric Hoffman was appointed to the HCI Group, Inc. Board of Directors on February 26, 2021 and he waives any compensation from HCI Group, Inc. for serving on the Board of Directors.

⁽⁵⁾	James Macchiarola and Loreen Spencer transferred to the Board of Directors of TypTap Insurance Group, Inc. in February 2021.

⁽⁶⁾	Peter Politis and Lauren Valiente were appointed to the HCI Group, Inc. Board of Directors on June 21, 2021.


HCI Group, Inc. 2022 Proxy Statement		19

MATTER NO. 1 ELECTION OF DIRECTORS

The aggregate number of stock awards outstanding for each non-employee director as of December 31, 2021 was as follows:


Name	Number of Options	Number of Restricted Shares

Wayne Burks	—	265⁽¹⁾

Eric Hoffman	—	—

Jay Madhu	—	265⁽¹⁾

Gregory Politis	—	265⁽¹⁾

Peter Politis	—	265⁽¹⁾

Lauren Valiente	—	265⁽¹⁾

Sue Watts	—	265⁽¹⁾

⁽¹⁾	On July 7, 2021, each of the non-employee directors received a restricted stock grant of 265 shares. The restricted shares will vest on May 24, 2022.

Principal Shareholders

The following table sets forth information regarding the beneficial ownership of our common stock as of April 12, 2022 by:

•

Each person who is known by us to beneficially own more than 5% of our outstanding common stock

•

Each of our directors and named executive officers

•

All directors and named executive officers as a group


20		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 1 ELECTION OF DIRECTORS

The number and percentage of shares beneficially owned are based on 10,125,318 common shares outstanding as of April 12, 2022. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, which generally require that the individual have voting or investment power with respect to the shares. In computing the number of shares beneficially owned by an individual listed below and the percentage ownership of that individual, shares underlying options, warrants and convertible securities held by each individual that are exercisable or convertible within 60 days of April 12, 2022, are deemed owned and outstanding, but are not deemed outstanding for computing the percentage ownership of any other individual. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all individuals listed have sole voting and investment power for all shares shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the address for each principal shareholder is HCI Group, Inc., 3802 Coconut Palm Drive, Tampa, Florida 33619.


	Beneficially owned
Name and Address of Beneficial Owner	Number of Shares		Percent

Blackrock, Inc.⁽¹⁾		1,162,454		11.48	%

Park West Asset Management LLC⁽²⁾		618,158		6.11	%

The Vanguard Group, Inc.⁽³⁾		537,642		5.31	%

Centerbridge Partners LP⁽⁴⁾		738,750		6.80	%

*Executive Officers and Directors*

Wayne Burks⁽⁵⁾		6,132		*

Karin Coleman⁽⁶⁾		96,654		*

Andrew L. Graham⁽⁷⁾		110,749		1.09	%

Mark Harmsworth⁽⁸⁾		100,935		1.00	%

Eric Hoffman		0		*

Jay Madhu⁽⁹⁾		87,558		*

Paresh Patel⁽¹⁰⁾		1,194,000		11.39	%

Gregory Politis⁽¹¹⁾		409,382		4.04	%

Peter Politis⁽¹²⁾		5,265		*

Anthony Saravanos⁽¹³⁾		204,413		2.02	%

Lauren Valiente⁽¹⁴⁾		265		*

Susan Watts⁽¹⁵⁾		4,690		*

All Executive Officers and Directors as a Group (12 individuals)		2,220,043		21.51	%

*	Less than 1.0%.

⁽¹⁾	This information is based on Schedule 13G/A filed with the Securities and Exchange Commission on January 27, 2022 by Blackrock, Inc., 55 East 52^nd Street, New York, New York 10055.

⁽²⁾	This information is based on Schedule 13G/A filed with the Securities and Exchange Commission on January 24, 2022 by Park West Asset Management LLC, 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.

⁽³⁾	This information is based on Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2022 by The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

⁽⁴⁾	This information is based on Schedule 13D filed with the Securities and Exchange Commission on March 8, 2021 by Centerbridge Partners L.P., 375 Park Avenue, 11^th Floor, New York, NY 10152.

⁽⁵⁾	Includes 265 restricted shares.

⁽⁶⁾	Includes 75,500 restricted shares.

⁽⁷⁾	Includes 3,315 shares held in Mr. Graham’s individual retirement account and 75,500 restricted shares. Of total shares held, 31,407 are pledged as security.

⁽⁸⁾	Includes 75,500 restricted shares.

⁽⁹⁾

Includes 75,000 shares held by Universal Finance & Investments, LLC, voting and investment power over which is held by Mr. Madhu; 2,803 shares held in Mr. Madhu’s individual retirement account; 265 restricted shares; and 267 shares held by Mr. Madhu’s son. Of the shares held, 73,880 are pledged as security.


HCI Group, Inc. 2022 Proxy Statement		21

MATTER NO. 1 ELECTION OF DIRECTORS

⁽¹⁰⁾

Includes 447,000 shares held by Paresh & Neha Patel; 36,500 shares held in Mr. Patel’s individual retirement account; 357,500 shares issuable pursuant to options that are currently exercisable or become exercisable within 60 days; and 50,000 restricted shares. Excludes 82,500 shares issuable pursuant to options that are not currently exercisable or become exercisable within 60 days.

⁽¹¹⁾	Includes 200,000 shares held by Gregory & Rena Politis and 265 restricted shares. Of total shares held, 196,000 are pledged as security.

⁽¹²⁾	Includes 265 restricted shares.

⁽¹³⁾

Includes 80,000 shares held by HC Investment LLC, voting and investment power over which is held by Mr. Saravanos; 1,200 shares held by Anthony & Maria Saravanos as custodian for their son, Kostos Anthony Saravanos; 1,200 shares held by Mr. Saravanos as custodian for his nephew, Nolan Tuite; 140 shares held in Mr. Saravanos’s individual retirement account and 75,500 restricted shares. Of the total shares held, 42,500 are pledged as security.

⁽¹⁴⁾	Includes 265 restricted shares.

⁽¹⁵⁾	Includes 265 restricted shares.


22		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company’s Audit Committee has appointed Dixon Hughes Goodman, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. Dixon Hughes Goodman has announced its intent to merge with BKD LLP effective June 1, 2022, and as such we intend to appoint the newly merged firm as our independent registered public accounting firm for the year ending December 31, 2022. Shareholders will be asked to ratify the Audit Committee’s appointment at the Annual Meeting. Regardless of the outcome of this vote, the Audit Committee will retain the sole authority to appoint the Company’s independent registered public accounting firm. If the appointment is not ratified, then the Audit Committee will reconsider its appointment. Even if the appointment is ratified, the Audit Committee may appoint a different independent registered public accounting firm for the Company.

Representatives from Dixon Hughes Goodman or its successor entity are expected to be present at the Annual Meeting. They will have an opportunity to make a statement and will be available to respond to appropriate questions. However, COVID-19 concerns could limit their availability.

The persons named in the enclosed proxy card intend, unless otherwise directed, to vote such proxy “FOR” ratification of the appointment of Dixon Hughes Goodman, or its successor entity, as the Company’s independent registered public accounting firm. This proposal will be approved if the number of votes for the proposal exceeds the number of votes against the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF

DIXON HUGHES GOODMAN, LLP, OR ITS SUCCESSOR ENTITY, AS THE COMPANY’S

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM — ITEM 2 ON YOUR PROXY CARD.

Auditing Fees

The following table sets forth the aggregate fees for services provided by Dixon Hughes Goodman, LLP, our principal accountant, related to the years ended December 31, 2021 and 2020:



	2021		2020

Audit Fees⁽¹⁾	$	540,000	$	453,945

All Other Fees⁽²⁾	$	182,161	$	98,500

Total	$	722,161	$	552,445

⁽¹⁾	Audit Fees represent fees billed for professional services rendered for the audit of our annual financial statements, review of our quarterly financial statements included in our quarterly reports on Form 10-Q, and audit services provided in connection with other statutory and regulatory filings.

⁽²⁾	All Other Fees represent fees billed for services provided to us not otherwise included in the category above.


HCI Group, Inc. 2022 Proxy Statement		23

MATTER NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Pre-Approval Policies

All auditing and non-auditing services are pre-approved by the Audit Committee. The Audit Committee delegates this authority to the Chair of the Audit Committee for situations when pre-approval by the full Audit Committee is not convenient. Any decisions made by the Chair of the Audit Committee must be disclosed at the next Audit Committee meeting.

Report of the Audit Committee

To the Board of Directors of HCI Group, Inc.

The Audit Committee oversees the financial reporting processes of HCI Group, Inc. on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee has reviewed the audited financial statements in the Annual Report with management and discussed with management the quality, in addition to the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee has reviewed with representatives of Dixon Hughes Goodman, LLP, the Company’s independent registered public accounting firm responsible for auditing the Company’s financial statements and expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed under auditing standards adopted by the Public Company Accounting Oversight Board. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence.

The Audit Committee has discussed with representatives of Dixon Hughes Goodman, LLP the overall scope and plans for their audit. The Audit Committee met with representatives of Dixon Hughes Goodman, LLP, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the Securities and Exchange Commission.

The Audit Committee has appointed Dixon Hughes Goodman, LLP, or its successor, as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

AUDIT COMMITTEE

Wayne Burks, Chair

Jay Madhu

Sue Watts


24		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are seeking an advisory vote to approve the compensation of our named executive officers for 2021.

This say-on-pay vote is advisory and non-binding on our Board, but our Compensation Committee will take into consideration the outcome of the vote when making future compensation decisions. At the 2021 Annual Meeting of Shareholders, 90.3% of the votes cast favored our say-on-pay proposal.

Our Board believes that our current executive compensation program appropriately links the compensation realized by our executive officers to performance and properly aligns the interests of executive officers with those of our shareholders. A description of our executive compensation programs and a discussion of the pay decisions for 2021 for the Chief Executive Officer and our other named executive officers are included in Compensation Discussion and Analysis below.

Our Board recommends that our shareholders vote in favor of the following resolution:

“RESOLVED” that the shareholders approve compensation paid to the Company’s named executive officers as disclosed in the Company’s Proxy Statement with respect to the Company’s 2022 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K including the Compensation Discussion and Analysis section, the Summary Compensation Table and other compensation tables and related discussion and disclosure.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL, ON AN ADVISORY BASIS, OF

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY

STATEMENT — ITEM 3 ON YOUR PROXY CARD


HCI Group, Inc. 2022 Proxy Statement		25

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on such review and discussion, the Compensation Committee believes the Compensation Discussion and Analysis represents the intent and actions of the Compensation Committee with regard to executive compensation and has recommended to the Board of Directors that it be included in this Proxy Statement and incorporated by reference into the Company’s Form 10-K for the fiscal year ended December 31, 2021.

COMPENSATION COMMITTEE

Peter Politis, Chair

Eric Hoffman

Lauren Valiente

Compensation Discussion and Analysis

The following discussion describes the principal objectives of our executive compensation programs with respect to our named executive officers, outlines the elements of those programs and describes how we believe they meet our objectives. Named executive officers include the chief executive officer, the chief financial officer and the three most highly compensated executive officers. The following individuals served as named executive officers during 2021:

Name and office

Paresh Patel, Chairman and Chief Executive Officer

Karin Coleman, Chief Operating Officer and President, Homeowners Choice Property & Casualty
Insurance Company, Inc.⁽¹⁾

Mark Harmsworth, Chief Financial Officer

Andrew L. Graham, Vice President, General Counsel and Corporate Secretary

Anthony Saravanos, Divisional President – Real Estate

⁽¹⁾

Karin Coleman was appointed chief operating officer of the Company in February 2021.

Under our Compensation Committee charter, the Compensation Committee has the authority to set the compensation of the named executive officers and to grant equity awards under the Company’s 2012 Omnibus Incentive Plan.

Pay-for-Performance Framework

Our compensation plans are designed to incentivize executive behavior that drives positive financial performance, which leads to increased shareholder returns. We believe our 2021 executive compensation decisions support this objective.

Performance on the Company’s financial and strategic goals is an important factor in our compensation decisions. The compensation awarded in 2021 to our chief executive officer, Paresh Patel, and our other named executive officers reflects the Company’s accomplishments during the year and our pay-for-performance philosophy.

Our business performance in 2021 continued our long-term record of strong financial and operating results. Net income in 2021 was $7.2 million, or $0.21 earnings per diluted share. Gross earned premiums grew 39% while our consolidated gross loss ratio remained stable below 40%. TypTap Insurance Company, our technology driven insurance subsidiary, increased gross earned premium 123% compared with 2020. We also strengthened our balance sheet by reducing our debt by approximately $115 million through a series of debt conversions and exchanges and paid $13.8 million in dividends.


26		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Company has delivered positive financial results over the long term. The Company’s return on equity (ROE) has averaged 17% over the past decade, and as illustrated in the following chart, the Company has reported strong levels of net income and earnings before interest and taxes (EBIT)⁽¹⁾ as well, all despite several hurricanes that had a material impact on our core homeowners insurance business.⁽²⁾ While hurricanes are a factor our management cannot control, management can control how the Company responds to those events. In the opinion of the Compensation Committee, the Company’s response to the hurricanes and tropical storms of 2016-2018 and 2020-2021 was well-planned and well-executed.

LOGO

⁽¹⁾

Earnings before interest and taxes (EBIT) is a financial measurement not recognized in accordance with accounting principles generally accepted in the United States of America (GAAP) and should not be viewed as an alternative to GAAP measures of performance. It excludes from net income or loss 1) interest expense, and 2) income tax expense, or income tax benefit in the case of a net loss. HCI believes this financial measurement is a preferable gauge of operating profit. A reconciliation of EBIT to GAAP net income/loss is provided in Appendix A.

⁽²⁾	Financial results for the years 2016 through 2021 were affected by Hurricanes Matthew, Irma, Michael and Sally, and tropical storms Eta and Ida.


HCI Group, Inc. 2022 Proxy Statement		27

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Company’s share price performance and record of consistent dividend payments have provided solid returns to shareholders relative to its core peer group. The illustration below shows the total shareholder return of HCI shares was 148% compared with its core peers over the past five years.

Comparison of HCI to its core peer group using total shareholder return for the last five years:

LOGO

The compensation program for our chief executive officer is designed to reward outstanding performance and align pay with the interests of shareholders. During 2021, 90% of the chief executive officer’s pay was “at risk” in the form of restricted stock and stock option awards, as illustrated below.

LOGO


28		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Principal Objectives and Approach

In designing our executive compensation programs, the Compensation Committee’s principal objectives are to attract and retain highly skilled executives, incentivize executives to achieve strong corporate performance without encouraging excessive risk and align the interests of our executives with the interests of our shareholders.

Benchmarking

To attract and retain key executives, we carefully consider our market environment when setting pay levels for our executives, recognizing that we are in a highly competitive industry in which talented people are a significant driver of value.

In 2020, Pearl Meyer assisted the Compensation Committee in benchmarking and in conducting pay-level and incentive-design analysis. They used two groups of peer companies representing the principal potential talent market: the property and casualty insurance industry and the software industry. While the Company’s primary business is property and casualty insurance, its success relies on the development and implementation of custom software developed in house by our Exzeo software division. Pearl Meyer updated the insurance and software industry peer groups used to set the overall ranges of our executive compensation plan, and those groups comprise the following companies:

Insurance Industry

Amerisafe Inc.

*FedNat Holding Company

*Heritage Insurance Holding, Inc.

Investors Title Company

Kinsale Capital Group

Lemonade, Inc.

NI Holdings, Inc.

Palomar Holdings, Inc.

Protective Insurance Corporation

*United Insurance Holdings Corp.

*Universal Insurance Holdings, Inc.

Software Industry

American Software, Inc.

AppFolio, Inc.

Benefitfocus, Inc.

Bottomline Technologies, Inc.

Ebix, Inc.

Majesco

MicroStrategy Incorporated

Q2 Holdings, Inc.

QAD, Inc.

Qualys, Inc.

Member of Core Peer Group.

The companies within each peer group are all U.S.-based publicly held companies similar in size to our Company.

Each year, the Committee benchmarks compensation using a core peer group of publicly held property and casualty insurance companies based in Florida (the Core Peer Group) because these companies are similar to us in terms of insurance services and market opportunity. The members of the Core Peer Group are indicated in the above table. The Committee reviews the compensation, financial performance and shareholder returns of these core peer companies during the process of finalizing the total compensation award for our chief executive officer. The cash bonus and total compensation for our CEO may be higher or lower than the target reference point for chief executive officers in the Core Peer Group because of factors such as performance and retention, as well as size and complexity of the job.


HCI Group, Inc. 2022 Proxy Statement		29

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The following table and chart show the compensation of chief executive officers in our core peer group based on the disclosures in their proxy statements.


	(in $ thousands)
Company	Salary		Cash Bonus		Stock Awards		Equity Options Awards		Other		Total Compensation

2021 HCI	$	734.6	$	—	$	1,323.5	$	5,550.0	$	128.6	$	7.736.7

2020 HCI	$	986.5	$	1,000.0	$	1,838.8	$	1,234.0	$	170.2	$	5,229.5

FedNat Holding Company – 2020	$	1,000.0	$	—	$	897.1		—	$	18.5	$	1,915.6

Heritage Insurance Holdings, Inc. – 2020	$	2,276.5	$	—		—		—	$	5,510.9	$	7,787.4

United Insurance Holdings Corp. – 2020	$	510.0	$	500.0	$	765.0	$	255.0	$	17.7	$	2,047.7

Universal Insurance Holdings, Inc. – 2020	$	1,000.0	$	—	$	1,269	$	1,000.0	$	53.9	$	3,322.9

LOGO

The following table summarizes the share price performance and dividend payouts of companies in our Core Peer Group based on the disclosures in their filings with the Securities and Exchange Commission.


Company	12/31/2021 Market Cap (in $ millions)			12/31/2020 Stock Price		12/31/2021 Stock Price		% Change			2021 Dividends per Share

HCI Group, Inc.	$	862.3		$	52.30	$	83.54		29	%	$	1.60

FedNat Holding Company	$	24.6	⁽¹⁾	$	5.92	$	1.41		-76	%		—

Heritage Insurance Holdings, Inc.	$	157.3		$	10.13	$	5.88		-42	%	$	0.24

United Insurance Holdings Corp.	$	188.2		$	5.72	$	4.34		-24	%	$	0.24

Universal Insurance Holdings, Inc.	$	530.8		$	15.11	$	17.00		13	%	$	0.77

⁽¹⁾	The market capitalization above was calculated using the number of shares outstanding provided in FedNat’s Form 10-Q as of September 30, 2021. FedNat’s Form 10-K as of December 31, 2021 was not issued at the time of the market capitalization calculation.


30		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

2021 Company Performance

Our view of corporate performance includes not just financial measures but numerous nonfinancial, qualitative factors as well, including the Company’s success in creating and advancing strategic initiatives, planning for and responding to hurricanes and other catastrophic events, providing excellent customer service and passing regulatory examinations.

No formula or set of metrics can appropriately capture all the drivers of performance or substitute for sound management. Therefore, the Compensation Committee retains discretion in awarding cash, equity and other benefits to executives.

Our business performance in 2021 continued our long-term record of positive financial and operating results. Net income for 2021 totaled $7.2 million or $0.21 earnings per diluted common share. We also paid $13.8 million in dividends while reducing long-term debt by 71% and growing book value per share 24%.

Over the long term, the Company has generated steady profitability, best-in-class profit margins and consistent dividend payments. The Company has been profitable in 54 of the last 57 quarters and paid dividends in 46 consecutive quarters. Its return on equity (ROE) has averaged 17% over the past decade, with strong levels of earnings before interest and taxes (EBIT), despite several hurricanes that had a material impact on its core homeowners insurance business (see the charts under Pay-for-Performance on page 25). Hurricanes, of course, are a factor that heavily affects our financial results but which management cannot control. However, the response to those events is within management’s control. In the opinion of the Compensation Committee, the Company’s response to recent hurricanes was well planned and well executed.

Customer retention is also a key success factor for our business, and we are pleased that our Homeowners Choice homeowners insurance policyholders have been insured by us for an average of approximately six and a half years. We believe customer retention indicates, among other things, an excellent level of customer service.

The Company had notable strategic achievements in 2021. We achieved substantial operational autonomy of our TypTap Insurance Group subsidiary, establishing separate management teams and boards for both TypTap and HCI Group. TypTap began the year writing insurance in one state, and ended the year operating in twelve states, with plans for additional expansion in 2022. Growth at HCI also benefited from opportunistic transactions, including a second renewal rights agreement with United Property & Casualty Insurance Company. Finally, our real estate subsidiary, Greenleaf, earned a profit in 2021 reflecting operational improvements in its business.

Elements of Executive Compensation

The Compensation Committee uses a balanced set of pay elements to determine executive compensation levels, including base salaries, short-term cash performance bonuses and long-term equity incentives comprising restricted stock awards and, in the case of the chief executive officer, stock purchase option awards. We believe these elements create appropriate incentives for driving strong corporate performance, align the interests of our executives with those of our shareholders, and enable us to retain and reward outstanding executive talent.

Compensation Committee Engagement with Shareholders

The Compensation Committee considers the opinions of shareholders in making compensation decisions. In 2017, the Chair of the Compensation Committee and our Investor Relations Staff established an ongoing program to speak with our shareholders twice annually – once during the “off season” and once prior to proxy voting. The purpose of the “off-season” conference calls is to understand investor perspectives regarding compensation, governance and any additional matters, and to update shareholders on our compensation and governance initiatives.


HCI Group, Inc. 2022 Proxy Statement		31

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We focused the engagement program on our largest shareholders, representing approximately 67% of our outstanding common stock. During the past 12 months, a board member and our Investor Relations Staff spoke with 19 shareholders representing nearly 44% of the Company’s outstanding common stock. To assist with our shareholder engagement program, we have hired the proxy advisory firm, Alliance Advisors. Shareholders were largely supportive of our executive compensation program and our commitment to continue strengthening the alignment between pay and performance. The Company adopted annual “Say on Pay” voting frequency in 2019 and received strong majority shareholder support for its executive compensation program in 2021 with over 90% of votes cast in support of our compensation.

2020 Compensation Plan Review

In 2020, following discussion with shareholders, the Compensation Committee decided to assess the compensation program for the chief executive officer and our named executive officers and retained Pearl Meyer, a leading executive compensation firm, to assist with this review. The purpose of the review was to understand current best practices in compensation design and to identify areas where the Company’s pay programs can be improved in order to strengthen alignment with shareholder interests and promote the long-term success of our strategy.

The Chair of the Compensation Committee and our Investor Relations Manager discussed the purpose and scope of the review and solicited input from investors during our engagement calls. Pearl Meyer completed the Executive Compensation Review with the Compensation Committee in October 2020.

Pearl Meyer’s analysis found that target total direct compensation (defined as the sum of base salary plus target short-term incentives plus long-term values) for Mr. Patel ranked between the 50^th and 75^th percentile levels vs. Core Peer Group chief executive officers and below the 50^th percentile vs. broader market comparators within the property and casualty insurance and software services for other named executive officers. The study also found that our average overall Company financial performance and total shareholder returns ranked above the 50^th percentile vs. the Core Peer Group, while aggregate total compensation for named executive officers was at the 50^th percentile.

Based upon the results of this analysis, the Compensation Committee decided to implement base salary adjustments to improve pay competitiveness for all named executive officers with the exception of our chief executive officer. These base salary adjustments were made in February 2021. The Compensation Committee also established a more structured framework for determining short-term and long-term incentive awards in 2021 and beyond, including a combination of service-based and performance-based equity grants for named executive officers. The Committee agreed to ensure that at least a portion of future equity awards for named executive officers will have performance-based as well as time-based vesting provisions. In February 2021, substantially all equity grants to our named executive officers had performance-based vesting provisions tied to challenging stock price hurdles. The Compensation Committee believes these changes represent challenging goals and help to further align pay with performance and shareholder interests.


32		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Compensation Process

The Compensation Committee uses a common-sense approach to setting executive compensation. It considers objective measures of business performance as well as the judgment and knowledge of Committee members as to the talents, work habits and contributions of our executive officers. The following provides an overview of the annual compensation process used for chief executive officer compensation.

LOGO

Performance Measures

When determining executive compensation, the Compensation Committee awards equity compensation in the form of restricted stock and, in the case of the chief executive officer, stock purchase options as well. Restricted stock awards may vest over time or if the Company stock price reaches certain target levels. In either case, the awards create a significant incentive for achieving long-term financial and strategic goals and serve to retain talented executives. When determining equity awards, the Committee considers competitive market dynamics, peer-group compensation levels and the Company’s overall financial performance.

The Compensation Committee believes that reducing cash bonus compensation in favor of equity linked compensation further enhances alignment between our management team and our shareholders.

Role of the Board of Directors and Management in Compensation Decisions

The Compensation Committee views the determination of compensation as a collaborative effort, and it welcomes and seeks input from executive officers, other directors and shareholders.

At least annually, before executive compensation is set for the year, the Compensation Committee discusses its compensation philosophy with the full Board of Directors and briefs the Board of Directors on the structure of the Company’s executive compensation programs. The Chair reports to the Committee and the Board of Directors any material issues raised during shareholder discussions, and the Committee and the Board of Directors, in good faith, address those issues.

In setting compensation for the named executive officers other than the chief executive officer, the Compensation Committee invites the chief executive officer to present his evaluation of each named executive officer’s performance

during the year and provide recommendations regarding each executive’s base salary, performance bonus and equity compensation. The Committee has full authority to accept, modify or reject these recommendations.

The Compensation Committee discusses Mr. Patel’s compensation and related proposals with him. Decisions regarding Mr. Patel’s compensation are made by the Committee and reviewed by the Board without Mr. Patel present.

Role of the Compensation Consultant

To assist in determining compensation of our chief executive officer and named executive officers, the Company engages the services of leading compensation advisory firms. The Company retained Pearl Meyer in 2020 to


HCI Group, Inc. 2022 Proxy Statement		33

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

understand market compensation practices and levels to help ensure our executive compensation programs are reasonably designed to attract and retain highly skilled executives in our competitive environment.

Compensation Policies Related to Risk Management

The Board of Directors has considered risks associated with the Company’s compensation policies and practices and identified no compensation policies or practices that are reasonably likely to have a material adverse effect on the Company.

Executive Officers of the Company

The following table provides information with respect to our named executive officers as of April 12, 2022:


Name	Age	Title

Paresh Patel	59	Chairman and Chief Executive Officer

Karin Coleman	61	Chief Operating Officer; President of Homeowners Choice

Mark Harmsworth	58	Chief Financial Officer

Andrew L. Graham	64	Vice President, General Counsel and Corporate Secretary

Anthony Saravanos	51	Division President — Real Estate

Biographical information for Paresh Patel, Anthony Saravanos and Karin Coleman appears above under the heading Directors.

MARK HARMSWORTH

Chief Financial Officer

QUALIFICATIONS

Mark Harmsworth has served as the Chief Financial Officer of our Company since May 2017. He joined HCI in December 2016 as Senior Vice President of Finance. Since

2014, Mr. Harmsworth has served as President of JMH Consultancy Group, L.L.C., of which he is the sole member and through which, from 2014 to 2016, he served as consulting Chief Strategy Officer for Stewart Information Services Corporation, a New York Stock Exchange listed global real estate services company. Mr. Harmsworth has served in a range of executive leadership positions, including, from 2011 to 2013, as Chief Operating Officer for Ipromoteu.com, Inc., technology-enabled outsourced service provider to the promotional products industry headquartered in Wayland, Massachusetts; from 2006 to 2011, as Chief Financial Officer of First American Title Insurance Company, a global specialty insurance company headquartered in Santa Ana, California; from 2002 to 2006, as Senior Executive Vice President of First Canadian Title Insurance Company, a title insurance company located in Oakville, Ontario; and, from 1989 to 1999, as Executive Vice President of RE/MAX Ontario-Atlantic Canada Inc., a regional sub-franchisor of RE/MAX real estate brokerage services in eastern Canada, the eastern United States and Europe. Mr. Harmsworth is a Certified Public Accountant and holds a Bachelor of Commerce degree from the University of Toronto.


34		HCI Group, Inc. 2022 Proxy Statement

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

ANDREW L. GRAHAM

Vice President, General Counsel and Corporate Secretary

QUALIFICATIONS

Andrew L. Graham has served as our General Counsel and Corporate Secretary since June 1, 2008. Since 2015, Mr. Graham has served as a director and Chairman of the

Audit Committee for LM Funding America, Inc. (NASDAQ: LMFA), a Nasdaq listed specialty finance company headquartered in Tampa, Florida. From 1999 to 2007, he served in various capacities, including general counsel for Trinsic, Inc. (previously named Z-Tel Technologies, Inc.), a publicly held provider of communications services headquartered in Tampa, Florida. From 2011 to 2016, Mr. Graham served on the Internal Audit Committee of Hillsborough County, Florida. From 2007 to 2011, he served on the Board of Trustees of Hillsborough Community College, a state institution serving over 46,000 students annually. Mr. Graham holds a Bachelor of Science degree with a major in accounting from Florida State University (1981) and a Juris Doctor (1987), as well as a Master of Laws (L.L.M.) (1988) in Taxation, from the University of Florida College of Law.

Arrangements as to Selection and Nomination of Executive Officers

We are aware of no arrangements as to the selection or appointment of executive officers.

2021 Executive Pay Decisions

The annual base salaries, annual cash performance bonuses and equity awards of our named executive officers in 2021 were as follows:

Name and Office

Base
Salary ($)

Cash
Bonus ($)

Equity
Grant^(a)

Paresh Patel, Chairman and Chief Executive Officer

950,000

—

20,000

^(b)

Karin Coleman, Chief Operating Officer; President, HCPCI^(c)

400,000

SEC Form DEF 14A filed by HCI Group Inc.