UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No. )


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Palomar Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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


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Letter to Stockholders		Palomar Holdings, Inc. 7979 Ivanhoe Avenue, Suite 500 La Jolla, California 92037

Dear Stockholder:

I am pleased to invite you to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Palomar Holdings, Inc. (“Palomar”), which will be held at the Palomar offices, located at 7979 Ivanhoe Avenue, Suite 500, La Jolla, California 92037 on May 25, 2023, at 9:00 a.m. Pacific Time. Doors open at 8:30 a.m. Pacific Time.

At the Annual Meeting, we will ask you to consider the following proposals:

•	To elect as Class I directors the two nominees named in this proxy statement to serve until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

•	To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as described in the proxy statement.

•	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023.

•	To transact such other business that may properly come before the Annual Meeting or any postponements or adjournments thereof.

Stockholders of record as of April 3, 2023, may vote at the Annual Meeting or any postponement or adjournment of the meeting.

We are pleased to announce that we are taking advantage of U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders over the Internet. We believe that this process will allow us to provide our stockholders with the information they need in a timely manner, reduce the environmental impact of printing and distributing our proxy materials and lower our costs.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to submit your vote via the Internet, telephone or, if you requested a printed copy of the proxy materials, via mail. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone, or, if you requested a printed copy of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

On behalf of the Board of Directors, I would like to express our appreciation of your interest in Palomar.

Sincerely,

Mac Armstrong

Chairman of the Board and Chief Executive Officer

La Jolla, California

April 13, 2023


Palomar 2023 Proxy Statement	PLMR.com 2

Board Responsiveness to Shareholders

Since our IPO in 2019, our Board has prioritized maintaining a constructive relationship with our shareholders. Following our 2022 advisory say-on-pay vote, our Compensation Committee Chair led a comprehensive shareholder outreach campaign to solicit feedback on executive compensation, corporate governance, and environmental, social and corporate governance (“ESG”) matters. This feedback provided vital input on the design of and modifications made to our compensation programs, ESG matters, and governance practices for 2023.

In 2022, we reached out to fifteen (15) shareholders owning approximately 68% of our total shares outstanding. Eleven (11) shareholders owning approximately 40% of our total shares outstanding accepted our invitation to engage with our Board and executive management team and provided constructive feedback. Our Lead Independent Director and Compensation Committee Chair, Richard Taketa, led each of these shareholder meetings.

In response to shareholder feedback, we have committed to not issuing supplemental equity grants outside of our core compensation program without first engaging with shareholders.

Offered Engagement with owners of approximately 68% of our total shares outstanding

Held Individualized meetings with owners of approximately 40% of our total shares outstanding

Our Compensation Committee Chair and Lead Independent Director attended 100% of these shareholder meetings

The feedback we received from shareholders during our 2022/2023 outreach campaign along with the actions we took in response to this feedback are summarized below:

Feedback Category	Topic	What Shareholders Expressed	What We Did
Executive Compensation	Supplemental Long-Term Incentive (“LTI”) Grants	Shareholders understood the rationale behind our supplemental executive LTI grants, but they expressed a preference for LTI awards to be limited to the annual compensation construct	We committed to no longer issue supplemental stock grants to executives without prior engagement with shareholders, and we clarified that our vehicle for granting equity is our annual LTI program
	LTI Mix	Shareholders indicated a preference for performance-based equity to comprise at least 50% of our LTI mix	We increased the weighting of performance stock units (“PSUs”) in our LTI mix from 20% in 2022 to 50% in 2023
	PSU Measurement Period	Shareholders expressed a preference for a multi-year measurement period for our PSU performance metrics	We increased the measurement period for PSUs tied to adjusted ROE (70% of total target units granted) from 1 year to 3 years
	Incentive Compensation Disclosure	Shareholders encouraged us to provide enhanced disclosures around our short-term incentive (“STI”) and long-term incentive (“LTI”) payout calculations	We included enhanced disclosures of our 2022 bonus and 2022 PSU payouts in this year’s proxy, and we have committed to include enhanced disclosures in all future proxy filings
	CEO Pay Relative to Other Named Executive Officer (“NEO”) Pay	Shareholders expressed concern about the level of CEO pay relative to our other NEOs	We explained that 2021 was an anomaly due to supplemental stock grants (which we have since discontinued unless we engage with shareholders first), and we illustrated that our 2022 and future CEO pay relative to our other NEO pay is within market norms
	CEO Salary Increase	Shareholders inquired about our CEOs 2021 salary increase	We explained that the rationale behind our CEO’s 2021 salary increase was to align base pay with the median of our peer group, and we advised that no salary increase was made to CEO base pay for 2022 or 2023


Palomar 2023 Proxy Statement	PLMR.com 3

Board Responsiveness to Shareholders

ESG	Use of ESG as a Performance Metric	Shareholders commended our robust ESG disclosures, and they inquired about the potential incorporation of ESG as an incentive compensation metric	We committed to maintaining robust and industry-leading ESG disclosures, including the publication of our 2022 Sustainability & Citizenship Report, and we incorporated ESG into the individual management by objectives (“MBOs”) for three of our NEOs, including our CEO
Corporate Governance	Stock Ownership Requirements	Shareholders commented that they prefer to see a 5x salary multiple for our CEO and that the stock ownership requirements apply to all executive officers	We increased the CEO stock ownership requirement to 5x salary, and we further expanded the scope of our stock ownership policy to apply to our entire executive management team
Corporate Governance	Board Structure and Shareholder Voting Rights	Shareholders expressed a preference for a declassified Board and elimination of supermajority voting requirements	We received shareholder approval for a 5-year sunset of our classified Board structure and supermajority voting requirements
	Compensation Clawback	Shareholders inquired about our clawback policy in light of pending new SEC requirements	We are in the process of updating our clawback policy to fully comply with the pending new SEC regulations


Palomar 2023 Proxy Statement	PLMR.com 4

Notice of Annual Meeting of Stockholders

Time and Date	May 25, 2023, at 9:00 a.m. Pacific Time
Place	Our principal executive offices located at 7979 Ivanhoe Avenue, Suite 500, La Jolla, California 92037.
Items of Business	• To elect as Class I directors the two nominees named in this proxy statement to serve until the 2026 Annual Meeting of stockholders or until their successors are duly elected and qualified. • To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as described in the proxy statement. • To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. • To transact such other business that may properly come before the Annual Meeting or any postponements or adjournments thereof.
Record Date	April 3, 2023 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.
Annual Report	You may access our Annual Report on Form 10-K for the year ended December 31, 2022, and our proxy solicitation materials by visiting www.investorvote.com/PLMR.
Proxy Voting	YOUR VOTE IS IMPORTANT. Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by telephone, or, if you requested a printed copy of the proxy materials, by signing, dating, and returning the enclosed proxy card, will save the expenses and extra work of additional solicitation.

By order of the Board of Directors,

Mac Armstrong

Chairman of the Board and Chief Executive Officer

La Jolla, California

April 13, 2023

This notice of our Annual Meeting of Stockholders and the accompanying proxy statement and
form of proxy are being distributed and made available on or about April 13, 2023.


Palomar 2023 Proxy Statement	PLMR.com 5

Proxy Summary

This summary highlights certain information contained elsewhere in our proxy statement. You should read the entire proxy statement carefully before voting. Please see the Glossary at the end of this proxy statement for a list of certain defined terms used throughout this proxy statement.

Stockholders will be asked to vote on the following matters at the 2023 Annual Meeting:

Proposal		Board Recommendation	Page
1.	Election Of Directors	FOR each Director Nominee	35
2.	Advisory Vote to Approve Named Executive Officer Compensation (“Say-On-Pay-Vote”)	FOR	36
3.	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	37

Director Nominees

Name

Age

Director
Since

SEC Form DEF 14A filed by Palomar Holdings Inc.