Heritage Insurance (HRTG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 10, 2025, as a hybrid event allowing both in-person and virtual participation, with voting and Q&A available online or in person.

• Four key proposals: election of seven directors, ratification of the independent auditor, advisory approval of executive compensation, and amendment to the 2023 Omnibus Incentive Plan to increase authorized shares by 1,800,000.

• 2024 financial highlights include net income of $61.5 million, 24.1% ROE, and 30.3% increase in book value per share, driven by rate and underwriting actions, despite higher catastrophe losses.

• Shareholder engagement and transparent communication remain priorities, with ongoing outreach and feedback integration into governance and compensation decisions.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2026 annual meeting; two current directors not standing for re-election, reducing board size to seven.

• Ratification of Plante & Moran, PLLC as independent registered public accounting firm for 2025.

• Advisory vote on executive compensation (Say on Pay), with 2024 support at 76%.

• Approval sought for amendment to the 2023 Omnibus Incentive Plan, increasing authorized shares by 1,800,000 to support future equity awards.

Board of directors and corporate governance

• Over 75% of directors are independent; all board committees are fully independent.

• Board leadership structure separates CEO and Chairman roles.

• Board committees: Audit, Compensation, and Corporate Governance/Nominating, each with defined charters and responsibilities.

• Regular executive sessions held by non-management directors; annual board and committee evaluations conducted.

• Code of Business Conduct and Ethics applies to all employees and directors, with waivers only granted by the board.