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  x☒                             Filed by a partyParty other than the Registrant  ¨☐

Check the appropriate box:

HCI GROUP, INC.

(Name of Registrant as Specified Inin Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING

AND PROXY STATEMENT

20162018

May 2, 2016April 27, 2018

TO OUR SHAREHOLDERS:

You are cordially invited to attend our 20162018 Annual Shareholders’ Meeting, which will be held at our headquarters, Cypress Commons, 5300 West Cypress Street, Suite 105, Tampa, Florida 33607, on Thursday, May 19, 2016,24, 2018, at 3 p.m., local time. Shareholders will be admitted beginning at 2:30 p.m.

We look forward to reporting to you and discussing with you our achievements during the past year.

Your vote is very important. Please sign and return the accompanying proxy card or follow the instructions on the card for voting by telephone or Internet. That way, your shares will be voted as you direct.

Paresh Patel

Chairman of the Board Chief Executive Officer

5300 WEST CYPRESS STREET, SUITE 100

TAMPA, FLORIDA 33607

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF HCI GROUP, INC.:

By Order of the Board of Directors,

Andrew L. Graham

Secretary and General Counsel

5300 WEST CYPRESS STREET, SUITE 100

TAMPA, FLORIDA 33607

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 19, 201624, 2018

This proxy statement and the form of proxy (first sent to shareholders on the approximate date set forth above) are delivered in connection with the solicitation of proxies by directors of HCI Group, Inc., a Florida corporation (the “company,” “we,” or “us”), a Florida corporation, of proxies to be voted at our 20162018 Annual Meeting of Shareholders and at any adjournments or postponements thereof.

You are invited to attend our Annual Meeting of Shareholders on Thursday, May 19, 2016,24, 2018, beginning at 3 p.m., local time. The Annual Meeting will be held at our headquarters, Cypress Commons, 5300 West Cypress Street, Suite 105, Tampa, Florida 33607. Shareholders will be admitted beginning at 2:30 p.m.

It is important that your proxy be returned promptly to avoid unnecessary expense to the company. Therefore, whether you plan to attend the Annual Meeting or not and regardless of the number of shares you own, please date, sign and return the enclosed proxy card promptly or follow the instructions on the card for voting by telephone or Internet.

At the meeting, the use of cameras, audio or video recording equipment, communications devices or similar equipment will be prohibited.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held on May 19, 2016:24, 2018:

This proxy statement and the 20152017 Annual Report to Shareholders are available at

http://www.hcigroup.com/2016proxymaterials2018proxymaterials

Upon your written request, we will provide you with a copy of our 20152017 annual report on Form10-K, including exhibits, free of charge. Send your request to HCI Group, Inc., c/o Kevin Mitchell, Vice President of Investor Relations, 5300 West Cypress Street, Suite 100, Tampa, Florida 33607.

5300 WEST CYPRESS STREET, SUITE 100

TAMPA, FLORIDA 33607

ABOUT THE ANNUAL MEETING

What is the purpose of the meeting?

The principal purposes of the Annual Meeting are to elect threetwo directors to the company’s Board of Directors and ratify the appointment of Dixon Hughes Goodman, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2016, and approve, on an advisory basis, the compensation of our named executive officers.2018. In addition, our management will report on our performance during 2015,2017, discuss challenges ahead and respond to questions from shareholders.

When were these materials mailed?

We began mailing this proxy statement on or about May 2, 2016.April 27, 2018.

Who is entitled to vote?

Shareholders of record at the close of business on the record date, April 20, 2016,11, 2018, are entitled to vote in person or by proxy at the Annual Meeting. In general, shareholders are entitled to one vote per common share on each matter voted upon. In an election for directors, however, shareholders are entitled to vote the number of shares they own for as many director candidates as there are directors to be elected. The Board of Directors has determined that the Board of Directors should include three Class BA directorships. However, only two director candidates have been nominated and are eligible to be voted upon. Accordingly, since threetwo directors are to be elected at this Annual Meeting, in electing directors, each share held will entitle the shareholder to threetwo votes, one per director. Shareholders may not cumulate their votes. As of April 20, 201611, 2018, there were 10,498,7749,372,389 common shares outstanding.

What constitutes a quorum?

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares outstanding will constitute a quorum, permitting us to conduct the business of the meeting. Proxies received but marked as “WITHHOLD AUTHORITY” and brokernon-votes will be included in the calculation of the number of shares considered to be present at the Annual Meeting, but will not be counted for any other purpose. A brokernon-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular proposal and has not received instructions as to that proposal from the beneficial owner.

What is the difference between a shareholder of record and a beneficial owner?

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a “shareholder of record.” This Notice of Meeting and proxy statement has been provided directly to you by HCI Group, Inc. You may vote by ballot at the meeting or vote by proxy. To vote by proxy, sign, date and return the enclosed proxy card or follow the instructions on the proxy card for voting by telephone or Internet. Alternatively, you may provide your own proxy to anyone to represent you and vote on your behalf at the meeting.

If your shares are held for you in a brokerage, bank, or other institutional account (that is, held in “street name”), then you are not a shareholder of record. Rather, the institution is the shareholder of record and you are the “beneficial owner” of the shares. The accompanying Notice of Meeting and this proxy statement have been forwarded to you by that institution. If you complete and properly sign the accompanying proxy card and return it in the enclosed envelope, or follow the instructions on the proxy card for voting by telephone or Internet, the institution will cause your shares to be voted in accordance with your instructions. If you are a beneficial owner of shares and wish to vote in person at the Annual Meeting, then you must obtain a proxy, executed in your favor, from the holdershareholder of record (the institution).

How do I vote?

By Ballot at the Meeting. If you are a shareholder of record and attend the Annual Meeting, you may vote in person by ballot at the Annual Meeting. To vote by ballot, you must register and confirm your shareholder

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status at the meeting. If the shareholder of record is a corporation, partnership, limited liability company or other

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entity of which you are an officer or other authorized person, then you should bring evidence of your authority to vote the shares on behalf of the entity. If your shares are held for you in a brokerage, bank, or other institutional account (that is, in “street name”), you must obtain a proxy, executed in your favor, from that institution (the holdershareholder of record) to vote your beneficially-owned shares by ballot at the Annual Meeting. In the election of directors (Matter No. 1), each share held by a shareholder of record will be entitled to threetwo votes, one for each director to be elected. Your option with respect to each director will be to vote “FOR” the director or to abstain from voting. In the vote to ratify the appointment of Dixon Hughes Goodman, LLP as the company’s independent registered public accounting firm for the year ending December 31, 20162018 (Matter No. 2), each share held by a shareholder of record will be entitled to one vote. Your options will be to vote “FOR” or “AGAINST” or to “ABSTAIN.” With respect to the advisory vote related to the compensation of our named executive officers (Matter No. 3), each share held by a shareholder of record will be entitled to one vote. Your options will be to vote “FOR” or “AGAINST” or to “ABSTAIN.”

By Proxy. If you complete, sign, and return the accompanying proxy card or follow the instructions on the proxy card for voting by telephone or Internet, then your shares will be voted as you direct. In the election of directors (Matter No. 1), your options with respect to each director are to direct a vote “FOR” or to “WITHHOLD AUTHORITY.” In the proposal to ratify the appointment of Dixon Hughes Goodman, LLP as the company’s independent registered public accounting firm for the year ending December 31, 20162018 (Matter No. 2), your options will be to direct votes “FOR” or “AGAINST” or to direct the proxy to “ABSTAIN” from voting on that proposal. With respect to the advisory vote related to the compensation of our named executive officers (Matter No. 3), your options will be to direct votes “FOR” or “AGAINST” or to direct the proxy to “ABSTAIN” from voting on that matter.

If you are a shareholder of record, then you may opt to deliver your completed proxy card in person at the Annual Meeting.

Can I vote by telephone or Internet?

Yes. If you follow the instructions on the proxy card for voting by telephone or Internet, your shares will be voted as you direct.

What does it mean if I receive more than one proxy card?

YouWhen you own your shares in different ways, you will receive separate proxy cards when you own shares in different ways.for each mode of ownership. For example, you may own shares individually, as a joint tenant, in an individual retirement account, in trust, or in one or more brokerage accounts. You should complete, sign, and return each proxy card you receive or follow the telephone or Internet instructions on each card. The instructions on each proxy card may differ. Be sure to follow the instructions on each card.

Can I change my vote or instruction?

Yes. You may follow the instructions on the proxy card to change your votes or instructions any time before midnight the day before the meeting.

In addition, if you are a shareholder of record, you may revoke your proxy any time before your shares are voted by filing with the secretary of the company a written notice of revocation or submitting a duly executed proxy bearing a later date. If you file a notice of revocation, you may then vote (or abstain from voting) your shares in person at the Annual Meeting. If you submit a later dated proxy, then your shares will be voted in accordance with that later dated proxy. No such notice of revocation or later dated proxy, however, will be effective unless received by us at or before the Annual Meeting and before your shares have been voted.voted at the meeting. Unless the proxy is revoked, the shares represented thereby will be voted at the Annual Meeting or any adjournment thereof as indicated on the proxy card. Sending in a proxy does not affect your right to vote in person if you attend the meeting, although attendance at the meeting will not by itself revoke a previously granted proxy.

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If I submit a proxy card, how will my shares be voted?

Your shares will be voted as you instruct on the proxy card.

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What happens if I submit a proxy card and do not give specific voting instructions?

If you are a shareholder of record and sign and return the proxy card without indicating your instructions, your shares will be voted in accordance with the recommendations of the Board of Directors. With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion. As of the date this proxy statement went to print, we did not know of any other matter to be raised at the Annual Meeting.

If you are a beneficial owner and you sign and return your proxy card without indicating your instructions, then your broker or nominee will vote, or not vote, in accordance with the rules of the New York Stock Exchange (provided the broker or nominee is a member of the New York Stock Exchange). If a voting matter is designated by the New York Stock Exchange as “routine” then your broker or nominee may vote or not vote in its own discretion. If a voting matter is designated “non-routine”“non-routine” by the New York Stock Exchange, then your broker or nominee cannot vote without your instructions.

Which voting matters are considered routine ornon-routine?

In general, uncontested matters and matters not involving a merger or consolidation or affecting substantially the rights or privileges of the stock are considered routine under the rules of the New York Stock Exchange. Accordingly, we expect the New York Stock Exchange will designate as routine the proposal to ratify the appointment of Dixon Hughes Goodman, LLP as the company’s independent registered public accounting firm for the year ending December 31, 20162018 (Matter No. 2) and brokers and other nominees will be permitted to vote on that matter. On the other hand, the New York Stock Exchange views matters involving the election of directors and matters involving executive compensation to be asnon-routine. Accordingly, the election of directors (Matter No. 1) and the approval, on an advisory basis, of the compensation of our named executive officers (Matter No. 3) will be designated by the New York Stock Exchange asnon-routine and brokers and other nominees will not be permitted to vote on these matters without instructions from the beneficial owner.

What happens if I do not submit a proxy card and do not vote by telephone or Internet?

If you are a shareholder of record and you neither designate a proxy nor attend the Annual Meeting, your shares will not be represented at the meeting. If you are the beneficial owner of shares held in the name of a member of the New York Stock Exchange, that member may vote in its discretion on matters deemed routine by the New York Stock Exchange. TheWithout your instruction, the member may not vote on matters considered “non-routine.“non-routine.”

What are the Board’s recommendations?

The Board’s recommendations are set forth elsewhere in this proxy statement. In summary, the Board recommends votes—

George ApostolouJames Macchiarola

PareshHarish Patel

Gregory Politis

What vote is required to approve each item?

Election of directors. In the election of directors, the threetwo highest recipients of “FOR” votes will be elected. A properly executed proxy card marked “WITHHOLD AUTHORITY” with respect to the election of

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one or more director nominees will not be voted with respect to the director or directors indicated, even though it will be counted for purposes of determining whether there is a quorum present at the Annual Meeting.

Ratification of appointment of independent registered public accounting firm. The proposal to ratify the appointment of Dixon Hughes Goodman, LLP as the company’s independent registered public accounting

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firm for the year ending December 31, 20162018 will be approved if the number of votes for the proposal exceeds the number of votes against the proposal.

Approval, on an advisory basis, of the compensation of our named executive officers. With respect to the advisory vote related to the compensation of our named executive officers, the matter is approved if the number of votes for the proposal exceeds the number of votes against the proposal.

Other Matters. We do not anticipate other matters coming to a vote at the Annual Meeting. Should any other matter be brought to a vote, the matter will be approved if the number of votes favoring the matter exceeds the number of votes opposing the matter.

How will votes be counted?

All votes will be tabulated by the secretary of the company. We have engaged Broadridge Financial Solutions, Inc. to collect and tabulate proxy instructions. Although abstentions and brokernon-votes are each included in the determination of the number of shares present, they are not counted on any matters brought before the meeting.

Who is paying for the preparation and mailing of the proxy materials and how will solicitations be made?

We will pay the expenses of soliciting proxies. Proxies may be solicited on our behalf by directors, officers, or employees in person or by mail, telephone, facsimile or electronic transmission. We have requested brokerage houses and other custodians, nominees, and fiduciaries to forward soliciting material to beneficial owners and have agreed to reimburse those institutions for theirout-of-pocket expenses.

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RULES OF CONDUCT

To ensure fair, orderly and constructive meetings, the Board of Directors has adopted the following rules of conduct for shareholder meetings.

1.   All attendees must register before entering the meeting room.

2.   The meeting will follow the schedule set forth on the agenda.

3.   Only shareholders of record as of the record date or their duly authorized representatives are entitled to vote or address the meeting.

4.   No business will come before the meeting except in compliance with Article II, Section 11 of our bylaws and its prior notice requirements.

5.   No one may address the meeting unless recognized by the presiding officer of the meeting.

6.   Each speaker will be limited to 3 minutes and 3 questions. Questions and comments must be directly relevant to the company’s business or operations. Questions or comments that are repetitious, relate to pending or threatened litigation, or deal with general economics, politics or public policy are prohibited.

7.   Rude or disruptive behavior is prohibited.

8.   The use of cameras, audio or video recording equipment, communications devices or similar equipment is prohibited.

9.   Attendees who violate these rules may be removed.

10.   The decisions of the presiding officer in interpreting and enforcing these rules of conduct will be final.

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MATTER NO. 1

ELECTION OF DIRECTORS

ThreeTwo 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. Each class consists of three directors. All directors within a class have the same three-year termsterm 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 20162018 (Class A directors), 2019 (Class B directors), 2017and 2020 (Class C directors), and 2018 (Class A directors). Each of the Class BA directors elected at the 20162018 Annual Meeting will be elected to serve a three-year term.

Class A director Martin Traber informed us in August 2017 that he would not seekre-election to the Board of Directors. A search for qualified candidates to fill this open Board seat is ongoing. With the recommendation of the Governance and Nominating Committee, the Board of Directors has nominated the following persons to stand for electionre-election as Class BA directors at the 20162018 Annual Meeting of Shareholders, with terms expiring in 2019:2021:

George ApostolouJames Macchiarola

PareshHarish Patel

Gregory Politis

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 George Apostolou, PareshJames Macchiarola and Harish Patel and Gregory Politis as Class BA directors of HCI Group, Inc. The nominees receiving the threetwo highest “FOR” vote totals will be elected as directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR ELECTION OF EACH OF THE NOMINEES AS DIRECTORS OF THE COMPANY — ITEM 1 ON YOUR PROXY CARD.

DIRECTORS

Directors Standing for Election (Class B)A)

George ApostolouJames Macchiarola,, age 65, has been a director of the company since May 2007. Born in Erithri-Attikis, Greece, Mr. Apostolou moved to the United States in 1971 and earned his State of Florida Contractors License in 1983. In 1987, he established George Apostolou Construction Corporation and has since built more than 200 commercial buildings, including government services buildings, churches, office buildings and retail centers. George Apostolou Construction Corporation is not affiliated with HCI Group, Inc. In addition to contracting, Mr. Apostolou has been involved in the development and investment of many commercial projects and now owns more than 20 properties in the Tampa Bay area. Since 2013, Mr. Apostolou69, has served on our Board since November 12, 2013. From 1999 until his retirement in 2015, Mr. Macchiarola served in various positions for the BoardClearwater, Florida office of DirectorsOrange Business Services (formerly Equant), a global information technology and communications services provider and subsidiary of First Home Bank in Seminole, Florida and since 2014 hasOrange S.A. (formerly France Telecom S.A.). From 2009 to 2015, he served as its vice president and head of North American equipment resales and integration services. From 2007 to 2009, he was that company’s area sales vice president for the U.S. east coast and Canada. From 2003 to 2007, he was head of its integration services sales. From 2002 to 2003, he served as head of service operations for the Americas. From 1999 to 2003, he served as head of managed services. From 1994 to 1999, Mr. Macchiarola served as chief operating officer for Techforce, a director of the bank’s holding company, First Home Bancorp, Inc.U.S. based systems integrator. Before that he also served in various positions for Racal Datacom and Syncordia (1990 to 1994), AT&T Paradyne (1984 to 1990) and IBM Corp. (1969 to 1984).

Mr. ApostolouMacchiarola brings considerable business, management, marketing, and real estatesystems experience to the Board of Directors. Information technology and systems knowledge has become increasingly important to the company as the growth of technology in the market becomes more sophisticated. In addition, the company expects Mr. Macchiarola will provide guidance and oversight in the direction of the company’s own information technology division. The marketing and sales experience gained by Mr. Macchiarola, for example, as vice president and head of North American equipment resales and integration services, will prove valuable as the company continues to grow and expand into new products and territories. Mr. Macchiarola serves as chairman of our compensation committee and as a member of our governance and nominating committee.

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Harish M. Patel, age 61, has served on our Board of Directors since 2011. Since 2006, Mr. Patel has served also as a director for Medenet, Inc. a medical software and data analytics company based in St. Petersburg, Florida. From 1976 to 1987, Mr. Patel served in various capacities, including as director of sales, director of operations and director at large, for Colorama Photo Processing Laboratories, a family-owned photo processing business located in London, England which pioneered the provision of next day and same day photo processing services to retail outlets in Central London and later provided those services to other regions of the United Kingdom. From 1987 to 1992, Mr. Patel served in various capacities, including as director at large, for Colorama Pharmaceuticals Ltd., a family-ownedstart-up venture which distributed pharmaceuticals to the client base of the photo processing company. From 1992 to 2005, he served as director for Kwik Photo Retail Stores, a London-based, operator of stand-alone andin-store retail photo processing labs. During his tenure, that company expanded from 23 company-owned stores to over 100 outlets. In addition, he established and managed a United States-based data processing subsidiary for that company. None of the foregoing companies are affiliated with our company. He has no familial relationship to Paresh Patel, our chief executive officer and chairman of the Board.

Mr. Patel brings a wide range of business and management experience to the Board of Directors. We expect Mr. Apostolou’sPatel’s business and management experience will enhance oversight of the company’s business performance. Moreover, real estate experienceperformance and financial disclosure. We believe also the knowledge he has become increasingly important togained from his experiences, in particular his knowledge of software systems will be valuable as the company as it makesconsiders and considers significant real estate investments. Mr. Apostolou also serves on our audit committee and our compensation committee. His business experience gives him a fundamental understanding of financial statements and business operations. Important also, Mr. Apostolou has a substantial personal investment in the company and he played a large role in bringing initial investors to the company.

Paresh Patel, age 53, is a founder of the company and currently serves as 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. From 2011 to 2012, Mr. Patel served as president of our insurance subsidiary, Homeowners Choice Property &

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Casualty Insurance Company, Inc. He reassumed this position in June 2015 and also serves as chairman of the Board of Directors for this subsidiary. Mr. Patel is additionally a director and the president of TypTap Insurance Company, the Company’s new Florida residential property insurer formed in January 2016. Mr. Patel has broad experience in technology and finance. He developed and continues to oversee development of the company’s policy administration systems. From 2006 to 2011, Mr. Patel served as president of Scorpio Systems, Inc., a software development company. From 2011 to 2015 he served as chairman of the Board of Directors of First Home Bancorp, Inc., a bank holding company in Seminole, Florida. Since 2014, he has served as chairman of the board of directors of Oxbridge Re Holdings Limited, a NASDAQ listed, Cayman Islands reinsurance holding company. Since 2012, he has served as a director for Moksha Re SPC Ltd., a Caymans Islands reinsurance company that ceased operations in 2014. He is a founder of NorthStar Bank in Tampa, Florida and from 2006 to 2011 served on the Board of Directors of both the bank and its parent company, NorthStar Banking Corporation. As a private investor from 2000 to 2006, Mr. Patel developed and implemented his own money management system based upon statistical and probability techniques. Before that, from 1998 to 2000, he was director of customer care and billing with Global Crossing. In that position, Mr. Patel defined business processes and systems, hired and trained department staff and led the integration of the customer care and billing systems with the systems of companies that Global Crossing acquired. As an independent software and systems consultant from 1991 to 1998, Mr. Patel worked with large international telephone companies. Mr. Patel holds a Bachelor’s and a Master’s degree in Electronic Engineering from the University of Cambridge in United Kingdom. He has no familial relationship to Harish Patel, another member of the Board of Directors.

Mr. Patel brings to the Board of Directors considerable experience in business, management, systems and technology, and because of those experiences and his education, he possesses analytical and technology skills which are considered of importance to the operations of the company, the oversight of its performance and the evaluation of its futureseeks growth opportunities. Furthermore, his performance as chief executive officer has indicated an in-depth understanding of the company’s insurance business.Also important, Mr. Patel has a substantial personal investment in the company.

Gregory Politis, age 63, is a founder Mr. Patel serves as chairman of the company and has been a director since its inception. 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 over 40 real estate developments in the Miami-Dade County, Orlando, Greater Tampa Bay and Montreal, Canada areas. 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 was a founding member of 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.

Mr. Politis brings considerable business, management and real estate experience to the Board of Directors. We expect his business and management experience will enhance oversight of the company’s business performance. Moreover, real estate experience has become increasingly important to the company as it makes and considers significant real estate investments. Mr. Politis serves on the company’sour governance and nominating committee. His business experience gives himcommittee and as a fundamental understandingmember of business operations. Important also, Mr. Politis has a substantial personal investment in the company.our audit committee and our compensation committee.

Directors Continuing in Office

Directors whose present terms continue until 20172019 (Class B):

George Apostolou, age 67, has been a director of the company since May 2007. Born in Erithri-Attikis, Greece, Mr. Apostolou moved to the United States in 1971 and earned his State of Florida Contractors License in 1983. In 1987, he established George Apostolou Construction Corporation and has since built more than 200 commercial buildings, including government services buildings, churches, office buildings and retail centers. George Apostolou Construction Corporation is not affiliated with HCI Group, Inc. In addition to contracting, Mr. Apostolou has been involved in the development and investment of many commercial projects and now owns more than 20 properties in the Tampa Bay area. Since 2013, Mr. Apostolou has served on the board of directors of First Home Bank in Seminole, Florida and since 2014 has served as a director of the bank’s holding company, First Home Bancorp, Inc.

Mr. Apostolou brings considerable business, management and real estate experience to the Board of Directors. We expect Mr. Apostolou’s business and management experience will enhance oversight of the company’s business performance. Moreover, real estate experience has become increasingly important to the company as it makes and considers significant real estate investments. His business experience gives him a fundamental understanding of financial statements and business operations. Important also, Mr. Apostolou has a substantial personal investment in the company and he played a large role in bringing initial investors to the company. Mr. Apostolou also serves on our audit committee and our governance and nominating committee.

Paresh Patel, age 55, is a founder of the company and currently serves as 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. Mr. Patel is also president of our insurance subsidiary, Homeowners Choice Property & Casualty Insurance Company, Inc., a position he held from 2011 to 2012 and reassumed in June 2015. In addition, Mr. Patel is executive chairman of the Board of TypTap Insurance Company, our property insurance subsidiary corporation formed in January 2016. Mr. Patel has broad experience in technology and finance. He developed and continues to oversee development of the company’s policy administration systems. From 2011 to 2015, he served as

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chairman of the board of First Home Bancorp, Inc., a bank holding company in Seminole, Florida and from 2014 to March 2018 he 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. From 1998 to 2000, he was director of customer care and billing with Global Crossing. In that position, Mr. Patel defined business processes and systems, hired and trained department staff and led the integration of the customer care and billing systems with the systems of companies that Global Crossing acquired. As an independent software and systems consultant from 1991 to 1998, Mr. Patel worked with large international telephone companies. Mr. Patel holds a bachelor’s and a master’s degree in electronic engineering from the University of Cambridge in the United Kingdom.

Mr. Patel brings to the Board of Directors considerable experience in business, management, systems and technology, and because of those experiences and his education, he possesses analytical and technology skills which are considered of importance 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 anin-depth understanding of the company’s insurance business. He is a founder of the company and has a substantial personal investment in the company.

Gregory Politis, age 66, is a founder of the company and has been a director since its inception. 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 over 40 real estate developments in the Miami-Dade County, Orlando, Greater Tampa Bay and Montreal, Canada areas. 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 was a founding member of 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.

Mr. Politis brings considerable business, management and real estate experience to the Board of Directors. We expect his business and management experience will enhance oversight of the company’s business performance. Moreover, real estate experience has become increasingly important to the company as it makes and considers significant real estate investments. Mr. Politis serves as the company’s lead independent director and serves also on the company’s compensation committee. His business experience gives him a fundamental understanding of business operations. Important also, Mr. Politis has a substantial personal investment in the company.

Directors whose present terms continue until 2020 (Class C):

Wayne Burks,age 68,70, has served onbeen a director of our boardcompany since June 20, 2013. Since July 2016, Mr. Burks has sinceserved as the chief financial officer for Romark LC, which is a vertically integrated multinational biopharmaceutical company, headquartered in Tampa, Florida. From April 2012 to June 2016, he served as a director and the chief financial officer offor 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 andpre-initial public offering stage

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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 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.

Mr. Burks brings considerable business, accounting and managementfinancial experience to the Board of Directors. We expect Mr. Burks’s businessbelieve his knowledge and management experience as the chief financial officer of a homeowners’ insurance company and as

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an auditor and his ability to analyze financial information will enhance the Board’s oversight of the company’s business performance. His former partnership in a global public accounting firmoperations, its financial disclosure, its external auditors and his subsequent executive financial management roles will allow him to add value and expertise to the company’s financial oversight functions. In addition,effectiveness of its internal controls. Mr. BurksBurk serves as chairman of ourthe company’s audit committee and has been identified by the Board of Directors as a member ofan audit committee financial expert. He serves also on our governance and nominatingcompensation committee.

SanjayJay Madhu, age 49,51, has been a director of our company since May 2007. Mr. Madhu formerly served as president of our real estate division and vice president of investor relations, positions he held from June 2011 and February 2008, respectively, until his employment with us ended in 2013. He also served as our vice president of marketing from 2008 to 2011. Since 2013, Mr. Madhu has been president and chief executive officer of Oxbridge Re Holdings Ltd., a NASDAQ listed reinsurance holding company based in the Cayman Islands. Since March 2018, he has served as that company’s chairman of the board of directors. Since 2012, he has served as a director for Moksha Re SPC Ltd. a CaymansCayman Islands reinsurance company that ceased operations in 2014. During 2013, Mr. Madhu served as a director of First Home Bank in Seminole, Florida. .FromFrom 2012 to 2014, Mr. Madhu served on the board of directors of Wheeler Real Estate Investment Trust, Inc., a publicly held real estate investment trust. 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, First Trust Mortgage & Finance, from 1994 to 1996; vice president, residential first mortgage division, Continental Management Associates Limited, Inc., from 1993 to 1994; and president, 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.

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 makes and considers significant real estate investments. In addition, Mr. Madhu has a substantial personal investment in the company.

Anthony Saravanos, age 45,47, has been a director of the companyCompany since May 2007 and currently serves as president of Greenleaf Capital, LLC, our real estate division, a position he has held since 2013. From 2005 to 2013, Mr. Saravanos was vice president of The Boardwalk Company, a full-service real estate company located in Palm Harbor, Florida. The Boardwalk Company is not affiliated with HCI Group, Inc. Since 2001, he has been managing partner of several commercial property entities with a combined total of 13 properties in Florida and New York. Since 2011, Mr. Saravanos has served as a director of First Home Bank in Seminole, Florida and since 2015 he has served as a director and chairmanChairman of the board forof that bank’s holding company, First Home Bancorp, Inc., also 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 Seminole,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. At VillanovaUniversity, 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 andas 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. Since 2013, Mr. Saravanos also serveshas served as Vice President of Greek Children’s Fund atof Florida. Since 2017, Mr. Saravanos has served as a Trustee on the Johns Hopkins All Children’s Hospital Foundation in St. Petersburg, Florida.board.

Mr. Saravanos brings considerable business, management, finance, marketing and real estate experience and business education to the Board of Directors. Real estate experience has become increasingly important to

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the company as it makes and considers significant real estate investments and as such, we believe Mr. Saravanos is well qualified to lead our real estate division. His financial sophistication is evidenced by his business education and his work experiences. For example, asinvestments. 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’sCompany’s performance, monitoring its financial disclosure, and evaluating growth opportunities. Important also, Mr. Saravanos has a substantial personal investment in the companyCompany and he played a large role in bringing initial investors to the company.

Directors whose present terms continue until 2018 (Class A):

James Macchiarola,age 67, has served on our board since November 12, 2013. From 1999 to 2015, Mr. Macchiarola served in various positions for the Clearwater, Florida office of Orange Business Services (formerly Equant), a global information technology and communications services provider and subsidiary of Orange S.A. (formerly France Telecom S.A.). From 2009 to 2015, he has served as its vice president and head of North American equipment resales and integration services. From 2007 to 2009, he was that company’s area sales vice president for the U.S. east coast and Canada. From 2003 to 2007, he was head of its integration services sales. From 2002 to 2003, he served as head of service operations for the Americas. From 1999 to 2003, he served as head of managed services. From 1994 to 1999, Mr. Macchiarola served as chief operating officer for Techforce, a U.S. based systems integrator. Before that he also did stints for Racal Datacom and Syncordia (1990 to 1994), AT&T Paradyne (1984 to 1990) and IBM Corp. (1969 to 1984).

Mr. Macchiarola brings considerable business, management, marketing, and systems experience to the Board of Directors. Information technology and systems knowledge has become increasingly important to the company as the growth of technology in the market becomes more and more sophisticated. In addition, the company expects Mr. Macchiarola will provide guidance and oversight in the direction of the company’s own information technology division. The marketing and sales experience gained by Mr. Macchiarola, for example, as vice president and head of North American equipment resales and integration services, will prove valuable as the company continues to grow and expand into new products and territories. Mr. Macchiarola serves on our governance and nominating committee and our compensation committee.

Harish M. Patel, age 59, has served on our Board of Directors since 2011. Since 2006, Mr. Patel has served as a director for Medenet, Inc., a medical software company based in St. Petersburg, Florida. From 1976 to 1987, Mr. Patel served in various capacities, including as director of sales, director of operations and director at large, for Colorama Photo Processing Laboratories, a family-owned photo processing business located in London, England which pioneered the provision of next day and same day photo processing services to retail outlets in Central London and later provided those services to other regions of the United Kingdom. From 1987 to 1992, Mr. Patel served in various capacities, including as director at large, for Colorama Pharmaceuticals Ltd., a family-owned start-up venture which distributed pharmaceuticals to the client base of the photo processing company. From 1992 to 2005, he served as director for Kwik Photo Retail Stores, a London-based, operator of stand-alone and in-store retail photo processing labs. During his tenure, that company expanded from 23 company-owned stores to over 100 outlets. In addition he established and managed a United States-based data processing subsidiary for that company. None of the foregoing companies are affiliated with our company. Mr. Patel studied business administration at South Bank Polytechnic in London. He has no familial relationship to Paresh Patel, our chief executive officer and chairman of the Board.

Mr. Patel brings a wide range of business and management experience to the Board of Directors. We expect Mr. Patel’s business and management experience will enhance oversight of the company’s business performance and financial disclosure. We believe also the knowledge he has gained from his experiences, in particular his knowledge of software systems and health care, will be valuable as the company considers and seeks growth opportunities. Also important, Mr. Patel has a substantial personal investment in the company. Mr. Patel serves on our audit and compensation committees.

Martin A. Traber, age 70, is a founder of the company and has been a director since its inception. Mr. Traber has over 30 years of experience in securities law and corporate finance. Since 1994, he has been a

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Arrangements as to Selection and Nomination of Directors

We are aware of no 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 George Apostolou, Wayne Burks, James Macchiarola, Harish M. Patel, Gregory Politis, and Martin A. Traber 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. Apostolou, the Board considered his role as a director of First Home Bank, where the company has approximately $15 million in deposits. In the view of the Board the amount of the deposits is not material to the company or the bank. In the case of Mr. Traber, the Board considered his role as a former partner of Foley & Lardner LLP, which provides legal services to the company, and determined thatcompany. Mr. Traber retired from the fees received by thepractice of law firm from us amount to less than 1% of the firm’s total revenue and considered also Mr. Traber’s personal financial substance, his other sources of incomeon January 31, 2017 and his lack of dependence upon legalretirement income from the firm is in no way impacted by fees derived from the company.

DIRECTOR COMPENSATION

The compensation of our non-employee directors is determined bycommittee determines the compensation committee.of ournon-employee directors.

Directors who are employees of the company do not receive any additional compensation for their service as directors. During 2015,2017, the company’snon-employee directors each received a cash payment in January, April, July and October of $25,000 for service to the company, which includes attendance at Board and committee meetings held during 2015.2017.

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The following table sets forth information with respect to compensation earned by each of our directors (other than “named executive officers”) during the year ended December 31, 2015.2017.

Forfeiture of Restricted Stock Awards

In response to demands made in 2013 by two shareholders, the directors and our chief executive officer agreed to forfeit effective March 2, 2016 portions of certain restricted common10

There were no stock awards granted to themnon-employee directors in 2013. Non-employee directors George Apostolou, Sanjay Madhu, Harish Patel, George Politis and Martin Traber and employee director Anthony Saravanos forfeited the 6,000 share tranche of their awards dated May 16, 2013 that would have vested one year after the closing price of HCI stock equaled or exceeded $50 for 20 consecutive trading days. Non-employee directors Wayne Burks and James Macchiarola forfeited two tranches totaling 12,000 shares of their awards dated November 11, 2013, consisting of 6,000 shares that would have vested one year after the closing price of HCI stock equaled or exceeded $50 for 20 consecutive trading days and 6,000 shares that would have vested one year after the closing price equaled or exceeded $95 for 20 consecutive trading days. Our chief executive officer Paresh Patel forfeited a 100,000 share tranche of his award dated May 16, 2013 that would have vested one year after the closing price of HCI stock equaled or exceeded $50 for 20 consecutive trading days.

2017. The aggregate number of stock awards outstanding for eachnon-employee director as of December 31, 2017 was as follows:

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COMPENSATION POLICIES RELATING 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.

TRANSACTIONS WITH RELATED PERSONS

Transactions

Oxbridge Reinsurance AgreementsLimited

Claddaugh Casualty Insurance Company, Ltd., ourthe company’s Bermuda domiciled captive reinsurer,reinsurance subsidiary, has a reinsurance treatiesagreement with Oxbridge Reinsurance Limited whereby a portion of the business assumed from ourthe company’s insurance subsidiary, Homeowners Choice Property & Casualty Insurance Company, Inc.HCPCI, is ceded by Claddaugh to Oxbridge. With respect to the period from June 1, 2014 through May 31, 2015, Oxbridge assumed $8.8 million of the total covered exposure for approximately $3.7 million in premiums. With respect to the period from June 1, 2015 through May 31, 2016, Oxbridge assumed $11.6 million$11,600,000 of the total covered exposure for $3,340,000 in premiums. With respect to the period from June 1, 2016 through May 31, 2017, Oxbridge assumed $6,000,000 of the total covered exposure for approximately $3.3 million$3,400,000 in premiums. In addition, Homeowners Choice had a reinsurance treaty with Oxbridge forWith respect to the period from June 1, 20142017 through May 31, 2015 under which2018, Oxbridge assumed $9.0 million$7,400,000 of the total covered exposure for approximately $1.2 million$3,400,000 in premiums. No such reinsurance treaty between Homeowners Choice and Oxbridge is in effect for the subsequent period from June 1, 2015 through May 31, 2016. The premiums charged by Oxbridge are at rates which management believes to be competitive with market rates available to Claddaugh and Homeowners Choice.Claddaugh. Oxbridge has deposited funds into trust accounts to satisfy certain collateral requirements under its reinsurance contractscontract with Homeowners Choice and Claddaugh. Trust assets may be withdrawn by Claddaugh, the trust beneficiary, which is either Homeowners Choice or Claddaugh, in the event amounts are due under the Oxbridge

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reinsurance agreements.agreement. Among the Oxbridge is the wholly-owned subsidiary of Oxbridge Re Holdings Limited, a NASDAQ listed company which includes among its shareholders are Paresh Patel, ourthe company’s chief executive officer, who is also chairman of the board of directors of Oxbridge Re Holdings Limited, and members of his immediate family and three of our the company’snon-employee directors including SanjayJay Madhu who serves as Oxbridge’s chairman of the board, president and chief executive officer.

First Home Bank

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Legal Services

OneThe company has approximately $15 million of ourdeposits at First Home Bank in Seminole, Florida. Our directors, Martin A. Traber, is a partnerAnthony Saravanos and George Apostolou, are also directors of First Home Bank and its holding company. The deposits earn interest at the law firm of Foley & Lardner LLP,bank’s ordinary and since our inception in 2007, the firm has provided legal representation to us. During 2015, Foley & Lardner LLP billed us approximately $50,000, which represents less than 1% of Foley & Lardner’s fee revenue. These services were provided on an arm’s-length basis, and paid for at fair market value. We believe that such services were performed on terms at least as favorable to us as those that would have been realized in transactions with unaffiliated entities or individuals.customary rates.

Policies for Approval or Ratification of Transactions with Related Persons

Our policy for approval or ratification of transactions with related persons is for those transactions to be reviewed and approved by a majority of disinterested directors. That policy is set forth in both our Code of Conduct (See Code of Ethics)Ethics below) and our Corporate Governance Guidelines. The policy provides no standards for approval. Directors apply their own individual judgment and discretion in deciding such matters.

ADVERSE INTERESTS

We are not aware of any material proceedings in which an executive officer or director is a party adverse to the company or has a material interest adverse to the company.company.

HEDGING POLICY

To ensure the interests of the company’s employees, officers and directors are aligned with the long-term interests of the company’s shareholders, the company has a hedging policy that prohibits employees, officers and directors from directly or indirectly engaging in hedging transactions related to the company’s securities that diminish the risks and rewards of their stock ownership, including the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, and the establishment of a short position in the company’s securities. The Board may waive this requirement when it deems appropriate.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of Forms 3, 4, and 5 filed for the year 2015,2017, we believe that all of our directors, officers, and 10% beneficial owners complied with all Section 16(a) filing requirements applicable to them. In addition, all such forms werethem except for Andrew Graham, Richard Allen and Anthony Saravanos who each filed timely.one Form 4 reporting one transaction seven days after the applicable due date.

CODE OF ETHICS

We have adopted a code of ethics applicable to all employees and directors, including our chief executive officer and chief financial officer. We have posted the text of our code of ethics to our internet web site:website: www.hcigroup.com. Select “Investor Information” at the top and then select “Corporate Governance” and then “Code of Conduct.” We intend to disclose any change to or waiver from our code of ethics by posting such change or waiver to our internet web sitewebsite within the same section as described above.

CORPORATE GOVERNANCE GUIDELINES

We have adopted Corporate Governance Guidelines to promote effective governance of the company. A current copy of our Corporate Governance Guidelines is available on our website www.hcigroup.com. Select “Investor Information” at the top and then select “Corporate Governance” and then “Corporate Governance Guidelines.”

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors held 1214 formal meetings during 2015. During 2015, no2017. No director attended less than 75% of the Board and applicable committee meetings.

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Board members are encouraged, but not required to attend the Annual Meeting of the Shareholders. Eight of our nine directors then serving attended the 20152017 Annual Meeting of the Shareholders.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

We have established procedures by which shareholders may communicate with members of the Board of Directors, individually or as a group. Shareholders wishing to communicate with the Board of Directors or a specifiedspecific member of the Board may send written communications addressed to: Board of Directors, HCI Group, Inc., c/o Andrew L. Graham, Secretary of the Corporation, 5300 West Cypress Street, Suite 100, Tampa, Florida 33607. The mailing envelope should clearly specify the intended recipient or recipients, which may be the Board

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of Directors as a group or an individual member of the Board. The communication should include the shareholder’s name and the number of shares owned. Communications that are not racially, ethically or religiously offensive, commercial, pornographic, obscene, vulgar, profane, defamatory, abusive, harassing, threatening, malicious, false or frivolous in nature will be promptly forwarded to the specified members of the Board of Directors. We have also established procedures by which all interested parties (not just shareholders) may communicate directly with ournon-management or independent directors as a group. Any interested party wishing to communicate with ournon-management or independent directors as a group may send written communications addressed to: Board of Directors, HCI Group, Inc., c/o Andrew L. Graham, Secretary of the Corporation, 5300 West Cypress Street, Suite 100, Tampa, Florida 33607. The mailing envelope should clearly specify the intended recipients, which may be thenon-management directors or the independent directors as a group. The Secretary will promptly forward the envelope for distribution to the intended recipients.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has an audit committee, a compensation committee, and a governance and nominating committee.

Audit Committee

The company has a separately-designated standing audit committee established in accordance with the Securities and Exchange Act of 1934. The audit committee’s responsibilities include the following:

The audit committee is composed of three members: Wayne Burks, its chairman, George Apostolou and Harish M. Patel. Since our common shares are listed on the New York Stock Exchange, we are governed by its listing standards. Accordingly, each member of the audit committee meets the independence tests set forth in Section 303A.02 of the New York Stock Exchange Listing Manual and the criteria for independence set forth inRule 10A-3(b)(1) of the Securities and Exchange Commission. The Board of Directors has determined that Mr. Burks is an audit committee financial expert. The Audit Committee met formally fourfive times during 20152017 and otherwise acted by unanimous written consent. The Board of Directors has adopted a written Audit Committee

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Charter. A current copy of the charter is available on our website www.hcigroup.com. Click “Investor Information” and then “Corporate Governance.”

Compensation Committee

The compensation committee’s responsibilities include the following:

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The compensation committee has the authority to determine the compensation of the named executive officers and thenon-employee directors and to make equity awards under the company’s 2012 Omnibus Incentive Plan. At least annually the compensation committee considers the results of the company’s operations and its financial position and makes compensation determinations. In December 2013,During 2017, the compensation committee engaged Frederic W. Cook & Co, Inc.,the services of Willis Towers Watson, a nationally recognized,leading compensation consultingadvisory firm, to reviewadvise and guide the company’s non-employee director compensation program. As a result of that consultation, the compensation committee established a new compensation program, effective in 2014, for our non-employee directors. The compensation committee did not engage or rely on consultants in determining compensation paid tofor our executive officers in 2015, instead relying on the judgment and knowledge of its own members. The compensation committee views the determination of such compensation to be a collaborative effort and accordingly it welcomes recommendations and advice from executive officers and other directors.officers. The compensation committee is currently composed of the following four members: Martin A. Traber, Chairman, George Apostolou,directors: James Macchiarola, chairman, Wayne Burks, Gregory Politis and Harish Patel, and Jim Macchiarola, each of whom meets the independence tests set forth in Section 303A.02 of the New York Stock Exchange Listing Manual. The compensation committee met formally four times during 20152017 and otherwise acted by unanimous written consent. The Board of Directors has adopted a formal compensation committee charter. A current copy of the compensation committee’s charter is available on our websitewww.hcigroup.com. www.hcigroup.com. Click “Investor Information” and then “Corporate Governance.” The compensation committee is committed to apay-for-performance focus and together with the full Board, to maintain open communications with institutional shareholders to address any executive compensation issues raised.shareholders.

Governance and Nominating Committee

The functions of the governance and nominating committee include the following:

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The governance and nominating committee is composed of three members: JimHarish Patel, chairman, James Macchiarola, Wayne Burks and Gregory Politis,George Apostolou, each of whom meets the independence tests set forth in Section 303A.02 of the New York Stock Exchange Listing Manual. The governance and nominating committee held two meetings in 2015.2017. The Board of Directors has adopted a written governance and nominating committee charter. A current copy of the charter is available on our website at www.hcigroup.com. Click “Investor Information” and then “Corporate Governance.”

Each of the proposed director nominees was recommended by the governance and nominating committee to the Board of Directors.

The governance and 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. In evaluating director candidates, the governance and nominating committee 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 and have such business, financial, technological or legal experience or education to enable them to make informed decisions on behalf of the company. The governance and nominating committee has not adopted a specific policy on diversity. However, in practice it has identified and recommended individuals of diverse ethnic, cultural and business backgrounds.

The governance and nominating committee will consider director candidates recommended by shareholders. Any shareholder wishing to recommend one or more director candidates should send the recommendations before November 1 of the year preceding the next annual meeting of shareholders to the Secretary of the Corporation, Andrew L. Graham, 5300 West Cypress Street, Suite 100, Tampa, Florida 33607. Each recommendation should set forth the candidate’s name, age, business address, business telephone number, residence address, and principal occupation or employment and any other attributes or factors the shareholder wishes the committee to consider, as well as the shareholder’s name, address and telephone number and the class and number of shares held. The Committee may require the recommended candidate to furnish additional information. The secretary will forward recommendations of qualified candidates to the governance and nominating committee and those candidates will be given the same consideration as all other candidates.

A shareholder wishing to nominate an individual for election to the Board of Directors at the Annual Meeting of the Shareholders rather than recommend a candidate to the Governance and Nominating Committee, must comply with the advance notice requirements set forth in our bylaws. See “Shareholder Proposals for Presentation at the 20172019 Annual Meeting” for further information.

Board of Directors Leadership StructureBOARD OF DIRECTORS LEADERSHIP STRUCTURE

Our business affairs and affairsoperations are managed under the direction of the Board of Directors. Under our current leadership structure, Paresh Patel serves as chairman of the boardBoard and chief executive officer. Mr. Patel’s role includes providing continuous feedback on the direction and performance of the company, serving as chairman of regular meetings of the Board of Directors, setting the agenda of meetings of the Board of Directors and leading the Board of Directors in anticipating and responding to changes in our business. Mr. Patel plays a significant role also in formulating and executing the company’s strategic plans, technology efforts and investment decisions. We believe boardBoard oversight and planning is a collaborative effort among the directors, each of whom has unique skills, experience and education, and this structure facilitates collaboration and communication among the directors and management and makes best use of their respective skills.

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The Board of Directors established a lead independent director position and adopted a Lead Independent Director Charter in March 2017. The independent directors then elected Gregory Politis to be the lead independent director. A current copy of the Lead Independent Director Charter is available on our website: www.hcigroup.com. Select “Investor Information” at the top and then select “Corporate Governance” and then “Lead Independent Director Charter.” The Board of Directors believes having a lead independent director will enhance management accountability to the Board of Directors.

The Lead Independent Director has the following responsibilities:

A vote of independent directors will be held annually to either elect a new lead independent director or to preside at meetingscontinue the term of the non-management directors. Rather at each such meetingexisting lead independent director. Mr. Politis also functions as a presiding director is elected by majority votechannel of communication between the directors present.Board and the company’s shareholders and may be reached as previously described under “Communications with the Board of Directors.” The Board of Directors periodicallycontinually reviews the boardeffectiveness of our Board leadership structure to evaluate whether the structure remains appropriate for the company and may determine to alter this leadership structure anytimeany time based on then existing circumstances.

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Board of Directors’ Role in Risk OversightBOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT

The Board of Directors plays a significant role in monitoring risks to the company. Where major risks are involved, the Board of Directors takes a direct role in reviewing those matters. For example, the Board of Directors annually reviews the level and design of our reinsurance program.programs. Reinsurance is insurance we buy from other insurance companies to cover hurricanes and other catastrophes. The Board of Directors also oversees our cybersecurity plans and efforts and typically approves strategic initiatives and large or unusual investments or other such expenditure of the company’s resources. The Board of Directors has established committees to assist in ensuring that material risks are identified and managed appropriately. Among them are the audit committee, the compensation committee, and the governance and nominating committee. The Board and its committees regularly review material operational, financial, compensation and compliance risks with executive management. The audit committee is responsible for assisting the Board of Directors in its oversight of the quality and integrity of our accounting, auditing, and reporting practices and discussing with management our processes to manage business and financial risk. The compensation committee considers risk in connection with its design of our compensation programs for our executives. The governance and nominating committee regularly reviews the company’s corporate governance structure and board committee assignments. Each committee regularly reports to the Board of Directors.

DIRECTOR SHARE OWNERSHIP POLICY

We have a director share ownership policy that generally requires new directors to acquire $200,000 of the company’s shares within five years of their initial election to the Board of Directors and then hold those shares until retirement from the Board.

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EXECUTIVE OFFICERS

The following table provides information with respect to our executive officers as of April 11, 2018:

Biographical information for Messrs. Patel and Saravanos appears above under the heading “Directors.”

Mark Harmsworthhas served as the chief financial officer of our company since May 2017. He joined the company in December 2016 as senior vice president of finance. Prior to that, Mr. Harmsworth was president of JMH Consultancy Group, where he served as consulting chief strategy officer for Stewart Information Services, a New York Stock Exchange listed global real estate services company. Mr. Harmsworth has served in a range of executive leadership positions throughout his career, including chief financial officer of First American Title Insurance Company, a global specialty insurance company, senior executive vice president of First Canadian Title Insurance Company and executive vice president of RE/MAX Ontario-Atlantic Canada Inc., a regionalsub-franchisor of RE/MAX real estate brokerage services in eastern Canada, the eastern United States and Europe. Mr. Harmsworth holds a Bachelor of Commerce degree from the University of Toronto. He is also a Certified Public Accountant.

Andrew L. Graham has served as our general counsel and corporate secretary since June 1, 2008. Mr. Graham served from 1999 to 2007 in various capacities, including general counsel, for Trinsic, Inc. (previously namedZ-Tel Technologies, Inc.), a publicly-held provider of communications services headquartered in Tampa, Florida. Since 2015, he has served as a director for LM Funding America, Inc., a NASDAQ listed specialty finance company headquartered in Tampa, Florida. From 2011 to 2016, Mr. Graham has 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 43,000 students annually. Mr. Graham holds a Bachelor of Science degree with a major in accounting from Florida State University and a Juris Doctor, as well as a Master of Laws (L.L.M.) in Taxation, from the University of Florida College of Law.

Karin Coleman has served as the executive vice president of our company since December 2017. She joined the company in 2009 as vice president of corporate services. Ms. Coleman oversees human resources, regulatory and legislative affairs, vendor management, and community relations. Prior to joining the company, Ms. Coleman served nine years as vice president of Take Stock in Children, located in Miami, Florida, the state’s largest public-private partnership providing college access and assistance toat-risk children, overseeing legislative and strategic partnerships. Previously, she served in various roles at Florida Progress Corporation located in St. Petersburg, Florida for more than 13 years. Ms. Coleman holds a Bachelor of Arts degree in International Studies from the University of South Florida and has earned her senior professional in human resources certification (SPHR).

ARRANGEMENTS AS TO SELECTION AND NOMINATION OF EXECUTIVE OFFICERS

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

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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, 2016.2018. At the Annual Meeting, shareholders will be asked to ratify the audit committee’s appointment of Dixon Hughes Goodman, LLP as the company’s independent registered public accounting firm. 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, LLP will be present at the Annual Meeting. The representatives will have an opportunity to make a statement and will be available to respond to appropriate questions.

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, LLP 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 VOTEFOR RATIFICATION OF THE APPOINTMENT OF DIXON HUGHES GOODMAN, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM — ITEM 2 ON YOUR PROXY CARD.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PRINCIPAL REGISTERED PUBLIC ACCOUNTING FIRMPrincipal Registered Public Accounting Firm

Dixon Hughes Goodman, LLP was our principal registered public accounting firm for 2015, 20142017 and 2013.2016.

AUDIT FEESAudit Fees

The following table sets forth the aggregate fees for services related to the years ended December 31, 20152017 and 20142016 provided by Dixon Hughes Goodman, LLP, our principal accountant:

PRE-APPROVAL POLICIESPre-Approval Policies

All auditing services andnon-auditing services arepre-approved by the audit committee. The audit committee has delegated this authority to the chairman of the audit committee for situations whenpre-approval by the full audit committee is inconvenient. Any decisions by the chairman of the audit committee must be disclosed at the next audit committee meeting.

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AUDIT COMMITTEE REPORT

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 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 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 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 Form10-K for the year ended December 31, 20152017 for filing with the Securities and Exchange Commission.

The audit committee has appointed Dixon Hughes Goodman, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2016.2018.

AUDIT COMMITTEE

Wayne Burks, Chairman

George Apostolou

Harish M. Patel

2019

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Compensation Discussion and AnalysisOFFICERS

The following discussion describes the principal objectives of our executive compensation programstable provides information with respect to our “named executive officers,” outlines those programs and describes how we believe our executive compensation programs meet our objectives. Our named executive officers as of April 11, 2018:

Biographical information for 2015 areMessrs. Patel and Saravanos appears above under the chief executive officer,heading “Directors.”

Mark Harmsworthhas served as the chief financial officer of our company since May 2017. He joined the company in December 2016 as senior vice president of finance. Prior to that, Mr. Harmsworth was president of JMH Consultancy Group, where he served as consulting chief strategy officer for Stewart Information Services, a New York Stock Exchange listed global real estate services company. Mr. Harmsworth has served in a range of executive leadership positions throughout his career, including chief financial officer of First American Title Insurance Company, a global specialty insurance company, senior executive vice president of First Canadian Title Insurance Company and executive vice president of RE/MAX Ontario-Atlantic Canada Inc., a regionalsub-franchisor of RE/MAX real estate brokerage services in eastern Canada, the eastern United States and Europe. Mr. Harmsworth holds a Bachelor of Commerce degree from the University of Toronto. He is also a Certified Public Accountant.

Andrew L. Graham has served as our general counsel and corporate secretary since June 1, 2008. Mr. Graham served from 1999 to 2007 in various capacities, including general counsel, for Trinsic, Inc. (previously namedZ-Tel Technologies, Inc.), a publicly-held provider of communications services headquartered in Tampa, Florida. Since 2015, he has served as a director for LM Funding America, Inc., a NASDAQ listed specialty finance company headquartered in Tampa, Florida. From 2011 to 2016, Mr. Graham has 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 43,000 students annually. Mr. Graham holds a Bachelor of Science degree with a major in accounting from Florida State University and a Juris Doctor, as well as a Master of Laws (L.L.M.) in Taxation, from the University of Florida College of Law.

Karin Coleman has served as the executive vice president of our real estate division, andcompany since December 2017. She joined the formercompany in 2009 as vice president of our propertycorporate services. Ms. Coleman oversees human resources, regulatory and casualty insurance division.legislative affairs, vendor management, and community relations. Prior to joining the company, Ms. Coleman served nine years as vice president of Take Stock in Children, located in Miami, Florida, the state’s largest public-private partnership providing college access and assistance toat-risk children, overseeing legislative and strategic partnerships. Previously, she served in various roles at Florida Progress Corporation located in St. Petersburg, Florida for more than 13 years. Ms. Coleman holds a Bachelor of Arts degree in International Studies from the University of South Florida and has earned her senior professional in human resources certification (SPHR).

OverviewARRANGEMENTS AS TO SELECTION AND NOMINATION OF EXECUTIVE OFFICERS

The compensation committee has the authority to set the compensationWe are aware of the named executive officers and to make equity awards under the company’s 2012 Omnibus Incentive Plan, which was approved by the shareholders in 2012. The main objectives of our executive compensation programs are to retain highly skilled executives and to align their pay with the company’s performance and shareholder returns so as to incentivize our executives to drive strong financial performance and increase shareholder value. Simply put our practice is to pay for performance. We believe these objectives were accomplished in 2015.

In aligning executive pay with the company’s performance and shareholder returns, we anticipate our chief executive officer will receive a significant portion of his cash compensation each year in the form of a performance bonus awarded under a bonus incentive plan established by the compensation committee pursuant to the company’s 2012 Omnibus Incentive Plan. In the case of our other executive officers, we anticipate they will receive a substantial portion of their compensation in the form of discretionary cash bonuses, equity awards, or a combination of both, as determined by the compensation committee in consultation with our chief executive officer.

The compensation committee uses a common sense approach to setting executive compensation, relying on the judgment and knowledge of its own membersno arrangements as to the talents,selection or appointment of executive officers

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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 work habits andcompany’s independent registered public accounting firm for the contributionsyear ending December 31, 2018. At the Annual Meeting, shareholders will be asked to ratify the audit committee’s appointment of Dixon Hughes Goodman, LLP as the company’s independent registered public accounting firm. 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, LLP will be present at the Annual Meeting. The representatives will have an opportunity to make a statement and will be available to respond to appropriate questions.

The persons named executive officers. in the enclosed proxy card intend, unless otherwise directed, to vote such proxy “FOR” ratification of the appointment of Dixon Hughes Goodman, LLP 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 VOTEFOR RATIFICATION OF THE APPOINTMENT OF DIXON HUGHES GOODMAN, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM — ITEM 2 ON YOUR PROXY CARD.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Principal Registered Public Accounting Firm

Dixon Hughes Goodman, LLP was our principal registered public accounting firm for 2017 and 2016.

Audit Fees

The committee, however, viewsfollowing table sets forth the determination of compensation to be a collaborative effort and accordingly it welcomes recommendations and advice from executive officers, other directors and shareholders. The company did not seek the advice of consultants or engage in benchmarking of total compensation or any material component of compensation with respectaggregate fees for services related to the amounts paidyears ended December 31, 2017 and 2016 provided by Dixon Hughes Goodman, LLP, our principal accountant:

Pre-Approval Policies

All auditing services andnon-auditing services arepre-approved by the audit committee. The audit committee has delegated this authority to the company’s named executive officers in 2015.

The compensation committee seeks to improve continually the company’s executive compensation programs. To that end the compensation committee discusses its compensation philosophy with the full Board at least annually before compensation is set for the year. The committee has a policy of allowing full Board discussion of executive compensation. The chairman of the compensationaudit committee gives timely reports to the Board regarding executive compensation, including the philosophy that drives the decisions, to ensure awareness and understandingfor situations whenpre-approval by the Board members. Thefull audit committee is inconvenient. Any decisions by the chairman of the compensationaudit committee also ensures open communications exist betweenmust be disclosed at the compensationnext audit committee and the company’s largest shareholders to discuss executive compensation. The chairman reports to the committee and the Board any material issues raised during these discussions and the committee and the Board in good faith address those issues.

During 2015, our chief executive officer was compensated with a flat annual salary and a cash performance bonus. The annual salary was $500,000. The cash performance bonus was awarded pursuant to a bonus incentive plan established in 2015 for the chief executive officer by a subcommittee of the compensation committee (excluding the chairman). The salient features of the bonus incentive plan were a performance goal of the company recording at least $75 million of earnings before interest and provision for income taxes during the measurement period and if that performance goal were to be met, the chief executive officer would qualify for a cash bonus equal to 3.25% of earnings before interest and provision for income taxes for the measurement period (after adjustments for various items, including bonuses, asset sales and unusual, nonrecurring items). The measurement period for the 2015 bonus was the period from December 1, 2014 through November 30, 2015. The

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cash performance bonus was subject to downward adjustment at the discretionAUDIT COMMITTEE REPORT

TO: The Board of Directors of HCI Group, Inc.

The audit committee oversees the compensation subcommittee. In addition, in the event the company were to be required to restate its financial statements due to material noncompliance with any financial reporting requirement, Mr. Patel would be required to repay any portion of this bonus compensation that would not have been awarded under the restated financial statements. In setting the performance goal, the subcommittee determined that earnings before interest expense and the provision for income taxes was an appropriate measure of operating performance. The cash performance bonus awarded under this incentive plan amounted to $4,000,000, or 3.25% of earnings before interest and provision for income taxes for the measurement period. It was paid in December 2015.

In January 2016 our compensation committee and Mr. Patel agreed to amend his employment agreement to set his annual salary at $950,000 but also to terminate the agreement at December 31, 2016. A subcommittee of the compensation committee (excluding the chairman) also established a cash bonus plan for Mr. Patel for 2016. (See “Employment Agreements.”)

In establishing the 2015 bonus incentive plan for the chief executive officer, the compensation subcommittee considered not only his exceptional talents, work habits and contributions to the success of the company, but it also considered various risks and mitigating factors that might be associated with the plan. Among the considerations were the cliff vesting nature of the performance goal and the use of a percentage bonus could encourage the chief executive to manage earnings by deferring expenses, increasing the level of catastrophic risk retained by the company or lowering insurance underwriting standards. The mitigating factors were the level of company stock held by the chief executive officer, the use of auditors and actuaries, regulatory oversight, and the numerous people involved in such decisions, including often the Board members. Board members, for example, are involved in determining the level of catastrophic risk retained by the company.

Each of our other named executive officers received a significant portion of his 2015 compensation in the form of discretionary bonus awards, equity awards, or a combination of cash bonus and equity awards. Consistent with the 2015 award to our chief executive officer, cash bonuses were paid in December 2015. Cash bonus and equity awards to our named executive officers are at the discretion of the compensation committee, and as such, we have no set policy for allocating between long-term and currently paid out compensation nor do we have an established policy for the allocation between cash and non-cash compensation. The members of the compensation committee rely on their own judgment and experience in making such allocations. However, in awarding compensation to executives who received equity awards in 2013, the compensation committee will consider the size, price and value of those awards in determining future compensation so that long-term compensation reflects performance.

In our 2013 annual meeting we held a say-on-pay vote for our shareholders who approved the compensation of executive officers and also approved the frequency of such say-on-pay vote to take place every three years. These results agreed with the Board’s recommendations to shareholders. Our 2016 Annual Shareholders Meeting will provide shareholders a second opportunity to vote for or against the Company’s executive compensation policy (Matter No. 3).

Effective July 1, 2013, the company implemented a 401(k) Safe Harbor Profit Sharing Plan (“401(k) Plan”) that qualifies as a defined contribution plan under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees are eligible for company matching and discretionary profit sharing contributions. Plan participants may elect to defer up to one hundred percent of their pre-tax gross wages, subject to annual limitations. The company matching contribution is limited to a maximum of four percent of the employee’s annual salary or wage and is fully vested when contributed. Eligibility and vesting of the company’s discretionary profit sharing contribution is subject to the plan participant’s years of service. There has been no discretionary profit sharing contribution since the 401(k) Plan’s inception.

In April 2016, the company amended its 2012 Omnibus Incentive Plan to reduce the annual maximum number of sharesprocesses of HCI Group, Inc. common stock that may be granted to an individual in connection with stock based awards made under the Plan from one million to 250,000.

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2015 Company Performance

The company generated strong financial performance and increased shareholder value in 2015:

2015 Compensation

Compensation decisions reflect the company’s commitment to align our executive compensation with performance:

In addition to the above summary, we urge our shareholders to readacceptability, of the informationaccounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the Executive Compensationfinancial statements.

The audit committee 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 Related Information section,expressing an opinion on the Summary Compensation Table,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 other compensation tablesthe 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 disclosures containedhas discussed with the independent accountant the independent accountant’s independence.

The audit committee 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 this proxy statementthe company’s Annual Report on Form10-K for more details about our executive compensation program.the year ended December 31, 2017 for filing with the Securities and Exchange Commission.

The audit committee has appointed Dixon Hughes Goodman, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2018.

AUDIT COMMITTEE

Wayne Burks, Chairman

George Apostolou

Harish M. Patel

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EXECUTIVE OFFICERS

The following table provides information with respect to our executive officers as of April 20, 2016:11, 2018:

Biographical information for Messrs. Patel and Saravanos appears above under the heading “Directors.”

Richard R. AllenMark Harmsworthhas served as the chief financial officer of our companiescompany since November 2006 and also servesMay 2017. He joined the company in December 2016 as senior vice president of finance. Prior to that, Mr. Harmsworth was president of JMH Consultancy Group, where he served as consulting chief strategy officer for Stewart Information Services, a directorNew York Stock Exchange listed global real estate services company. Mr. Harmsworth has served in a range of our subsidiary, Claddaugh Casualty Insurance Company, Ltd. He is additionally the treasurer of TypTap Insurance Company, the Company’s new Florida residential property insurer formed in January 2016. Mr. Allen has over thirty years of experience in property and casualty insurance finance and management to include agency/broker relations, reinsurance and financial controls and reporting and third party administration. He has held variousexecutive leadership positions with several insurance companies asthroughout his career, including chief financial officer controller and senior accounting manager. From 1999 to 2005, Mr. Allen served as the internal auditor of Anthem Blue Cross and Blue Shield. From 1996 to 1998, Mr. Allen served as controller for Symons International

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Group. From 1994 to 1996, Mr. Allen served as controller/treasurer of Coronet Insurance. In addition, Mr. Allen served as the budget/cost manager of Bankers Life and Casualty from 1982 to 1990, and as the controller of Bankers StandardFirst American Title Insurance Company, an affiliatea global specialty insurance company, senior executive vice president of CIGNA, from 1969 to 1981. He has experienceFirst Canadian Title Insurance Company and executive vice president of RE/MAX Ontario-Atlantic Canada Inc., a regionalsub-franchisor of RE/MAX real estate brokerage services in forensic accountingeastern Canada, the eastern United States and has participated asEurope. Mr. Harmsworth holds a consultant in numerous projects with state insurance departments. Mr. Allen earned his Bachelor of Science DegreeCommerce degree from Quincythe University in Quincy, Illinois.of Toronto. He is also a Certified Public Accountant.

Andrew L. Graham has served as our general counsel and corporate secretary since June 1, 2008 and also currently serves as our corporate secretary. He is additionally the corporate secretary of TypTap Insurance Company, the Company’s new Florida residential property insurer formed in January 2016.2008. Mr. Graham served from 1999 to 2007 in various capacities, including general counsel, for Trinsic, Inc. (previously namedZ-Tel Technologies, Inc.), a publicly-held provider of communications services headquartered in Tampa, Florida. Since 2015, he has served as a director for LM Funding America, Inc., a NASDAQ listed specialty finance company headquartered in Tampa, Florida. From 2011 to 2016, Mr. Graham has 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 28,00043,000 students annually. Since 2015, he has served as a director for LM Funding America, Inc., a NASDAQ listed specialty finance company headquartered in Tampa, Florida. Mr. Graham holds a Bachelor of Science degree with a major in accounting from Florida State University and a Juris Doctor, as well as a Master of Laws (L.L.M.) in Taxation, from the University of Florida College of Law.

FORMER EXECUTIVE OFFICER

Scott R. WallaceKarin Coleman has served as the executive vice president of our property and casualty division from April 16, 2012 until his retirement effective May 31, 2015. As such he servedcompany since December 2017. She joined the company in 2009 as vice president of Homeowners Choice Property & Casualty Insurance Company, Inc., our principal operating subsidiary. Mr. Wallace had over 30corporate services. Ms. Coleman oversees human resources, regulatory and legislative affairs, vendor management, and community relations. Prior to joining the company, Ms. Coleman served nine years as vice president of propertyTake Stock in Children, located in Miami, Florida, the state’s largest public-private partnership providing college access and casualty insuranceassistance toat-risk children, overseeing legislative and reinsurance experience. From 2006 to 2012, hestrategic partnerships. Previously, she served in various capacities, including from 2007 to 2012 as the president, chief executive officer and executive director of Citizens Property Insurance Corporation, Florida’s state backed property insurer, where he was responsible for management and operations of Florida’s largest homeowners insurance company. From 1992 to 2005, he served in various executive roles at W.R. BerkleyFlorida Progress Corporation a multi-billion dollar New York Stock Exchange-listed insurance holding company. Mr. Wallace heldlocated in St. Petersburg, Florida for more than 13 years. Ms. Coleman holds a Bachelor of ScienceArts degree in marketingInternational Studies from Arizona State University.the University of South Florida and has earned her senior professional in human resources certification (SPHR).

ROLEARRANGEMENTS AS TO SELECTION AND NOMINATION OF EXECUTIVE OFFICERS

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

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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, 2018. At the Annual Meeting, shareholders will be asked to ratify the audit committee’s appointment of Dixon Hughes Goodman, LLP as the company’s independent registered public accounting firm. 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, LLP will be present at the Annual Meeting. The representatives will have an opportunity to make a statement and will be available to respond to appropriate questions.

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, LLP 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 VOTEFOR RATIFICATION OF THE APPOINTMENT OF DIXON HUGHES GOODMAN, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM — ITEM 2 ON YOUR PROXY CARD.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Principal Registered Public Accounting Firm

Dixon Hughes Goodman, LLP was our principal registered public accounting firm for 2017 and 2016.

Audit Fees

The following table sets forth the aggregate fees for services related to the years ended December 31, 2017 and 2016 provided by Dixon Hughes Goodman, LLP, our principal accountant:

Pre-Approval Policies

All auditing services andnon-auditing services arepre-approved by the audit committee. The audit committee has delegated this authority to the chairman of the audit committee for situations whenpre-approval by the full audit committee is inconvenient. Any decisions by the chairman of the audit committee must be disclosed at the next audit committee meeting.

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AUDIT COMMITTEE REPORT

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 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 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 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 Form10-K for the year ended December 31, 2017 for filing with the Securities and Exchange Commission.

The audit committee has appointed Dixon Hughes Goodman, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2018.

AUDIT COMMITTEE

Wayne Burks, Chairman

George Apostolou

Harish M. Patel

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EXECUTIVE COMPENSATION AND MANAGEMENT IN RELATED INFORMATION

COMPENSATION DECISIONSCOMMITTEE REPORT

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 Form10-K for the fiscal year ended December 31, 2017.

COMPENSATION COMMITTEE

Jim Macchiarola, Chairman

Wayne Burks

Gregory Politis

Harish Patel

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The following discussion describes the principal objectives of our executive compensation programs with respect to our “named executive officers,” outlines those programs, and describes how we believe our executive compensation programs meet our objectives. The following individuals served as named executive officers during 2017:

Under our compensation committee charter, the compensation committee has the authority to set the compensation forof the named executive officers and to grant equity awards under the company’s 2012 Omnibus Incentive Plan.

Principal Objectives

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

We view corporate performance not just financially, but broadly to include numerous nonfinancial, qualitative factors, 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.

As no formula or set of metrics can appropriately capture all the drivers of performance, or substitute for sound management, the compensation committee retains discretion in awarding cash, equity and other benefits to executives.

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How We Make Compensation Decisions

Generally.The compensation committee uses a common-sense approach to setting executive compensation, relying in part on the judgment and knowledge of its own members as to the talents, the work habits and the contributions of the executive officers. The committee, however, views the determination of compensation to be a collaborative effort, and, accordingly, it welcomes and seeks out recommendations and advice from executive officers, other directors and shareholders. The committee has a policy of allowing full Board discussion of executive compensation philosophy, programs and implementation. At least annually, before executive compensation is set for the year, the 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 and the philosophy that drives them. The chairman of the compensation committee ensures open communications exist between the compensation committee and the company’s largest shareholders to discuss executive compensation. The chairman reports to the committee and the Board of Directors any material issues raised during these discussions and the committee and the Board of Directors in good faith address those issues.

In awarding compensation to executives who received equity awards in 2013, the compensation committee considers the size, price and value of those awards in determining future compensation so that long-term compensation reflects performance.

Role of Compensation Consultant. To assist in determining compensation to our executive officers, the company engaged the services of Willis Towers Watson, a leading compensation advisory firm. In 2016, Willis Towers Watson primarily assisted the committee in understanding market compensation practices and levels, which is important in ensuring our executive programs are reasonably designed to attract and retain highly skilled executives in a competitive environment. In 2017, Willis Towers Watson assisted the compensation committee in a complete review and redesign of the chief executive officer’s compensation plan.

Shareholder Outreach. The compensation committee considers the views of shareholders in making compensation decisions. During 2017, the compensation committee conducted a series of shareholder outreach initiatives. The committee focused the outreach on the top 20 largest shareholders, representing approximately 82% of our outstanding common stock. During the fiscal year, the committee chairman engaged in dialogue with seven shareholders representing 42% of our company’s outstanding common stock. The committee chairman also held discussions with three of the top proxy advisory firms to learn more about emerging trends in the areas of executive compensation, board quality and composition, and human capital.

Role of Executive Officers and Management in Compensation Decisions. The committee views compensation decisions to be a collaborative effort and, accordingly, it welcomes recommendations and advice from executive officers and other directors. In setting compensation of the named executive officers other than the chief executive officer, the compensation committee invites the chief executive officer and other executives to attend committee meetings. At such meetings, Chief Executive Officer Patel presents to the compensation committee his evaluation of each named executive officer’s performance during the year and makes recommendations to the compensation committee regarding base salaries, bonus targets, performance goals, and equity compensation. The compensation committee has full authority to accept, modify or reject these recommendations. The compensation committee typically discusses Mr. Patel’s compensation package and related proposals with him. However, the compensation committee makes all final decisions related to Mr. Patel’s compensation without Mr. Patel present.

ARRANGEMENTS AS TO SELECTION AND NOMINATION OF EXECUTIVE OFFICERS

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

PENSION OR OTHER RETIREMENT PLAN AND DEFERRED COMPENSATION PLANS

Except for the company’s 401(k) Safe Harbor Profit Sharing Plan described above under “Compensation DiscussionAccounting and Analysis,” we have not had and currently do not have a pension or other retirement plan or a nonqualified deferred compensation plan. Accordingly, the pension benefit table, the nonqualified deferred compensation table, and any related disclosures have been omitted from the discussion below. The company’s 401(k) matching contributions are described in footnote 4 to the Summary Compensation Table below.

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ACCOUNTING AND TAX CONSIDERATIONS

Tax Considerations.In designing our compensation programs, we consider the potential accounting and tax effects on the company and our employees. In allocating among different components of compensation, we consider the accounting expense and potential reward associated with each separate component of compensation.

To assist with the payment of their income taxes, when their restricted shares vest or their stock options are exercised, our executives are entitled to surrender a portion of their holdings to the company in lieu of income withholding.

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We also seek to providetax-advantaged benefits for employees where practical and affordable. In selecting the components of our compensation program and allocating among them, we consider whether the component may be “performance-based” compensation for purposes of Section 162(m) of the Internal Revenue Service Code. Under Section 162(m), the company receives a federal income tax deduction for compensation paid to its chief executive officer and the three other most highly compensated executive officers only if the individual compensation is less than $1 million during any year or is “performance-based” under Section 162(m). All“performance-based.” In 2017, $286,000 of executive officer compensation paid to our executive officers in 2015 was determined to be nondeductible under Section 162(m).

2017 Company Performance

Also, in the opinion of the committee, the company’s response to Hurricanes Irma was well executed, and the costs of reinsurance and the risks associated with insurance claims in South Florida were well managed.

2017 Executive Compensation

The compensation committee has determined that pay packages comprising of (1) a base salary; (2) a short-term cash incentive; and 3) a long-term equity- based incentive, including restricted stock awards and stock purchase options, best align executive compensation with corporate performance and align the interests of our executives with the interests of our shareholders.

Base Salaries. The base annual salaries of our named executive officers in 2017 were as follows.

The base salaries were unchanged from 2016 to 2017.

Cash Bonuses.In 2017, the committee awarded the following discretionary cash bonuses:

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With the assistance of our compensation consultant, Willis Towers Watson, in 2017 the compensation committee established an Executive Cash Bonus Plan for our chief executive officer, Paresh Patel. The plan was designed to retain Mr. Patel, align his compensation with performance, align his interests with the interests of the shareholders and ensure a portion of his compensation qualified as “performance based” under Section 162(m) of the Internal Revenue Code. (See discussion of Section 162(m) above under “Accounting and Tax Considerations.”) Under the plan, Mr. Patel would have qualified for a cash bonus if the company had met either of two performance targets consisting of earnings before interest expense and return on equity. The performance goals were not met in large part due to losses attributable to Hurricane Irma. Regardless of whether the goals of a bonus plan are met, the compensation committee has the discretion to award a cash bonus to the chief executive officer. The committee opted not to exercise discretion to award a cash bonus to Mr. Patel outside of the plan.

In 2017, Mr. Harmsworth was entitled to a cash bonus of not less than $100,000 under his executive employment agreement executed at the inception of his employment in 2016. The discretionary bonuses paid to the other named executive officers were less than those awarded in 2016. In awarding the bonuses, the compensation committee acknowledged the company’s well executed response to Hurricane Irma and the advancement of several strategic initiatives during 2017 in technology, real estate and flood insurance. The bonuses to named executive officers, excluding Mr. Patel, collectively comprised 27% of their total cash compensation.

Equity Based Compensation. Mr. Patel received awards of 40,000 shares of restricted stock and 110,000 stock purchase options during 2017. Each award is subject to a four-year vesting period. These equity awards represent 69% of his total compensation. Mr. Harmsworth received 1,000 shares of restricted stock subject to a four-year vesting period in 2017. The other named executive officers each received 2,500 shares of restricted stock subject to a four-year vesting period which was the same number of restricted shares received in 2016. See the description, table, and footnotes under “Grants of Plan-Based Awards for 2017” for more detail. Collectively, the equity-based compensation of the named executive officers, excluding Mr. Patel, represented 23% of their total compensation. The committee views these grants as important in retaining these individuals, aligning their compensation with long-term corporate performance and aligning their interests with the long-term interests of the shareholders.

Chief Executive Officer Compensation

Overview. During 2016 and 2017, the compensation committee, with the assistance of Willis Towers Watson, a leading compensation consulting firm, fully deductible. Ourreviewed and completely redesigned the compensation program of our chief executive officer, Paresh Patel.

The compensation committee reviews and reestablishes Mr. Patel’s compensation program each year. For 2017, the program consisted of three components, $950,000 annual base salary, $1,900,000 targeted incentive cash bonus, and approximately $2,835,788 in equity, for a total of $5,685,788 target compensation. Among his insurance and software industry peers, the package ranks between approximately the 75^th and 90^th percentiles. The committee believed the higher end of the range was warranted because of Mr. Patel’s unique combination of insurance experience and technology skills. In previous years, Mr. Patel’s compensation was weighted toward cash bonuses. His compensation is now weighted more heavily toward equity-based compensation.

In the opinion of the committee this combination cash salary, cash incentive bonus and equity awards best ensured retention of our chief executive officer, aligned his pay with corporate performance and the interests of shareholders, and ensured income tax deductibility of his compensation.

Peer Groups. To assist the compensation committee in benchmarking and conducting other pay level and incentive design analysis, Willis Towers Watson developed two peer groups of companies representing the potential talent market for the company’s executive positions: the insurance industry and the software industry. While the company’s primary business is property and casualty insurance, its future success relies on the

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development of unique software technologies. The companies within each peer group were all U.S. based publicly held companies similar in size to our company. The selected peer companies are below.

Chief Executive Officer Base Salary. The compensation committee set the chief executive officer’s base salary at $950,000. That amount positions Mr. Patel near the median of his insurance industry peers and the near the 90^th percentile of his software industry peers.

Chief Executive Officer Incentive Cash Bonus Plan. In March 2017, with the assistance of Willis Towers Watson, the compensation committee established an Executive Cash Bonus Plan to outline the incentive cash bonus available to be earned by Mr. Patel for 2017. Under the Plan, the bonus was based on two performance measures, earnings before interest and taxes (“EBIT”) and return on equity (“ROE”), with each performance measure given equal weight. The targets were $67 million of EBIT and 14% in ROE. A bonus could be paid under either or both performance measures, but only if at least 70% of an applicable performance measure was achieved.

The compensation committee concluded that EBIT and ROE best represented the company’s financial performance and thus best served as metrics that aligned the chief executive officer’s compensation with performance and aligned his interests with the interests of the shareholders. In addition, EBIT and ROE were readily comparable with peer group companies for benchmarking. The performance targets were based on budgets prepared under the guidance of the chief financial officer. The target payouts were set by the committee at 100% and 200% of base annual salary. At the lower levels the targets and payouts were designed to be reasonably achievable and to reward the chief executive officer for continued, consistent performance. At the higher levels, they were designed to reward the chief executive officer for extraordinary performance. The performance measures and possible bonus payouts are summarized below.

The company’s 2017 financial performance was adversely affected by losses sustained from Hurricane Irma in September 2017 and as such, Mr. Patel did not meet his performance targets and was not eligible for a bonus under the Plan. In addition, although the compensation committee had the discretion to award a cash bonus outside of the Plan, it did not do so.

Chief Executive Officer Equity Based Compensation. During 2017, Mr. Patel was awarded 40,000 shares of restricted stock and 110,000 stock purchase options having an exercise price of $40 per share. Each award is

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subject to afour-year vesting period. Spreading this vesting over four years was intended to encourage long term retention. The committee plans to award new tranches of equity compensation annually, which we believe is typical industry practice.

CEO Employment Agreement. On December 30, 2016, the company and our chief executive officer, Paresh Patel, entered into an executive employment agreement. The agreement calls for a four-year term of employment beginning January 1, 2017 and an annual base salary of $950,000. (See “Employment Agreements.”)

SHAREHOLDER VOTES

At our 2016 annual shareholders’ meeting, the votes FOR and AGAINST approval on an advisory basis of our executive compensation was 3,620,049 FOR and 4,375,332 AGAINST, with 76,366 abstaining. In addition, at our 2015 annual shareholders’ meeting the chairman of our compensation committee, Martin Traber, received fewer “FOR” votes than abstentions. In 2015, the Board of Directors responded to Mr. Traber’s vote totals with a full Board discussion (excluding Mr. Traber) and determined that Mr. Traber was a very valuable member of the Board and should continue serving as a Board member. In addition, the Board made several changes to the 2012 Omnibus Incentive Plan was designedlimiting the discretion of the Board and compensation committee to permitmake certain awards. In 2016, the Board responded further by rotating Mr. Traber and director George Apostolou off the compensation committee, adding independent directors Gregory Politis and Wayne Burks to awardthe committee and appointing director Jim Macchiarola chairman of the compensation thatcommittee. (Mr. Traber has declined to seekre-election to the Board in 2018.) In addition, the compensation committee responded by engaging a leading compensation advisory firm, Willis Towers Watson, to assist it in undertaking a full review and redesign of chief executive officer compensation. Further, in 2017, the compensation committee conducted a series of shareholder outreach initiatives. (See “Shareholder Outreach” within this discussion above.)

At our 2017 shareholders’ meeting, Wayne Burks, Jay Madhu and Anthony Saravanos werere-elected to the Board with the following vote totals. Mr. Burks is “performance-based” and thus fully tax-deductible bya member of the company. Under Code Section 162(m), when a plan provides for compensation that is intended to be “performance-based,”committee.

In addition, the plan must be re-approved by shareholders at least every five years in order for new compensationmaterial terms of the performance goals under the plan to be fully deductible for federal tax purposes. Ourcompany’s 2012 Omnibus Incentive Plan waswere approved by our shareholders atwith the 2012 Annual Meetingfollowing vote totals.

While, we view these results as a significant improvement from previous years, the compensation committee strives for continuous improvement and intends to continue its shareholder outreach and other efforts.

401(k) PLAN.

The company has a 401(k) Safe Harbor Profit Sharing Plan that qualifies as a defined contribution plan under Section 401(k) of Shareholders.

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PENSION OR OTHER RETIREMENT PLAN AND DEFERRED COMPENSATION PLANS

Except for the company’s 401(k) Safe Harbor Profit Sharing Plan described above under “Compensation Discussion and Analysis,” we have not had and currently do not have a pension or other retirement plan or a nonqualified deferred compensation plan. Accordingly, the pension benefit table, the nonqualified deferred compensation table, and any related disclosures have been omitted from the discussion below. The company’s 401(k) matching contributions are described in footnote 1 to the Summary Compensation Table below.

SUMMARY COMPENSATION TABLE

The following table provides summary information concerning compensation for services rendered in all capacities awarded to, earned by or paid to our named executive officers during the years ended December 31, 2015, 20142017, 2016 and 2013.2015. Note that Securities and Exchange Commission rules require us to report stock awards at the grant-date fair value of the entire award in the year of the grant rather than reporting this expense over the service period as we do for financial reporting purposes. Fair value of thestock and stock option awards is estimated in accordance with Accounting Standards Codification (ASC) Topic 718 using methodologies that include various factors such as estimated cost of capital, market value, expected price volatility and expected dividends.“Compensation—Stock Compensation.” Hence, in the table below, each amount appearing under “Stock Awards” and “Option Awards” is an estimate of the award’s fair value at the grant date, regardless of whether vesting has occurred. In the case of the stock award to Mr. Patel in 2013, 100,000 shares vested in 2013 whereas the applicable market based target has not been met related to the remaining 300,000 shares outstanding at December 31, 2015, of which 100,000 were forfeited in March 2016. Similarly,Stock awards included in the case ofsummary compensation below were, in all cases, restricted stock awards that contain service-only provisions. Thus, the 2013 stock award to Mr. Saravanos, 6,000 shares vested in 2013 while the applicable market based target has not been met related to the remaining 18,000 shares outstanding at December 31, 2015, of which 6,000 were forfeited in March 2016. The estimated values of the stockgiven for these awards are based in part upon predictionson the value of future events.the company’s stock on the grant date. The actual values on the vesting date will almost certainly differ from the estimated values.

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Employment AgreementsEMPLOYMENT AGREEMENTS

Certain executives’ compensation and other arrangements are set forth in employment agreements. These employment agreements are described below.

Paresh Patel. Mr. Patel’s currentOn December 30, 2016, we entered into an employment agreement commenced July 1, 2011 upon the beginning of his service aswith Mr. Paresh Patel, our chief executive officer. The agreement hadcalls for a three yearfour-year term of employment beginning January 1, 2017 and will automatically renew for additionalone-year terms unless either party delivers written notice ofnon-renewal to the other at least 90 days before expiration of the initial term which has been renewed for successive one year periods.or any renewal term. During the term of the agreement, Mr. Patel has beenwill be paid a base annual salary of $500,000 plus$950,000 (or a higher amount as may be set from time to time by the company’s Board of Directors). He will be entitled to any additional bonus compensation provided for by resolution of the company’s Board of Directors or applicable committee of the Board of Directors. Mr. Patel will also be entitled to participate in our medical, dental, life, disability and retirement benefits plans, if any, upon substantially the same terms applicable to other company executives.

In January 2016, Mr. Patel’s employment agreement was amended to set his annual base compensation at $950,000 and to terminate the agreement at December 31, 2016. Prior to suchevent of termination date, our compensation committee plans to negotiate and enter into a new employment agreement with Mr. Patel.

without good cause, Mr. Patel will be entitled to severance payments of not less than one year’saccrued base salary, ifaccrued vacation pay, and other time off, each through the company non-renews his employment or terminates his employment without good cause. Mr. Patel’s employment agreement provides that in the event he is terminated without good cause and within three yearsdate of a change in control of the company, Mr. Pateltermination. He will also be entitled to receive a one-time, lump sum severance payment (due upon termination) equal to 2.9 timescompensation of his base salary for six months after the total amountdate of Mr. Patel’s annual base salary.termination. If we terminate Mr. Patel’s employment for good cause, he will only be entitled to the unpaidaccrued base salary, and accrued vacation owing to him uppay, and other paid time off, each through and including the date of termination. If Mr. Patel chooses to terminate his employment, he will only be entitled to the unpaidaccrued base salary and accrued vacation owing to him uppay and other paid time off, each through and including the date of termination. The agreement contains restrictionsprovides that during the time of Mr. Patel’s employment and for a period of six months after termination of employment, he will not enter into, engage in, be employed or consult with any business which competes with the company.

Mark Harmsworth.OnNovember23, 2016, we enteredinto an employment agreement with Mr. Harmsworth, our chief financial officer. Mr. Harmsworth initially served as senior vice president of finance and later assumed the role of chief financial officer on competitionMay 16, 2017. The agreement calls for a four-year term of employment beginning on December 5, 2016 and protectionswill automatically renew for confidential information.

In January 2016,additionalone-year terms unless either party delivers written notice ofnon-renewal at least 90 days before expiration of the initial term or any renewal term.During the term of the agreement, Mr. Harmsworth will be paid a special subcommitteebase annual salary of our compensation committee (excluding$300,000 (or higher amount as may be set from time to time by the chairman) established forcompany’s Board of Directors). Mr. Patel a cash performanceHarmsworth was paid an initial signing bonus plan for 2016. Under the plan, Mr. Patel will qualify for a

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cash performance bonus if the company, on a consolidated basis, for the one year period beginning December 1, 2015 and ending November 30, 2016 reports earnings before interest expense and the provision for income taxes of at least $75 million after excluding the following items:2017, Mr. Harmsworth is entitled to a bonus under this plan;of not less than $100,000. He is entitled to any gainsadditional compensation provided by resolution of the company’s Board of Directors or losses fromapplicable committee of the saleBoard of assets outsideDirectors. Mr. Harmsworth was awarded 40,000 shares of restricted stock subject to a four-year vesting period. He is also entitled to participate in our medical, dental, life, disability and retirement benefits plans, if any, upon substantially the ordinary course of business; any gains or losses from discontinued operations; any extraordinary gains or losses; the effects of accounting changes; any unusual, nonrecurring, transitional, one-time or similar items or charges; and the diluted impact of goodwill on acquisitions. If the performance goal is met, Mr. Patel will qualify for a cash bonus equalsame terms applicable to 3% of earnings before interest and the provision for income taxes for the annual period described above, adjusted as previously described. The compensation subcommittee has the discretion to reduce the bonus amount. Mr. Patel has agreed thatother company executives.

Under his employment agreement, in the event of termination without good cause, Mr. Harmsworth is entitled to accrued base salary, accrued vacation pay, and other time off, each through the company is requireddate of termination. He will also be entitled to restate its financial statements dueseverance compensation of his base salary for 12 months after the date of termination. If we terminate Mr. Harmsworth’s employment for good cause, he will only be entitled to material noncomplianceaccrued base salary, and accrued paid time off, each through the date of termination. If Mr. Harmsworth chooses to terminate his employment, he will be entitled to accrued base salary and accrued paid time off, each through the date of termination. The agreement provides that during the time of Mr. Harmsworth’s employment and for a period of 12 months after termination of employment, he will not enter into, engage in, be employed or consult with any financial reporting requirement hebusiness which competes with the company.

Mr. Harmsworth’s restricted stock agreement with respect to the 40,000 shares awarded to him at the beginning of his employment provides that if his employment is terminated without good cause, then up to 10,000 of his remaining unvested shares will repay any portion of this bonus compensation that would not have been awarded under the restated financial statements. In setting the performance goal, the subcommittee determined that earnings before interest expense and the provision for income taxes was an appropriate measure of operating performance and estimated that the $75 million target will exceed 31% of consolidated stockholders’ equity at a measurement date selected by the subcommittee.vest.

Richard R. Allen. On May 1, 2007, we entered into an employment agreement with Mr. Richard R. Allen, our then Chief Financial Officer.Officer who now serves as senior vice president of finance. The agreement continues until Mr. Allen’s death, disability, or disability.retirement. Under the terms of the agreement, Mr. Allen is entitled to a base salary of $250,000. He is also eligible to receive an annual bonus, which may be granted at the sole discretion of the Board of Directors. Mr. Allen is entitled to participate in all of our pension, life insurance, health insurance, disability insurance and other benefit plans on the same basis as our other employee officers participate. The agreement provides that, if we terminate Mr. Allen’s employment without cause then he will be entitled to severance compensation in the amount of his base salary and his health and welfare benefits for the 6-monthsix-month period following the date of termination. The agreement provides that if Mr. Allen’s employment is terminated due to death or disability, he will be entitled to any unpaid base salary owing to him up through and including the date of termination. If we terminate Mr. Allen’s employment for cause, he will only be entitled to the unpaid base salary owing to him up through and including the date of termination. If Mr. Allen chooses to terminate his employment, he will only be entitled to the unpaid base salary owing to him up through and including the date of termination. The agreement provides that during the time of his employment and ending two years from the termination of the agreement, he may not solicit customers and will not engage in or own any business that is competitive with us.

Scott R. Wallace. On March 8, 2012, we entered into an executive employment agreement with Scott R. Wallace, who served as President of Homeowners Choice Property & Casualty Insurance Company, Inc., our principal operating subsidiary, from April 16, 2012 until his retirement on May 31, 2015. Under his three year employment agreement, Mr. Wallace was entitled to an annual base salary of $350,000 and, effective with his employment in April 2012, was awarded a grant of 100,000 shares of restricted stock. The employment agreement contained provisions entitling Mr. Wallace to severance payments equal to six months base salary if he was terminated without cause and a payment equal to his full base salary if he was terminated without cause within two years after a change in control.

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Grants of Plan-Based Awards for 2015GRANTS OF PLAN-BASED AWARDS FOR 2017

The following table sets forth information regarding all plan-based awards granted to our named executive officers during the year ended December 31, 2015. All equity awards issued in 2015 were restricted stock awards.2017. The stock awards identified in the table below are also reported in the table that follows—Outstanding Equity Awards at December 31, 2015.2017.

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Outstanding Equity Awards at DecemberOUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20152017

The following table sets forth information regarding outstanding stock option and restricted stock awards held by our named executive officers at December 31, 2015,2017, including the number of shares underlying both exercisable and unexercisable portions of each option as well as the exercise price and expiration date of each outstanding option.