UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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Filed by a Party other than the Registrant ☐

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Heritage Insurance Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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Heritage Insurance Holdings, Inc.

2600 McCormick Drive Suite 3001401 N Westshore Blvd,

Clearwater,Tampa, Florida 3375933607

April 28, 202029, 2022

To Our Stockholders:

On behalf of the Board of Directors and management of Heritage Insurance Holdings, Inc., we cordially invite you to attend the annual meeting of stockholders to be held on Thursday, June 22, 2020,23, 2022 at 10:00 a.m. (ET),. Our annual meeting will be held as a “hybrid meeting” which means that we will host the meeting in person at 1301 Atwood Avenue, Ste. 316E, Johnston, RI 02919 and also enable remote participation, including voting, via the Grand Hyatt Tampa Bay, 2900 Bayport Dr., Tampa, Florida 33607.Internet. Accordingly, you will be able to attend the annual meeting virtually and vote and submit questions by visiting meetnow.global/M5T5R6N.

The following pages contain the formal notice of the annual meeting, the proxy statement and the proxy card. Please review this material for information concerning the business to be conducted at the meeting and the nominees for election as directors. You may also find electronic copies of these documents online at http://www.edocumentview.com/HRTG.

The purpose of the meeting is to consider and vote upon proposals to (i) elect tennine directors, (ii) ratify the appointment of our independent registered public accounting firm for 2020,2022, (iii) approve, on an advisory basis, the compensation of our named executive officers, (iv) approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers, and (v)(iv) transact such other business as may properly come before the meeting.

Whether or not you plan to attend the meeting, your vote is important. You mayWe encourage you to vote in advance of the meeting by telephone, by Internet or by signing, dating and returning your proxy card by mail. You may also vote by attending the meeting in person or virtually at meetnow.global/M5T5R6N. Full instructions for attending the meeting are contained in the proxy statement and in the enclosed proxy envelope, by calling the toll free number on the proxy card or via the Internet using the instructions on the proxy card.

We currently intend to hold the annual meeting of stockholders in person. However, we are actively monitoring the coronavirus, orCOVID-19, and are sensitive to the public health and travel concerns that our stockholders may have, as well as protocols that federal, state, and local governments may impose. If it is not possible or advisable to hold the annual meeting of stockholders in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the annual meeting of stockholders. Any such change will be announced via press release and the filing of additional proxy materials with the Securities and Exchange Commission.

We look forward to seeing you at the meeting.

Sincerely yours,

Bruce LucasRichard Widdicombe

Chairman and Chief Executive Officer

We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about April 28, 2020.29, 2022.

This proxy statement and our 20192021 Annual Report are available online at

http://www.edocumentview.com/HRTG.edocumentview.com/HRTG

NOTICE OF 20202021 ANNUAL MEETING

OF STOCKHOLDERS

We currently intend to holdEVEN IF YOU CANNOT ATTEND THE ANNUAL MEETING, PLEASE TAKE THE TIME TO PROMPTLY VOTE YOUR SHARES BY CAREFULLY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU WISH TO VOTE USING A PAPER PROXY CARD, PLEASE SIGN, DATE AND RETURN THE PROXY CARD IN THE RETURN ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE. YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS EXERCISED.

Important Notice of Internet Availability of Proxy Materials for the 2020 Annual Meeting of Stockholders in person. However, we are actively monitoringto be Held on June 23, 2022: The Proxy Statement for the coronavirus, orCOVID-19, and are sensitive to the public health and travel concerns that our stockholders may have, as well as protocols that federal, state, and local governments may impose. If it is not possible or advisable to hold the 2020 Annual Meeting of Stockholders in person, we will announce alternative arrangementsand the Annual Report on Form 10-K for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the 2020 Annual Meeting. Any such change will be announced via press release and the filing of additional proxy materials with the Securities and Exchange Commission.fiscal year ended December 31, 2021 are available at www.edocumentview.com/HRTG.

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.

Items to be Voted on at the 20202022 Annual Meeting of Stockholders

Director Nominees

Shareholder Engagement

In 2021, we continued our shareholder outreach efforts and actively engaged with our institutional investors on a variety of corporate governance matters. We welcome the opportunity to engage with our shareholders on matters important to them and take that feedback into account in our decision making process, as evidenced by the changes we made to our CEO compensation program in 2021 in response to our extensive shareholder outreach effort in 2020.

Corporate Governance

We are committed to high standards of ethical and business conduct and strong corporate governance practices. This commitment is highlighted by the practices described below.

2021 Performance Highlights

Proxy Statement for the Annual Meeting of Stockholders of

HERITAGE INSURANCE HOLDINGS, INC.

To Be Held on June 22, 202023, 2022

TABLE OF CONTENTS

i

HERITAGE INSURANCE HOLDINGS, INC.

2600 McCormick Drive Suite 3001401 N Westshore Blvd,

Clearwater,Tampa, Florida 3375933607

PROXY STATEMENT

This proxy statement and enclosed proxy card are being furnished commencing on or about April 28, 202029, 2022 in connection with the solicitation of proxies by the Board of Directors of Heritage Insurance Holdings, Inc., a Delaware corporation. In this proxy statement, we refer to Heritage Insurance Holdings, Inc. as the “Company,” “we,” “our” or “us” and the Board of Directors as the “Board.” We are sending the proxy materials because the Board is seeking your permission (or proxy) to vote your shares at the annual meeting of stockholders on your behalf. This proxy statement presents information that is intended to help you in reaching a decision on voting your shares of common stock. Only common stockholders of record at the close of business on April 23, 2020,25, 2022, the record date, are entitled to vote at the meeting, with each share entitled to one vote. We have no other voting securities other than our common stock.

Questions and Answers about Voting and the Annual Meeting

When and where is the Annual Meetingannual meeting being held?

Who can attend the Annual Meeting?annual meeting?

Can I ask questions at the annual meeting if I attend virtually?

Stockholders who virtually attend the annual meeting will have the ability to submit questions prior to and during the meeting via the annual meeting website at meetnow.global/M5T5R6N. As part of the annual meeting, we will hold a question and answer session, during which we intend to answer questions submitted both virtually and in person during the meeting that are pertinent to the meeting matters, as time permits. Rules for the meeting will be no different than if it was solely an in-person meeting. Professional conduct is appreciated and all question and answer sessions will be conducted at the appropriate time during the meeting. Questions relevant to annual meeting matters will be answered during the meeting, subject to time constraints. To ensure that as many stockholders as possible are able to ask questions during the annual meeting, each stockholder will be permitted no more than two questions. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. Responses to questions relevant to annual meeting matters that are not answered during the meeting will be posted at www.heritagepci.com on the “Investors” page.

Who can vote at the Annual Meeting?annual meeting?

Will my vote be disclosed to anyone?

If you do not submit voting instructions to your broker, your broker may still be permitted to vote your shares in certain cases. Brokers may vote your shares as described below.

What is the vote required to adopt all other proposals on the agenda?

ProposalsProposal 3 and 4 areis an advisory votes.vote. This means that while we ask stockholders to approve resolutionsthe resolution regarding Say on Pay, and Say on Frequency, these arethis is not actionsan action that requirerequires stockholder approval. Approval of the Say on Pay proposal requires the affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon. Abstentions will have the effect of a vote against the approval of the Say on Pay proposal. For the Say on Frequency proposal, we will consider that the stockholders have recommended the option (three, two or one year) that receives the greatest number of votes cast. Although the vote on these proposals arethe proposal is non-binding, our Board and its Compensation Committee will review the results of the vote and take them into account in making determinations concerning executive compensation and the frequency of such advisory vote.compensation.

What are the consequences if I choose not to vote on a specific proposal?

What happens if additional matters are presented at the annual meeting?

Annual Meeting Procedures

In Person Admission to the Annual Meeting

Only record or beneficial owners of directors.the Company’s common stock or their proxies may attend the annual meeting in person. When you arrive at the annual meeting, you must present photo identification, such as a driver’s license. Beneficial owners must also provide evidence of stock holdings, such as a recent brokerage account or bank statement.

Virtual Admission to the Annual Meeting

Only stockholders of the Company or their duly authorized proxies may virtually attend the annual meeting. Stockholders may virtually attend the annual meeting at meetnow.global/M5T5R6N.

The meeting will be conducted via live audio webcast. To participate virtually at the annual meeting, stockholders of record will need the 16-digit control number that appears on your proxy card or the instructions that accompanied the proxy materials. If you would like to attend the meeting virtually and you have your control number, please go to meetnow.global/M5T5R6N prior to the start of the meeting to log in. Online access to the webcast will open approximately 30 minutes prior to the start of the annual meeting to allow time for our stockholders to log in and test their devices’ audio system.

Virtual Admission - Beneficial Owners

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and your broker, bank or nominee is considered the stockholder of record with respect to those shares.

Beneficial owners must register for the annual meeting if they want to attend, ask questions, and/or vote at the annual meeting virtually. They may register to virtually attend the annual meeting in the following two ways:

Requests for advance registration should be directed to Computershare through either of the following methods:

Appraisal Rights

Stockholders do not have appraisal rights under Delaware law in connection with the matters to be voted on at the annual meeting.

Stockholder List

You may examine our stockholder list during the annual meeting by following the instructions provided on the virtual meeting website during the annual meeting. The stockholder list will also be available for examination during normal business hours for ten days prior to the annual meeting for any purpose germane to the meeting at our corporate headquarters at 1401 N Westshore Blvd, Tampa, Florida 33607.

Appraisal Rights

Stockholders do not have appraisal rights under Delaware law in connection with the matters to be voted on at the annual meeting.

Stockholder List

You may examine our stockholder list during the annual meeting by following the instructions provided on the meeting website during the annual meeting. The stockholder list will also be available for examination during normal business hours for ten days prior to the annual meeting for any purpose germane to the meeting at our corporate headquarters at 1401 N Westshore Blvd, Tampa, Florida 33607.

PROPOSALS TO BE VOTED ON

Proposal 1: Election of Directors

Nominees

The size of the Board is currently set at tennine members. At the annual meeting, the stockholders will elect tennine directors to serve until the 20212023 annual meeting of stockholders or until their respective successors are elected and qualified. Any other vacanciesvacancy occurring after the election may be filled by a majority vote of the remaining directors. In accordance with the Company’s Bylaws, a director appointed to fill a vacancy will be appointed to serve until the next annual meeting of stockholders.

Assuming a quorum is present, the tennine nominees receiving the highest number of affirmative votes of shares entitled to be voted for them will be elected as directors of the Company. Stockholders are not entitled to cumulate votes in the election of directors. All nominees have consented to serve as directors, if elected. If any nominee is unable or declines to serve as a director at the time of the annual meeting, the proxy holders may vote for any nominee designated by the present Board to fill the vacancy. As of the date of this proxy statement, the Board has no reason to believe that any of the director nominees named herein will be unable or unwilling to serve as a director if elected.

The Company believes that its Board, as a whole, should encompass a range of talent, skill, diversity, experience and expertise enabling it to provide sound guidance with respect to the Company’s operations and interests. In addition to considering a candidate’s background, experience and accomplishments, candidates are reviewed in the context of the current composition of the Board and the evolving needs of our business. Although the Company does not have a formal policy with regard to the consideration of diversity in identifying candidates, the Corporate Governance and Nominating Committee strives to nominate candidates with a variety of complementary skills so that, as a group, the Board will possess the appropriate level of talent, skills and expertise to oversee the Company’s business. The Company regularly assesses the size of the Board, whether any vacancies are expected due to retirement or otherwise, and the need for particular expertise on the Board. The Company’s policy is to have at least a majority of our directors qualify as “independent directors” as defined in the rules of the NYSE. Currently, sixfive of our tennine directors are independent. See page 1315 for a further discussion of director independence.

The Corporate Governance and Nominating Committee seeks candidates with strong reputations and experience in areas relevant to the strategy and operations of the Company, particularly in industries and growth segments that the Company serves, as well as key geographic markets where it operates. Each of the director nominees holds or has held senior positions in complex organizations and has operating experience that meets this objective, as described below. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, financial reporting, corporate governance, risk management and leadership development.

The Corporate Governance and Nominating Committee also believes that the nominees, each of whom is a current director, has the experience, expertise, integrity, sound judgment and ability to engage management in a collaborative fashion to collectively comprise an effective Board. In addition, the Corporate Governance and Nominating Committee believes that each of the nominees is committed to devoting significant time and energy to service on the Board and its committees.

The names of the director nominees, their ages as of April 23, 2020,25, 2022, their recent employment or principal occupation, the names of any public companies for which they currently serve as a director or have served as a director within the past five years, and their period of service as a Company director are set forth below.

DIRECTOR NOMINEES

Bruce LucasErnie Garateix. Mr. LucasGarateix has served as our Chief Executive Officer and as a member of our Board since December 2020. Prior to that, he served as our Chief Operating Officer since December 2014. Prior to that, from August 2012 to December 2014, Mr. Garateix served as our Executive Vice President. Prior to joining us, Mr. Garateix served as Vice President for American Integrity Insurance Group beginning in October 2007. Mr. Garateix brings to the Board an in-depth knowledge of the insurance industry gained from his service in senior positions at the Company and his years of leadership experience at insurance carriers.

Richard Widdicombe. Mr. Widdicombe is our Chairman and has served on our Board since we began operations in August 2012. Mr. Lucas has served as our Chairman and CEO since May 2014 and served as our Chairman and Chief Investment Officer from August 2012, to May 2014. Prior to joining the Company, from January 2012 to August 2012, Mr. Lucas served as the Managing Member of IIM Holdings, II, LLC, an investment company. Prior to that, Mr. Lucas served as Chief Executive Officer of Infinity Investment Funds, a hedge fund, from April 2009 to December 2011. Prior to joining Infinity, Mr. Lucas was a restructuring attorney at Weil, Gotshal & Manges LLP. Mr. Lucas brings to the Board a critical link to management’s perspective in board discussions regarding the business and strategic direction of the Company.

Richard Widdicombe. Mr. Widdicombe has served on our Board and as our President since we began operations infrom August 2012. Mr. Widdicombe served as2012 until December 2020. He was previously our Chief Executive Officer from August 2012 to May 2014. Prior to joining the Company, Mr. Widdicombe served as Risk Manager of Homeowners Choice Property & Casualty Insurance Company (NYSE: HCI) from November 2009 to September 2011. Prior to that, Mr. Widdicombe served as President of People’s Trust Insurance Company from July 2007 to February 2009. Mr. Widdicombe brings to the Board anin-depth knowledge of the insurance industry gained from his years of leadership experience at multiple insurance carriers.

Pete Apostolou. Mr. Apostolou has served on our Board since we began operations in August 2012. Mr. Apostolou is the owner of Central ParkingTitle Services, which he founded in 2010.2015. He is also a real estate broker and owner of Alexa Realty of St. Petersburg, which he founded in 2004. Mr. Apostolou also serves as a manager and owner of several other commercial real estate companies.companies in the greater Tampa Bay area. Mr. Apostolou brings to the Board anin-depth knowledge of the Florida commercial and residential real estate market.

Irini Barlas. Ms. Barlas has served on our Board since August 2014.2014 and brings over 20 years of operational and management experience in the financial services sector. Ms. Barlas is the Chief Financial and Operating Officer of Megastar Advisors, LLC, an insurance marketing and training organization, and has served in such role since January 2014. Since February 2010, Ms. Barlas has also served as the Director of Accounting and FinanceChief Financial Officer of Barlas &Chambers,Tax & Financial Group, LLC, a provider of tax, insurance and investment services. Previously, from January 2009 through January 2010, Ms. Barlas was an auditor at Grant Thornton LLP. Ms. Barlas has also held various other management positions in both accounting and operations over the years. Ms. Barlas is a member of the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants. Ms. Barlas has a strong operational background and brings to the Board extensive experience in financial statement preparation and financial reporting and analysis.

Mark Berset. Mr. Berset has 4445 years of experience in the property and casualty insurance industry. Mr. Berset has served as chief executive officer of Comegys Insurance Agency since 1975, as chief executive officer of Alpha Insurance Management since 1993, and as chief executive officer of Strategic Agency Network of Florida, an alliance of insurance agents, since 1997. Mr. Berset alsoco-founded Purpose Employer Solutions, a national payroll company, in 2010 and has served as a director since then. Mr. Berset has alsoco-founded various Florida-based property and casualty insurance companies and served as a board member of United Property & Casualty Insurance Co. until 2007. Mr. Berset serves on the boards of directors of two private companies and previously served on the board of directors of Innovaro, Inc., formerly a software-based consulting company, from 2009 to 2015. Mr. Berset brings to the Board anin-depth knowledge of the insurance industry gained from his years of executive management and leadership experience running insurance agencies andco-founding insurance companies and businesses in related industries.

Steven Martindale. Mr. Martindale has served on our Board since January 2018. Since October 2021, Mr. Martindale has served as Chief Financial Officer of Allied Trust Insurance Company. Since May 2018, Mr. Martindale has been the president of Smartscor, Inc, a consulting company. Prior to that, Mr. Martindale served as our Chief Financial Officer from May 2016 to January 2018 and as ourCo-Chief Financial Officer from January 2018 to April 2018. Prior to joining the Company, Mr. Martindale served as Chief Financial

Officer at People’s Trust Insurance Company, a privately held insurer licensed in the State of Florida, from September 2013 to May 2016. Prior to People’s Trust, Mr. Martindale was Chief Regulatory Officer for the State of Ohio from April 2011 to September 2013. From August 2008 to September 2013, Mr. Martindale was a partner and consulting

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive evaluation of the independent registered public accounting firm’s qualifications, performance and independence and whether the independent registered public accounting firm should be rotated, and considers the advisability and potential impact of selecting a different independent registered public accounting firm.

Plante & Moran, PLLC (“Plante & Moran”) has served as our independent registered public accounting firm since June 2018 and has been appointed by the Audit Committee to continue as our independent registered public accounting firm for the fiscal year ending December 31, 2020.2022. Although ratification is not required by our Bylaws or otherwise, we are submitting the selection of Plante & Moran to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. In the event that ratification of this selection is not approved by the affirmative vote of the holders of a majority of the shares of common stock of the Company represented at the annual meeting in person or by proxy and entitled to vote on the item, the Audit Committee and the Board will review the Audit Committee’s future selection of an independent registered public accounting firm, but is not bound by the stockholders’ vote. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time if it determines that a change would be in the best interests of usthe Company and our stockholders.

Prior to the engagement of Plante & Moran, Grant Thornton LLP (“Grant Thornton”) had served as our independent auditor from November 2013. In June 2018, our Audit Committee approved the dismissal of Grant Thornton and appointed Plante & Moran as our independent registered public accounting firm. Grant Thornton’s audit reports on our financial statements for our prior years did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the interim period from January 1, 2018 through June 14, 2018, (i) there were no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Grant Thornton’s satisfaction, would have caused Grant Thornton to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) ofRegulation S-K. In June 2018, we filed a Current Report on Form8-K to announce the changes in our independent registered public accounting firms, attaching as an exhibit thereto the letter we requested from Grant Thornton addressed to the SEC stating that Grant Thornton agreed with the statement contained in the Current Report.

Representatives of Plante & Moran will be available via teleconference at the annual meeting. The representatives will have an opportunity to make a statement and will be available to respond to appropriate questions.

Required Vote

The affirmative vote of the holders of a majority of the Company’s common stock present at the annual meeting in personvirtually or by proxy and entitled to vote on this proposal is required to approve the ratification of the appointment of Plante & Moran as the Company’s independent registered public accounting firm for the current fiscal year.

THE BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PLANTE & MORAN, PLLC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020.2022.

Proposal 3: Advisory Vote on Executive Compensation

We are providing stockholders an advisory vote on executive compensation, or Say on Pay, as required by the Dodd-Frank Act. The Say on Pay vote is anon-binding vote on the compensation of our named executive officers, as described in this proxy statement in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure. The Dodd-Frank Act requires us to hold the Say on Pay vote at least once every three years.years, and the Company has determined to hold the Say on Pay vote every year.

We encourage stockholders to review the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure on pages 18-2220-39 of this proxy statement. As discussed in the Compensation Discussion and Analysis section, we believe that our compensation policies and decisions further our objectives to: (i) reward superior financial and operational performance; (ii) motivate our executive officers to build and grow our business profitably; (iii) align the interests of our executive officers with those of our stockholders; and (iv) enable us to attract, retain and motivate qualified executive officers.

At the 2021 annual meeting, we held our Say on Pay vote and approximately 79% of the votes cast on the proposal were in favor of our named executive officers’ compensation. We were encouraged by the positive response to the changes in our CEO compensation program implemented in 2021 and continued our shareholder outreach efforts during 2021. The Committee will continue to consider the outcome of say on pay votes when making future compensation decisions for the NEOs.

We believe that our executive compensation program strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to value creation for our stockholders. More information on our executive compensation programs can be found below in the section “Compensation Discussion and Analysis”.

On the basis of the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure found within this proxy statement, we are requesting that our stockholders vote on the following resolution:

“RESOLVED, that the stockholders of Heritage Insurance Holdings, Inc. (“Heritage”Heritage”) approve, on an advisory basis, the compensation of Heritage’s named executive officers, as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in Heritage’s 20202022 Annual Meeting proxy statement.”

Although this Say on Pay vote on executive compensation isnon-binding, the Board and the Compensation Committee will review the results of the vote and will take into account the outcome of the vote when determining future executive compensation arrangements.

Required Vote

The approval of the Say on Pay proposal requires the affirmative vote of a majority of the shares of the Company’s common stock represented at the annual meeting and entitled to vote thereon.

THE BOARD RECOMMENDS A VOTE “FOR” ADOPTION OF THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION.

Proposal 4: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

The Dodd-Frank Act requires us to provide our stockholders with the opportunity to vote, on a nonbinding, advisory basis, for their preference as to whether future Say on Pay advisory votes on the compensation of our named executive officers should occur every one, two or three years. You have the option to vote for any of the three options, or to abstain from casting a vote. We are required to hold a vote on the frequency of Say on Pay proposals every six years.

After careful consideration, our Board recommends that we conduct an advisory vote on executive compensation annually. Our Board believes that a frequency of every year for the Say on Pay vote on executive compensation is the best approach for the Company and our stockholders. An annual advisory vote provides more frequent stockholder feedback to our Board and the Compensation Committee regarding our executive compensation programs and policies. Our Board and Compensation Committee intend to consider this advisory vote as part of the design of our executive compensation programs and communication of such programs to our stockholders.

Required Vote

The frequency that receives the most votes will be considered to be the frequency favored by stockholders.

THE BOARD RECOMMENDS A VOTE “FOR” A FREQUENCY OF “ONE YEAR” FOR FUTURENON-BINDING STOCKHOLDER VOTES ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

The Audit Committee is responsible for, among other things, assisting the Board in its oversight of:

Compensation Committee. Messrs. Pappas and Vattamattam and Ms. Barlas and Messrs. Masiello and Pappas serve on the Compensation Committee. Mr. MasielloVattamattam serves as the chairmanchair of ourthe Compensation Committee, and subject to hisre-election, election, the Board has selected Mr. MasielloVattamattam to continue as chairmanchair of the Compensation Committee. The Compensation Committee is composed ofnon-employee directors, each of whom is independent as required by the applicable listing standards of the NYSE, including the heightened independence requirements specific to compensation committee members. During 2019,2021, the Compensation Committee held one meeting and also acted by written consent in lieu of twofive meetings.

The Compensation Committee is responsible for, among other things:

Compensation Committee Interlocks and Insider Participation. None of the members of the Compensation Committee was at any time during 20192021 or at any other time an officer or employee of our Company. None of our executive officers serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

Corporate Governance and Nominating Committee. Messrs. Masiello, Pappas, Apostolou and Walvekar serve on the Corporate Governance and Nominating Committee. Mr. Pappas serves as the chairmanchair of our Corporate Governance and Nominating Committee and, subject to hisre-election, the Board has selected Mr. Pappas to continue as chairmanchair of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is composed of independentnon-employee directors, each of whom is independent as required by the applicable listing standards of the NYSE. During 2019,2021, the Corporate Governance and Nominating Committee held one meeting and also acted by written consent in lieu of a meeting.two meetings.

The Corporate Governance and Nominating Committee is responsible for, among other things:

In evaluating and determining whether to nominate a candidate for a position on our Board, the Corporate Governance and Nominating Committee will consider the candidate’s professional ethics and values, relevant management experience and a commitment to enhancing stockholder value. We regularly assess the size of the Board, whether any vacancies are expected due to retirement or otherwise, and the need for particular expertise on the Board. Candidates may come to the attention of the Corporate Governance and Nominating Committee from current Board members, stockholders, professional search firms, officers or other persons. The Corporate Governance and Nominating Committee will review all candidates in the same manner regardless of the source of recommendation, including from stockholders.

The Corporate Governance and Nominating Committee will consider stockholder recommendations of candidates when the recommendations are properly submitted in accordance with our Bylaws. Any stockholder recommendations which are submitted under the criteria summarized above should include the candidate’s name and qualifications for Board membership and should be addressed to our Corporate Secretary.

For purposes of potential nominees to be considered at the 20212023 annual stockholders’ meeting, the Corporate Secretary must receive this information no earlier than February 22, 202123, 2023, and no later than the close of business on March 24, 202125, 2023 in accordance with the procedures in the Bylaws. The notice must set forth the candidate’s name, age, business address, residence address, principal occupation or employment, the number of shares beneficially owned by the candidate and information that would be required to solicit a proxy under federal securities law. In addition, the notice must include the stockholder’s name, address and the number of shares beneficially owned (and the period they have been held).

In 2019,2021, we did not engage a third party to identify, evaluate or assist in identifying potential nominees for director.

Director Independence

There are no family relationships among any of our executive officers or directors. Our Board has affirmatively determined that each of Messrs. Apostolou, Masiello,Martindale, Pappas, Vattamattam and Walvekar and Ms. Barlas is an “independent director,” as defined under the rules of the NYSE. In making the independence determination, the Board considered the current and prior relationships that eachnon-employee director has with the Company, including Mr. Martindale’s service as CFO of the Company until April 2018, and all other facts and circumstances that the Board deemed relevant. Messrs. Lucas and Widdicombe areMr. Garateix is not independent as they are executive officers of the Company.he is our Chief Executive Officer. Mr. Martindale,Widdicombe, as a former CFOPresident of the Company, is not independent.considered independent under the rules of the NYSE. With respect to Mr. Berset, the Board does not consider him to be independent given his affiliation with a third-party insurance agency that has provided services to, and received payments from, the Company.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of our employees, including our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”) and our Chief Accounting Officer. The Code of Ethics is available at www.heritagepci.com on the “Investors” page listed as “Governance Documents” under the heading “Corporate Governance.”

Only the Board or an appointed committee may grant a waiver of the Code of Ethics for our executive officers or directors, and any such waiver will be disclosed to the extent required by law or the listing requirements of the NYSE. We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website within four business days following the date of the amendment or waiver.

Governance Documents

Current copies of the Company’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee charters are available at www.heritagepci.com on the “Investors” page listed as “Governance Documents” under the heading “Corporate Governance.” In addition, the Board has adopted corporate governance guidelines, which are available at www.heritagepci.com on the “Investors” page listed as “Governance Documents” under the heading “Corporate Governance.” Information on, or accessible through, our website is not a part of, or incorporated by reference into, this proxy statement.

Communications with Directors

The Board has established a process to receive communications from stockholders. Stockholders and other interested parties may contact any member (or all members) of the Board, or thenon-management directors as a group, any Board committee or any chair of any such committee by mail. To communicate with the Board, any individual directors or any group or committee of directors, correspondence should be addressed to the Board or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent c/o Kirk Lusk, Chief Financial Officer, Heritage Insurance Holdings, 2600 McCormick Drive, Suite 300, Clearwater, Florida 33759.1401 N. Westshore Blvd., Tampa, FL 33607.

All communications received as set forth in the preceding paragraph will be opened by the Corporate Secretary for the sole purpose of determining whether the contents represent a message to our directors. The Corporate Secretary will forward copies of all correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board or its committees or that he otherwise determines requires the attention of any member, group or committee of the Board.

Attendance at Annual Meeting

Directors are encouraged, but not required, to attend our annual stockholders’ meeting. In 2019, 42021, six directors attended the annual stockholders’ meeting.

EXECUTIVE OFFICERS

The names of the executive officers of the Company and their ages, titles and biographies are set forth below.

Bruce LucasErnie Garateix, 48,50, is being nominated for the position of director of the Company. See “Director Nominees” for a discussion of Mr. Lucas’ business experience.

Richard Widdicombe, 61, is being nominated for the position of director of the Company. See “Director Nominees” for a discussion of Mr. Widdicombe’sGarateix’s business experience.

Kirk Lusk, 59,61, has served as our Chief Financial Officer since April 2018 and as ourCo-Chief Financial Officer since January 2018. Prior to joining us, from January 2013 to February 2018, Mr. Lusk served as Chief Financial Officer of Narragansett Bay Insurance Company (“NBIC”), which was acquired by us in November 2017 in connection with the acquisition of NBIC Holdings, Inc., the parent company of NBIC. Prior to that, Mr. Lusk served as International Chief Financial Officer of Aetna, Inc. from 2008 through 2012, Chief Financial Officer of Alea Group Holdings Bermuda Ltd. from 2005 through 2008 and Chief Financial Officer of GE ERC’s Global Casualty and GE Capital Auto Warranty Services from 1998 through 2004.

Ernie Garateix, 48, has served as our Chief Operating Officer since December 2014. Prior to that, from August 2012 to December 2014, Mr. Garateix served as our Executive Vice President. Prior to joining us, Mr. Garateix served as Vice President for American Integrity Insurance Group beginning in October 2007.

Sharon Binnun, 58,60, has served as our Chief Accounting Officer since May 2016. Prior to that, she served as our Executive Vice President of Finance beginning in November 2014. Prior to joining us, Ms. Binnun served as the Executive Vice President of Cypress Property Insurance Company from July 2013 to August 2014. Prior to that, Ms. Binnun served as the Chief Financial Officer of Citizens Property Insurance Corporation from February 2007 to July 2013. Ms. Binnun’s prior employment includes Deputy Insurance Commissioner in Florida as well as a career at Deloitte & Touche. Ms. Binnun is a certified public accountant in the State of Florida.

Joseph Peiso, 61, has served as our Vice President of Compliance since May 2014 and previously served as our Controller from September 2012 to May 2014. Prior to joining us, Mr. Peiso served as Chief Financial Officer of Sunz Insurance Holdings, LLC from September 2011 to August 2012. Prior to that, Mr. Peiso served as Chief Financial Officer of United Insurance Holdings Corporation (NASDAQ: UIHC) from January 2010 to August 2011. From June 2004 to December 2009, Mr. Peiso served as Managing Member of Sarasota Bay Insurance Managers, LLC. Mr. Peiso is a certified public accountant in the State of Florida.

Tim Moura 47,, 49, has served as the President of our subsidiary company, Narragansett Bay Insurance Company (“NBIC”),NBIC, since January 2018. Prior to joining us, from February 2014 to January 2018, Mr. Moura served as Senior Vice President of NBIC, which we acquired in November 2017, from February 2014 until January 2018. Prior to that, Mr. Moura served as Vice President of Tower Group Companies from 2010 through 2013, Regional Vice President for OneBeacon Insurance Group from 2004 to 2006 and in various management roles at MetLife Auto & Home from 1995 to 2004. Mr. Moura has 25 years of industry experience, serving in leadership positions with both national and regional insurance carriers.

Tim Johns, 66, has served as the President of our subsidiary company, Zephyr Insurance Company, since April 2018. Prior to joining us, from June 2011 to July 2017, Mr. Johns served as a health insurance executive, including as Executive Vice President and Chief Consumer Officer, of Hawaii Medical Service Association (Blue Cross Blue Shield of Hawaii). Mr. Johns has also served as a director of Hawaiian Electric Co., Inc. since February 2005 and as trustee and/or director of private real estate-related organizations and non-profit and charitable foundations.

STOCK OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 23, 202014, 2022 (except as indicated below) by:

Unless otherwise indicated, the address of each beneficial owner listed below is c/o Heritage Insurance Holdings, Inc., 2600 McCormick Drive, Suite 300, Clearwater,21401 N Westshore Blvd, Tampa, Florida 33759.33607.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in ownership of our common stock. They are also required to provide us with copies of any forms they file.

Based solely on our review of the reports furnished to us, we believe that during the last fiscal year, all reports filed by our directors and executive officers under Section 16(a) were made timely, except that each of Messrs. Lucas, Garateix, and Widdicombe failed to file a timely Form 4 in 2019 to report his surrender of shares for tax purposes, and Mr. Lucas failed to file a timely Form 4 in 2019 to report a purchase of shares. In addition, Mr. Vattamattam failed to file timely Form 4s to report his salesa transaction in 2021 for each of sharesMessrs. Garateix and Lusk were not timely filed and Forms 4s to report a transaction in May, June,2022 for each of Messrs. Apostolou, Berset, Martindale, Pappas, Vattamattam, Walvekar and July 2015.Widdicombe and Ms. Barlas were not timely filed.

COMPENSATION DISCUSSION AND ANALYSIS

General Overview

This Compensation Discussion and Analysis outlines our compensation philosophy, describes the process for setting compensation of our named executive officers and outlines the elements of our executive compensation program and decisions in 2019.2021. For 2019,2021, our named executive officers (“NEOs”) are:were:

2021 Performance Highlights

We had positive momentum and results from the implementation of strategic initiatives we launched in 2021, as we focused on meaningful rate increases, re-underwriting existing business, selectively accepting new business, optimizing our distribution network, enhancing the agent experience and improving expense management.

Key achievements for 2021 include:

Compensation Philosophy

Our compensation philosophy is based onpay-for-performance principles. Our executive compensation program is designed to accomplish each of the following goals:

2019 Performance HighlightsCompensation Practices

Key achievements for 2019 include:

evaluating compensation. The Compensation Committee determines and approves executive compensation consultant nor does it benchmark to a particular industry or group of companies, but it draws information from general experienceannually, with base salaries, bonus payments (for performance the prior fiscal year), performance goals for long-term incentive awards, if any, and annual incentive bonuses approved during the first quarter of the insurance industry and comparable companies.fiscal year.

Each NEO has an employment agreement which provides for a minimum annual base salary and, except for Mr. Johns, annual cash and/or equity incentive awards. As such, significant portions of our NEO’sNEOs’ compensation are determined based on the provisions of their existing employment agreements, which, with respect to Messrs. Lucas, Widdicombeagreements.

CEO

Mr. Garateix, our CEO, and Garateix, expire atother members of the end of 2020.

With respect to annual cash incentives, each year,management team support the Compensation Committee reviews our EBITDA performance forin the fiscal yearexecutive compensation process and the individual contributionsregularly attend portions of each NEO, and determines the size of the EBITDA cash incentive award pool and the allocation of the pool to our NEOs, as more fully described below. Our CEOcommittee meetings. Mr. Garateix provides the Compensation Committee with recommendationshis perspective regarding the allocationperformance of his executive leadership team, including the other named executive officers. Mr. Garateix makes recommendations to the Compensation Committee on the full range of annual executive compensation decisions, except with regard to his own compensation. Mr. Garateix was not present when his compensation was being discussed and did not vote on executive compensation matters, and neither Mr. Garateix nor other members of management attended executive sessions of the pool to our other executive officers, subject to the requirements of any individual employment agreement.Compensation Committee.

Peer Companies

TheFor compensation related to fiscal year 2021, the Compensation Committee did not formally determine or utilize a peer group, in setting 2019 compensation. However, when evaluating the Company’s performance and compensation levels, the Compensation Committee doesbut it did consider the performance and compensation levels of public companies based in Florida that are engaged in the residential property insurance business, including FedNat Holding Company, United Insurance Holdings Corp, HCI Group Inc. and Universal Insurance Holdings, Inc.peer group data, as described below.

Although the Compensation Committee believes a comparison of compensation and performance data can be useful, the Compensation Committee does not believe that any comparison group company, whose composition is based solely on our industry classification, revenues, net income and/or market capitalization, is fully reflective of the markets in which we compete for talent. Consequently, the Compensation Committee does not set the executives’ target total direct compensation, or any of the target components of such compensation, at any specific percentile of the comparison group.

The Compensation Committee believes that overreliance on market capitalization and revenues can be misleading, as the former is highly influenced by the Company’s and its peers’ trading multiples and consequently does not necessarily reflect the underlying size, breadth and complexity of our organization, while the latter is disproportionately impacted by our large reinsurance spend, which is accounted for as a reduction to gross revenues. As a result, the Compensation Committee generally believes annual gross premiums written represents a more useful metric when selecting other insurance companies for benchmarking purposes.

As part of our annual executive compensation review, we benchmark CEO and executive compensation against the companies listed in the table below. This benchmarking exercise influenced Mr. Garateix’s and Mr. Lusk’s new employment agreements, which were effective in 2021, and informed the Compensation Committee of trends in executive compensation at other companies in our industry or similar industries.

Say on Pay Vote and Shareholder Engagement

At the 2020 annual meeting, we held our inaugural say on pay vote, and approximately 74% of the votes cast on the proposal were cast against our named executive officers’ compensation. In response to these results, we launched an extensive shareholder outreach effort, in which we actively reached out to 29 institutional investors, representing approximately 52% of the outstanding shares of our common stock. Thirteen of the investors we contacted, representing approximately 26% of the outstanding shares of our common stock, engaged with us. As a result of these engagement efforts, in connection with the appointment of our current CEO, we made substantial changes to our CEO compensation program including a 70% reduction to overall target compensation; elimination of any guaranteed cash bonus; implementation of a more rigorous performance-based cash incentive with target, threshold and maximum (capped) levels; and modification of long-term equity incentive award, of which 50% is time based and the remaining 50% is subject to performance-based criteria, including target, threshold and maximum levels.

At the 2021 annual meeting, approximately 79% of the votes cast on our say on pay vote were cast in favor of our named executive officers’ compensation. We were encouraged by the positive response to the changes implemented in 2021 and continued our shareholder outreach efforts during 2021. The Committee will continue to consider the outcome of say on pay votes when making future compensation decisions for the NEOs.

Elements of Executive Compensation Program

OurFor 2021, our executive compensation program consistsconsisted of three primary elements:

Base Salary – We provide base salaries, which are intended to be generally competitive with salaries of similarly-situated executives at comparable companies and are based on the executive officer’s role and responsibilities, individual job performance and experience. The base salaries for our named executive officers were initially set pursuant to their respective employment agreements.

Annual Cash Incentive Award – Annual cash incentive awards are performance-based and designed to drive performance, and to motivate and reward eligible employees who contribute positively towards our growth and business strategy. Pursuant to their employment agreements, for 2021 each of our NEOs are(other than Mr. Johns) is entitled to an annual cash incentive, based on our annual EBITDA performance, as described below. Annual cash incentive awards are only paid if we achieve positive EBITDA for the fiscal year. For some named executive officers, (i) a cash incentive is paid upon achievement of a minimum level of EBITDA and (ii) an additional amount is paid from an annual incentive pool that is funded based on a percentage of the Company’s EBITDA for the relevant period as determined by the Compensation Committee. As a result, any growth in the size of the incentive pool is a function of the Company’s EBITDA performance.

In addition, Mr. Lusk is entitled to an additional annual cash incentive based on our consolidated combined ratio each year and Mr. Moura is entitled to an additional annual cash incentive based on the annual gross premiums writtenperformance criteria measured over a single calendar year. For Messrs. Garateix and combined ratioLusk and Ms. Binnun, the performance criteria, targets and actual performance for NBIC Holdings, Inc. 2021 were as follows:

For purposes of calculatingMr. Moura, the annual cash incentive,performance criteria, targets and actual performance for 2021 were as follows:

For Mr. Johns, the term combined ratio is generally definedperformance criteria, targets and actual performance for 2021 were as gross premiums adjusted for loss, loss adjustment, reinsurance costs and recoveries, acquisition and operational costs. In calculating the combined ratio, net investment income and other income is deducted from operating expenses.follows:

Long-Term Equity Awards – We did not makeOur long-term incentive plan consists of two components: (i) annual grants of time-based restricted stock that vests in one-third annual installments, beginning with the end of the grant year and (ii) annual grants of performance-based restricted stock that vest following the conclusion of the three-year performance period. Our long-term incentive plan is designed to motivate and reward long term growth and business strategy.

Pursuant to their employment agreements, for 2021 each of our NEOs (other than Mr. Johns) was entitled to an annual grant of equity awards in 2019. In 2015, we grantedtime-based restricted stock to Messrs. Lucas, Widdicombe, and Garateix,an annual grant of performance-based restricted stock. The performance criteria is our 3-year adjusted book value per share growth, which were intended to compensate them over the five years following the grant. In 2018, Messrs. Luskexcludes cumulative dividends declared and Moura receivedaccumulated other comprehensive income. The performance-based restricted stock in connection with their continuing employment following our acquisitionawards are subject to the terms and conditions of NBIC, which stock vests over five years. We previously granted stock optionsan award agreement between the Company and the executive and subject to certainthe terms and conditions of our named executive officers as long-termthe Omnibus Incentive Plan or any other equity incentive compensation. However,plan approved and adopted by the majority of thoseBoard under which the restricted stock options were “underwater” and therefore remained unexercised when they expired in late 2017. The Compensation Committee may determine to alter its grant practice in light of business needs and changes in applicable laws and regulations.is issued.

Each of these elements is described in more detail in the discussion below regarding 20192021 executive compensation decisions and in the executive compensation tables and narrative disclosures that follow.

20192021 Executive Compensation Decisions

Consistent with historical practice, for 2019, the Compensation Committee approved an EBITDA cash incentive pool equal to 8.5% of our 2019 EBITDA, resulting in a 2019 EBITDA cash incentive pool of $5,540,000. The Compensation Committee awarded the NEOs an aggregate of $2,975,000 of the total pool as discussed below. The Compensation Committee deferred the allocation of $1.5 million of the 2019 cash incentive pool, which as of the date of this proxy statement has not been allocated or paid. The Compensation Committee’s 20192021 executive compensation decisions for each of our named executive officers, which in some cases are based in large part on the terms of each named executive officer’s employment agreement, are discussed below.

For purposes of calculating the cash incentive pool, EBITDA is definedErnie Garateix

In January 2021, we entered into a new employment agreement with Mr. Garateix in connection with his appointment as reported earnings excluding interest, taxes, depreciation,Chief Executive Officer (the “Garateix Agreement”) which replaced and amortization,terminated his prior employment agreement. The following tables summarize Mr. Garateix’s compensation under his new employment agreement (as described more fully below) as well as any incentive cashthe differences between Mr. Garateix’s compensation accrual recorded onand that of the Company’s books.former CEO.

Bruce Lucas

Base Salary – The Lucas AmendedGarateix Agreement (defined below) provides for an initial annual base annual salary of $2.0 million commencing in 2016. As provided for in the Lucas Amended Agreement, in 2019, the Compensation Committee approved a 5% increase in Mr. Lucas’ base salary reflecting cost of living and inflation-based adjustments.$1.0 million.

Annual Cash Incentive Award – Pursuant to the Lucas AmendedGarateix Agreement, for 2019, Mr. Lucas was entitledGarateix is eligible to receive an (i) incentive of $1.75 million, subject to our achievement of at least $50 million in EBITDA for

Base Salary – The Lusk Agreement (defined below) provides for an initial annual base annual salary of $850,000. Mr. Lusk did not receive a salary increase in 2019. In 2020, the Compensation Committee determined to increase Mr. Lusk’s base salary by $100,000 to be more in line with market.$950,000.

Annual Cash Incentive Award – Pursuant to the Lusk Agreement, for 2019, Mr. Lusk was entitledis eligible to areceive an annual cash incentive with a threshold opportunity of $150,000, a target opportunity of $250,000 and a maximum opportunity of $350,000 based on performance criteria described above. Based on the performance described above, Mr. Lusk received a $183,000 payout under the Omnibus Incentive Plan of up to $500,000, subject to the Company’s achievement of a consolidated combined ratio that is below 91 for the preceding calendar year. The Company’s 2019 consolidated combined ratio was at or above 91. As a result, Mr. Lusk did not receive a cash incentive under his employment agreement. The Compensation Committee awarded Mr. Lusk $50,000 from the 2019 EBITDA incentive pool.

Richard Widdicombe

Base Salary – The Widdicombe Amended Agreement (defined below) provides for an initial base annual salary of $1.75 million commencing in 2016. Mr. Widdicombe did not receive a salary increase in 2019.

2021 Annual Cash Incentive Award which represents 73% of target.

Annual Time-Based Restricted Stock – Pursuant to the Widdicombe AmendedLusk Agreement, for 2019, Mr. Widdicombe wasLusk is entitled to a cash incentive of $375,000, subject to our achievement of at least $50 million in EBITDA for 2019, andreceive an annual cash incentive from our EBITDA incentive pooltime-based restricted stock award with a target amountvalue of $375,000. In 2019,$150,000, which shares will vest in three equal annual installments beginning on the Compensation Committee approved a total annual cash incentive for Mr. Widdicombeend of $750,000, which represents the $375,000 cash incentive whenfiscal year of the Company achieved at least $50 million in EBITDA for 2019, plus $375,000 from the EBITDA incentive pool.

Ernie Garateix

Base Salary – The Garateix Agreement (defined below) provides for an initial base annual salary of $750,000 commencing in 2016. Mr. Garateix did not receive a salary increase in 2019. In 2020, the Compensation Committee determined to increase Mr. Garateix’s salary by $100,000 to be more in line with market.grant year.

Annual CashLong-Term Incentive AwardAwards – Pursuant to the GarateixLusk Agreement, for 2019, Mr. Garateix was entitledLusk is eligible to receive an annual cash incentive from our EBITDA cash incentive poolperformance based restricted stock award with a threshold opportunity of up to $100,000. In 2019, the Compensation Committee approved an annual cash incentive for Mr. Garateix from the EBITDA pool$100,000, a target opportunity of $500,000. In making its determination, the Compensation Committee considered Mr. Garateix’s individual contributions to the Company, including his oversight$200,000 and a maximum opportunity of systems, processes,$300,000. The performance criteria is measured over three consecutive calendar years and personnel and his efforts in enhancingbased on the Company’s business intelligence capabilities.3-year adjusted book value per share growth.

Sharon Binnun

In September 2021, we entered into a new employment agreement with Ms. Binnun (the “Binnun Agreement”).

Base Salary – The Binnun Agreement provides for an initial annual gross written premium and combined ratio. In 2019, Mr. Moura receivedbase salary of $525,000.

Annual Cash Incentive Award – Pursuant to the Binnun Agreement, Ms. Binnun is eligible to receive an annual cash incentive with a threshold opportunity of $50,000. Mr. Moura did not receive$50,000, a cash incentivetarget opportunity of $100,000 and a maximum opportunity of $150,000. The performance criteria is as described above. Based on the performance described above, Ms. Binnun received a $74,000 payout under the Omnibus2021 Annual Cash Incentive PlanAward which represents 74% of target.

Annual Time-Based Restricted Stock – Pursuant to the Binnun Agreement, Ms. Binnun is entitled to $40,000 time-based restricted stock annually, which will vest in 2019 because NBIC’sthree equal annual gross written premiuminstallments beginning on the end of the fiscal year of the grant year.

Annual Performance Based Restricted Stock – Pursuant to the Binnun Agreement, Ms. Binnun is eligible to an annual performance equity grant with a threshold opportunity of $50,000, a target opportunity of $100,000 and combined ratio did not reach target levels.a maximum opportunity of $150,000. The performance criteria is measured over three consecutive calendar years and based on the Company’s 3-year adjusted book value per share growth.

Severance and Change of Control Agreements

Our named executive officers are not party to any separate severance or change of control agreements. As described below under “Executive Compensation—Employment Agreements and—Estimated Payments Following Termination or Change in Control”, our named executive officers aremay be entitled to certain severance and change of control payments and benefits pursuant to their employment agreements.

Employee Benefits

Our named executive officers participate in other employee benefit plans generally available to all employees on the same terms, such as medical, dental, life, disability insurance programs and a 401(k) plan, except that the Company provides additional life and disability insurance benefits to Messrs. Lucas, Widdicombe, Garateix, Lusk and Lusk.Moura and Ms. Binnun. These amounts are included in the “All Other Compensation” column of the Summary Compensation Table and described in a footnote. In addition, in 2019,2021, we provided matching contributions to the 401(k) accounts of all our employees, including our named executive officers, equal to 100% of the first 3% of each employee’s contribution, and 50% of each employee’s next 2% of contribution, subject to applicable limitations. In addition, Messrs. LucasMr. Garateix and GarateixMs. Binnun each received an automobile allowance during 2019.2021. We do not provide our named executive officers with any other material perquisites or similar personal benefits.

Hedging

The Company does not have a specific policy that prohibits hedging transactions by our directors, executive officers, and employees, however our insider trading policy requirespre-clearance from our Chief Financial Officer prior to such transactions.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with management and, based on such review and discussions, it has recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement.

Respectfully submitted by the Compensation Committee of the Board,

The Compensation Committee

Joseph Vattamattam, Chair

Irini Barlas

Nicholas Pappas

April 26, 2022

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Compensation Committee Report above shall not be incorporated by reference into this proxy statementstatement..

Respectfully submitted by the Compensation Committee of the Board,

The Compensation Committee

Irini Barlas

James Masiello

Nicholas Pappas

April 3, 2020

EXECUTIVE COMPENSATION

Summary Compensation Table

The following Summary Compensation Table discloses the compensation information for fiscal years 2017, 2018, and 2019of our NEOs for our NEOs.2021 fiscal year. Certain information regarding 20192021 compensation is provided in the narrative sections following the Summary Compensation Table.

Stock Vested

The following table provides information concerning the vesting of restricted stock and the value realized on vesting of restricted stock during the fiscal year ended December 31, 20192021 for each of the named executive officers.

Outstanding Equity Awards at 2019 FiscalYear-End

The following table provides information concerning unvested time-based and performance-based restricted stock for each named executive officer outstanding as of the end of the fiscal year ended December 31, 2019.2021. Each restricted stock grant is shown separately for each named executive officer.

All awards reported in the table above were granted under the Omnibus Incentive Plan, which was adopted in connection with our initial public offering.Plan.

Employment Agreements

Mr. Lucas’Garateix’s Employment Agreement

Effective November 4, 2015,In connection with his appointment as CEO, Mr. LucasGarateix and the Company entered into an amendedthe Garateix Agreement, dated January 5, 2021, replacing and restatedterminating his prior employment agreement (the “Lucas Amended Agreement”) with us to serve as our Chief Executive Officeragreement. The term of Mr. Garateix’s employment under the Garateix Agreement shall continue until December 31, 2020. The Lucas Amended2023, subject to automatic renewals for successive twelve-month periods, unless otherwise terminated.

Pursuant to the Garateix Agreement, provides forMr. Garateix will receive (i) an annual base salary of $2.0 million commencing on January 1, 2016 (subject to annual cost of living and inflation-based adjustments),$1,000,000, (ii) a cash incentive under our Omnibus Incentive Plan of $1.75 million for each calendar year, beginning in 2016, subject to the Company’s achievement of at least $50 million in EBITDA for such year and (iii) an annual cash incentive underwith a minimum opportunity of $500,000, a target opportunity of $1.0 million, and a maximum opportunity of $1.5 million based on performance criteria included in the Company’s EBITDA

Pursuant to the Lusk Agreement, Mr. Lusk will receive (i) an annual base salary of $850,000,$950,000, (ii) a discretionary annual cash incentive of up to $50,000, and (iii) an incentive under the Omnibus Incentive Plan of up to $500,000, subject to the Company’s achievement of a consolidated combined ratio that is below 91 for the preceding calendar year. In addition, in connection with entering into the Lusk Agreement, Mr. Lusk received a grant of 75,000 shares of restricted stock, which vest in equal annual installments of 15,000 shares beginning on January 31, 2019. Mr. Lusk also receives medical, dental, prescription and disability insurance coverage, a monthly housing allowance of $3,500, and reimbursement of reasonable travel expenses.

Mr. Lusk would be entitled to his base salary that is accrued but unpaid, and accrued and unused paid time off for 180 days following the termination date, in the event he is terminated by us without “Cause,” which is defined as occurring upon (i) a felony conviction, (ii) an act of fraud upon the Company, (iii) the willful refusal or gross neglect to perform the duties reasonably assigned, (iv) the breach ofnon-compete,non-solicit, ornon-disclosure obligations, (v) a breach of the employment agreement or (vi) any fraud, breach of fiduciary duty, gross negligence, embezzlement or misappropriation against the Company.