1110 West Commercial Boulevard, Fort Lauderdale, Florida 33309

(954)958-1200

April 29, 202028, 2023

Dear Fellow Shareholder:

On behalf of your Board of Directors, I am pleased to invite you to attend the Annual Meeting of Shareholders of Universal Insurance Holdings, Inc. The meeting will be held at 9:00 a.m., Eastern Time, on June 12, 20208, 2023 at the Boca Raton Resort & Club, 501 E. Camino Real, Boca Raton, FL 33432.Florida.

Enclosed you will find a notice setting forth the matters to be acted on at the meeting, which include:

It is important that your shares be represented and voted at the meeting. You can ensure that your shares are represented and voted at the meeting by submittingWe encourage you to submit your proxy over the internet or by telephone.telephone in advance of the meeting. If you received your proxy materials by mail, you can also submit your proxy by mail by using the proxy card that was mailed to you. Instructions for these convenient ways to vote are set forth on both the Notice of Internet Availability of Proxy Materials and the proxy card. If you are a beneficial owner of shares held in street name, please follow the instructions to vote provided by your bank, broker or other nominee as indicated on the voting instruction card. Even if you submit your proxy prior to the meeting, you will still be able to attend the meeting and vote your shares in person, as further described in the accompanying Proxy Statement.

Sincerely,

Sean P. Downes

Executive Chairman of the Board

UNIVERSAL INSURANCE HOLDINGS, INC.

1110 West Commercial Boulevard

Fort Lauderdale, Florida 33309

(954) 958-1200

www.universalinsuranceholdings.com

NOTICE OF 20202023 ANNUAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS

Gary Lloyd Ropiecki,

Secretary and Principal Accounting Officer

Fort Lauderdale, Florida

April 29, 2020

28, 2023

TABLE OF CONTENTS

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (“Board”) of Universal Insurance Holdings, Inc., a Delaware corporation (“Company,” “Universal” or “UVE”), of proxies to be voted at the 20202023 Annual Meeting of Shareholders (the “Annual Meeting”), to be held at the Boca Raton Resort & Club, 501 E. Camino Real, Boca Raton, FL 33432,Florida, on Friday,Thursday, June 12, 2020,8, 2023, at 9:00 a.m., Eastern Time, and at any and all postponements or adjournments thereof, for the proposals of business set forth in the accompanying Notice of 20202023 Annual Meeting of Shareholders. This Proxy Statement, Notice of 20202023 Annual Meeting of Shareholders, accompanying proxy card and our Annual Report on Form10-K for the fiscal year ended December 31, 20192022 are available athttp://www.proxyvote.com.www.proxydocs.com/UVE.

To reduce our costs and decrease the environmental impact of our proxy materials, in lieu of mailing our proxy materials, we will send a Notice of Internet Availability of Proxy Materials (the “Notice”) to certain of our shareholders containing instructions on how to access our proxy materials online. If you receive a Notice, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review the proxy materials online and on how to submit your proxy online. If you received a Notice and would like to receive a copy of our proxy materials, follow the instructions contained in the Notice to request a copy electronically or in paper form. The Notice and printed copies of our proxy materials, as applicable, are expected to bebeing mailed to shareholders on or about April 29, 2020.

We are actively monitoring coronavirus(COVID-19) developments and related guidance issued by public health authorities. The health and well-being of our employees and stockholders are paramount. If it is determined to be advisable or required, we may hold a virtual-only Annual Meeting via live webcast. If this step is taken, we will announce the decision to do so in advance, and details on how to participate will be posted on the company’s website and filed with the Securities and Exchange Commission as additional proxy materials.28, 2023.

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PROXY SUMMARY

Meeting Agenda and Board Vote Recommendations

 Company Overview and Business Strategy

Universal is a holding company offering property and casualty insurance and value-added insurance services. We develop, market and underwrite insurance products for consumers predominantly in the personal residential homeowners lines of business and perform substantially all other insurance-related services for our primary insurance entities, including risk management, claims management, and distribution. Our primary insurance entities, Universal Property & Casualty Insurance Company (“UPCIC”) and American Platinum Property and Casualty Insurance Company (“APPCIC” and together with UPCIC, the “Insurance Entities”), offer insurance products through both our appointed independent agent network and our online distribution channels across 1819 states (primarily in Florida), with licenses to write insurance in two additional states. The Insurance Entities seek to produce an underwriting profit (defined as earned premium less losses, loss adjustment expense, policy acquisition costs and other operating costs) over the long term; maintain a strongresilient balance sheet to prepare for years in which the Insurance Entities are not able to achieve an underwriting profit; and generate investment income exceeding short-term operating needs.

Universal’s strategic focus is on creating abest-in-class experience for our customers.customers and delivering strong shareholder returns across underwriting cycles. While weather-related volatility is an inherent part of property insurance, particularly in coastal markets such as Florida, our strategy includes generating non-risk bearing income that enhances returns in profitable underwriting periods, while serving as a buffer and potentially still allowing for consolidated profitability in challenging underwriting periods. We have more than 20 years of experience providing protection solutions. Our business strategy leveragesproperty and casualty insurance products and services. We continue to focus on disciplined underwriting in opportune markets and maintaining a resilient balance sheet that is enhanced by our differentiated capabilitiesreinsurance program. We have made substantial efforts in recent years to support the Insurance Entitiesinnovate across all aspects of the insurance value chainour service businesses, including continued development of our digital agency Clovered.com, where we have more than 20 carrier partners, and utilization of digital applications where applicable to provide our customers with a streamlined experience.adjust claims. We continue to evaluate ways in which we can improve the customer experience provide disciplined underwriting, maintain a strong balance sheet backed by our reinsurance programs and geographic diversification, and maximize earnings stability through inversely correlated or complementary high-quality earnings streams. In 2019, we rebranded certainacross all touchpoints of our subsidiaries to better serve our Insurance Entities, distinctly identify our capabilities, and position us for continued growth in the future. We have made substantial efforts in recent years to improve our claims operation, including reductions in our claim resolution times and strengthening of our reserves to position us for the future.insurance value chain.

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 Director Nominees

The following table provides summary information regarding each of our Board’s nominees for election as director as well as their tenure and business experience.

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PROPOSAL 1: ELECTION OF DIRECTORS

The Board, upon the recommendation of the Nominating and Governance Committee, has nominated Marlene M. Gordon and incumbent directors Shannon A. Brown, Scott P. Callahan, Kimberly D. Campos, Stephen J. Donaghy, Sean P. Downes, Ralph J. Palmieri,Marlene M. Gordon, Francis X. McCahill, III, Richard D. Peterson, Michael A. Pietrangelo, Ozzie A. Schindler, Jon W. Springer and Joel M. Wilentz, M.D. for election to the Board to serve as directors until the 20212024 Annual Meeting of Shareholders or until each nominee’s successor is duly elected and qualified. The Board has fixedMr. Brown was initially recommended to the number of director seats on the Board at eleven.Nominating and Governance Committee by our Lead Independent Director, Mr. Pietrangelo.

The nominees have consented to be named in this Proxy Statement as director nominees and have indicated their intent to serve ifre-elected or, in the case of Mr. Brown, elected. If any nominee becomes unavailable for any reason, or if any vacancy in the slate of directors to be elected at the meeting should occur before the election, the shares represented by the proxy will be voted for the person, if any, who is designated by the Board to replace the nominee or to fill such vacancy on the Board.

A director nominee must receive the affirmative vote of the majority of votes cast at the annual meeting in order to be elected. If elected, each nominee is expected to serve for aone-year term until the 20212024 Annual Meeting of Shareholders. Each director will hold office until his or her successor is duly elected and qualified or until such director’s earlier death, resignation or removal. Otherwise, if a director nominee fails to receive the affirmative vote of the majority of votes cast, then he or she shall promptly tender his or her resignation to the Board, and the Board, taking into account the recommendation of the Nominating and Governance Committee, shall subsequently determine whether to accept or reject the resignation, or whether other action should be taken.

THE BOARD RECOMMENDS A VOTE FOR EACH OF ITS NOMINEES FOR ELECTION AS DIRECTORS.

 Director Nominees

The current directors of the Companydirector nominees are set forth below, each of whom is also a director nominee. Also set forth below is our new independent director nominee, Marlene M. Gordon.below. If elected, each nominee is expected to serve for aone-year term until the 20212024 Annual Meeting of Shareholders. Each director will hold office until his or her successor is duly elected and qualified or until such director’s earlier departure.

Scott P. Callahan

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more than thirty years’ experience in the property and casualty reinsurance industry. Mr. Callahan currently serves as President and Managing Member of SPC Global RE Advisors, LLC, a consulting firm specializing in reinsurance matters, a position he has held since 2013. From 2002 to 2011, Mr. Callahan served as Executive Vice President of Everest Reinsurance Holdings, Inc. and Everest Reinsurance Company. Mr. Callahan also served as a director of Everest Reinsurance Company from 2001 to 2011, a director of Everest International Reinsurance, Ltd. from 2003 to 2007, and director of Everest Reinsurance (Bermuda), Ltd. from 2001 to 2007. Mr. Callahan’s broad knowledge of the reinsurance industry allows him to provide valuable perspective to the Board, particularly on matters related to the Company’s reinsurance program.

Kimberly D. Campos (formerly Cooper) became a director of the Company in 2017. Ms. Campos

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joined the Company in 2007 and became Chief Administrative Officer in June 2015 and Chief Information Officer in February 2015. Prior to assuming these roles, Ms. Campos spent eight years in the Company’s internal audit department, serving as both IT Manager and then IT Audit Director. She managed IT general controls reviews and new application deployment

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Executive Chairman, Mr. Downes was Chairman of the boardBoard of directorsDirectors and Chief Executive Officer of the Company from 2013 to July 2019. Mr. Downes also served as President of the Company from 2013 to March 10, 2016. Prior to becoming President and Chief Executive Officer, Mr. Downes served as Senior Vice President and Chief Operating Officer of the Company since 2005 and Chief Operating Officer of UPCIC, a wholly-owned subsidiary of the Company, since 2003. Mr. Downes has served as a director of the Company since 2005 and as a director of UPCIC since 2003. Prior to joining UPCIC, Mr. Downes was Chief Operating Officer of Alder Adjusting Corporation (formerly Universal Adjusting Corporation), a wholly-owned subsidiary of the Company, from 1999 to 2003. As an experienced financial and operational leader within the insurance industry, Mr. Downes brings to the Board a broad understanding of the strategic priorities and operational demands facing the Company.

Marlene M. Gordon has more than 25 years

of experience serving as legal counsel within the consumables and service industries and championing women’s leadership in the workplace. Since June 2018, Mrs. Gordon has served as SVP,Senior Vice President and Chief Legal Officer for Panera, LLC, comprised of Panera Bread^®, Caribou Coffee^® and Einstein Bros.^® Bagels, since May 2022. Mrs. Gordon previously served as Senior Vice President, Chief Administrative Officer, General Counsel Corporateand Secretary and Chief Compliance & Communications Officer for Del Monte Fresh Produce Company.Company, a global producer, marketer and distributor of fruit and vegetable products, from 2020 to 2022, and she previously served as Chief Legal, Compliance & Communications Officer and Secretary at Del Monte from 2018 to 2022. Prior experience includes approximately 6six years at Bacardi U.S.A., Inc. (“Bacardi”), a spirits company, where she served most recently as VP,Vice President, General Counsel for North America, in addition to serving as the Global Chair for Bacardi’sWomen-In-Leadership Program, an initiative that was founded with the mission of unleashing the potential of current and future female leaders at Bacardi to drive sustainable top and bottom line business growth. Prior to Bacardi, Mrs. Gordon spent 14 years at Burger King Corporation, serving most recently as VP,Vice President, Assistant General Counsel, Marketing &and Intellectual Property, in addition to serving as chair of the company’s Women’s Leadership Forum. Ms.Mrs. Gordon brings to the Board substantial leadership experience along with compliance and corporate governance expertise.

Ralph J. Palmieri

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began his insurance career in 1972 with the Wall Street brokerage firm Frank B. Hall serving as junior account executive in the marine insurance department. He went on to manage the worldwide corporate risk management departments of three Fortune 500, multi-national corporations: Bristol Myers-Squibb, Norton Simon, Inc., and Harris Corporation. In 1989, he joined Johnson & Higgins, Inc. as a Vice President. From there he founded Cypress Underwriters, a regional property & casualty managing general agency. Ultimately, Mr. McCahill was a founder, President and CEO of Homeowners Choice, Inc. a Florida homeowners insurance company. Mr. McCahill’s broad knowledge of the Company in 2014. Mr. Palmieri has more than 40 yearshomeowners insurance industry and of experience in the insurance and reinsurance industries. Mr. Palmieri served in various capacities with The Hartford Insurance Group and its subsidiaries from 1976 until his retirement in 2007, including Senior Vice President, Specialty Lines, for The Hartford and President and Chief Operating Officer of The Hartford’s surplus lines subsidiary, First State Management Group (formerly known as Cameron and Colby Co.), from 1988risk management allows him to 2007. Mr. Palmieri brings an acute understanding of the insurance and reinsurance industries and executive leadership experienceprovide valuable perspectives to the Board.

Richard D. Peterson became a director of the Company in 2014. Mr. Peterson has

over 20 years of experience in the areas of executive management, finance and accounting. Since September 2022, Mr. Peterson is thehas served as Chief Financial Officer of Botanix Pharmaceutical.Turn Biotechnologies, Inc., a private biotechnology company. Mr. Peterson haspreviously served as the Chief Financial Officer of various biotech companies from 2015 to 20192021, including the publicly traded Botanix Pharmaceuticals, Sienna Biopharmaceuticals, Inc. and Novan, Inc..Inc. Mr. Peterson served in various executive roles at Medicis Pharmaceutical Corporation, an NYSEa New York Stock Exchange (“NYSE”) listed company, from 1995 to 2012, including as Executive Vice President, Chief Financial Officer and Treasurer from 2008 to 2012. Mr. Peterson has an understanding of corporate governance matters and experience with financial reporting and executive leadership that make him a valued member of our Board.

Michael A. Pietrangelo became a director of the Company in 2010. Since 1998,

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Mr. Pietrangelo has practiced law with, and has been of counselis now Of Counsel to, the firm of Pietrangelo Smith, PLC. Mr. Pietrangelo is admitted to the bars of the states of New York and Tennessee and the District of Columbia. He served on the board of directors of MRI Interventions

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with the Company from 2006 until his retirement in 2013.January 2021. Mr. Springer becameserved as President and Chief Risk Officer of the Company as offrom March 10, 2016.2016 until his retirement on January 31, 2021. Prior to taking on such role, he served as an Executive Vice President and Chief Operating Officer of the Company since 2013. Mr. Springer was an Executive Vice President of Evolution Risk Advisors, Inc. (formerly Universal Risk Advisors, Inc.), a wholly-owned subsidiary of the Company, from 2006 through 2008, and an Executive Vice President of Blue Atlantic Reinsurance Corporation (“Blue Atlantic”), a wholly-owned subsidiary of the Company, from 2008 to 2013. Before joining Evolution Risk Advisors, Inc. in 2006, Mr. Springer was an Executive Vice President of Willis Re, Inc. and was responsible for managing property and casualty operations in its Minneapolis office. Mr. Springer brings to the Board extensive experience in the property and casualty insurance industry, including with respect to reinsurance arrangements.

Joel M. Wilentz, M.D. became a director of the Company in 1997. Dr. Wilentz is one

of the founding members of Dermatology Associates, founded in 1970, and of the Centers for Cosmetic Enhancement in Florida. He is a former member of the Boardboard of Directorsdirectors of the Neurological Injury Compensation Association for the State of Florida. Dr. Wilentz is at present, a member of the Board of Governors of Nova Southeastern University. Dr. Wilentz’s general business acumen and deep understanding of the Florida business, professional and regulatory environment allow him to provide independent guidance to the Board on a wide variety of general corporate and strategic matters.

 Board Membership Criteria and Nominations

In selecting candidates for director, the Nominating and Governance Committee looks for individuals with strong personal attributes including:

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Our Board values diversity in selecting nominees to serve on our board, but maintains no formal policy regardingboard. Pursuant to our Corporate Governance Guidelines, the Board membership diversity.seeks members from diverse professional backgrounds, and considers an individual’s independence, diversity, skills and experience in the context of the needs of the Board. In nominating directors, the Board considers, among other things, functional areas of experience, educational background, employment experience and leadership performance. Ms. Gordon, who is standing for election to the Board for the first time at the Annual Meeting, was recommended as a candidate for director byThree of our Chief Executive Officer. The Nominatingdirectors are racially and Governance Committee, in accordance with its customary process, duly considered the qualifications of Ms. Gordon and recommended her nomination for election to the Board at the Annual Meeting.ethnically diverse.

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 Corporate Governance Framework

The Board’s leadership structure is designed to ensureso that authority and responsibility are effectively allocated between the Board and management. In addition to our strong corporate governance practices and the key oversight roles of our lead independent directorLead Independent Director and committee chairs, each as described below, all directors share equally in their responsibilities as members of the Board and take seriously the charge of leading the Company on behalf of our shareholders. Our corporate governance framework reflects our commitment to independence, corporate responsibility and accomplishing our financial goals through responsible development and execution of corporate strategy. Our governance framework enables independent and skilled directors to provide oversight, advice and counsel to promote the interests of the Company and our shareholders. Our governance framework is established and evidenced by our Corporate Governance Guidelines (“Governance Guidelines”), Code of Business Conduct and Ethics (“Code of Conduct”), Whistleblower Policy (“Whistleblower Policy”), our enterprise risk management program and our commitment to transparent financial reporting. Our Governance Guidelines, Code of Conduct, Whistleblower Policy and the charters of each Board committee are available at www.universalinsuranceholdings.com. The Board, along with management, regularly reviews our policies and procedures, charters, policies and practices in order to ensure that they areprovide appropriate and reflect desired standards of corporate governance.

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Governance Highlights

The following chart highlights our corporate governance practices and principles.

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Board and Committee Meetings

Meetings of the Board are held regularly each quarter and as may otherwise be required. The Board held 54 meetings during 2019.2022. We encourage directors to attend the annual meeting of shareholders and expect that they will attend. All of our directors then in office were present at the 20192022 Annual Meeting of Shareholders. In addition, all of our directors attended at least 75% of the meetings of the Board and the committees on which they served during 2019.2022.

Board Leadership Structure

The Board believes that it is important to retain flexibility in determining the best leadership structure for the Company as our needs may change over time. Currently, our Board leadership structure consists of a Lead Independent Director, an Executive Chairman (who was our former CEO), and strong committee chairs. The Board believes that our current structure provides necessary independent leadership and engagement while maintaining the benefit of having our former CEO chair regular Board meetings as important strategic and business matters are discussed. In addition, our Chief Executive Officer, who is the individual primarily responsible for management of our Company, is also an active and engaged member of our Board. The roles of Board Chairman and Chief Executive Officer may be filled by the same or different individuals, which provides the Board the flexibility to determine whether these roles should be combined or separated based on the Company’s circumstances and needs at any given time. The roles of Chairman and Chief Executive Officer of the Company were held by the same person, Sean P. Downes, until July 15,In 2019, at which point we separated the Chairman and Chief Executive Officer roles.roles; Sean P. Downes has assumed the role of Executive Chairman, and Stephen J. Donaghy has beenwas appointed as the Company’s Chief Executive Officer, effective July 15, 2019.Officer.

The Board believes that our shareholders are best served at this time by having Mr. Downes continue his role as Chairman of the Board, in view of his tenure and experience with the Company. As Executive Chairman, Mr. Downes continues to set agendas for, and to lead Board discussions of, strategic matters affecting our business at the time. Our Executive Chairman is appointed annually by all the directors. The Executive Chairman’s responsibilities, in addition to providing general leadership to the Board, include calling and presiding at Board and shareholder meetings and preparing meeting schedules, agendas and materials.

Independence of Our Directors

NYSE rules require that at least a majority of our directors be independent of the Company and management. The Board has determined that each of our directors, other than Messrs. Downes, Donaghy and Springer and Ms. Campos, is an “independent director,” as such term is defined by NYSE rules. In making such independence determination with regard to Mr. Ralph Palmieri, the Board considered that Mr. Palmieri’s son, Matthew J. Palmieri, is employed as President of Blue Atlantic, a wholly-owned subsidiary of the Company, and has been with the Company since June 2006. Matthew Palmieri is not an executive officer of the Company. See “Certain Relationships and Related-Party Transactions” for additional details regarding Matthew Palmieri’s employment with Blue Atlantic. In addition, we have nominated a woman, Marlene M. Gordon, to be elected to our Board by shareholders at the 2020 Annual Meeting. If elected, Mrs. Gordon will be an independent director. This is in line with our values of diversity and independence on the Board.

Lead Independent Director; Meetings of Independent Directors

Michael A. Pietrangelo has served as the lead independent directorLead Independent Director since 2014. Our independent directors met six3 times in executive session in 2019.2022. Our lead independent directorLead Independent Director presides over all executive sessions of our independent directors, facilitates communication between management and our independent directors and is available for consultation with major shareholders and other constituencies, as appropriate. Interested parties may anonymously communicate any concerns to our independent directors, including our lead independent director,Lead Independent Director, by calling(877) 778-5463, which is the same number that employees may use to anonymously report complaints to the Audit Committee concerning accounting or auditing matters.

Board and Committee Annual Evaluations

At the direction of the Nominating and Governance Committee, the Board annually conducts a self-evaluation aimed at enhancing effectiveness. The Board consults with an outside law firm as an external evaluator. This evaluation process also considers individual director performance. The annual assessment process is a key governance tool used by the Nominating and Governance Committee to solicit feedback in a number of areas, including overall effectiveness, communications with management and committee structures. Each committee also performs an annual self-evaluation, which includes an assessment of its effectiveness and a review of the committee charter and other relevant governance practices and procedures. The Nominating and Governance Committee periodically reviews and assesses the evaluation process as well.

The Board’s Role in Risk Oversight

Risk is an inherent part of our business, and effective risk management is a top Board priority. Enterprise risk management and key risks identified by management are overseen by the Board and its committees. These include materialkey risks such as pricing/underwriting, strategic, reserving, and legal risks as well as operational, market, liquidity, credit market, and liquidityreputational risks. The Board and management also focus on privacy protection, cybersecurity

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and information security in an effort to mitigate the risk of cyber-attacks and to protect the

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www.universalinsuranceholdings.com. The Audit Committee annually reviews our Code of Conduct for changes, as appropriate. In the event of an amendment to the Code of Ethics,Conduct, or a waiver from a provision of the Code of EthicsConduct granted to a senior executive officer, the Company intends to post such information promptly on its website.

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PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act, we are asking shareholders to approve the compensation paid to our Named Executive Officers (the “Say on Pay Vote”), as disclosed in this Proxy Statement on pages 22-41 (the “Say on Pay Vote”). 24-39. Although the voting results are not binding, we value continuing and constructive feedback from our shareholders on compensation and other important matters, and the Compensation Committee will consider the voting results when evaluating our executive compensation program.

As evidenced by 2019’sIn view of the Say on Pay Vote at the 2021 Annual Meeting of Shareholders, in which 42% of the shares cast voted to approve the Say on Pay Vote, we revised our executive compensation program significantly in 2022, which we discussed in our proxy statement for the 2022 Annual Meeting of Shareholders. As a result, 93% of the shares cast voted to approve the Say on Pay Vote weat the 2022 Annual Meeting. We believe that our executive compensation program, aligns the interests of the Company’s executives and other key employees with those of the Company and its shareholders. The program is intended toas revised, will attract, retain and motivate high caliber executive talent to enable the Company to maximize operational efficiency and long-term profitability.profitability, while also better aligning compensation with shareholders.

We ask for your advisory approval of the following resolution:

“RESOLVED, that the shareholders hereby approve, on an advisory basis, the compensation paid to Universal Insurance Holdings, Inc.’s Named Executive Officers, as described in this Proxy Statement on pages22-41. 24-39.”

THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

 Compensation Discussion and Analysis

We believe that the compensation provided to the Named Executive Officers for 20192022 is aligned with ourpay-for-performance philosophy and our overall business performance as evidenced by the key financial and operational milestones presented on pages4-6 and23-25 of this Proxy Statement.

This Compensation Discussion and Analysis provides an overview of the Company’s executive compensation program and compensation principles. The Compensation Committee oversees our compensation program for our Named Executive Officers and the equity compensation program for the Company’s employees generally. All of our executive officers are Named Executive Officers.

The Compensation Committee designs our executive compensation program to:

In making its decisions, the Compensation Committee takes into account, among other things:

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Summary of Compensation Opportunity for CEO and Executive Chairman

Although we did not amend the Executive Chairman’s employment agreement in 2022, the Compensation Committee determined that it would follow the structure of the CEO’s new compensation program as a model when making compensation decisions for the Executive Chairman. Here is a summary of the restructured compensation opportunity for both the CEO and the Executive Chairman:

 2022 Compensation Components

Base Salary

Base salaries for each Named Executive Officer are set forth in their respective employment agreements, which are summarized below. In general, base salaries for our Named Executive Officers are set after considering a number of factors, including the size, scope and impact of their role, the market value associated with their role, leadership skills and values, length of service, and individual performance and contributions. The objective in setting base salaries is to provide an appropriate level of fixed compensation that will promote executive recruitment and retention.

Annual Cash Incentive Award

For 2022, Messrs. Donaghy and Downes were each eligible to receive an annual cash incentive award based on three metrics – net operating ratio, gross premiums written, and a qualitative assessment of job performance – and weighted as reflected in the table below, with pro rata amounts to be earned between levels of achievement. In addition, the cash incentive award cannot pay out at greater than the “target” level, unless the Company’s total shareholder return for the year ranks in the top third of the Russell 3000.

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In 2022, due primarily to the estimated $111 million net loss and LAE from Hurricane Ian, the net operating ratio for the year was greater than 100%. As a result, this component of the cash incentive award did not pay out. The Company’s gross premiums written growth was 10.4% in 2022, which is higher than the “target” level of 8%, but because the Company’s total shareholder return in 2022 was not in the top third of the Russell 3000, this component paid out only at the target level. Finally, the Compensation Committee determined that Messrs. Donaghy and Downes fully met the Committee’s expectations on the qualitative criteria of the award. Accordingly, the annual cash incentive award paid out at the 50% level. As Mr. Donaghy’s target cash incentive amount was $1,500,000, Mr. Donaghy received $750,000 for his 2022 cash incentive award. As Mr. Downes’s target cash incentive amount was $1,000,000, Mr. Downes received $500,000 for his 2022 cash incentive award.

Annual Cash Bonus

For Mr. Wilcox and Ms. Campos, based on Mr. Donaghy’s recommendation, the Compensation Committee awarded discretionary bonuses in the amounts of $300,000 and $100,000, respectively. Mr. Donaghy’s recommendation was based primarily on Mr. Wilcox’s leadership of the Company’s finance and accounting functions and on Ms. Campos’s continued leadership in the areas of information technology and risk management. In approving Mr. Wilcox’s bonus, the Compensation Committee also took into account input from the Audit Committee.

Equity Incentive Compensation

In general, the Company uses equity awards to align executives’ interests with shareholders’ interests, to focus executives on delivering long-term value to shareholders and to retain executives. Restricted stock units (“RSUs”) are settled in common stock upon vesting and are subject to time-based vesting requirements. Performance stock units (“PSUs”) are also settled in common stock upon vesting and are subject to both time-based and performance-based vesting requirements. For Messrs Donaghy and Downes, at least 50% of their equity awards will be performance-based. Dividend equivalents are accrued on both RSUs and the PSUs and are paid out in cash at the time that the award vests and shares are delivered to the executive in settlement of the award.

In 2022, Mr. Downes received 41,017 RSUs, which vest ratably over a three-year period; and Messrs. Donaghy and Downes received 61,526 and 41,017 PSUs, respectively, which will vest following the conclusion of the three-year performance period that runs through the end of fiscal 2024, but only to the extent that the performance criteria in the table below are met, with no vesting for performance below threshold: