April 28, 202329, 2024    

Dear Fellow Shareholders:

Please join us for the HCI Group, Inc. Annual Meeting of Shareholders on Thursday,Tuesday, June 8, 2023,11, 2024, at 3:00 p.m. (Eastern time). Doors open at 2:30 p.m. We will host our meeting at ourHCI’s headquarters located east of downtown Tampa, at 3802 Coconut Palm Drive, Tampa, Florida 33619.

In 2022,2023, HCI continued to make progressexecute on several key initiatives and the Company remains on a path to reaching our strategic priorities: growing TypTap Insurance Company, expanding our company footprint,long-term objectives, including profitable growth and managingprudent management of our balance sheet. In this year’s proxy statement, we discuss our financial highlights and frameworks for governance and compensation. We also expandedcontinue to actively seek feedback through our disclosure around shareholder engagement and executive compensation.efforts. The Compensation Committee believes that additional disclosure around our multi-year awards under our long-term compensation program,plan continues to align with the absencefinancial performance of any new awards in 2022, and our continuing research of new performance-based pay structures constitute meaningful action aimed at addressing concerns raised by shareholders in 2022.the Company. We look forward to continuing an active dialog with our shareholders through our ongoing outreach efforts.

Our proposals this year include:

We value input from each of our shareholders and encourage you to vote your proxy. Please read the accompanying Proxy Statement and follow the voting instructions it contains so your votes will be counted.

On behalf of the Board of Directors of HCI Group, I thank you for your investment in HCI.

Sincerely,

Paresh Patel

Chairman of the Board

Chief Executive Officer

3802 Coconut Palm Drive

Tampa, Florida 33619

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Thursday, June 8, 202311, 2024

3 p.m. Eastern time

HCI Corporate Headquarters

3802 Coconut Palm Drive

Tampa, Florida 33619

The Annual Meeting of Shareholders of HCI Group, Inc. will be held at 3 p.m. Eastern time on Thursday,Tuesday, June 8, 202311, 2024 at HCI Corporate Headquarters, 1^st Floor Auditorium, located at 3802 Coconut Palm Drive, Tampa, Florida 33619. Shareholders will be admitted beginning at 2:30 p.m. The principal purposes of the Annual Meeting will be to cover the following items of business:

You may vote if you were a shareholder of record as of April 12, 2023.15, 2024.

Our 20222023 Annual Report to Shareholders which is not a part ofaccompanies this Proxy Statement, is enclosed.Statement.

It is important that your shares be represented at the Annual Meeting and voted in accordance with your instructions. Please indicate your instructions by promptly signing and dating the enclosed proxy card and mailing it in the enclosed postage-paid, pre-addressed envelope, or by following the instructions on the proxy card for telephone or internet voting.

By Order of the Board of Directors,

Andrew L. Graham

Secretary and General Counsel

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

This summary highlights information that can be found elsewhere in this Proxy Statement. It does not contain all the information that you should consider. You should read the entire Proxy Statement before voting.

Information About the Annual Meeting

Items of Business

We do not anticipate that any other business matters will be brought before the meeting for a vote. However, if any other matters are presented, it is the intention of the persons named in the proxy card accompanying this proxy statement to vote the proxy as recommended by the Board of Directors or, if no recommendation is given, in their own discretion using their best judgment.

How to Vote

By Internet		By Phone		By Mail		In Person
www.proxyvote.com		Call the phone number listed on your proxy card		Follow the instructions on your proxy card		Vote by ballot at our Annual Meeting

Call the phone number listed on your proxy card or HCI’s proxy advisor, Alliance Advisors LLC, at 844-618-1694 (toll free in the United States).

PROXY STATEMENT SUMMARY

Annual Meeting Rules of Conduct

To ensure fair, orderly and constructive meetings, the Board of Directors has adopted rules of conduct for shareholder meetings, including that only shareholders of record as of the record date or their duly authorized representatives are entitled to vote or address the meeting; no one may address the meeting unless called upon by the presiding officer of the meeting; and the use of cameras, audio or video recording equipment, communications devices or similar equipment is prohibited. Individuals who violate these rules may be removed. (See “About the Annual Meeting: Are there rules of Conduct?”)

Important Notice Regarding Availability of Proxy Materials

Upon your written request, we will provide you with a copy of our 20222023 Annual Report on Form 10-K, including exhibits, free of charge. Send your request to HCI Group, Inc., c/o Simon Rosenberg, DirectorBill Broomall, Vice President – Investor Relations, 3802 Coconut Palm Drive, Tampa, Florida 33619.

PROXY STATEMENT SUMMARY

FINANCIAL HIGHLIGHTS

In 2022, HCI advanced its2023, we completed several strategic prioritiesinitiatives to growposition the businessCompany for further growth and increase the value of the Company while continuing to return capital to shareholders. TypTap Insurance Company, our technology-driven insurance subsidiary, grew gross earned premium 70% compared with 2021We increased shareholder equity through improved operating results and expanded its footprint to 13 states. We also strengthened our balance sheet through the issuance of $173consummated a common stock offering generating $85 million in convertible notes while returning $99 millionproceeds. During 2023, book value per share increased by 76%. We have fueled our premium growth with bulk assumptions of policies and created an insurance carrier to our shareholders through dividends and share repurchases. We accomplished all of this while also managing the extraordinary impact of Hurricane Ian, one of the costliest storms to make landfall in the mainland United States.serve a new market segment.

Over the past decade, HCI has delivered solid results for our shareholders. Our return on equity (ROE) has averaged 12%12.5% over this period, and we have reported strong levels of earnings before interest and taxes (EBIT), despite several hurricanes and storms that had a material impact on our core homeowners insurance business. The Company has been profitable in 5660 of the last 6165 quarters and has paid dividends in 5054 consecutive quarters.

PROXY STATEMENT SUMMARY

SHAREHOLDER ENGAGEMENT

Each year we engage in robust and continuous dialog with our shareholders regarding various issues, including corporate governance, compensation and environmental and social matters. In 2022,2023, we made a concerted effort to increasesustained our strong level of engagement by reachingengagement. We reached out to shareholders representing approximately 78%65% of our outstanding common shares. Board members and our Investor Relations staff spoke with 23 shareholders representing nearly 55%over 32% of the Company’s outstanding common stock. These percentages exclude insider ownership of approximately 21%. During these conversations, we discussed our Board composition, corporate governance policies and executive compensation practices, as well as our policies on corporate social and environmental responsibility.

SHAREHOLDER ENGAGEMENT

GOVERNANCE HIGHLIGHTS

We are committed to maintaining a high standard of corporate governance to support the creation of shareholder value. We have a Lead Independent Director, a Board comprised of a majority of independent directors and a director share ownership requirement. More recently, theThe Board has established a Share Ownership Policy for the chief executive officer and createdall Board members. Additionally, a Sustainability Committee was created to assist the Board in its oversight of environmental and social policies.

We believe that a variety of perspectives, opinions and backgrounds among Board members is important to the Board’s ability to perform its duties. Our Board is diverse in terms of gender, ethnicity, culture, education and business backgrounds, and 80%50% of our boardBoard members contribute to gender or ethnic diversity.

We have a Code of Conduct to ensure that the conduct of our employees, officers and directors remains in compliance with laws, regulations and ethical principles. Employees, officers and directors are prohibited from engaging in derivative trading or hedging of our securities. We do not have a shareholder rights plan (“poison pill”).

Our executive compensation programs are designed to align the interests of our executives with those of our shareholders through a balanced mix of cash and long-term equity-based incentives that is benchmarked against our industry peers. We have a clawback policy that provides for pay reimbursement by an executive officer under appropriate circumstances.

MATTER NO. 1 ELECTION OF DIRECTORS

FourThree directors are to be elected at the Annual Meeting. In accordance with the Company’s articles of incorporation, the Board of Directors is divided into three classes. All directors within a class have the same three-year term of office. The class terms expire at successive annual meetings so that each year a class of directors is elected. The current terms of director classes expire in 2023 (Class C directors), 2024 (Class A directors) and, 2025 (Class B directors) and 2026 (Class C directors). Each of the Class CA directors elected at the 20232024 Annual Meeting will be elected to serve a three-year term.

With the recommendation of the Governance and Nominating Committee, the Board of Directors has nominated the following persons to stand for election as Class CA directors at the 20232024 Annual Meeting of Shareholders, with terms expiring in 2026:2027:

Wayne BurksKarin Coleman

Jay MadhuEric Hoffman

Anthony Saravanos

Peter PolitisSue Watts

Each of the nominees for election as a director has consented to serve if elected. If, as a result of circumstances not now known or foreseen, one or more of the nominees should be unavailable or unwilling to serve as a director, proxies may be voted for the election of such other persons as the Board of Directors may select. The Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve.

The persons named in the enclosed proxy card intend, unless otherwise directed, to vote such proxy “FOR” the election of Wayne Burks, Jay Madhu, Anthony SaravanosKarin Coleman, Eric Hoffman and Peter PolitisSue Watts as Class CA directors of HCI Group, Inc. The nominees receiving the fourthree highest “FOR” vote totals will be elected as directors.

MATTER NO. 1 ELECTION OF DIRECTORS

Board of Directors

Board Committee Memberships

Director Tenure

MATTER NO. 1 ELECTION OF DIRECTORS

Board Selection Process

In accordance with the Company’s articles of incorporation, the Board of Directors is divided into three classes. Each class consists of three or four directors. All directors within a class have the same three-year terms of office. The class terms expire at successive annual shareholders’ meetings so that each year one class of directors is elected at the Annual Meeting. The Board does not believe arbitrary term limits on a director’s service are appropriate, nor does it believe that directors should expect to be re-nominated upon expiration of a three-year term. Each year the Board of Directors proposes a slate of nominees for election at the Annual Meeting. Directors may be removed by shareholders at any time with or without cause.

The Governance and Nominating Committee is tasked with identifying and selecting individuals believed to be qualified as candidates to serve on the Board and recommending to the Board candidates to stand for election as directors at the Annual Meeting or, if applicable, at a special meeting of the shareholders. The Governance and

MATTER NO. 1 ELECTION OF DIRECTORS

Nominating Committee identifies director candidates in numerous ways. Generally, the candidates are known to and recommended by members of the Board of Directors or management. The Governance and Nominating Committee also considers director candidates recommended by shareholders. Shareholders may submit recommendations for Board nominees directly to the Board or at the Annual Meeting of Shareholders. See page 55 for information on submitting director nominations to the Board. A shareholder wishing to nominate an individual for election to the Board of Directors at the Annual Meeting rather than recommend a candidate to the Governance and Nominating Committee must comply with the advance notice requirements set forth in the Company’s bylaws, a copy of which can be found on the Company’s website, www.hcigroup.com, by selecting the “Investor Information” tab followed by “Corporate Governance.” Shareholders wishing to nominate an individual for election to the Board of Directors must also comply with the notice requirements of Securities and Exchange Commission Rule 14a-19(b), including a statement that the shareholder intends to solicit at least 67% of the outstanding voting shares.

Qualifications of Board Members

In selecting individuals for Board membership, the Board of Directors considers a variety of attributes, criteria and factors, including experience, skills, expertise, diversity, personal and professional integrity, character, temperament, business judgment, time availability, dedication and conflicts of interest. At a minimum, director candidates must be at least 18 years of age, have sufficient time to devote to their Board duties and have such business, financial, technological or legal experience or education to enable them to make informed decisions on behalf of the Company. A majority of the Board members must be independent, as determined by the Board of Directors, in accordance with the listing standards of the New York Stock Exchange. In general, the Board affirmatively determines whether a director has any direct or indirect material relationship with the Company. All members of the Audit Committee, Compensation Committee, and Governance and Nominating Committee must be independent, with members of the Audit Committee and the Compensation Committee meeting higher levels of independence as required by the rules of the Securities and Exchange Commission. Members of the Audit Committee must be financially literate as determined by the Board and at least one member must be an Audit Committee Financial Expert as described in the rules of the U.S. Securities and Exchange Commission.

Diversity, Skills and Experience of Directors

*Includes experience in the areas of insurance, technology and real estate.

MATTER NO. 1 ELECTION OF DIRECTORS

Diversity and Board Tenure

We believe that a variety of perspectives, opinions and backgrounds among Board members is important to the Board’s ability to perform its duties. Our Board is diverse in terms of gender, ethnicity, culture, education and business backgrounds.

Board tenure diversity is also important, as we seek to achieve an appropriate balance of years of service among Board members. Our senior directors have deep knowledge of our Company and business operations, while new directors provide fresh perspectives. Our current Board of Directors has an average tenure of 8.89.6 years.

Arrangements as to Selection and Nomination of Directors

We are not aware of any arrangements as to the selection and nomination of directors.

Independent Directors

Based upon recommendations of our Governance and Nominating Committee, the Board of Directors has determined that current directors Gregory Politis, Wayne Burks, Eric Hoffman, Jay Madhu, Sue Watts, Lauren Valiente, and Peter Politis are “independent directors” meeting the independence tests set forth in Section 303A.02 of the New York Stock Exchange Listing Manual, including having no material relationship with the Company either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. In the case of Mr. Hoffman, the Board considered his role as a Senior Managing Director of Centerbridge Partners, which invested $100 million in the Company’s subsidiary, TypTap Insurance Group, and by agreement is entitled to appoint one director to the Company’s Board. In the case of Gregory Politis and Peter Politis, the Board considered their father-son relationship. Finally, in the case of Lauren Valiente, the Board considered her Of Counsel relationship with Foley & Lardner LLP, which provides legal services to the Company. Ms. Valiente provides no legal services to the Company. She is not a partner of the firm. She does not participate in profits at the firm or the fees derived from the Company. The fees Foley & Lardner derives from the Company are a small fraction of the firm’s annual revenues.

Director Election Results

At our 20222023 Annual Meeting of Shareholders, Paresh Patel, GregoryWayne Burks, Jay Madhu, Anthony Saravanos and Peter Politis and Lauren Valiente were re-elected to the Board with vote totals detailed below.

MATTER NO. 1 ELECTION OF DIRECTORS

Biographies of Directors Standing for Election (Class C)A)

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Biographies of Directors Continuing in Office

Directors whose present terms continue until 2025 (Class B)

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Directors whose present terms continue until 2026 (Class C)

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Director Compensation

Directors who are employees of the Company do not receive any additional compensation for their service as directors. Our director compensation plan aligns with shareholder interests and market practice. During 2022,2023, each non-employee director received a cash payment of $25,000 per quarter and an annual stock award of 500 shares. Mr. Hoffman has waived his director compensation.

The following table sets forth information with respect to compensation earned by each of our directors (other than employee directors) during the year ended December 31, 2022.2023.

MATTER NO. 1 ELECTION OF DIRECTORS

The aggregate number of stock awards outstanding for each non-employee director as of December 31, 20222023 was as follows:

Principal Shareholders

The following table sets forth information regarding the beneficial ownership of our common stock as of April 12, 202315, 2024 by:

MATTER NO. 1 ELECTION OF DIRECTORS

The number and percentage of shares beneficially owned are based on 8,596,67310,276,413 common shares outstanding as of April 12, 2023.15, 2024. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, which generally require that the individual have voting or investment power with respect to the shares. In computing the number of shares beneficially owned by an individual listed below and the percentage ownership of that individual, shares underlying options, warrants and convertible securities held by each individual that are exercisable or convertible within 60 days of April 12, 2023,15, 2024, are deemed owned and outstanding, but are not deemed outstanding for computing the percentage ownership of any other individual. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all individuals listed have sole voting and investment power for all shares shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the address for each principal shareholder is HCI Group, Inc., 3802 Coconut Palm Drive, Tampa, Florida 33619.

MATTER NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company’s Audit Committee has appointed FORVIS, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.2024. Shareholders will be asked to ratify the Audit Committee’s appointment at the Annual Meeting. Regardless of the outcome of this vote, the Audit Committee will retain the sole authority to appoint the Company’s independent registered public accounting firm. If the appointment is not ratified, then the Audit Committee will reconsider its appointment. Even if the appointment is ratified, the Audit Committee may appoint a different independent registered public accounting firm for the Company.

Representatives from FORVIS are expected to be present at the Annual Meeting. They will have an opportunity to make a statement and will be available to respond to appropriate questions.

The persons named in the enclosed proxy card intend, unless otherwise directed, to vote such proxy “FOR” ratification of the appointment of FORVIS as the Company’s independent registered public accounting firm. This proposal will be approved if the number of votes for the proposal exceeds the number of votes against the proposal.

Auditing Fees

The following table sets forth the aggregate fees for services provided by Dixon Hughes Goodman, LLP, predecessor to FORVIS, LLP, and FORVIS, LLP related to the years ended December 31, 20222023 and 2021:2022:

MATTER NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Pre-Approval Policies

All auditing and non-auditing services are pre-approved by the Audit Committee. The Audit Committee delegates this authority to the Chair of the Audit Committee for situations when pre-approval by the full Audit Committee is not convenient. Any decisions made by the Chair of the Audit Committee must be disclosed at the next Audit Committee meeting.

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are seeking an advisory vote to approve the compensation of our named executive officers for 2022.2023.

This say-on-pay vote is advisory and non-binding on our Board, but our Compensation Committee will take into consideration the outcome of the vote when making future compensation decisions.

Our Board believes that our current executive compensation program appropriately links the compensation realized by our executive officers to performance and properly aligns the interests of executive officers with those of our shareholders. A description of our executive compensation programs and a discussion of the pay decisions for 20222023 for the Chief Executive Officer and our other named executive officers are included in the Compensation Discussion and Analysis below.

Our Board recommends that our shareholders vote in favor of the following resolution:

“RESOLVED” that the shareholders approve compensation paid to the Company’s named executive officers as disclosed in the Company’s Proxy Statement with respect to the Company’s 20232024 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K including the Compensation Discussion and Analysis section, the Summary Compensation Table and other compensation tables and related discussion and disclosure.

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Compensation Discussion and Analysis

The following discussion describes the principal objectives of our executive compensation programs with respect to our named executive officers, outlines the elements of those programs and describes how we believe they meet our objectives. Named executive officers include the chief executive officer, the chief financial officer and the three most highly compensated executive officers. The following individuals served as named executive officers during 2022:2023:

Under our Compensation Committee charter, the Compensation Committee has the authority to set the compensation of the named executive officers and to grant equity awards under the Company’s 2012 Omnibus Incentive Plan.

Compensation Highlights

In light2023, HCI reported strong financial results, including $117.7 million of pre-tax income. The Company’s financial performance for the Company’s performanceyear resulted in 2022, the named executive officers received:being awarded a bonus in 2023.

Further, in the view of the Compensation Committee, equity grants awarded in 2021 constitute multi-year, long term incentives negating the value of additional equity compensation during 2022. Those equity grants were made by agreement with Centerbridge Partners, L.P. in conjunction with its $100 million equity investment in the Company.

Principal Objectives and Approach

In designing our executive compensation programs, the Compensation Committee’s principal objectives are to attract and retain highly skilled executives, incentivize executives to achieve strong risk-adjusted returns, and align the interests of our executives with the interests of our shareholders. Our compensation plans are designed to incentivize executive behavior that drives positive financial performance, which leads to increased shareholder returns.

The Compensation Committee uses a common-sense approach to setting executive compensation. It considers objective measures of business performance as well as the judgment and knowledge of Committee members as to the talents, work habits and contributions of our executive officers. The Company’s financial performance and progress on its strategic goals are important factors in our compensation decisions.

MATTER NO. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Company has delivered positive financial results over the long-term, however the Committee understands that financial performance may vary from year to year depending on many factors including hurricanes and other weather events. While hurricanes are a factor our management cannot control, management can control how the Company prepares for and responds to these events. In the opinion of the Compensation Committee, the Company’s response to the hurricanes and tropical storms of the past several storm seasons was well-planned and well-executed.

Elements of Executive Compensation

The Compensation Committee uses a balanced set of pay elements to determine executive compensation levels, including base salaries, short-term cash performance bonuses and long-term equity incentives comprised of restricted stock awards and, in the case of the chief executive officer, stock purchase option awards. We believe these elements create appropriate incentives for driving strong corporate performance, align the interests of our executives with those of our shareholders, and enable us to retain and reward outstanding executive talent.

Restricted stock awards may vest over time or if the Company stock price reaches certain target levels. In either case, the awards create a significant incentive for achieving long-term financial and strategic goals and serve to retain talented executives. When determining equity awards, the Committee considers competitive market dynamics, peer-group compensation levels and the Company’s overall financial performance.

The Compensation Committee believes that reducing cash bonus compensation in favor of equity linked compensation further enhances alignment between our management team and our shareholders.

The compensation program for our chief executive officer is designed to reward outstanding performance and align pay with the interests of shareholders. During 2022,2023, our chief executive officer was paid only a base salary with no bonus or additionaland was granted a stock option award. Certain financial targets must be achieved for the stock option awards of equity. to vest. Additionally, the stock option awards include certain clawback provisions.

The chief executive officer’s 20222023 compensation was consistent with our long-term incentive program, which included one-time multi-year grants awarded in 2021, as well as a discretionary bonus tied to the overall profitability of HCI Group.

Benchmarking

To attract and retain key executives, we carefully consider our market environment when setting pay levels for our executives, recognizing that we are in a highly competitive industry in which talented people are a significant driver of value.

The company’sCompany’s incentive program was designed using two groups of peer companies representing the principal potential talent market: the property and casualty insurance industry and the software industry. While the Company’s primary business is property and casualty insurance, its success relies on the internal development and implementation of custom software. The two peer groups comprise the following companies: