Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Robert Ritchie | $866,667 | $0 | $459,125 | $0 | $2,497,500 | $0 | $0 | $3,823,292 |
| Chief Executive Officer | ||||||||
| Ben Lurie | 425,000 | 0 | 2,152,708 | 0 | 801,000 | 0 | 176,611 | 3,555,319 |
| Chief Financial Officer | ||||||||
| David Clark | 587,500 | 0 | 193,313 | 0 | 1,005,000 | 0 | 0 | 1,785,813 |
| Chairman | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Robert Ritchie | $3,823,292 | — | — | — |
| Ben Lurie | 3,555,319 | — | — | — |
| David Clark | 1,785,813 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Robert Ritchie | RSA | 2025-05-07 | — | — | 260,027 | — | $4,160,432 |
| David Clark | RSU | 2025-12-04 | — | — | 9,375 | — | — |
| Ben Lurie | RSU | 2025-12-04 | — | — | 3,516 | — | — |
| Robert Ritchie | RSU | 2025-12-04 | — | — | 22,266 | — | — |
| Ben Lurie | RSA | 2025-05-07 | — | — | 130,013 | — | 2,080,208 |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Robert Ritchie | PSU | 22,266 | — | $463,801 |
| Robert Ritchie | PSU | 11,719 | — | 244,107 |
| David Clark | PSU | 9,375 | — | 195,281 |
| Ben Lurie | PSU | 3,516 | — | 73,238 |
The intent of the compensation program is to align executives' interests with those of stockholders while providing reasonable and competitive compensation. The Board aims to reward executives for the achievement of short-term and long-term strategic goals.
| CEO STI target (% of salary) | NaN% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Meridian Compensation Partners, LLC |
| Clawback policy | The Company has a compensation recovery policy requiring the recovery of incentive-based compensation erroneously awarded in the event of an accounting restatement due to material noncompliance with financial reporting requirements. |
| Anti-hedging | The Insider Trading Policy prohibits Covered Persons and Family Members from engaging in hedging activities or other short-term or speculative transactions in the Company's securities. |
| Anti-pledging | The Insider Trading Policy prohibits Covered Persons and Family Members from pledging the Company's securities as collateral for a loan. |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-11 | 15,682,721 | 333,313 | 228,188 | 97.92% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-11 | 97.92%a |
a. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Annual cash retainer | $75,000 |
|---|---|
| Annual equity retainer | $60,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 15,000 |
| Stock ownership guideline | — |
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | American Integrity Insurance Group | 2025 | Robert Ritchie | $866,667 | $459,125 | $0 | $2,497,500 | $3,823,292 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Robert Ritchie | DEF 14A | 2026-04-17 | 0002007587-26-000043 | Section “Summary Compensation Table” · page 22. As printed: 3,823,292. Filing ↗machine: r3 · c7 · span 735338–735347 |
| 2 | Section 01, Ben Lurie | DEF 14A | 2026-04-17 | 0002007587-26-000043 | Section “Summary Compensation Table” · page 22. As printed: 3,555,319. Filing ↗ |
| 3 | Section 01, David Clark | DEF 14A | 2026-04-17 | 0002007587-26-000043 | Section “Summary Compensation Table” · page 22. As printed: 1,785,813. Filing ↗machine: r12 · c7 · span 757913–757922 |
| 4 | Section 03, Robert Ritchie RSA | DEF 14A | 2026-04-17 | 0002007587-26-000043 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 5 | Section 03, David Clark RSU | DEF 14A | 2026-04-17 | 0002007587-26-000043 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 6 | Section 03, Ben Lurie RSU | DEF 14A | 2026-04-17 | 0002007587-26-000043 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 791579–791584 |
| 7 | Section 03, Robert Ritchie RSU | DEF 14A | 2026-04-17 | 0002007587-26-000043 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 790932–790938 |
| 8 | Section 03, Ben Lurie RSA | DEF 14A | 2026-04-17 | 0002007587-26-000043 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 9 | Section 07, pay ratio | 10-K | 2026-02-27 | 0002007587-26-000016 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 10 | Section 06, 2026 vote | Form 8-K | 2026-06-12 | 0002007587-26-000076 | Item 5.07 · say-on-pay result. As reported: 97.92% (votes for as printed: 15,682,721). Filing ↗ |
| 11 | American Integrity Insurance Group (subject), Section 10b CEO total | DEF 14A | 2026-04-17 | 0002007587-26-000043 | CEO total compensation as printed in American Integrity Insurance Group's own proxy. As printed: 3,823,292. Filing ↗machine: r3 · c7 · span 735338–735347 |