{"url_path":"/sec/hrtg/10-q/2026/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1598665/0001193125-26-214067-index.html","accession_number":"0001193125-26-214067","cik":"0001598665","ticker":"HRTG","issuer_name":"Heritage Insurance Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1598665/0001193125-26-214067-index.html","primary_entity_key":"0001598665","primary_entity_name":"Heritage Insurance Holdings, Inc."},"word_count":505,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers\n\nExecutive Officer Employment Agreements\n\n(e)\n\nOn May 5, 2026, the Company entered into an amendment to the employment agreement with Timothy Moura, the President of NBIC (the “Moura Amendment”). On May 6, 2026, the Company entered into an amendment to the employment agreement with each of Ernie Garateix, the Company’s Chief Executive Officer (the “Garateix Amendment”) and Kirk Lusk, the Company’s Chief Financial Officer (the “Lusk Amendment” and together with the Moura Amendment and the Garateix Amendment, the “Amendments”).\n\nThe Garateix Amendment amended Mr. Garateix’s existing employment agreement to, beginning in 2026, (i) increase the value of his annual time-based restricted stock award from 75% to 80% of his annual base salary, (ii) increase the value of his threshold and target opportunity under his annual performance-based restricted stock award to a threshold opportunity of 55% of the target opportunity (from 50%) and a target opportunity of 125% of annual base salary (from 120%) and (iii) increase his cash severance payment multiple in the event of a termination of employment without cause or for good reason from 1.5 times to 2.0 times.\n\n38\n\n \n\nThe Lusk Amendment amended Mr. Lusk’s existing employment agreement to, beginning in 2026, (i) increase the value of his annual cash incentive award from a threshold, target and maximum opportunity of 30%, 65% and 95%, respectively, of annual base salary to 35%, 75% and 110%, respectively, of annual base salary, (ii) increase the value of his annual time-based restricted stock award from 40% to 50% of his annual base salary and (iii) increase the value of his target opportunity under his annual performance-based restricted stock award from 50% to 60% of annual base salary.\n\nThe Moura Amendment amended Mr. Moura’s existing employment agreement to, beginning in 2026, (i) decrease his annual base salary from $650,000 to $585,000, (ii) increase the value of his annual cash incentive award from a threshold, target and maximum opportunity of 15%, 19% and 40%, respectively, of annual base salary to 25%, 30% and 60%, respectively, of annual base salary, (iii) increase the value of his annual time-based restricted stock award from 15% to 20% of his annual base salary and (iv) modify the value of his target and maximum opportunity under his annual performance-based restricted stock award to a target opportunity of 50% of annual base salary (from 20%) and a maximum opportunity of 150% of the target opportunity (from 240%).\n\nThe foregoing descriptions of the Amendments are qualified in their entirety by reference to the full text of the Garateix Amendment, the Lusk Amendment and the Moura Amendment, copies of which are attached hereto as Exhibit 10.10(a), Exhibit 10.7(a) and Exhibit 10.11(a), respectively, and are incorporated by reference herein.\n\nRule 10b5-1 Trading Plans\n\nNo officers or directors, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the quarter ended March 31, 2026."}