UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Heritage Insurance Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Heritage Insurance Holdings, Inc.

2600 McCormick Drive Suite 300

Clearwater, Florida 33759

April 3, 201928, 2020

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 May 1, 2019,June 22, 2020, at 10:00 a.m. (ET), at the Grand Hyatt Tampa Bay, 2900 Bayport Dr., Tampa, Florida 33607.

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.

The purpose of the meeting is to consider and vote upon proposals to (i) elect nineten directors, who have been nominated for election, (ii) ratify the appointment of our independent registered public accounting firm for 20192020, (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 (iii)(v) 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 may vote by signing, dating and returning your proxy card 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 Lucas

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.

This proxy statement and our 2019 Annual Report are available online at

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

NOTICE OF 20192020 ANNUAL MEETING

OF STOCKHOLDERS

ThisWe currently intend to hold the 2020 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 2020 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 2020 Annual Meeting. Any such change will be announced via press release and the filing of additional proxy statement, includingmaterials with the form of proxySecurities and our 2018 Annual Report are first being mailed to stockholders on or about April 3, 2019.Exchange Commission.

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 20192020 Annual Meeting of Stockholders

Director Nominees

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.

Performance Highlights

Key achievements for 20182019 include:

Proxy Statement for the Annual Meeting of Stockholders of

HERITAGE INSURANCE HOLDINGS, INC.

To Be Held on May 1, 2019June 22, 2020

TABLE OF CONTENTS

HERITAGE INSURANCE HOLDINGS, INC.

2600 McCormick Drive Suite 300

Clearwater, Florida 33759

PROXY STATEMENT

This proxy statement and enclosed proxy card are being furnished commencing on or about April 3, 201928, 2020 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 1, 2019,23, 2020, the record date, are entitled to vote at the meeting, with each share entitled to one vote. We have no other voting securities.securities other than our common stock.

Questions and Answers about Voting and the Annual Meeting

When and where is the Annual Meeting being held?

Who can attend the Annual Meeting?

Who can vote at the Annual Meeting?

Will my vote be disclosed to anyone?

How can I vote if I am unable to attend the Annual Meeting?

How can I vote if my shares are held through a broker?

What is the vote required to elect directors?

PROPOSALS TO BE VOTED ON

Proposal 1: Election of Directors

Nominees

The size of the Board is currently set at ten members. At the annual meeting, the stockholders will elect nineten directors to serve until the 20202021 annual meeting of stockholders or until their respective successors are elected and qualified. The vacancy which will occur after the annual meeting and anyAny other vacancies 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 nineten 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, sevensix of our ten directors are independent. See page 1113 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 each of 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 1, 2019,23, 2020, 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 LucasLucas.. Mr. Lucas 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.

RichardWiddicombe. Mr. Widdicombe has served on our Board and as our President since we began operations in August 2012. Mr. Widdicombe served as 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 ApostolouApostolou.. Mr. Apostolou has served on our Board since we began operations in August 2012. Mr. Apostolou is the owner of Central Parking Services, which he founded in 2010. 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. Mr. Apostolou brings to the Board anin-depth knowledge of the Florida commercial and residential real estate market.

IriniBarlas. Ms. Barlas has served on our Board since August 2014. 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 Finance of Barlas & Chambers,&Chambers, 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 is a member of the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants. Ms. Barlas brings to the Board extensive experience in financial statement preparation and financial reporting and analysis.

Mark Berset. Mr. Berset has 44 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. 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

chief financial officer for Focus CFO, a financial consulting firm. From January 2005 to August 2008, Mr. Martindale worked at ProCentury as Vice President Corporate Governance. Mr. Martindale has also held various other positions in both accounting and auditing. Mr. Martindale brings to the boardBoardin-depth financial knowledge, as well as executive management and leadership experience.

James MasielloMasiello.. Mr. Masiello has served on our Board since April 2014 and served as a director pending regulatory approval in 2013. Mr. Masiello founded Alliance Holdings, Inc., the parent company of Strategic Independent Agency Alliance, Inc. (SIAA), a national alliance of insurance agents, in 1994 and has served as its Chairman and Chief Executive Officer since that time. Mr. Masiello brings to the Board extensive operational and executive leadership experience in the insurance industry.

NicholasPappas. Mr. Pappas has served on our Board since April 2014 and served as a director pending regulatory approval in 2013. Mr. Pappas is the President and owner of FlameStone American Grill, a restaurant in the Tampa area that opened in 2007. Mr. Pappas also owns or serves on the executive team of several

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, 2019.2020. 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 us 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 our two most recent fiscal years ended December 31, 2017 and December 31, 2016 and during the subsequent 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) ofRegulationS-K. In June 2018, we filed a Current Report on FormForm 8-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 itGrant 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 person 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, 2019.2020.

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.

We encourage stockholders to review the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure on pages 18-22 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.

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.

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”) 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 2020 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.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Leadership Structure

The Board determines whether it is appropriate to combine or separate the roles of Chairman of the Board and CEO depending on the Company’s circumstances at the time. Our Board currently believes it is in the best interests of the Company to combine the positions of Chairman and CEO because this provides the Company with unified leadership and direction. Mr. Lucas, who currently serves as the Company’s CEO and as Chairman of the Board, possessesin-depth knowledge of the issues, opportunities and challenges the Company faces, and is thus best positioned to develop agendas and highlight issues that ensure that the Board’s time and attention are focused on the most critical matters. In addition, the Board has determined that this leadership structure is optimal because it believes that having one leader serving as both the Chairman and CEO provides decisive, consistent and effective leadership, as well as clear accountability. Having one person serve as Chairman and CEO also enhances the Company’s ability to communicate its message and strategy clearly and consistently to its stockholders, employees, and business partners, particularly during times of turbulent economic and industry conditions. Although the Board believes that the combination of the Chairman and CEO roles is appropriate under current circumstances, it will continue to review the roles periodically to determine whether, based on the relevant facts and circumstances, separation of these offices would serve the Company’s best interests and the best interests of its stockholders.

Board of Directors Role in Risk Oversight

Our Board oversees the risk management activities designed and implemented by our management. The Board executes its oversight responsibility for risk management both directly and through its committees. The full Board also considers specific risk topics, including risks associated with our strategic plan, business operations and capital structure. In addition, the Board receives detailed regular reports from members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

Our Board has delegated to the Audit Committee oversight of our risk management process. Our other Board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk. The independent Board members also discuss the Company’s significant risks when they meet in executive session without management, as described below.

Meetings and Committees of the Board of Directors

During 2018,2019, the Board held 4 meetings.meetings and also acted by written consent in lieu of a meeting. During 2018,2019, each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board held during the period in which he or she was a director and (ii) the total number of meetings held by all of the committees of the Board on which he or she served. The Board has ana standing Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. The Audit, Compensation and Corporate Governance and Nominating Committees were formally established in May 2014 in connection with the Company’s initial public offering andCommittee which operate under written charters adopted by the Board.

At the Board meetings, independent directors of the Company meet regularly in executive session without management as required by the NYSE listing standards. Generally, executive sessions are held in conjunction with regularly-scheduled meetings of the Board. Mr. Masiello presides over executive sessions of the Board. In 2018,2019, thenon-employee independent members of the Board met in executive session 4 times.

AuditCommittee.Ms. Barlas and Messrs. Vattamattam and Walvekar serve on the Audit Committee. Ms. Barlas serves as the chairwoman of our Audit Committee and, subject to herre-election, to serve an

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

CompensationCommittee.Ms. Barlas and Messrs. Masiello and Pappas serve on the Compensation Committee. Mr. Masiello serves as the chairman of our Compensation Committee and, subject to hisre-election, to serve an additionalone-year term, the Board has selected Mr. Masiello to continue as chairman 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 2018,2019, the Compensation Committee held one meeting and also acted by written consent in lieu of a meeting.two 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 20182019 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.

CorporateGovernanceandNominatingCommittee.Messrs. Masiello, Pappas and Walvekar serve on the Corporate Governance and Nominating Committee. Mr. Pappas serves as the chairman of our Corporate Governance and Nominating Committee and, subject to hisre-election, to serve an additionalone-year term, the Board has selected Mr. Pappas to continue as chairman 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 2018,2019, the Corporate Governance and Nominating Committee held one meeting and also acted by written consent in lieu of a meeting.

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 20202021 annual stockholders’ meeting, the Corporate Secretary must receive this information no earlier than January 3, 2020February 22, 2021 and no later than the close of business on February 2, 2020March 24, 2021 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 2018,2019, 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, Houvardas, Masiello, 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 and all other facts and circumstances that the Board deemed relevant, including the beneficial ownershiprelevant. Messrs. Lucas and Widdicombe are not independent as they are executive officers of the Company’s capital stock by eachnon-employee director.Company. Mr. HouvardasMartindale, as a former CFO of the Company, is not standing forre-election atindependent. With respect to Mr. Berset, the annual meeting, at which timeBoard does not consider him to be independent given his term asaffiliation with a director will expire.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

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.

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 2018, 82019, 4 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.

BruceLucas, 47,48, is being nominated for the position of director of the Company. See “Director Nominees” for a discussion of Mr. Lucas’ business experience.

RichardWiddicombe, 60,61, is being nominated for the position of director of the Company. See “Director Nominees” for a discussion of Mr. Widdicombe’s business experience.

Kirk Lusk57,, 59, 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.

ErnieGarateix, 47,48, 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.

SharonBinnun, 57,58, 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.

JosephPeiso,, 60, 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, has served as the President of our subsidiary company, Narragansett Bay Insurance Company (“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.

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 1, 201923, 2020 (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, Florida 33759.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Program Summary

General Overview

This executive compensation program summaryCompensation Discussion and Analysis outlines our compensation philosophy, describes the process for setting compensation of our named executive officers and describesoutlines the elements of our executive compensation program and decisions in 2018.2019. For 2018,2019, our named executive officers listed below, were our CEO and our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2018:(“NEOs”) are:

Compensation Philosophy

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

20182019 Performance Highlights

In 2018, we delivered solid financial and operational performance despite net losses incurred related to Florida hurricane activity and winter storms in the northeast:Key achievements for 2019 include:

As discussed in more detail below, the Compensation Committee took into account our 20182019 financial and operational performance in making its 20182019 executive compensation decisions, and a significant portion of the annual compensation for our named executive officers were tied to our annual EBITDA performance.

Compensation Setting Process

The Compensation Committee is responsible for reviewing and approving the compensation of our CEO and our other executive officers, and for setting our executive compensation and benefits policies and programs generally. In formulating our executive compensation program, the Compensation Committee does not use a compensation consultant nor does it benchmark to a particular industry or group of companies, but it draws information from general experience of the insurance industry and comparable companies.

Each of our three named executive officersNEO has an employment agreement which provides for a minimum annual base salary and an annual cash incentive awardawards. As such, portions of our NEO’s compensation are determined based on ourthe provisions of their existing employment agreements, which, with respect to Messrs. Lucas, Widdicombe and Garateix, expire at the end of 2020.

With respect to annual EBITDA performance, as described below. Eachcash incentives, each year, the Compensation Committee reviews our EBITDA performance for the fiscal year and the individual contributions of each executive officer,NEO, and determines the size of the EBITDA cash incentive award pool and the allocation of the pool to our executive officers,NEOs, as more fully described below. Our CEO provides the Compensation Committee with recommendations regarding the allocation of the pool to our other executive officers, (other than our CEO), subject to the requirements of any individual employment agreements.agreement.

Peer Companies

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 does 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.

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.

Elements of Executive Compensation Program

Our 2018 executive compensation program consistedconsists of three primary elements:

Base Salary – We providedprovide 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 – We provided annual cash incentive awards, which were based on, and commensurate with, our 2018 EBITDA performance. 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, each of our NEOs are 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 growth. As described below, the employment agreements for certain of our named executive officers set forth a target amount ofperformance.

In addition, Mr. Lusk is entitled to an additional annual cash incentive award, subjectbased on our consolidated combined ratio each year and Mr. Moura is entitled to an additional annual cash incentive based on the achievementannual gross premiums written and combined ratio for NBIC Holdings, Inc. For purposes of certain EBITDA targets,calculating the annual cash incentive, the term combined ratio is generally defined as gross premiums adjusted for loss, loss adjustment, reinsurance costs and allocated inrecoveries, acquisition and operational costs. In calculating the discretion of the Compensation Committee.combined ratio, net investment income and other income is deducted from operating expenses.

Long-Term Equity Awards –We did not make an annual grant anyof equity awards to our named executive officers in 2018 because the grants of2019. In 2015, we granted restricted stock we made in 2015to Messrs. Lucas, Widdicombe, and Garateix, which were intended to compensate our named executive officersthem over the five years following the grant. In addition, we2018, Messrs. Lusk and Moura received restricted stock in connection with their continuing employment following our acquisition of NBIC, which stock vests over five years. We previously granted stock options to certain of our named executive officers as long-term equity incentive compensation. However, the majority of those stock options were “underwater” and therefore remained unexercised when they expired in late 2017. The Compensation Committee reserves the rightmay determine to alter its grant practice in light of business needs and changes in applicable laws and regulations, including the Tax Cuts and Jobs Acts and related repeal of the performance-based compensation exception under Section 162(m) of the Internal Revenue Code of 1986, as amended.regulations.

2019, and (ii) annual cash bonus underincentive from our EBITDA bonusincentive pool with a target amount equal to the greater of (1) $2.5 million or (2) the remainder offrom the EBITDA bonusincentive pool after paying all employee bonuses.incentives as determined by the Compensation Committee. For 2018,2019, the Compensation Committee approved a total annual cash incentive bonus for Mr. Lucas of $6.5$3.75 million, which represents a $3.0 million discretionary bonus,consists of the $1.75 million cash incentive bonus he earned when the Company achieved at least $50 million in EBITDA for 2018,2019 plus the remainder of$2 million from the EBITDA pool not awarded to eligible employees (less the amount reserved by the Compensation Committee).cash incentive pool. In making its determination, the Compensation Committee considered Mr. Lucas’ individual contributions to the Company, including the following:

Richard Widdicombe

Base Salary – The Widdicombe Amended Agreement (defined below) provides for an initial base annual salary of $1.75 million commencing in 2016. In 2018, the Compensation Committee approvedMr. Widdicombe did not receive a 5%salary increase in Mr. Widdicombe’s base salary, reflecting cost of living and inflation-based adjustments.2019.

Tim Moura

Base Salary – The Moura Agreement (defined below) provides for annual base annual salary of $850,000 commencing in 2018. In 2019, the Compensation Committee approved an aggregate 5% increase in Mr. Moura’s base salary.

Annual Cash Incentive Award – Pursuant to the Moura Agreement, for 2019, Mr. Moura was entitled to an annual cash incentive of up to $50,000 based on the Board’s approval of the EBITDA incentive pool and Mr. Moura’s performance during the calendar year, and a cash incentive under the Omnibus Incentive Plan based on NBIC’s annual gross written premium and combined ratio. In 2019, Mr. Moura received an annual cash incentive of $50,000. Mr. Moura did not receive a cash incentive under the Omnibus Incentive Plan in 2019 because NBIC’s annual gross written premium and combined ratio did not reach target levels.

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 are 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 its NEOs.Messrs. Lucas, Widdicombe, Garateix, and Lusk. These amounts are included in the “All Other Compensation” column of the Summary Compensation Table and described in a footnote. In addition, in 2018,2019, we providednon-elective matching contributions to the 401(k) accounts of all our employees, including our named executive officers, equal to 100% of the first 3% of annual compensation,each employee’s contribution, and 50% of each employee’s next 2% of contribution, subject to applicable limitations. In addition, Messrs. Lucas and Garateix each received an automobile allowance during 2019. 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.

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 statement.

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 20182019 for our principal executive officer (“PEO”) and the two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year (our “named executive officers”).NEOs. Certain information regarding 20182019 compensation and other information is provided in the narrative sections following the Summary Compensation Table.

Grants of Plan-Based Awards

Below are grants of plan-based awards made to the NEOs in 2019. Actual amounts paid under these awards are reflected in 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, 2019 for each of the named executive officers.

incentive pool with a target amount equal to the greater of (A) $2.5 million or (B) the remainder of the Company’s bonusincentive pool after paying all employee bonuses.incentives. In connection with entering into the Lucas Amended Agreement, Mr. Lucas received a grant of 750,000 shares of restricted stock, which vest in equal annual installments of 150,000 shares beginning on November 4, 2016.

Mr. Lucas would be entitled to his base salary and share-based compensation payments for the remainder of the employment term, under the Lucas Amended Agreement, in the event he is terminated by us without “Cause,” which is defined as (i) a breach of the employment agreement or (ii) any fraud, breach of fiduciary duty, gross negligence, embezzlement or misappropriation against the Company. If the Lucas Amended Agreement, expires without the Company offering him a new employment agreement with compensation levels similar to those offered under this agreement in the last year of its term, then he would be entitled to severance equal to his annual base salary in the final year of the agreement.

If Mr. Lucas dies during the term of the Lucas Amended Agreement, his estate would be entitled to 50% of his base salary for the remainder of the employment term.

Mr. Lucas may resign upon giving no less than 90 days’ notice.

If Mr. Lucas shall becomebecomes unable to perform his duties by reason of illness or injury for a consecutive period of ninety (90) days, then the Company may, within thirty (30) days, suspend of the officership of Mr. Lucas. In the event of such suspension, Mr. Lucas shallwould remain an employee of the Company and receive itshis regular compensation and all itshis regular fringe benefits as set forth above through December 31st of the following year, in which case Mr. Lucas’ employment with the Company shallwould terminate at the end of such period if Mr. Lucas has not returned to the full-time performance of his duties.

In the event of a “change of control” (as defined in the Lucas Amended Agreement), Mr. Lucas would be entitled to continue receiving, through the remainder of the term of the Lucas Amended Agreement, (i) his base salary as in effect on the change of control date, (ii) his annual bonusesincentives in amounts no less than those paid in the preceding 12 months and (iii) employee benefits as in effect on the change of control date.

Upon a termination of employment for any reason, Mr. Lucas would continue to be subject tonon-solicitation andnon-competition restrictive covenants for periods of one year and two years, respectively, following such termination.

Mr. Lusk’s Employment Agreement

Effective January 30, 2018, Mr. Lusk entered into an employment agreement, as amended October 7, 2019 (the “Lusk Agreement”), with us to serve as Chief Financial Officer of the Company until terminated. The Lusk Agreement provides for (i) an annual base salary of $850,000, (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.

Mr. Lusk may resign upon giving no less than 90 days’ notice.

If Mr. Lusk becomes unable to perform his duties by reason of illness or injury for a consecutive period of 120 days, then the Company may terminate his employment. In such event, Mr. Lusk would be entitled to all accrued but unpaid base salary and accrued and unused paid time off as of the termination date.

Upon a termination of employment, Mr. Lusk would continue to be subject tonon-solicitation andnon-compete restrictive covenants for a period of two years following such termination. However, thenon-compete covenant will not apply if the Company terminates without “Cause.”

Mr. Widdicombe’s Employment Agreement

Effective November 4, 2015, Mr. Widdicombe entered into an amended and restated employment agreement (the “Widdicombe Amended Agreement”) with us to serve as President of the Company until December 31, 2020. The Widdicombe Amended Agreement provides for (i) an annual base salary of $1.75 million commencing on January 1, 2016 (subject to annual cost of living and inflation-based adjustments), (ii) an incentive bonus under the Omnibus Incentive Plan of $375,000 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 bonusincentive under the Company’s EBITDA bonusincentive pool with a target amount of $375,000 beginning in 2016. In connection with entering into the Widdicombe Amended Agreement, Mr. Widdicombe received a grant of 250,000 shares of restricted stock, which vest in equal annual installments of 50,000 shares beginning on November 4, 2016.

Mr. Widdicombe would be entitled to his base salary and share based compensation for the remainder of the employment term, under the Widdicombe Amended Agreement, in the event he is terminated by us without “Cause,” which is defined as (i) a breach of the employment agreement or (ii) any fraud, breach of fiduciary duty, gross negligence, embezzlement or misappropriation against the Company. If the Widdicombe Amended

Mr. Garateix’s Employment Agreement

Effective November 4, 2015, Mr. Garateix entered into an employment agreement (the “Garateix Amended Agreement”) with us to serve as our Chief Operating Officer of the Company until December 31, 2020. The Garateix Amended Agreement provides for (i) an annual base salary of $750,000 commencing on January 1, 2016 (subject to annual cost of living and inflation-based adjustments) and (ii) an annual cash bonusincentive of up to $100,000 under the Company’s EBITDA bonusincentive pool during the term of the Garateix Amended Agreement, based on and subject to available funds in the Company’s EBITDA bonusincentive pool. In connection with the Garateix Amended Agreement, Mr. Garateix received a grant of 125,000 shares of restricted stock, which vest in equal annual installments of 25,000 shares beginning on November 4, 2016.

Mr. Garateix may resign upon giving no less than 90 days’ notice.

Upon a termination of employment for any reason, Mr. Garateix would be subject tonon-solicitation andnon-competition restrictive covenants for periods of five years and two years, respectively, following such termination.

Tim Moura’s Employment Agreement

Effective February 3, 2014, Mr. Moura entered into an employment agreement, as amended January 1, 2018 (the “Moura Agreement”), with NBIC Service Company, Inc., a subsidiary of the Company, to serve as President of NBIC. The Moura Agreement provides for (i) an annual base salary of $850,000 commencing on January 1, 2018, (ii) an annual cash discretionary incentive of up to $50,000 based on the Board’s approval of the EBITDA incentive pool and Mr. Moura’s performance during the calendar year, and (iii) a cash incentive under the Omnibus Incentive Plan based on NBIC’s annual gross premiums written and combined ratio. In connection with entering into the amendment to the Moura Agreement, Mr. Moura received a grant of 50,000 shares of restricted stock, which vest in equal annual installments of 10,000 shares beginning on January 1, 2019.

Mr. Moura is entitled to24-months’ notice prior to termination by us without “Cause” or for “Good Reason.” In such case, he would be entitled to his cash and share based compensation for the 24 months. “Cause” is defined as (i) the conviction of a felony, (ii) an act of fraud against the Company, (iii) a material breach of the employment agreement or the willful refusal or gross neglect to perform the duties reasonably assigned, or (iv) the breach of hisnon-compete,non-solicit, ornon-disclosure obligations which results in a material adverse effect on the Company. “Good Reason” is defined as (i) a material diminution in duties, (ii) failure to pay Mr. Moura amounts owed under the agreement, (iii) relocation of NBIC’s principal location outside a certain radius, or (v) Mr. Moura’s failure to retain his position at a potential successor to the Company.

If Mr. Moura dies during the term of the Moura Agreement, his estate would be entitled to receive accrued but unpaid base salary, time off, and any other benefits payable through the date of his death.

Mr. Moura may resign upon giving no less than 90 days’ notice.

If Mr. Moura becomes unable to perform substantially his duties for a consecutive period of 120 days, then the Company may terminate him with notice.

Upon a termination of employment for any reason, Mr. Moura would continue to be subject tonon-solicitation andnon-competition restrictive covenants for two years following such termination.

Estimated Payments Following Termination or Change in Control

We have employment agreements and award agreements, granted pursuant to our Omnibus Incentive Plan, with each of our named executive officers (collectively, the “Agreements”) that entitle them to severance payments on certain types of employment terminations.

Without “Cause” and “Good Reason” Payments

The Agreements provide each of our named executive officers with certain payments upon termination of employment by us without “cause,” as defined in their respective employment agreements. Messrs. Lucas, Widdicombe, and Moura are entitled to remaining, regularly scheduled cash and share based compensation under their employment agreements. For Messrs. Lucas and Widdicombe, such compensation will continue until December 31, 2020. For Mr. Moura, we must provide24-months’ notice prior to such termination, during which time he is entitled to his scheduled compensation and benefits. Mr. Moura is entitled to the same payment in the event of his notice of termination for “good reason,” as defined in his employment agreement. Mr. Lusk is entitled to all accrued but unpaid base salary and accrued and unused paid time off for 180 days following the termination date, subject to his release of claims against the Company.

With respect to equity, except for Mr. Lusk and Mr. Moura, if any of our named executive officers’ employment is terminated without “cause,” then the remaining unvested shares will be forfeited upon each individual’s termination date. Mr. Lusk’s unvested shares will vest upon the date of his termination other than for cause, and Mr. Moura’s unvested shares will vest upon the date of his termination without cause.

In addition, Messrs. Lucas and Widdicombe are entitled to unused vacation in a lump sum within ninety (90) days following their termination of employment.

For “Cause” Terminations

With respect to equity, in the event of a termination for “cause,” Mr. Lusk is required to immediately forfeit unvested shares. Under these circumstances, each of the other named executive officers’ equity awards will be immediately forfeited on the date that: (i) their employment is terminated; (ii) their employment could have been terminated for “cause”; or (iii) there has been a determination that a named executive officer engaged in inimical conduct.

“Change of Control” Payments

Under the employment agreements with Messrs. Lucas and Widdicombe, a “change of control” will generally be deemed to have taken place if: (i) any person, including a “group” as defined in the Securities Exchange Act of 1934, as amended, becomes the beneficial owner of Company securities having greater than 50% of the combined voting power of the then outstanding shares of the Company, subject to certain exceptions, or (ii) the persons who were directors of the Company before such transactions cease to constitute a majority of the Board, or any successor to the Company, as the direct or indirect result of or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions.

Under the employment agreements with Messrs. Lucas and Widdicombe, upon the occurrence of a “change of control,” the Company will until December 31, 2020, (i) continue to pay base salary at not less than the level applicable on the change of control date, (ii) pay incentives in amounts not less in amount than those paid during the12-month period preceding the change of control date, and (iii) continue employee benefit programs at levels in effect on the change of control date.

With respect to equity awards, upon a change of control, Mr. Lusk’s remaining unvested shares will vest upon the date of the change of control. If Mr. Moura remains employed by the successor entity following a change of control, the dollar value of his unvested awards (as of the change of control date) will be held in escrow and distributed to him in accordance with the vesting schedule in his award agreement. If Mr. Moura’s employment is terminated as a result of the change of control, his unvested awards as of the date of termination will become immediately vested on that date.

“Death” Payments

Pursuant to the employment agreements with Messrs. Lucas and Widdicombe, in the event of either of their deaths during their terms of employment, their legal representatives, respectively, are entitled to 50% of any unpaid base salary through December 31, 2020. Pursuant to Mr. Lusk’s employment agreement, in the event of his death during his term of employment, his legal representative is entitled to all accrued but unpaid base salary and accrued and unused paid time off. Pursuant to the agreement with Mr. Moura, his estate would be entitled to receive accrued but unpaid base salary, time off, and any other benefits payable through the date of his death.

With respect to equity awards, upon the death of any of the named executive officers, any unvested restricted stock awards will automatically terminate and be forfeited as of the date of death.

“Disability” Payments

Pursuant to Mr. Lusk’s employment agreement, in the event of his termination due to “disability,” he will be entitled to all accrued but unpaid base salary and accrued and unused paid time off as of the termination date.

Tax Matters

In the event any payment or benefit to the other executive officers would constitute an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code and be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the affected named executive officer will be entitled to the greater of (on a net after-tax basis): (i) the largest amount of the payment that would result in no portion of the payment or benefit being subject to the excise tax under Section 4999 of the Internal Revenue Code or (ii) the entire payment or benefit without any reduction to avoid the excise tax.

Table Showing Estimated Payments Following Termination or Change in Control

The following table shows potential payments to our named executive officers if their employment terminates under their Agreements. The amounts assume a December 31, 2019, termination date and use the closing price of our common stock as of that date of $13.25 per share.

As of December 31, 2019, our employee population consisted of approximately 530 individuals. We selected December 31, 2019, the last day of our fiscal year, as the determination date for identifying the median employee.

To identify the median employee, we calculated the amount of annual gross pay paid to all of our employees (other than our CEO). We annualized pay for those who commenced work during 2019. We did not make anycost-of-living or other adjustments in identifying the median employee.

We calculated the 2019 total annual compensation of such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of RegulationS-K). Under this calculation, the median employee’s annual total compensation was $67,838.

Utilizing the same executive compensation rules, and consistent with the amount reported in the “Total” Column of our 2019 Summary Compensation Table above for our CEO, the annual total compensation of our CEO was $6,076,316. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 90 to 1. This ratio represents a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above.

The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices, and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

This information is being provided in response to SEC disclosure requirements. Neither the Compensation Committee nor management of the Company uses the pay ratio measure in making any compensation decisions.

DIRECTOR COMPENSATION

The following table summarizes the annual compensation for ournon-employee directors during 2018.2019.

20182019 Director Compensation

AUDIT COMMITTEE REPORT

The Audit Committee of the Board consists of threenon-employee directors, Irini Barlas, Joseph Vattamattam and Vijay Walvekar, each of whom the Board has determined to be an independent director as defined in the rules of the NYSE. The Audit Committee is a standing committee of the Board and operates under a written charter adopted by the Board, which is available at www.heritagepci.com on the “Investors” page listed as “Governance Documents” under the heading “Corporate Governance.” Among its other functions, the Audit Committee has the authority and responsibility to retain and terminate the engagement of the Company’s independent registered public accounting firm (the “independent auditors”).

Management is responsible for the Company’s internal controls and the financial reporting process. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

During 2018,2019, at each of its meetings, the Audit Committee met with the senior members of the Company’s financial management team and the independent auditors. The Audit Committee’s agenda is established by the Audit Committee’s chairwoman and senior members of the Company’s financial management team. The Audit Committee met in private sessions with the Company’s independent auditors at certain of its meetings, and also separately with the Company’s head of internal audit, without management representation, to discuss financial management, accounting and internal control issues. The Audit Committee has reviewed and discussed with management and the independent auditors the audited consolidated financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2018,2019, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee discussed with the independent auditors those matters required to be discussed by the auditors under the rules adopted by the Public Company Accounting Oversight Board.

The Company’s independent auditors also provided to the Audit Committee the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent auditors that firm’s independence and considered whether thenon-audit services provided by the independent auditors are compatible with maintaining their independence.

Based on the Audit Committee’s discussion with management and the independent auditors, and the Audit Committee’s review of the representation of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2018.2019.

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 Audit Committee Report above shall not be incorporated by reference into this proxy statement.

Submitted by the Audit Committee of the Board of

Directors,

April 3, 2020

Irini Barlas (Chairwoman)

Joseph Vattamattam

Vijay Walvekar

FEES BILLED FOR SERVICES RENDERED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For the fiscal year ended December 31, 2017, Grant Thornton was our independent registered public accounting firm and billed the approximate fees for 2017 set forth below. For fiscal year ended December 31, 2018, Grant Thornton was our independent registered public accounting firm from January 1, 2018 through June 14, 2018. On June 14, 2018, the Audit Committee approved the engagement of Plante & Moran as our new independent registered public accounting firm. The approximate fees billed by Plante & Moran for 20182019 are set forth below:

The Audit Committee has adopted certain policies and procedures regarding permitted audit andnon-audit services and the annualpre-approval of such services. Each year, the Audit Committee will ratify the types of audit andnon-audit services of which management may wish to avail itself, subject topre-approval of specific services. Each year, management and the independent registered public accounting firm will jointly submit apre-approval request, which will list each known and/or anticipated audit andnon-audit services for the upcoming calendar year and which will include associated budgeted fees. The Audit Committee will review the requests and approve a list of annualpre-approvednon-audit services. Any additional interim requests for additionalnon-audit services that were not contained in the annualpre-approval request will be approved during quarterly Audit Committee meetings. Plante & Moran did not performnon-audit services for the Company in 2019, however the approval of such services if necessary in the future would follow the policies and procedures described above.

All services provided by Grant Thornton and Plante & Moran during the fiscal year ended December 31, 2019 and December 31, 2018 were approved by the Audit Committee.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In the ordinary course of our business, we have entered into transactions with our directors, officers and greater than 5% stockholders or companies in which they have a material interest. Our Audit Committee is responsible for approving related party transactions, as defined in applicable rules promulgated by the SEC. Our Audit Committee operates under a written charter pursuant to which all related party transactions are reviewed for potential conflicts of interest. Such transactions must be approved by our Audit Committee.

Agreement with Shannon Lucas

On January 1, 2017, Shannon Lucas (then Shannon Cloonen), the wife of Bruce Lucas, Chairman and CEO, entered into a consulting agreement with the Company, pursuant to which she agreed to provide consulting services related to the Company’s catastrophe reinsurance and risk management program to us at a rate of $400 per hour. Mrs. Lucas is an industry veteran with 17 years of insurance expertise and has served as the Company’s Director of Risk Management since 2013.expertise. Mrs. Lucas is responsible for all aspects of the Company’s reinsurance program, including catastrophe modeling, exposure risk management, reinsurance structuring and placement, reinsurance collections and audits, and reinsurance reporting for all regulators and rating agencies. Mrs. Lucas has extensive background in the insurance industry and has worked for several large insurance companies including Tower Hill Insurance Group, Florida Farm Bureau and United Property and Casualty Insurance Company, where she served as the Director of Risk Management. In 2018,2019, Ms. Lucas received total cash compensation of approximately $628,800.$344,400. The consulting agreement has no specific term and either party may terminate the agreement upon providing written notice. Additionally, Ms. Lucas currently serves as a director of our subsidiary Heritage Property & Casualty Insurance Company (“HPCI”). and NBIC. Ms. Lucas’ annual compensation for her role as a director of HPCI is $150,000.

Employment of BobRobert DeBoy

BobRobert DeBoy, thebrother-in-law of Bruce Lucas, Chairman and CEO, joined the Company in February 2013 as a Claims Examiner. Mr. DeBoy reports directly to a Claims Manager. In 2018,2019, Mr. DeBoy received total cash compensation of approximately $176,775. MrMr. DeBoy also participates in the Company’s benefit plans that are made available to all employees.

Employment of Timothy Sanders

Timothy Sanders, thebrother-in-law of Bruce Lucas, Chairman and CEO, joined the Company in March 2016 as a senior claims examiner. Mr. Sanders holds a bachelor’s degrees in Risk Management and Insurance from Florida State University and is a designated Senior Claims Law Associate. Upon joining Heritage, Mr. Sanders had six years of experience in liability and litigated claims. Mr. Sanders reports directly to a Claims Director. In 2019, Mr. Sanders received total cash compensation of approximately $136,106. Mr. Sanders also participates in the Company’s benefit plans that are made available to all employees.

Employment of Kevin Widdicombe

Kevin Widdicombe, the son of Richard Widdicombe, President, joined the Company in July 2013 as a Risk Modeling Analyst. His current role at Heritage is BI Analyst. Mr. Widdicombe holds a bachelor’s degree in Risk Management and Insurance from Florida State University. Mr. Widdicombe reports directly to the Data Warehouse Manager. In 2018,2019, Mr. Widdicombe received total cash compensation of approximately $208,400. Mr. Widdicombe also participates in the Company’s benefit plans that are made available to all employees.

Relationship with Mark Berset

Mark Berset joined the Board of the Company in July 2019. Mr. Berset owns and is chief executive officer of Comegys Insurance Agency, Inc. (“Comegys”), an independent insurance agency that writes insurance policies for the Company. For the years ended December 31, 2019 and 2018, the Company paid agency commission to Comegys of approximately $598,000 and $509,900, respectively. The commissions received by Comegys were based upon standard industry rates consistent with those provided to the Company’s other insurance agencies. There are no arrangements or understandings between Mr. Berset and any other persons with respect to his appointment as a director.

OTHER INFORMATION

Stockholder Proposals for the 20202021 Annual Meeting

If any stockholder intends to present a proposal to be considered for inclusion in the Company’s proxy materials in connection with the 20202021 annual meeting of stockholders, the proposal must be in proper form (per SEC Regulation 14A, Rule14a-8) and received by the Secretary of the Company on or before December 5, 2019.29, 2020. Stockholder proposals to be presented at the 20202021 annual meeting of stockholders which are not to be included in the Company’s proxy materials must be received by the Company no earlier than January 2, 2020February 22, 2021 and no later than February 1, 2020,March 24, 2021, in accordance with the procedures in the Company’s Bylaws.

Expenses of Solicitation

The Company pays the cost of preparing, assembling and mailing this proxy-soliciting material. The Company pays all costs of solicitation, including certain expenses of brokers and nominees who mail proxy materials to their customers or principals. We have engaged Georgeson LLC (“Georgeson”) as our proxy solicitor at an anticipated cost of approximately $14,000$10,500 plus reasonableout-of-pocket expenses. This estimate is subject to the final solicitation campaign approved by us and Georgeson.

“Householding” of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and other proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of the proxy statement and other proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides convenience for stockholders and cost savings for companies.

We have delivered only one copy of our proxy materials and other proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of our proxy statement (and any other proxy materials and documents sent therewith), as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. Stockholders should contact their broker or, if a stockholder is a direct holder of shares of our common stock, they should submit their request to our transfer agent in writing addressed to: Computershare Investor Services, P.O. Box 30170, College Station, Texas 77842-3170. In addition, stockholders who currently receive multiple copies of our proxy statement and other proxy materials at their address and would like to request “householding” of their communications should contact their broker or, if a stockholder is a direct holder of shares of our common stock, they should submit a request to our transfer agent in writing at the address above.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on May 1, 2019

This proxy statement and our 2018 Annual Report are available online athttp://www.edocumentview.com/HRTG.

						Your vote matters - here’s how to vote! You may vote online or by phone instead of mailing this card.
								Votes submitted electronically must be received by 11:59 p.m., EST, on April 30, 2019.
								Online Go towww.investorvote.com/HRTG or scan the QR code – login details are located in the shaded bar below.
								Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada
Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas.		☒						Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/HRTG

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4. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers. 1 Year 2 Years 3 Years Abstain Proposals — The Board of Directors recommend a vote FOR all the nominees listed, FOR Proposals X – X and for every X YEARS on Proposal X. 01 - Bruce Lucas 04 - Irini Barlas 07 - James Masiello 02 - Richard Widdicombe 05 - Mark Berset 08 - Nicholas Pappas 03 - Panagiotis (Pete) Apostolou 06 - Steven Martindale 09 - Joseph Vattamattam For Withhold For Withhold For Withhold 1 U P X 10 - Vijay Walvekar Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 0395DC + + A Board of Directors recommend a vote FOR all the nominees listed, FOR Proposals 2 and 3, and every 1 YEAR on Proposal 4. 1. Election of Directors: For Against Abstain Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

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0313XD

Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/HRTG Notice of 20192020 Annual Meeting of Stockholders

The Grand Hyatt Tampa Bay, 2900 Bayport Dr., Tampa, Florida 33607

Proxy Solicited by Board of Directors for Annual Meeting – May 1, 2019

— June 22, 2020 Bruce Lucas, Richard Widdicombe and Ernie Garateix (the “Proxies”), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Heritage Insurance Holdings, Inc. to be held on May 1, 2019June 22, 2020 or at any postponement or adjournment thereof.

Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR each of the director nominees, and FOR the ratification of the appointment of Plante & Moran, PLLC as the independent registered public accounting firm for fiscal year 2019.

2020, FOR the approval, on an advisory basis, of the compensation of our named executive officers, and FOR the option of every 1 YEAR as the frequency of future advisory votes on the compensation of our named executive officers. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

(Items (Items to be voted appear on reverse side) Proxy — Heritage Insurance Holdings, Inc. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. C Non-Voting Items + + Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. 2020 Annual Meeting Admission Ticket 2020 Annual Meeting of Heritage Insurance Holdings, Inc. Stockholders Monday, June 22, 2020, 10:00 a.m. ET The Grand Hyatt Tampa Bay 2900 Bayport Dr. Tampa, Florida 33607 Upon arrival, please present this admission ticket and photo identification at the registration desk.