UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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)

N/A

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

Payment of Filing Fee (Check the appropriate box):

Heritage Insurance Holdings, Inc.

2600 McCormick Drive Suite 3001401 N Westshore Blvd,

Clearwater,Tampa, Florida 3375933607

April 15, 202129, 2022

To Our Stockholders:

On behalf of the Board of Directors and management of Heritage Insurance Holdings, Inc., we cordially invite you to virtually attend the annual meeting of stockholders to be held on May 25, 2021Thursday, June 23, 2022 at 10:00 a.m. (ET). Due to the public health impact of the coronavirus (COVID-19) pandemic, and to support the health and well-being of our employees and stockholders, theOur annual meeting will be held as a “hybrid meeting” which means that we will host the meeting in a completely virtualperson at 1301 Atwood Avenue, Ste. 316E, Johnston, RI 02919 and also enable remote participation, including voting, via the Internet. Accordingly, you will be able to attend the annual meeting only format via live audio webcast.virtually and vote and submit questions by visiting meetnow.global/M5T5R6N.

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. You may also find electronic copies of these documents online at http://www.edocumentview.com/HRTG.

The purpose of the meeting is to consider and vote upon proposals to (i) elect nine directors, (ii) ratify the appointment of our independent registered public accounting firm for 2021,2022, (iii) approve, on an advisory basis, the compensation of our named executive officers, and (iv) transact such other business as may properly come before the meeting.

Whether or not you plan to attend the virtual meeting, your vote is important. We encourage you to vote in advance of the meeting by telephone, by Internet or by signing, dating and returning your proxy card by mail. You may also vote by attending the virtual meeting in person or virtually at www.meetingcenter.io/224279586 and voting online.meetnow.global/M5T5R6N. Full instructions for attending the meeting are contained in the proxy statement and in the enclosed proxy card.

Sincerely yours,

Richard Widdicombe

Chairman

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 15, 2021.29, 2022.

This proxy statement and our 20202021 Annual Report are available online at

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

NOTICE OF 2021 ANNUAL MEETING

OF STOCKHOLDERS

EVEN IF YOU CANNOT ATTEND THE ANNUAL MEETING, VIRTUALLY, PLEASE TAKE THE TIME TO PROMPTLY VOTE YOUR SHARES BY CAREFULLY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. CARD. IF YOU WISH TO VOTE USING A PAPER PROXY CARD, PLEASE SIGN, DATE AND RETURN THE PROXY CARD IN THE RETURN ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE.YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS EXERCISED.

Important Notice of Internet Availability of Proxy Materials for the Annual Meeting to be Held on May 25, 2021:June 23, 2022: The Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 are available at www.investorvote.com/www.edocumentview.com/HRTG.

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 20212022 Annual Meeting of Stockholders

Director Nominees

2020 Engagement and New Executive Compensation Program

2020 Say on Pay Vote and Shareholder Engagement

AtIn 2021, we continued our shareholder outreach efforts and actively engaged with our institutional investors on a variety of corporate governance matters. We welcome the 2020 annual meeting,opportunity to engage with our shareholders on matters important to them and take that feedback into account in our decision making process, as evidenced by the changes we heldmade to our inaugural Say on Pay vote, and approximately 74% of the votes cast on the proposal were cast against our named executive officers’ compensation. InCEO compensation program in 2021 in response to these results, we launched anour extensive shareholder outreach effort in which we actively reached out to 29 institutional investors, representing approximately 52% of the outstanding shares of our common stock. Thirteen of the investors we contacted, representing approximately 26% of the outstanding shares of our common stock, engaged with us. As a result of these engagement efforts, in connection with the appointment of our new CEO, we made substantial changes to our CEO compensation program, as summarized below and in the section “Compensation Discussion and Analysis.”2020.

20202021 Performance Highlights

Proxy Statement for the Annual Meeting of Stockholders of

HERITAGE INSURANCE HOLDINGS, INC.

To Be Held on May 25, 2021June 23, 2022

TABLE OF CONTENTS

i

HERITAGE INSURANCE HOLDINGS, INC.

2600 McCormick Drive Suite 3001401 N Westshore Blvd,

Clearwater,Tampa, Florida 3375933607

PROXY STATEMENT

This proxy statement and enclosed proxy card are being furnished commencing on or about April 15, 202129, 2022 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 5, 2021,25, 2022, the record date, are entitled to vote at the meeting, with each share entitled to one vote. We have no other voting securities other than our common stock.

Questions and Answers about Voting and the Annual Meeting

When and where is the annual meeting being held?

Why are you holding a virtual meeting instead of a physical meeting?

What if I have trouble accessing the annual meeting virtually?

Who can attend the annual meeting?

Do I need to register to attend the annual meeting virtually?

Can I ask questions at the annual meeting if I attend virtually?

Stockholders who virtually attend the annual meeting will have the ability to submit questions prior to and during the meeting via the annual meeting website at meetnow.global/M5T5R6N. As part of the annual meeting, we will hold a question and answer session, during which we intend to answer questions submitted both virtually and in person during the meeting that are pertinent to the meeting matters, as time permits. Rules for the meeting will be no different than if it was solely an in-person meeting. Professional conduct is appreciated and all question and answer sessions will be conducted at the appropriate time during the meeting. Questions relevant to annual meeting matters will be answered during the meeting, subject to time constraints. To ensure that as many stockholders as possible are able to ask questions during the annual meeting, each stockholder will be permitted no more than two questions. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. Responses to questions relevant to annual meeting matters that are not answered during the meeting will be posted at www.heritagepci.com on the “Investors” page.

Who can vote at the annual meeting?

Can I ask questions at the annual meeting?

Will my vote be disclosed to anyone?

How can I vote if I am the record holder of my shares?

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

If you do not submit voting instructions to your broker, your broker may still be permitted to vote your shares in certain cases. Brokers may vote your shares as described below.

What is the vote required to adopt all other proposals on the agenda?

Annual Meeting Procedures

In Person Admission to the Annual Meeting

Only record or beneficial owners of the Company’s common stock or their proxies may attend the annual meeting in person. When you arrive at the annual meeting, you must present photo identification, such as a driver’s license. Beneficial owners must also provide evidence of stock holdings, such as a recent brokerage account or bank statement.

Virtual Admission to the Annual Meeting

Only stockholders of the Company or their duly authorized proxies may virtually attend the annual meeting. Stockholders may onlyvirtually attend the annual meeting at www.meetingcenter.io/224279586. The password for the meeting is HRTG2021.meetnow.global/M5T5R6N.

The meeting will only be conducted via live audio webcast; there will be no physical meeting location.webcast. To participate invirtually at the annual meeting, stockholders of record will need the 15-digit16-digit control number that appears on your proxy card or the instructions that accompanied the proxy materials. If you would like to attend the virtual meeting virtually and you have your control number, please go to www.meetingcenter.io/224279586meetnow.global/M5T5R6N prior to the start of the meeting to log in. Online access to the webcast will open approximately 30 minutes prior to the start of the annual meeting to allow time for our stockholders to log in and test their devices’ audio system.

Virtual Admission - Beneficial Owners

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and your broker, bank or nominee is considered the stockholder of record with respect to those shares.

Beneficial owners must register for the annual meeting if they want to virtually attend, ask questions, and/or vote at the annual meeting.meeting virtually. They may register forto virtually attend the annual meeting in the following two ways:

Requests for advance registration should be directed to Computershare through either of the following methods:

Participation during the Annual Meeting

Stockholders will have the ability to submit questions during the annual meeting via the annual meeting website at www.meetingcenter.io/224279586. As part of the annual meeting, we will hold a question and answer session, during which we intend to answer questions submitted during the meeting that are pertinent to the meeting matters, as time permits.

Appraisal Rights

Stockholders do not have appraisal rights under Delaware law in connection with the matters to be voted on at the annual meeting.

Stockholder List

You may examine our stockholder list during the annual meeting by following the instructions provided on the virtual meeting website during the annual meeting. The stockholder list will also be available for examination during normal business hours for ten days prior to the annual meeting for any purpose germane to the meeting at our corporate headquarters at 1401 N Westshore Blvd, Tampa, Florida 33607.

Appraisal Rights

Stockholders do not have appraisal rights under Delaware law in connection with the matters to be voted on at the annual meeting.

Stockholder List

You may examine our stockholder list during the annual meeting by following the instructions provided on the meeting website during the annual meeting. The stockholder list will also be available for examination during normal business hours for ten days prior to the annual meeting for any purpose germane to the meeting at our corporate headquarters at 2600 McCormick Drive Suite 300, Clearwater,1401 N Westshore Blvd, Tampa, Florida 33759.33607.

PROPOSALS TO BE VOTED ON

Proposal 1: Election of Directors

Nominees

The size of the Board is currently set at nine members. Our previous Chairman and Chief Executive Officer, Bruce Lucas, served his last day as an employee and board member of the Company on November 30, 2020. Pursuant to our Bylaws, we appointed Ernie Garateix to fill the resulting vacancy on the Board and appointed Richard Widdicombe to serve as Chairman of the Board, each until the 2021 annual meeting. In addition, James Masiello retired from our Board on March 3, 2021, following which the Board size was decreased to nine directors.

At the annual meeting, the stockholders will elect nine directors to serve until the 20222023 annual meeting of stockholders or until their respective successors are elected and qualified. Any vacancy 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 nine 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, five of our nine directors are independent. See page 1215 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 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 15, 2021,25, 2022, 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

Ernie Garateix. Mr. Garateix has served as our Chief Executive Officer and as a member of our Board since December 2020. Prior to that, he 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. Mr. Garateix brings to the Board an in-depth knowledge of the insurance industry gained from his service in senior positions at the Company and his years of leadership experience at insurance carriers.

Richard Widdicombe. Mr. Widdicombe is our Chairman and has served on our Board since we began operations in August 2012, and as our President from August 2012 until December 2020. He was previously 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 an in-depth knowledge of the insurance industry gained from his years of leadership experience at multiple insurance carriers.

Pete Apostolou. Mr. Apostolou has served on our Board since we began operations in August 2012. Mr. Apostolou is the owner of Central Title Services, which he founded in 2015. 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 in the greater Tampa Bay area. Mr. Apostolou brings to the Board an in-depth knowledge of the Florida commercial and residential real estate market.

Irini Barlas. Ms. Barlas has served on our Board since August 2014 and brings over 20 years of operational and management experience in the financial services sector. 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 Chief Financial Officer of Barlas Tax & Financial Group, LLC, 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 has also held various other management positions in both accounting and operations over the years. Ms. Barlas is a member of the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants. Ms. Barlas has a strong operational background and brings to the Board extensive experience in financial statement preparation and financial reporting and analysis.

Mark Berset. Mr. Berset has 45 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 also co-founded Purpose Employer Solutions, a national payroll company, in 2010 and has served as a director since then. Mr. Berset has also co-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 an in-depth knowledge of the insurance industry gained from his years of executive management and leadership experience running insurance agencies and co-founding insurance companies and businesses in related industries.

Steven Martindale. Mr. Martindale has served on our Board since January 2018. Since October 2021, Mr. Martindale has served as Chief Financial Officer of Allied Trust Insurance Company. Since May 2018, Mr. Martindale has been the president of Smartscor, Inc, a consulting company. Prior to that, Mr. Martindale served as our Chief Financial Officer from May 2016 to January 2018 and as our Co-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

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, 2021.2022. 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 virtuallyin 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 the Company and our stockholders.

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 virtually 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, 2021.2022.

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 a non-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, and the Company has determined to hold the Say on Pay vote every year.

We encourage stockholders to review the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure on pages 17-3920-39 of this proxy statement. As discussed in the Compensation Discussion and Analysis section, we believe that our compensation policies and decisions particularly with respect to our new 2021 compensation program for our CEO, 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.

At the 20202021 annual meeting, we held our inaugural Say on Pay vote and approximately 74%79% of the votes cast on the proposal were cast againstin favor of our named executive officers’ compensation. InWe were encouraged by the positive response to these results, we launched an extensive shareholder outreach effort,the changes in which we actively reached out to 29 institutional investors, representing approximately 52% of the outstanding shares of our common stock. Thirteen of the investors we contacted, representing approximately 26% of the outstanding shares of our common stock, engaged with us.

The shareholders we engaged with primarily expressed dissatisfaction with our prior CEO’s compensation. As we value the feedback provided by these investors, the Board took action to specifically address their concerns and, in connection with the appointment of our new CEO, we made substantial changes to our CEO compensation program as summarizedimplemented in the section “Compensation Discussion and Analysis,” while still maintaining a CEO compensation program focused on retaining and motivating our CEO. The Compensation Committee believes that the CEO compensation changes for 2021, as summarized below, reflect our Board’s ongoing commitment to shareholder engagement and responsiveness.

The changes to CEO compensation, which are effective beginning with fiscal 2021, include:

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. More information on our executive compensation programs can be found below in the section “Compensation Discussion and Analysis”.

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

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Leadership Structure

The Board maintains flexibility to determine the appropriate leadership structure for the Company and whether the roles of Chairman of the Board and CEO should be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined, based upon the Company’s best interests in light of the dynamic environment in which it operates, the Board’s assessment of the Board’s leadership, and the Company’s needs from time to time. AfterCurrently, the departureoffices of Mr. Lucas from his positions as CEOthe Chief Executive Officer and Chairman of the Board the Board determined that at this time, separation of these offices would serve the Company’s best interests and the best interests of its stockholders.are separated. The Board considered that separating these offices would allow the CEO to focus on the strategic direction of the Company and the day to day leadership and performance of the Company, while allowing for the Chairman to provide guidance to the CEO, set the agenda for the Board meetings and preside over meetings of the Board.

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 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.

Meetings and Committees of the Board of Directors

During 2020,2021, the Board held fourfive meetings and also acted by written consent in lieu of a meeting fivesix times. During 2020,2021, 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 a standing Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee 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 in accordance with NYSE listing standards. Generally, executive sessions are held in conjunction with regularly-scheduled meetings of the Board. Former director James MasielloMr. Widdicombe presided over executive sessions of the Board during 2020.2021. In 2020,2021, the non-employee independent members of the Board met in executive session four times.one time. At each executive session, a presiding independent director chosen by a majority of the independent directors present presides over the session.

Audit Committee. Ms. Barlas and Messrs. Vattamattam and Walvekar serve on the Audit Committee. Ms. Barlas serves as the chairwomanchair of ourthe Audit Committee and, subject to her re-election, the Board has selected Ms. Barlas to continue as chairwomanchair of the Audit Committee. The Audit Committee is composed of non-employee directors, each of whom is independent under Rule 10A-3 under the Exchange Act and the applicable listing standards of the NYSE. Ms. Barlas and Mr. Vattamattam meets the requirements of an audit committee financial expert under SEC rules. During 2020,2021, the Audit Committee held four meetings and also acted by written consent in lieu of a meeting.two meetings.

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

Compensation Committee. Messrs. Pappas and Vattamattam and Ms. Barlas serve on the Compensation Committee. Mr. Masiello served on the Compensation Committee, as its chairman, during all of 2020 until his retirement from the Board in February 2021. Mr. Vattamattam now serves as the chairmanchair of the Compensation Committee, and subject to his election, the Board has selected Mr. Vattamattam to continue as chairmanchair of the Compensation Committee. The Compensation Committee is composed of non-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 2020,2021, the Compensation Committee held five meetingsone meeting and also acted by written consent in lieu of twofive 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 20202021 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.

Corporate Governance and Nominating Committee. Messrs. Pappas, Apostolou and Walvekar serve on the Corporate Governance and Nominating Committee. Mr. Masiello served on the Corporate Governance and Nominating Committee during all of 2020. Mr. Pappas serves as the chairmanchair of our Corporate Governance and Nominating Committee and, subject to his re-election, the Board has selected Mr. Pappas to continue as chairmanchair of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is composed of independent non-employee directors, each of whom is independent as required by the applicable listing standards of the NYSE. During 2020,2021, the Corporate Governance and Nominating Committee held one meeting and also acted by written consent in lieu of a meeting.two meetings.

The Corporate Governance and Nominating Committee is responsible for, among other things:

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 20222023 annual stockholders’ meeting, the Corporate Secretary must receive this information no earlier than January 25, 2022February 23, 2023, and no later than the close of business on February 24, 2022March 25, 2023 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 2020,2021, 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, Martindale, 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 each non-employee director has with the Company, including Mr. Martindale’s service as CFO of the Company until April 2018, and all other facts and circumstances that the Board deemed relevant. Mr. Garateix is not independent as he is our Chief Executive Officer. Mr. Widdicombe, as a former President of the Company, and Mr. Martindale, as a former CFO of the Company until April 2018, areis not considered independent under the rules of the NYSE. With respect to Mr. Berset, the Board does not consider him to be independent given his affiliation with a 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“Code of Ethics”Ethics”) that applies to all of our employees, including our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”) and our Chief Accounting Officer. The Code of Ethics is available at www.heritagepci.com on the “Investors” page listed as “Governance Documents” under the heading “Corporate Governance.”

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 the non-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 33759.1401 N. Westshore Blvd., Tampa, FL 33607.

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 2020,2021, six 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.

Ernie Garateix, 49,50, is being nominated for the position of director of the Company. See “Director Nominees” for a discussion of Mr. Garateix’s business experience.

Kirk Lusk, 60,61, has served as our Chief Financial Officer since April 2018 and as our Co-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.

Sharon Binnun, 59,60, 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.

Tim Moura, 48,49, has served as the President of our subsidiary 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.

Tim Johns, 65,66, has served as the President of our subsidiary company, Zephyr Insurance Company, since April 2018. Prior to joining us, from June 2011 to July 2017, Mr. Johns served as a health insurance executive, including as Executive Vice President and Chief Consumer Officer, of Hawaii Medical Service Association (Blue Cross Blue Shield of Hawaii). Mr. Johns has also served as a director of Hawaiian Electric Co., Inc. since February 2005 and as trustee and/or director of private real estate-related organizations and non-profit and charitable foundations.

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 5, 202114, 2022 (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,21401 N Westshore Blvd, Tampa, Florida 33759.33607.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in ownership of our common stock. They are also required to provide us with copies of any forms they file.

Based solely on our review of the reports furnished to us, we believe that during the last fiscal year, all reports filed by our directors and executive officers under Section 16(a) were made timely, except that the Form 3 filing4s to report a transaction in 2021 for Tim Johns, President, Zephyr Insurance Company, waseach of Messrs. Garateix and Lusk were not timely filed and Forms 4s to report a transaction in 2022 for each of Messrs. Apostolou, Berset, Martindale, Pappas, Vattamattam, Walvekar and Widdicombe and Ms. Barlas were not timely filed.

COMPENSATION DISCUSSION AND ANALYSIS

New Developments

2020 Say on Pay Vote and Shareholder Engagement

At the 2020 annual meeting, we held our inaugural Say on Pay vote, and approximately 74% of the votes cast on the proposal were cast against our named executive officers’ compensation. In response to these results, we launched an extensive shareholder outreach effort, in which we actively reached out to 29 institutional investors, representing approximately 52% of the outstanding shares of our common stock. Thirteen of the investors we contacted, representing approximately 26% of the outstanding shares of our common stock, engaged with us. As a result of these engagement efforts, in connection with the appointment of our new CEO, we made substantial changes to our CEO compensation program, as summarized below and in the section “Compensation Discussion and Analysis.”

What We Heard

The shareholders we engaged with primarily expressed dissatisfaction with our prior CEO’s compensation and pointed out the following concerns:

How We Responded

In response to shareholder concerns, we engaged two compensation consulting firms, significantly reduced CEO compensation and meaningfully shifted cash incentive and stock compensation from guaranteed and uncapped to performance-based, with threshold, target and maximum (capped) levels.

The changes to CEO compensation, which are effective beginning with fiscal 2021, include:

Compensation Philosophy

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

2020 Performance HighlightsCompensation Practices

Key achievements for 2020 include:

Compensation Setting Process

Roles and Responsibilities of the Compensation Committee and the CEO in Setting Executive Officer Compensation.

Compensation Committee

The Compensation Committee is responsible for reviewing and approvingreports to the Board. In accordance with its obligations as set forth in its charter, with respect to 2021 compensation, of our CEO and our other executive officers, and for setting our executive compensation and benefits policies and programs generally. Historically, in formulating our executive compensation program, ourthe Compensation Committee has not used a compensation consultant, nor hasretained counsel to assist it benchmarked to a particular industry or group of companies, butin

has instead drawn information from general experienceevaluating compensation. The Compensation Committee determines and approves executive compensation annually, with base salaries, bonus payments (for performance the prior fiscal year), performance goals for long-term incentive awards, if any, and annual incentive bonuses approved during the first quarter of the insurance industry and comparable companies. As described in more detail above under the heading “—New Developments” and below, following our 2020 annual meeting, we conducted extensive shareholder engagement on executive compensation matters, engaged two compensation consulting firms, benchmarked CEO compensation against market peers and developed a new CEO compensation program responsive to the concerns of our shareholders. We considered a variety of factors in formulating a compensation package for our CEO, including an analysis of peer companies’ CEO compensation, as discussed below under the heading “—Peer Companies.”fiscal year.

Each NEO has or with respect to Mr. Lucas and Mr. Widdicombe who are no longer employees of the Company, had, an employment agreement which provides for a minimum annual base salary and, except for Mr. Johns, annual cash and/or equity incentive awards. Mr. Garateix entered into a new employment agreement with the Company subsequent to his appointment as CEO, replacing the employment agreement he had as COO. As such, significant portions of our NEOs’ compensation are determined based on the provisions of their existing employment agreements.

With respect to annual cash incentives, each year, including in 2020,CEO

Mr. Garateix, our CEO, and other members of the management team support the Compensation Committee reviews our EBITDA performance forin the fiscal yearexecutive compensation process and the individual contributionsregularly attend portions of the applicable NEO, and determines the size of the EBITDA cash incentive award pool and the allocation of the pool to the applicable NEOs, as more fully described below.committee meetings. Mr. Johns’ annual cash incentive is based on the performance results for Zephyr. Our CEOGarateix provides the Compensation Committee with recommendationshis perspective regarding the allocationperformance of his executive leadership team, including the other named executive officers. Mr. Garateix makes recommendations to the Compensation Committee on the full range of annual executive compensation decisions, except with regard to his own compensation. Mr. Garateix was not present when his compensation was being discussed and did not vote on executive compensation matters, and neither Mr. Garateix nor other members of management attended executive sessions of the pool to our other executive officers, subject to the requirements of any individual employment agreement. Beginning in 2021, our CEO and CFO will not participate in the EBITDA cash incentive award pool, but instead will be eligible for annual performance-based cash incentives with target, threshold and maximum (capped) levels tied to company performance and qualitative individual performance.Compensation Committee.

Peer Companies

For compensation related to fiscal year 2020,2021, the Compensation Committee did not formally determine or utilize a peer group.group, but it did consider peer group data, as described below.

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.

The Compensation Committee believes that overreliance on market capitalization and revenues can be misleading, as the former is highly influenced by the Company’s and its peers’ trading multiples and consequently does not necessarily reflect the underlying size, breadth and complexity of our organization, while the latter is disproportionately impacted by our large reinsurance spend, which is accounted for as a reduction to gross revenues. As a result, the Compensation Committee generally believes annual gross premiums written representrepresents a more useful metric when selecting other insurance companies for benchmarking purposes.

As part of our shareholder engagement process,annual executive compensation review, we began benchmarkingbenchmark CEO and executive compensation against the companies listed in the table below. While thisThis benchmarking exercise did not impact fiscal 2020 compensation given the aforementioned existing employment agreements, it did influenceinfluenced Mr. Garateix’s and Mr. Lusk’s new employment agreements, which arewere effective beginning in 2021.2021, and informed the Compensation Committee of trends in executive compensation at other companies in our industry or similar industries.

Annual Cash Incentive Award – Annual cash incentive awards are performance-based and designed to motivate and reward eligible employees who contribute positively towards our growth and business strategy. Pursuant to their employment agreements, for 20202021 each of our NEOs (other than Mr. Johns) is entitled to an annual cash incentive, 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.

In addition, Mr. Lusk is entitled to an additional annual cash incentive based on our consolidated combined ratio each year and Mr. Moura is entitled to an additional annual cash incentive based on the annual gross premiums writtenperformance criteria measured over a single calendar year. For Messrs. Garateix and combined ratioLusk and Ms. Binnun, the performance criteria, targets and actual performance for NBIC Holdings, Inc. 2021 were as follows:

Long-Term Equity Awards – We did not makeOur long-term incentive plan consists of two components: (i) annual grants of time-based restricted stock that vests in one-third annual installments, beginning with the end of the grant year and (ii) annual grants of performance-based restricted stock that vest following the conclusion of the three-year performance period. Our long-term incentive plan is designed to motivate and reward long term growth and business strategy.

Pursuant to their employment agreements, for 2021 each of our NEOs (other than Mr. Johns) was entitled to an annual grant of time-based restricted stock and an annual grant of performance-based restricted stock. The performance criteria is our 3-year adjusted book value per share growth, which excludes cumulative dividends declared and accumulated other comprehensive income. The performance-based restricted stock awards are subject to the terms and conditions of an award agreement between the Company and the executive and subject to the terms and conditions of the Omnibus Incentive Plan or any other equity awards in 2020. We have made equity grants inincentive plan approved and adopted by the past to reward and motivate certain named executive officers. The Compensation Committee may determine to alter its grant practice in light of business needs and changes in applicable laws and regulations.Board under which the restricted stock is issued.

Each of these elements is described in more detail in the discussion below regarding 20202021 executive compensation decisions and in the executive compensation tables and narrative disclosures that follow.

Base Salary – The Lusk Agreement provides for an initial annual base salary of $950,000.

Annual Cash Incentive Award – Pursuant to the Lusk Agreement, Mr. Lusk willis eligible to receive an annual cash incentive with a threshold opportunity of $150,000, a target opportunity of $250,000 and a maximum opportunity of $350,000 based on performance criteria included indescribed above. Based on the Company’s executive incentive compensation program.performance described above, Mr. Lusk received a $183,000 payout under the 2021 Annual Cash Incentive Award which represents 73% of target.

Sharon Binnun

In September 2021, we entered into a new employment agreement with Ms. Binnun (the “Binnun Agreement”).

Base Salary – The Binnun Agreement (as defined below) provides for an initial annual base salary of $300,000 commencing in 2015.$525,000.

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.

Respectfully submitted by the Compensation Committee of the Board,

The Compensation Committee

Joseph Vattamattam, Chair

Irini Barlas

Nicholas Pappas

April 26, 2022

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

Joseph Vattamattam, Chair

Irini Barlas

Nicholas Pappas

March 23, 2021

EXECUTIVE COMPENSATION

Summary Compensation Table

The following Summary Compensation Table discloses the compensation information of our NEOs for our 20202021 fiscal year. Certain information regarding 20202021 compensation is provided in the narrative sections following the Summary Compensation Table.