Neptune Insurance Holdings Inc. expanded its Board of Directors from six to seven members on September 30, 2026, by electing David Noble to a new seat. The board acted by unanimous written consent to fill the vacancy effective immediately, with Noble serving as a Class I director until his term expires at the company's 2029 annual meeting of stockholders.
The company, a Delaware corporation headquartered in St. Petersburg, Florida, determined that Noble qualifies as an independent director under the rules of the U.S. Securities and Exchange Commission and the New York Stock Exchange. While the board has not yet decided which committees, if any, Noble will join, his appointment follows the standard governance procedures for non-employee directors. The company's Class A common stock trades on the New York Stock Exchange under the ticker symbol NP.
As compensation for his service on the board, Noble received a grant of restricted stock units (RSUs) covering 28,704 shares of Neptune Insurance Holdings Class A common stock. This award is issued under the company's 2025 Equity Incentive Plan and is subject to a three-year vesting schedule. One-third of the RSUs vest on September 30, 2027, designated as the Initial Vesting Date. The remaining two-thirds vest in equal quarterly installments on each three-month anniversary of that date, provided Noble maintains continuous service with the company through each vesting period.
In addition to the equity compensation, Noble entered into the company's standard form of indemnification agreement. The filing states there are no arrangements or understandings between Noble and any other person regarding his selection as a director. Furthermore, there are no family relationships between Noble and any current director or executive officer of Neptune Insurance Holdings. The company confirmed that Noble holds no direct or indirect material interest in any transaction or proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.
Neptune Insurance Holdings issued a press release on September 30, 2026, announcing Noble's election to the board. This announcement was furnished as Exhibit 99.1 to the company's Current Report on Form 8-K. The information contained in this item is furnished rather than filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any registration statement unless specifically referenced. The report was signed by Trevor Burgess, the company's Chief Executive Officer, on behalf of Neptune Insurance Holdings Inc.