Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On August 16, 2021, the Board of Directors of Doma Holdings, Inc. (the
"Company"), appointed Mike Smith as Chief Accounting Officer of the Company,
effective as of such date. In connection therewith, Mr. Smith will serve as the
Company's principal accounting officer.
Mr. Smith, age 54, most recently served as Senior Vice President, Chief
Accounting Officer and Director of Treasury of Banc of California, Inc. from
September 2018 to August 6, 2021. Prior to that he served as Chief Accounting
Officer of loanDepot, a nonbank mortgage lender, from September 2014 to July
2018. Mr. Smith received his masters and undergraduate accounting degrees from
Brigham Young University, became a certified public accountant in the state of
California in 1996 and became a certified management accountant in 1997. Mr.
Smith began his career in the audit practices of Deloitte and Grant Thornton in
Los Angeles, California.
Mr. Smith will (i) receive an annual base salary of $335,000 with a
discretionary target annual cash incentive opportunity of 50% of his annual
eligible earnings; (ii) be eligible to earn a discretionary annual award of
restricted stock units ("RSUs") under the Company's omnibus incentive plan with
a target value of $250,000; and (iii) be entitled to a one-time new hire grant
of RSUs in an amount equal to $1,000,000 at the time of such grant, such grants
in clauses (ii) and (iii) will be 100% time-based RSUs, which shall vest 25% on
the first anniversary of the related vesting commencement date and the remainder
of such RSUs will vest in 12 consecutive, equal, quarterly installments such
that the related award will fully vest on the fourth anniversary of the related
vesting commencement date, provided that Mr. Smith is continuously employed
through such date. Mr. Smith will also be eligible to participate in a variety
of employee benefit programs generally available to employees of the Company.
Additionally, Mr. Smith is entitled to a sign on bonus of $80,000, to be paid
within 30 days of his start date, and such amount to be returned to the Company
should Mr. Smith resign or be terminated for cause within 12 months.
Mr. Smith has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no
arrangement or understanding between him and any other person required to be
disclosed pursuant to Item 401(b) of Regulation S-K and has no family
relationships required to be disclosed pursuant to Item 401(d) of Regulation
S-K.
Mr. Smith is expected to enter into the same form of indemnification agreement
with the Company as the Company's directors and certain of the Company's other
officers, which agreement supplements the indemnification provisions of the
Company's charter.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.


  Exhibit No.
     10.1^         Form of Indemnification Agreement     (incorporated by reference to Exhibit 10.4
                 of the Company's Current Report on Form 8-K filed with the SEC on August 3,
                 2021)  .

^ Indicates management contract or compensatory plan.

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