DEF 14A of Hippo Holdings Inc.
Filed Apr 22, 2026 · FY20250001193125-26-170319
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS We currently have ten directors on our Board. At the Annual Meeting, our three Class II Directors, Lori Dickerson Fouché, Hugh R. Frater, and Richard McCathron, are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2029 and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification, or removal. On April 21, 2026, Eric Feder, a Class I Director, announced that he would be resigning from the Board effective June 3, 2026. Pursuant to our Bylaws, our Board has the authority to appoint new directors to fill vacancies created by director resignations, and has exercised such authority to appoint Stewart Ellis to the Board as a Class I director effective June 3, 2026. As set forth in our Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose term expires at the 2028 Annual Meeting of Stockholders and whose subsequent term will expire at the 2031 Annual Meeting of Stockholders; Class II, whose term currently expires at the 2026 Annual Meeting of Stockholders and whose subsequent term will expire at the 2029 Annual Meeting of Stockholders; and Class III, whose term expires at the 2027 Annual Meeting of Stockholders and whose subsequent term will expire at the 2030 Annual Meeting of Stockholders. The current Class I directors are Eric Feder(1), Laura Hay, Sam Landman and John Nichols; the current Class II directors are Lori Dickerson Fouché, Hugh R. Frater, and Richard McCathron; and the current Class III directors are Susan Holliday, Mark Schaaf and Sandra Wijnberg. Our Certificate of Incorporation and Bylaws provide that the authorized number of directors may be changed from time to time by the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as may be possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote at an election of directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as a Class II Director of the person whose name and biography appears below. In the event that any of Ms. Fouché, Mr. Frater or Mr. McCathron should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors, or the Board may elect to reduce its size. The Board of Directors has no reason to believe that any of Ms. Fouché, Mr. Frater or Mr. McCathron will be unable to serve if elected. Each of Ms. Fouché, Mr. Frater and Mr. McCathron has consented to being named in this proxy statement and to serve if elected. The Board of Directors unanimously recommends a vote FOR Proposal 1 for the election of each of the below Class II Director nominees.
Hugh R. Frater
Hugh R. Frater Hugh R. Frater has served as a member of our Board of Directors since April 2018. Since June 2023, Mr. Frater has served as the Chairman of the Board of Vessel Technologies, Inc. Previously, Mr. Frater served as the Chief Executive Officer of Fannie Mae from March 2019 to May 2022, after serving as the interim Chief Executive Officer from October 2018 to March 2019, and serving on their board since 2016. Mr. Frater served as a director of VEREIT, Inc. (NYSE: VER) beginning in April 2015, serving as its Non-Executive Chairman from September 2015 to November 2021. Mr. Frater previously led Berkadia Commercial Mortgage LLC, a national commercial real estate company providing comprehensive capital solutions and investment sales advisory and research services for multifamily and commercial properties. He served as chairman of Berkadia from April 2014 to December 2015, and he served as chief executive officer of Berkadia from 2010 to April 2014. Earlier in his career, Mr. Frater was an executive vice president at PNC Financial Services, where he led the real estate division, and was a founding partner and managing director of BlackRock, Inc. Mr. Frater holds an MBA from Columbia Business School and a bachelor’s degree from Dartmouth College. We believe Mr. Frater is qualified to serve on our Board of Directors due to his experience in executive management roles at several different companies in the real estate and financial sectors.
Richard McCathron
Richard McCathron Richard McCathron has served as a member of our Board of Directors and as our President since February 2017, and as our Chief Executive Officer since June 2022. Prior to Hippo, Mr. McCathron held senior executive positions at various insurance companies including First Connect Insurance as its President and Chief Executive Officer from October 2012 to February 2017, Home Value Protection, Inc. as its Chief Revenue Officer from April 2011 to March 2012, Superior Access Insurance Services as its President and Chief Executive Officer from June 2007 to October 2010, and Mercury Insurance Group as its Regional Vice President from April 2004 to June 2007. Mr. McCathron is both a Chartered Property and Casualty Underwriter and a Certified Insurance Counselor and sits on the board of directors of Spinnaker Insurance Company and First Connect Insurance. He is an advisor for several other insurtech companies and holds a B.S. in Finance from Oregon State University. We believe Mr. McCathron is qualified to serve on our Board of Directors due to his perspective and experience as our President and Chief Executive Officer, as well as his extensive operational and executive experience in the insurance sector. Continuing Members of the Board of Directors:
Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders)
Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders) The current(1) members of the Board of Directors who are Class I Directors are as follows:
Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders)
| Name | Age | Served as a Director Since | Position with Hippo | | Stewart Ellis(1) | 50 | 2026 | Director | | Laura Hay | 63 | 2025 | Director | | Sam Landman | 45 | 2017 | Director | | John Nichols | 65 | 2022 | Director |
Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders)
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:
Stewart Ellis
Stewart Ellis Stewart Ellis will join the Board of Directors as a non-independent director effective June 3, 2026. Mr. Ellis currently serves as our Executive Vice President and Chief Strategy Officer and will resign from this position and become a consultant to the Company effective May 1, 2026. Prior to his role as Executive Vice President and Chief Strategy Officer, Mr. Ellis served as our Chief Financial Officer from February 2019 to March 2025. Prior to joining Hippo, Mr. Ellis served as Chief Financial Officer at Activehours (d/b/a Earnin), a mobile fintech company, from April 2017 to February 2019. From July 2012 to April 2017, Mr. Ellis was employed by BloomReach, Inc., an enterprise software company where he served as Chief Financial Officer. Mr. Ellis also served as Vice President, Finance, and other roles, of 23andMe, Inc. where he was employed from September 2008 to July 2012. Mr. Ellis holds a bachelor’s degree with a concentration in Economics from Harvard College and an MBA from Harvard Business School. We believe Mr. Ellis is qualified to serve on our Board due to his substantial finance, corporate development and strategy expertise, public company executive experience and extensive historical knowledge of the Company.
Laura Hay
Laura Hay Laura Hay has been a member of our Board of Directors since October 2025. She has more than 35 years of experience in financial services and was most recently the Global Head of Insurance for KPMG International until her retirement in 2023, where she led more than 10,000 professionals across 90 countries and advised on growth strategy, innovation, and risk management. Driven by a desire to increase the number of female leaders within financial services, she launched Mind the Gap, a blog featuring C-suite and board-level women from around the world. She developed and delivered hundreds of “Confidence and Risk-Taking” workshops to over 20,000 women and male allies worldwide. She currently serves on the Boards of two publicly traded companies, MetLife and Everest Group, as well as Board of the Girl Scouts of Greater New York. Ms. Hay is a Fellow of the Society of Actuaries and earned a bachelor’s degree in Mathematics from the University of California, Berkeley. We believe Ms. Hay is qualified to serve on our Board of Directors due to her deep experience in insurance, risk identification and management, accounting and executive leadership.
Laura Hay
| (1) On April 21, 2026, the Company announced that effective June 3, 2026, Eric Feder would be resigning from the Board and Stewart Ellis would be appointed to the Board as a Class I Director. |
Sam Landman
Sam Landman Sam Landman has served as a member of our Board of Directors since December 2017. Mr. Landman currently serves as a Managing Director of Mosaic General Partnership and served as a Managing Director of Mastry Inc. since February 2021. Mr. Landman served as Managing Director of Comcast Ventures from 2009 to 2021, where he was involved in sourcing, diligencing, and advising portfolio companies across a range of categories, including fintech, commerce, social, video, healthcare, marketing technologies, and cleantech. In addition to his role on the Hippo board, Mr. Landman serves as a member of the board of several private companies. Mr. Landman holds a bachelor’s degree from Bucknell University and a Master of Business Administration from the Tuck School of Business at Dartmouth College. We believe Mr. Landman is qualified to serve on our Board of Directors due to his technology investment experience and his service as a director at numerous companies.
John Nichols
John Nichols John Nichols has served as a member of our Board of Directors since August 2022. Most recently, Mr. Nichols served as Interim Chief Executive Officer and Chairman of the Board at Protective Insurance Company where he oversaw the acquisition of the company by Progressive Insurance Company in 2021. Prior to Protective, Mr. Nichols was the CEO of Axis Reinsurance Ltd. and held various roles, including President, during a fifteen-year stint at RenaissanceRe Ventures Ltd. He currently serves on the board of Glass House Brands, a publicly traded company, and on the board of several private companies, including Delaware North Companies, Chelsea Avondale/Max Insurance and Greenie Re, and previously served on the boards of Brit Re and Sussex Re, Enhanzed Re, and National General Insurance Company. Mr. Nichols holds a Bachelor of Science in Accounting from Babson College. We believe Mr. Nichols is qualified to serve on our Board of Directors due to his extensive experience in the insurance industry, including as an executive, and his service as a director at other companies.
Class III Directors (terms to expire at the 2027 Annual Meeting)
Class III Directors (terms to expire at the 2027 Annual Meeting) The current members of the Board of Directors who are Class III Directors are as follows:
Class III Directors (terms to expire at the 2027 Annual Meeting)
| Name | Age | Director Since | Position with Hippo | | Susan Holliday | 59 | 2025 | Director | | Mark Schaaf | 49 | 2023 | Director | | Sandra Wijnberg | 69 | 2020 | Chair |
Class III Directors (terms to expire at the 2027 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows: Susan Holliday has been a member of our board of directors since October 2025. She brings over 30 years of experience in global financial services, specializing in insurance, strategy, and risk management. She worked in several areas of the IFC and the World Bank until June 2022, and prior to that, was a managing director at Swiss Re, serving as Head of Strategy for Swiss Re’s global reinsurance business and, before this, group Head of Investor Relations. She currently serves on the board of PensionBee Group plc (LSE:PBEE) and the advisory board of Xyant, and previously served as a board director in the UK, US, Brazil, Nigeria, and India, with a focus on regulated financial services. She graduated from Magdalen College, Oxford, with a degree in Modern History and completed Harvard Business School’s Advanced Management Program. She is a Chartered Accountant and a Qualified Risk Director of the DCRO Institute, holds the HBS Corporate Director Certification, and the NACD, DC. We believe Ms. Holliday is qualified to serve on our Board of Directors due to her significant insurance, insurtech, reinsurance, risk management and investor relations experience.
Mark Schaaf
Mark Schaaf Mark Schaaf has served as a member of our Board of Directors since August 2023 Mr. Schaaf currently serves as the Chief Technology Officer at Superhuman, having joined the company in August 2024. Previously, he served as Chief Operating Officer at Retool, Inc. from December 2022 to December 2023. Prior to Retool, Mr. Schaaf was the Chief Technology Officer of Instacart, where he led the engineering organization from 2018 through significant expansion in preparation for the company’s IPO. Earlier in his career, he served as Chief Technology Officer for Thumbtack and as a Senior Engineering Director at Google following its acquisition of AdMob. Mr. Schaaf holds a BS from the University of Notre Dame. We believe Mr. Schaaf is qualified to serve on our Board of Directors due to his extensive experience as an executive within the technology industry and his cybersecurity expertise.
Sandra Wijnberg
Sandra Wijnberg Sandra Wijnberg has served as a member of our Board of Directors since September 2020. From 2014 to 2019, she was an executive advisor of Aquiline Capital Partners, a subsidiary of Aquiline Holdings LLC, a registered investment advisory firm and from 2007 to 2014 was a partner and the chief administrative officer of Aquiline Holdings LLC. From 2014 through 2015, Ms. Wijnberg served as the Deputy Head of Mission for the Office of the Quartet in Jerusalem, a development project under the auspices of the United Nations. Previously, Ms. Wijnberg served as Senior Vice President and Chief Financial Officer of Marsh & McLennan Companies, Inc., a global professional services company and was treasurer and interim Chief Financial Officer of YUM! Brands, Inc. Prior to that, she held financial management positions with PepsiCo., Inc. and worked in investment banking at Morgan Stanley and Lehman Brothers. Ms. Wijnberg serves on the board of the following publicly traded companies: Automatic Data Processing, Inc., Cognizant Technology Solutions Corp., and T. Rowe Price Group, Inc., and previously served on the boards of Tyco International plc from 2003 to 2016 and TE Connectivity Ltd. from 2007 to 2009. She is a trustee of the John Simon Guggenheim Memorial Foundation. Ms. Wijnberg holds a Bachelor’s degree in English Literature from the University of California, Los Angeles, and an MBA from the University of Southern California, Marshall School of Business. We believe Ms. Wijnberg is qualified to serve on our Board of Directors due to her experience in executive leadership roles, her financial expertise, and her service as a director and audit committee chair at numerous companies.
Compensation Committee
| • | reviewing and making recommendations to our Board of Directors regarding the compensation of our directors; |
Executive Compensation Policies and Practices
| What We Do | What We Do Not Do | | ✓ Performance-based short and long-term incentives | X Executive Employment Agreements | | ✓ Independent Compensation Committee | X Major Perquisites and Other Benefits | | ✓ Independent Compensation Consultant | X Separate Executive Retirement Plans | | ✓ Compensation Recovery (“Clawback”) Policy | X Hedging and Pledging of Company Securities | | ✓ Succession Planning for CEO and Leadership ✓ Double Trigger Equity Acceleration ✓ Annual Executive Compensation Review ✓ Independent Compensation Benchmarking | X Tax Gross-Ups X Single Trigger Equity Acceleration X Guaranteed Salary Increases or Bonuses X Special Benefit Plans for Executives |
Role of Compensation Committee
Role of Compensation Committee The Compensation Committee oversees our executive compensation program policies, plans and practices, meeting regularly with and without management present, and has final authority to determine the amounts payable to our NEOs (other than for our CEO, whose compensation is recommended by the Compensation Committee and approved by the full Board). In the first quarter of the year the Compensation Committee typically approves the annual cash incentive award payouts, long-term incentive compensation awards, and any adjustments to base salary or target annual cash incentive award opportunities for the NEOs. The Compensation Committee also oversees the Company’s equity incentive plan and non-employee director compensation program.
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant During 2025, the Compensation Committee engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”) as its independent compensation consultant to assist the Compensation Committee with its oversight of the Company’s executive compensation program. Representatives from Aon regularly attend Compensation Committee meetings and provide the Compensation Committee with advice and guidance on the following topics:
Role of Independent Compensation Consultant
| • | the evaluation and selection of a compensation benchmarking comparator peer group; |
Role of Independent Compensation Consultant
| • | market benchmarking data around executive and non-employee director pay levels and design; |
Role of Independent Compensation Consultant
| • | the design of the Company’s executive compensation programs and practices; |
Role of Independent Compensation Consultant
| • | the evaluation of long-term incentive compensation practices and annual and long-term incentive plan design; |
Role of Independent Compensation Consultant
| • | the competitiveness of the executive officers’ elements of compensation; and |
Role of Independent Compensation Consultant
| • | industry trends and governance best practices that may impact policy setting. |
Role of Independent Compensation Consultant
In considering Aon’s engagement, the Committee evaluated Aon’s independence and any conflicts of interest in accordance with applicable SEC rules and NYSE listing requirements. The Committee requested and received a report from Aon addressing the independence of Aon and its senior advisors. The Committee considered Aon’s provision of other services to the Company, the fees paid by the Company to Aon as a percentage of Aon’s total revenue, Aon’s policies and procedures to prevent conflicts of interest, and the confirmation by Aon that it and its representatives have no business or personal relationship with any member of the Committee, do not own any stock of the Company, and have no business or personal relationship with any executive officer of the Company. The Committee concluded that Aon is independent of the Committee and of Company management and has no conflicts of interest in its performance of services to the Committee. In addition, the Compensation Committee evaluated the independence of its other outside advisors to the Compensation Committee, including outside legal counsel, considering the same independence factors and concluded their work for the Compensation Committee does not raise any conflicts of interest.
Peer Group Benchmarking Analysis
Peer Group Benchmarking Analysis Below is the peer group utilized by Aon and the Compensation Committee to benchmark executive compensation practices and was the group used when compensation levels for 2025 were approved (the “2025 Peer Group”). The Compensation Committee reviews and approves the companies in the peer group that are used to evaluate competitive market compensation. In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate by including companies within appropriate ranges of defined characteristics such as sector, revenue and market capitalization that have readily available information. In general, the selection criteria for the 2025 Peer Group that the Compensation Committee adopted in November 2024 consisted of the following: 1) primarily US-based insurance, insurance-tech, software products and services companies; 2) revenue in a range of 0.5 to 2.5 times the Company’s then revenue, and 3) a range of 0.3 to 4 times the Company’s then market capitalization.
2025 Peer Group
2025 Peer Group
2025 Peer Group
| Ambac Financial Grp. | Hagerty | NerdWallet | Skyward Specialty Insurance | | Domo | HCI Grp.* | NI* | The Baldwin Insurance Grp. | | Donegal Grp.* | Investors Title Company | Porch Grp. | Tiptree | | eHealth | Lemonade | Repay | Trupanion | | EverQuote | MediaAlpha | Root | Universal Insurance* | | GoHealth | MoneyLion | SelectQuote | |
2025 Peer Group
| * Denotes new peer group companies in 2025. |
2025 Peer Group
The following companies were removed from our prior peer group utilized to benchmark executive compensation for 2024: 1) Vericity, Inc. was acquired by iA Financial Corporation, Inc. in June 2024 and 2) Blend Labs, Inc. was removed because its revenue fell below the peer group selection criteria threshold. In addition to the peer group criteria above, the Compensation Committee also referenced general and specific industry surveys from other sources to determine which companies should be in the Company’s peer group. Consistent with best practices for corporate governance, the Compensation Committee reviews our peer group annually.
Key 2025 Compensation Elements
| Element | Purpose | Design | | | | compensation vests over three years for retention and long-term alignment with shareholders. |
Non-Equity Incentive Compensation
Non-Equity Incentive Compensation We offer an annual cash incentive program intended to align participants’ interests with our financial and operating goals. For service during the fiscal year ended December 31, 2025, our NEOs participated in our annual cash incentive program, with the target levels of the cash incentive awards expressed as a percentage of the NEO’s base salary (75% of base salary for Mr. McCathron and 35% of base salary for Messrs. Zeltser, Ostergaard and Stienstra) and (except for Mr. McCathron) were based 100% on Company performance for 2025, divided into three equal tranches based on performance against three metrics: 1/3 based on 2025 fiscal-year revenue, 1/3 based on second half 2025 GAAP net income, and 1/3 based on Company achievement of operational initiatives set forth in its annual operating plan (see footnote to table below). For Mr. Ellis, the Committee determined that, following his resignation as Chief Financial Officer in March 2025, in lieu of further equity grants, he would be eligible to receive cash incentives linked to the successful transition of the Chief Financial Officer role and achievement of goals in his new role as Executive Vice President and Chief Strategy Officer. Mr. Ellis ceased to be a Section 16 officer in March 2025, and as such, our Chief Executive Officer approved Mr. Ellis’s December 2025 cash incentive award based on Mr. Ellis’s performance during 2025. The Committee determined the performance goals and targets for each NEO, except Mr. McCathron. For Mr. McCathron, the Board determined his target bonus amount and divided his bonus into three equal tranches based on performance against three metrics: 1/3 based on achievement in key strategic drivers for the Company as predefined by the Board, 1/3 based on of the Company’s achievement of its goal for 2025 GAAP net income set forth in its annual operating plan, and 1/3 based on Company achievement of total shareholder return for 2025 as compared against an index. The annual cash incentive for the NEOs other than Mr. McCathron had a maximum possible payout of 150% of target, and Mr. McCathron’s annual cash incentive had a maximum payout of 100%.
2025 Annual Cash Incentive Compensation Metrics (NEOs(1) other than CEO)
2025 Annual Cash Incentive Compensation Metrics (NEOs(1) other than CEO)
2025 Annual Cash Incentive Compensation Metrics (NEOs(1) other than CEO)
| Metric | Weighting | Threshold (50%) | Target (100%) | Maximum (150%) | | Full-year 2025 Revenue | 33.3% | $450M(2) | $469M | $487M | | 2nd Half 2025 Net Income | 33.3% | $Q4 = (4M) | Q4 = >$1M | Q3 & Q4 = >$0M | | 2025 Company Goals(3) | 33.3% | N/A | Achievement | N/A |
2025 Annual Cash Incentive Compensation Metrics (NEOs(1) other than CEO)
| 1) | As previously noted, Mr. Ellis’s cash incentive compensation was based on successful transition of the Chief Financial Officer role and success in his new role as Executive Vice President and Chief Strategy Officer. |
2025 Annual Cash Incentive Compensation Metrics (NEOs(1) other than CEO)
| 2) | M = million |
2025 Annual Cash Incentive Compensation Metrics (NEOs(1) other than CEO)
| 3) | The 2025 Company goals were as follows: (1) scale new homes business through new builders, carriers and channels; (2) deliver measurable improvement in customer experience; and (3) further improve operations to enhance stability, efficiency and scalability of our business. |
2025 Annual Cash Incentive Compensation Metrics (NEOs(1) other than CEO)
For Mr. McCathron, the Compensation Committee selected different performance metrics for his 2025 annual cash incentive award than those selected for the other NEOs because the Compensation Committee is incorporating broader Companywide operating objectives tied specifically to the CEO’s area of focus. The Compensation Committee determined this was an appropriate structure due to the CEO’s ultimate responsibility for the long-term strategy of the entire enterprise and accountability for execution of growth initiatives as well as for share price performance.
2025 Annual Cash Incentive Compensation Metrics (CEO)
2025 Annual Cash Incentive Compensation Metrics (CEO)
2025 Annual Cash Incentive Compensation Metrics (CEO)
| Metric | Weighting | Threshold (50%) | Target (100%) | Maximum (150%) | | 2025 Net Income(1) | 33.3% | N/A | $(69) M | N/A | | CEO Performance(2) | 33.3% | N/A | N/A | N/A | | Company TSR(3) | 33.3% | 50th percentile(4) | 75th percentile | N/A |
2025 Annual Cash Incentive Compensation Metrics (CEO)
| 1) | Payable if the Company achieves its plan for GAAP net income for fiscal year 2025. |
2025 Annual Cash Incentive Compensation Metrics (CEO)
| 2) | Payable based on the CEO’s performance in relation to strategic matters as determined by the Board. |
2025 Annual Cash Incentive Compensation Metrics (CEO)
| 3) | Payable based on the Company’s Total Shareholder Return (TSR) compared to the HSCM Insurtech Index for the period from March 1, 2025 to February 28, 2026 to capture a one-year period. |
2025 Annual Cash Incentive Compensation Metrics (CEO)
| 4) | For the TSR performance metric, 25% of target would be paid out if the Company achieved the 25th percentile. |
Target Annual Cash Incentive Awards – 2025 vs. 2024
Target Annual Cash Incentive Awards – 2025 vs. 2024
Target Annual Cash Incentive Awards – 2025 vs. 2024
| Executive | % of Base Salary 2024 | % of Base Salary 2025 | % Point Increase | | Richard McCathron | 50% | 75% | 25% | | Stewart Ellis | 50% | N/A | N/A | | Guy Zeltser | 25% | 35% | 10% | | Torben Ostergaard | 25% | 35% | 10% | | Michael Stienstra | 25% | 35% | 10% |
Target Annual Cash Incentive Awards – 2025 vs. 2024
As part of an ongoing shift to increase the pay for performance aspects of the Company’s executive incentive plan, the Compensation Committee determined to leave salary levels unchanged, and instead to increase the cash incentives for various leaders from 25% to 35%, with the CEO being increased from 50% of base salary to 75% of base salary. The decision to take these actions was to slow the increase of fixed compensation, have a cash incentive policy that was similar to peers to help attract, motivate and retain key leaders and to better align performance and compensation. In addition, in April 2025, the Company granted a one-time bonus of $75,000 to Mr. McCathron in recognition of his contributions as Chief Executive Officer during 2024. The Company also granted a cash award of $1,000,000 to Mr. Ellis in March 2025, and another $1,000,000 cash award in December 2025, in recognition of the successful transition of the Chief Financial Officer role and achievement in his new role.
2025 Annual Cash Incentive Payout – NEOs (other than CEO)
2025 Annual Cash Incentive Payout – NEOs (other than CEO) In March 2026, the Compensation Committee determined that the following 2025 annual cash incentive metrics had been achieved at the following levels for the NEOs other than the CEO and former CFO:
2025 Annual Cash Incentive Payout – NEOs (other than CEO)
| Metric | Weight | 100% Payout | 150% Payout | Achievement | Payout | | Fiscal year 2025 Revenue | 33.3% | $469M | $487M | $469M | 100% | | 2nd Half 2025 Net Income | 33.3% | Q4: >$1M | Q3 + Q4: >$0M* | $13M* | 150% | | 2025 Company Goals** | 33.3% | Achievement | N/A | Achieved | 100% | | Total | 100% | | | | 117% |
2025 Annual Cash Incentive Payout – NEOs (other than CEO)
| * Excluding a one-time gain resulting from the sale of the Company’s homebuilder distribution network which closed on July 1, 2025. |
2025 Annual Cash Incentive Payout – NEOs (other than CEO)
| ** 100% paid if operational initiatives behind the Company’s 2025 goals were accomplished, in the discretion of the Board and the CEO. The Board and CEO determined that these operational initiatives were achieved, as follows: |
2025 Annual Cash Incentive Payout – NEOs (other than CEO)
| (1) Scale new homes business through new builders, carriers and channels: the sale of the Company’s homebuilder network resulted in the Company having approximately 3 times the access to new home closings versus the original target |
2025 Annual Cash Incentive Payout – NEOs (other than CEO)
| (2) Deliver measurable improvement in customer experience versus 2024: Customer Support (Service) Satisfaction (CSAT) increased from 65% to 79%, Claims CSAT increased from 46% to 54%, sales improved response time increased to 46% from 32%, billing escrow non-pay cancellations reduced by 25% and complaint volume decreased from 343 to 177. |
2025 Annual Cash Incentive Payout – NEOs (other than CEO)
| (3) Further improve operations to enhance stability, efficiency and scalability of our business: over $865,000 saved from vendor optimization, claims system migration, contact center platform upgrade and development operations modernization and over 10,000 hours of employee capacity saved due to major automation improvements. |
2025 Annual Cash Incentive Payout – CEO
2025 Annual Cash Incentive Payout – CEO In March 2026, the Board determined that the following 2025 annual cash incentive metrics had been achieved at the following levels for the CEO:
2025 Annual Cash Incentive Payout – CEO
| Metric | Weight | 100% Payout —After | Achievement | Payout | | 2025 Net Income | 33.3% | $(69)M | $(33)M* | 100% | | CEO Performance | 33.3% | Board discretion | Achieved** | 100% | | TSR Performance | 33.3% | 75th percentile | 75th percentile | 100% | | Total | | | | 100% |
2025 Annual Cash Incentive Payout – CEO
| * Excluding a one-time gain resulting from the sale of the Company’s homebuilder distribution network. |
2025 Annual Cash Incentive Payout – CEO
| ** Based on the Company’s achievement of its 2025 Company Goals as described in the previous table. |
Equity Compensation
Equity Compensation We maintain an incentive plan, the 2021 Incentive Award Plan, referred to below as the 2021 Plan, in order to facilitate the grant of cash and equity incentives to directors, employees (including our NEOs), and consultants of our company and certain of its affiliates and to enable our Company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success. It is our practice to make annual equity awards. Equity incentive awards are an important part of our overall compensation program as they reward and incentivize performance, assist in attracting and retaining talented employees and help to align employee interests with the interests of our stockholders. In 2025, we granted equity awards in the form of restricted stock units (“RSUs”) to all of the NEOs. RSUs have upside potential but deliver some value even during periods of market or share price volatility, reinforcing an ownership culture and motivating our NEOs to continue their service with us. RSUs granted to our NEOs vest in equal installments over three years, subject to the NEO’s continued service with us through each vesting date. In 2025, we also began a shift toward a long-term, performance-driven mix by reintroducing performance restricted stock units (“PRSUs”) to our CEO. Our CEO’s award was split 25% as PRSUs, and 75% as RSUs. The Compensation Committee is shifting to a more performance-based executive compensation model over time and believed it appropriate to begin reintroducing PRSUs at the CEO level first before including them for the other executives. In March 2025, we granted the following equity incentive awards to our NEOs:
Equity Compensation
| Executive | RSUs ($) | PRSUs ($) | | Richard McCathron | 3,750,000 | 1,250,000 | | Stewart Ellis | 1,250,000 | — | | Guy Zeltser | 1,500,000 | — | | Torben Ostergaard | 700,000 | — | | Michael Stienstra | 700,000 | — |
Equity Compensation
Each award of RSUs vests ratably on a quarterly basis over a three-year period following the February 15, 2025 commencement date, so that 100% of the RSUs will be vested on February 15, 2028, subject to the applicable NEO’s continued service with the Company through the applicable vesting date. Mr. McCathron’s PRSUs vest based upon the Company’s TSR performance compared to the HSCM Insurtech Index over a three-year period from March 1, 2025 to February 28, 2028. The HSCM Insurtech Index is currently comprised of the following companies:(1)
Equity Compensation
| Accelerant Holdings* | Essent Group Ltd. | Hagerty Inc. | Neptune Insurance Holdings Inc.* | Skyward Specialty Insurance Group Inc. | | Ategrity Specialty Insurance Company Holdings* | EverQuote Inc. | Hamilton Insurance Group | Oscar Health Inc. | Slide Insurance Holdings Inc.* | | Baldwin Insurance Group Inc. | Exzeo Group Inc.* | Hippo Holdings Inc. | Palomar Holdings Inc. | Trupanion Inc. | | Bowhead Specialty Holdings Inc. | GoHealth Inc. | Kinsale Capital Group Inc. | Quinstreet Inc. | |
Equity Compensation
| CCC Intelligent Solutions Holdings Inc. | Goosehead Insurance Inc. | Lemonade Inc. | Root Inc. | | Clover Health Investments Corp. | Guidewire Software Inc. | MediaAlpha Inc. | SelectQuote Inc. |
Equity Compensation
| 1) | The HCSM Insurtech Index is rebalanced on a quarterly basis. The following changes were made to the HCSM Insurtech Index in the first quarter of 2026: NeueHealth Inc. was taken private in October 2025 and removed from the index at the first quarter 2026 rebalance (and was kept in the list for purposes of measuring TSR for the year), and the following companies that went public in 2025 (each denoted with a * above) were added to the index (and were not included in the list used to calculate TSR): 1) Accelerant Holdings; 2) Ategrity Specialty Insurance Company Holdings; 3) Exzeo Group Inc. (carveout from parent HCI Group); 4) Neptune Insurance Holdings Inc.; and 5) Slide Insurance Holdings Inc. |
Equity Compensation
The Compensation Committee believes that the HSCM Insurtech Index is an appropriate index for comparison for purposes of Mr. McCathron’s PRSUs and annual incentive compensation award because it contains several insurtech companies with relatively comparable business models that are similar in size and maturity to the Company. The payout curve for the PRSUs is as follows:
Equity Compensation
| TSR Performance* | % Achievement | | 75th percentile or above | 100% | | 50th percentile | 50% | | 25th percentile | 25% |
Equity Compensation
| * Percentile rank interpolated between each percentile with the % achievement rounded to the nearest whole number (no fractional shares). In the event the Company’s TSR is negative over the performance period, payout is limited to 50% (notwithstanding the Company’s actual TSR performance). |
Vesting of PRSUs Granted in 2022
Vesting of PRSUs Granted in 2022 In September 2025, the Compensation Committee approved the vesting of 30% of the PRSUs granted to Messrs. McCathron, Ellis, Ostergaard and Stienstra in 2022 (the “2022 PRSUs”), as the Company had achieved the fourth revenue milestone under the 2022 PRSUs of generating at least $425 million in revenue.
Executive Compensation Arrangements
Executive Compensation Arrangements We do not enter into executive employment agreements with any of our NEOs, and our long-term incentive plan provides for double-trigger vesting of equity awards (for all holders, including our NEOs) such that a termination of employment alone does not trigger accelerated vesting of equity awards.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs with respect to the years ended December 31, 2023, December 31, 2024, and December 31, 2025 (or, if shorter, time as NEO).
Summary Compensation Table
| Name | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Richard McCathron, President and Chief Executive Officer | 2025 | 660,000 | 75,000 | 4,767,265 | 495,000 | — | 5,997,265 | | | 2024 | 660,000 | — | 1,756,250 | 433,125 | — | 2,849,375 | | | 2023 | 645,000 | — | 1,850,000 | 165,000 | — | 2,660,000 | | Stewart Ellis, Former Chief Financial Officer | 2025 | 605,000 | 2,000,000 | 1,250,013 | 228,071 | — | 4,083,084 | | | 2024 | 605,000 | — | 1,678,750 | 473,853 | — | 2,757,603 | | | 2023 | 591,250 | — | 1,850,000 | 151,250 | — | 2,592,500 | | Guy Zeltser, Chief Financial Officer | 2025 | 450,000 | — | 1,500,021 | 183,750 | — | 2,133,771 | | Torben Ostergaard, President and CEO, Spinnaker | 2025 | 475,000 | — | 700,018 | 193,958 | — | 1,368,976 | | | 2024 | 468,307 | — | 355,750 | 204,657 | — | 1,028,714 | | Michael Stienstra, GM & Chief Insurance Officer, HHIP | 2025 | 450,000 | — | 700,018 | 183,750 | — | 1,333,768 |
Summary Compensation Table
| (1) In April 2025, the Board approved a one-time bonus of $75,000 for Mr. McCathron in recognition of his achievements as Chief Executive Officer. For Mr. Ellis, the Compensation Committee approved a $1,000,000 cash award in March 2025, and Mr. McCathron approved a $1,000,000 cash award in December 2025, in recognition of Mr. Ellis’s successful transition of the Chief Financial Officer role and contributions in his new role. |
Summary Compensation Table
| (2) Amounts reported represent the aggregate grant-date fair value of the RSUs and PRSUs awarded to the NEOs, calculated in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 16 to our financial statements in our Annual Report on Form 10-K. |
Summary Compensation Table
| (3) For the year ended December 31, 2025, the Compensation Committee approved cash incentive compensation awards to the NEOs except for Mr. McCathron, target levels for which were expressed as a percentage of base salary (for 2025, 35% for each of Messrs. Zeltser, Ostergaard and Stienstra), payable based on the Company’s 2025 performance, as described above. For Mr. McCathron, the Board approved a performance-based cash incentive award of 75% of base salary, with 33.33% payable if the Company achieved its annual operating plan goal with respect to net income, 33.33% based on performance in strategic matters in the discretion of the Board, and 33.33% payable based on the Company’s performance relative to the HSCM Insurtech Index for the period from March 1, 2025 to February 28, 2026. See “Compensation Discussion & Analysis – Non-Equity Incentive Compensation.” The cash incentive awards for all of the NEOs were earned in 2025 and paid in March 2026. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | | | | Name | Grant Date | Type of Award(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: # of Units (#) | Grant Date Value of Stock Awards(4) ($) | | Richard McCathron | | Annual Incentive | 247,500 | 495,000 | 495,000 | | | | | | | | 3/5/2025 | RSU | | | | | | | 126,733 | 3,750,029 | | | 3/5/2025 | PRSU | | | | 312,500 | 1,250,000 | 1,250,000 | | 1,250,000 | | Stewart Ellis | | Annual Incentive | | | | | | | | | | | 3/4/2025 | RSU | | | | | | | 42,794 | 1,250,013 | | Guy Zeltser | | Annual Incentive | 78,750 | 157,500 | 236,250 | | | | | | | | 3/4/2025 | RSU | | | | | | | 51,353 | 1,500,021 | | Torben Ostergaard | | Annual Incentive | 83,125 | 166,250 | 249,375 | | | | | | | | 3/4/2025 | RSU | | | | | | | 23,965 | 700,018 | | Michael Stienstra | | Annual Incentive | 78,750 | 157,500 | 236,250 | | | | | | | | 3/4/2025 | RSU | | | | | | | 23,965 | 700,018 |
Grants of Plan-Based Awards
| 1 | “Annual Incentive” refers to annual cash incentive opportunities under our short-term cash incentive program that are earned based on the achievement of pre-established financial metrics and Company goals. See “Compensation Discussion & Analysis – Non-Equity Incentive Compensation.” Each RSU and PRSU represents a contingent right to receive one share of our Common Stock upon vesting of the award pursuant to its terms and subject to the 2021 Plan. See “Compensation Discussion & Analysis – Equity Compensation.” |
Grants of Plan-Based Awards
| 2 | These amounts represent the potential cash payouts under the annual non-equity incentive program for 2025, measured as of the date of grant. The threshold is based on an achievement of 50% of all performance goals at 50%, the target is based on an achievement of all performance goals at 100% and the maximum is based on the achievement of all performance goals at the highest level, which caps out at 150%. |
Grants of Plan-Based Awards
| 3 | These amounts represent the threshold, target, and maximum number of PRSUs that could be earned by Mr. McCathron based on the Company’s TSR as compared to the HSCM Insurtech Index for the three-year performance period from March 1, 2025 to February 28, 2028. |
Grants of Plan-Based Awards
| 4 | Reflects the aggregate grant date fair value of the RSU and PRSU awards, calculated in accordance with FASB ASC Topic 718 and based on the closing price of our Common Stock on the grant date. The value of the PRSU award is based upon the probability of achieving the performance conditions as of the grant date. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Richard McCathron | 2/15/2025(2) | — | — | — | — | 95,050 | 2,859,104 | — | — | | | 2/15/2025(3) | — | — | — | — | — | — | 42,244 | 1,270,700 | | | 2/15/2024(4) | — | — | — | — | 15,625 | 470,000 | — | — | | | 5/15/2022(5)(6) (10) | 65,146 | 9,306 | 15.88(7) | 6/5/2032 | 2,306 | 69,365 | 26,450 | 795,616 | | | 2/15/2022(8) | 107,364 | — | 15.88(7) | 4/11/2032 | — | — | — | — | | | 9/15/2021(8) | 25,355 | — | 15.88(7) | 9/10/2031 | — | — | — | — | | | 8/27/2020(9) | 27,816 | — | 15.88(7) | 9/28/2030 | — | — | — | — | | | 5/13/2019(9) | 15,307 | — | 8.50 | 5/13/2029 | — | — | — | — | | | 1/22/2019(9) | 14,489 | — | 8.50 | 1/22/2029 | — | — | — | — | | | 1/23/2018(10) | 6,543 | — | 4.00 | 1/23/2028 | — | — | — | — | | Stewart Ellis | 2/15/2025(2) | — | — | — | — | 26,746 | 804,520 | — | — | | | 2/15/2024(4) | — | — | — | — | 15,625 | 470,000 | — | — | | | 5/15/2022(5) | — | — | — | — | — | — | 26,450 | 795,616 | | | 2/15/2022(8) | 101,067 | — | 15.88(7) | 4/11/2032 | — | — | — | — | | | 9/15/2021(8) | 25,351 | — | 15.88(7) | 9/10/2031 | — | — | — | — | | Guy Zeltser | 2/15/2025(2) | — | — | — | — | 38,515 | 1,158,532 | — | — | | | 2/15/2024(4) | — | — | — | — | 3,125 | 94,000 | — | — | | | 5/15/2022(10) | 2,236 | 1,118 | 15.88(7) | 6/29/2032 | — | — | — | — | | | 5/15/2022(5) | — | — | — | — | — | — | 15,525 | 466,992 | | Torben Ostergaard | 2/15/2025(2) | — | — | — | — | 17,974 | 540,658 | — | — | | | 2/15/2024(4) | — | — | — | — | 3,125 | 94,000 | — | — | | | 5/15/2022(5) | — | — | — | — | — | — | 26,450 | 795,616 | | Michael Stienstra | 2/15/2025(2) | — | — | — | — | 17,974 | 540,658 | — | — | | | 2/15/2024(4) | — | — | — | — | 3,125 | 94,000 | — | — | | | 5/15/2022(5) | — | — | — | — | — | — | 15,525 | 466,992 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Represents the fair market value per share of our common stock of $30.08 on December 31, 2025, which was the last trading day of 2025, multiplied by the number of shares that had not vested as of December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The RSUs vest over three years, with 1/12 of the RSUs vesting on each quarterly anniversary following the vesting commencement date, subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The PRSUs vest based on the Company’s TSR performance compared to the HSCM Insurtech index over a three-year performance period from March 1, 2025 to February 28, 2028. Vesting of the PRSUs is subject to continued service with the Company through the applicable vesting date. The number of PRSUs in the table above represent attainment at maximum level. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The RSUs vest over two years, with 1/8th of the RSUs vesting on each quarterly anniversary following the vesting commencement date, subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The PRSUs vest over four years contingent on the satisfaction of both a one-year service-based requirement and performance-based requirements divided into three separate tranches of performance goals based on the Company’s stock price, revenue and adjusted gross profit. Vesting of the PRSUs is subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The RSUs vest over four years, with 1/16th of the RSUs vesting on each quarterly anniversary following the vesting commencement date, subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (7) On March 1, 2023, the Board approved a one-time repricing of certain out-of-the-money stock options held by employees who remained employed through March 6, 2023, including the NEOs, with each such stock option repriced to have a per share exercise price of $15.88, |
Outstanding Equity Awards at Fiscal Year-End
| the closing price of the Company’s common stock on March 6, 2023, except that each stock option held by certain of our executives, including our NEOs, that was repriced was subject to a one-year exercise premium of two times the $15.88 exercise price, or $31.76. The exercise premium would have applied to any exercise of repriced options by an NEO, or the cessation of the NEO’s service to the Company, prior to March 6, 2024. On March 6, 2024, the exercise premium applicable to the NEOs’ repriced options expired and was removed. There were no changes to the number of shares, the vesting schedule or the expiration date of the repriced stock options. |
Outstanding Equity Awards at Fiscal Year-End
| (8) 1/16th of the shares underlying the option vest on each of the first four quarterly anniversaries following the vesting commencement date, and 3/16ths of the shares vest on each of the following four quarterly anniversaries thereafter, subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (9) 1/48th of the shares underlying the option vest on each monthly anniversary of the vesting commencement date, subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (10) 1/16th of the shares underlying the option vest on each quarterly anniversary of the vesting commencement date, subject to continued service with the Company through the applicable vesting date. |
Options Exercised and Stock Vested
Options Exercised and Stock Vested The following table shows options exercised and PRSUs and RSUs vested during 2025.
Options Exercised and Stock Vested
| Name | Option Awards | | Stock Awards | | | | # of Shares Acquired on Exercise | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting ($)(3) | | Richard McCathron | | | 114,747 | 3,316,298 | | Stewart Ellis | 6,300 | 132,867 | 94,498 | 2,744,418 | | Guy Zeltser | | | 30,902 | 897,901 | | Torben Ostergaard | | | 31,251 | 901,930 | | Michael Stienstra | | | 30,269 | 875,916 |
Options Exercised and Stock Vested
| (1) The value realized on exercise is calculated by multiplying (a) the number of shares acquired upon exercise by (b) the excess of the market price of our Common Stock on the exercise date over the exercise price of the option. |
Options Exercised and Stock Vested
| (2) Reflects the net number of shares received after withholding shares for taxes. The following number of shares were withheld for taxes for each NEO in 2025: (1) Mr. McCathron: 45,896; (2) Mr. Ellis: 48,733; (3) Mr. Zeltser: 15,319; (4) Mr. Ostergaard: 12,615; (5) Mr. Stienstra: 11,463. |
Options Exercised and Stock Vested
| (3) The value realized on vesting is calculated by multiplying the number of shares vested by the closing price of our Common Stock on the vesting date. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The Company is not party to any employment or severance agreements with its NEOs and there are no guaranteed cash payments to any NEOs upon their separation from service with the Company. The only payments an NEO might receive in the event of a termination of employment with the Company would be pursuant to a Separation Agreement that would be negotiated at the time of such termination and would be based on the NEO’s tenure, the circumstances of the separation, and other relevant factors. The 2021 Plan and the equity award agreements granted under it provide for acceleration of equity awards in the event of a Termination of Service without Cause or by the NEO for Good Reason within the three (3) months prior to or twelve (12) months following a Change in Control (capitalized terms as defined in the 2021 Plan). The following chart assumes that the NEO’s service terminated on December 31, 2025.
Potential Payments Upon Termination or Change in Control
| Name | | Qualifying Termination of Employment | Qualifying Termination in Connection with a Change in Control(1) | Change in Control | Death/ Disability | | Richard McCathron | Cash Severance | — | — | — | — | | | RSUs | — | $3,398,468 | — | — | | | PRSUs | — | $2,066,316 | — | — | | | Options | — | $132,145 | — | — | | | Continuation of Health Benefits | — | — | — | — | | Stewart Ellis | Cash Severance | — | — | — | — | | | RSUs | — | $1,274,520 | — | — | | | PRSUs | — | $795,616 | — | — | | | Options | — | — | — | — | | | Continuation of Health Benefits | — | — | — | — | | Guy Zeltser | Cash Severance | — | — | — | — | | | RSUs | — | $1,277,558 | — | — | | | PRSUs | — | $466,992 | — | — | | | Options | — | $15,876 | — | — | | | Continuation of Health Benefits | — | — | — | — | | Torben Ostergaard | Cash Severance | — | — | — | — | | | RSUs | — | $634,658 | — | — | | | PRSUs | — | $795,616 | — | — | | | Options | — | — | — | — | | | Continuation of Health Benefits | — | — | — | — | | Michael Stienstra | Cash Severance | — | — | — | — | | | RSUs | — | $672,258 | — | — | | | PRSUs | — | $466,992 | — | — | | | Options | — | — | — | — | | | Continuation of Health Benefits | — | — | — | — |
Potential Payments Upon Termination or Change in Control
| (1) Amounts shown represent the total value of (a) accelerated equity awards calculated by multiplying the number of PRSUs (calculated at target achievement levels) or RSUs vesting by $30.08, the closing price of the Company’s Common Stock on December 31, 2025 and (b) accelerated option awards calculated by multiplying (i) the number of options by (ii) the difference between the strike price of the options and $30.08, the closing price of the Company’s Common Stock on December 31, 2025. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO 1 ($) | Compensation Actually Paid to PEO 1, 2, 3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income ($ Millions) | Revenue ($ Millions) 5 | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 5,997,265 | 6,233,558 | 1,922,882 | 1,984,258 | 221.18 | 191.86 | 62.6 | 468.6 | | 2024 | 2,849,375 | 6,549,271 | 1,648,884 | 3,155,913 | 196.84 | 189.95 | (28.6) | 372.1 | | 2023 | 2,660,000 | 2,025,520 | 1,860,875 | 1,367,181 | 67.06 | 132.60 | (263.0) | 209.7 |
PAY VERSUS PERFORMANCE
| 1. | Richard McCathron was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
PAY VERSUS PERFORMANCE
| 2023 | 2024 | 2025 | | Stewart Ellis | Torben Ostergaard | Guy Zeltser | | Yuval Harry | Stewart Ellis | Michael Stienstra | | | Yuval Harry | Torben Ostergaard | | | | Stewart Ellis |
PAY VERSUS PERFORMANCE
| 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
PAY VERSUS PERFORMANCE
| 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 5,997,265 | (4,767,265) | 5,003,558 | 6,233,558 | | 2024 | 2,849,375 | (1,756,250) | 5,456,146 | 6,549,271 | | 2023 | 2,660,000 | (1,850,000) | 1,215,520 | 2,025,520 |
PAY VERSUS PERFORMANCE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,922,882 | (1,037,518) | 1,098,894 | 1,984,258 | | 2024 | 1,648,884 | (812,467) | 2,319,496 | 3,155,913 | | 2023 | 1,860,875 | (1,202,500) | 708,806 | 1,367,181 |
PAY VERSUS PERFORMANCE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total- Inclusion of Equity Values for PEO ($) | | 2025 | 3,873,225 | (6,616) | 892,510 | 244,439 | — | 5,003,558 | | 2024 | 2,091,406 | 1,301,608 | 995,000 | 1,068,132 | — | 5,456,146 | | 2023 | 570,000 | (258,406) | 469,000 | 434,926 | — | 1,215,520 |
PAY VERSUS PERFORMANCE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total- Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 761,092 | (49,698) | 287,814 | 99,686 | — | 1,098,894 | | 2024 | 1,003,875 | 359,334 | 477,601 | 478,686 | — | 2,319,496 | | 2023 | 370,500 | (165,896) | 304,851 | 199,351 | — | 708,806 |
PAY VERSUS PERFORMANCE
| 4. | The Peer Group TSR set forth in this table utilizes Hudson Structured Capital Management Ltd Public InsurTech Index (the “HSCM Public InsurTech Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2022, through the end of the listed year in the Company and in the HSCM Public InsurTech Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
PAY VERSUS PERFORMANCE
| 5. | We determined revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. |
PAY VERSUS PERFORMANCE
NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the cumulative TSR over the three most recently completed fiscal years for the Company, and the HSCM Public InsurTech Index TSR over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years. NEO Compensation Actually Paid and Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Revenue during the three most recently completed fiscal years.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program On August 2, 2021, we adopted a Non-Employee Director Compensation Program, which we amended on May 3, 2023 (the “Prior Director Compensation Program”) and June 11, 2025 (as further amended, the “Non-Employee Director Compensation Program”). Pursuant to the Non-Employee Director Compensation Program, our non-employee directors receive cash compensation as follows:
Non-Employee Director Compensation Program
| • | Each non-employee director will receive an annual cash retainer in the amount of $60,000 per year. The Lead Independent Director of the Board receives additional annual cash compensation in the amount of $22,500 per year for such Lead Independent Director’s service on the Board, and the Non-Executive Chair of the Board receives additional cash compensation in the amount of $30,000 per year for such non-executive Chair’s service on the Board (the Prior Director Compensation Program did not provide for a separate Non-Executive Chair retainer). |
Non-Employee Director Compensation Program
| • | The Chairperson of the Audit, Risk, and Compliance Committee receives additional annual cash compensation in the amount of $20,000 per year for such Chairperson’s service on the Audit, Risk, and Compliance Committee. Each non-chairperson member of the Audit, Risk, and Compliance Committee receives additional annual cash compensation in the amount of $10,000 per year for such member’s service on the Audit, Risk, and Compliance Committee. |
Non-Employee Director Compensation Program
| • | The Chairperson of the Compensation Committee receives additional annual cash compensation in the amount of $12,000 per year for such Chairperson’s service on the Compensation Committee. Each non-chairperson member of the Compensation Committee receives additional annual cash compensation in the amount of $6,000 per year for such member’s service on the Compensation Committee. |
Non-Employee Director Compensation Program
| • | The Chairperson of the Nominating and Corporate Governance Committee receives additional annual cash compensation in the amount of $8,000 per year for such Chairperson’s service on the Nominating and Corporate Governance Committee. Each non-chairperson member of the Nominating and Corporate Governance Committee receives additional annual cash compensation in the amount of $4,000 per year for such member’s service on the Nominating and Corporate Governance Committee. |
Non-Employee Director Compensation Program
Director fees will be payable in cash in arrears in four equal quarterly installments not later than 30 days following the final day of each calendar quarter, provided that the amount of each payment will be prorated for any portion of a quarter that a director is not serving on our Board. Under the Non-Employee Director Compensation Program, each newly elected non-employee director automatically receives the Annual RSU Award (as hereinafter defined) at the close of business on the day of such election, the value of which is prorated from the date of election until (i) if the date of the next annual meeting of the Company’s stockholders (“Annual Meeting”) has been determined, the date of the next Annual Meeting, and (ii) if the date of the next Annual Meeting has not yet been determined, the date that is the first anniversary of the most recent Annual Meeting (such prorated Annual RSU Award, the “Prorated Annual RSU Award”). The Prorated Annual RSU Award for each newly elected non-employee director shall vest in full upon the first anniversary of the date of grant, subject to the non-employee director continuing in service to the Company and its subsidiaries through such vesting date. Each non-employee director who (i) is serving on the Board as of the date of an Annual Meeting and (ii) will continue to serve as a non-employee director immediately following such Annual Meeting, shall be granted an award of RSUs covering a number of shares of the Company’s common stock calculated by dividing (x) $130,000 (raised from $110,000 under the Prior Director Compensation Program) by (y) the Grant Date Value (the “Annual RSU Award”). For purposes of the Non-Employee Director Compensation Program, “Grant Date Value” means the average closing market price of the Company’s common stock as quoted on the national exchange with which the common stock is listed for the 30-day period immediately preceding the applicable date of grant. The Annual RSU Award is automatically granted on the date of the applicable Annual Meeting, and vests in full upon the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the Annual Meeting that occurs following the date of grant, subject to the non-employee director continuing in service to the Company and its subsidiaries through such vesting date. All equity awards held by a director will vest in full upon the consummation of a Change in Control (as defined in the 2021 Plan).
Non-Employee Director Compensation
Non-Employee Director Compensation The following table sets forth information regarding the compensation earned for service on the Board by our non-employee directors during the year ended December 31, 2025. The compensation for Mr. McCathron as an executive officer is set forth above under “ —Summary Compensation Table.”
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Eric Feder | 66,000 | 115,370 | 181,370 | | Lori Dickerson Fouché | 68,000 | 115,370 | 183,370 | | Hugh R. Frater | 70,000 | 115,370 | 185,370 | | Laura Hay | 18,500 | 89,396 | 107,896 | | Susan Holliday | 19,000 | 89,396 | 108,396 | | Sam Landman | 76,000 | 115,370 | 191,370 | | John Nichols | 86,000 | 115,370 | 201,370 | | Mark Schaaf | 70,000 | 115,370 | 185,370 | | Sandra Wijnberg | 98,787 | 115,370 | 214,157 |
Non-Employee Director Compensation
| (1) Amounts reported represent the aggregate grant-date fair value of the RSUs awarded to the non-employee directors, calculated in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 16 to our financial statements in our Annual Report on Form 10-K. |
Non-Employee Director Compensation
The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2025 by each non-employee director who was serving as of December 31, 2025.
Non-Employee Director Compensation
| Name | Stock Awards Outstanding at Year End (#) | Option Awards Outstanding at Year End (#) | | Eric Feder | 4,738 | — | | Lori Dickerson Fouché | 4,738 | — | | Hugh R. Frater | 4,738 | — | | Laura Hay | 2,502 | — | | Susan Holliday | 2,502 | — | | Sam Landman | 4,738 | — | | John Nichols | 4,738 | — | | Mark Schaaf | 4,738 | — | | Sandra Wijnberg | 4,738 | 9,736 |