DEF 14A of EverQuote, Inc.
Filed Apr 23, 2026 · FY20250001193125-26-173669
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The first proposal on the agenda for the Annual Meeting is the election of seven director nominees to serve for a one-year term beginning at the Annual Meeting and ending at our 2027 annual meeting of stockholders, or the 2027 Annual Meeting. The terms of our current directors expire at the Annual Meeting. Directors are elected to hold office for a one-year term or until the election and qualification of their successors in office, subject to their earlier death, resignation or removal. Our board of directors has nominated David Blundin, Sanju Bansal, Paul Deninger, Jayme Mendal, George Neble, John Shields and Mira Wilczek for re-election to the board to hold office for a one-year-term expiring at our 2027 Annual Meeting or until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. Each of the nominees is a current member of our board of directors and has consented to serve if elected. Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “FOR” the election of each nominee. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the members of our board of directors. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on our board of directors. Our board of directors may fill such vacancy at a later date or reduce the size of our board of directors. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.
Recommendation of our Board of Directors
Recommendation of our Board of Directors
The board of directors recommends that you vote “FOR” the election of each of David Blundin, Sanju
The board of directors recommends that you vote “FOR” the election of each of David Blundin, Sanju
Bansal, Paul Deninger, Jayme Mendal, George Neble, John Shields and
Bansal, Paul Deninger, Jayme Mendal, George Neble, John Shields and Mira Wilczek as directors.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board of Directors
Board of Directors The biographies of each of the nominees below contains information regarding each person’s service as a director on our board of directors, business experience and other experiences, qualifications, attributes or skills that caused our board to nominate him or her as a director. In addition to the information presented below regarding each such person’s specific experience, qualifications, attributes and skills that led our board of directors to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors, including a commitment to understanding our business and industry. We also value our directors’ experience in relevant areas of business management and on other boards of directors and board committees. Below is information regarding our director nominees and directors whose terms are continuing after the Annual Meeting:
Board of Directors
| Name | Age | EverQuote Director Since | Independent | Committee Membership | | David Blundin | 59 | 2008 | No | — | | Sanju Bansal | 60 | 2014 | Yes | Compensation Committee | | Paul Deninger | 67 | 2019 | Yes | Audit Committee, Compensation Committee | | Jayme Mendal | 40 | 2020 | No | — | | George Neble | 69 | 2018 | Yes | Audit Committee | | John Shields | 73 | 2018 | Yes | Audit Committee | | Mira Wilczek | 44 | 2017 | Yes | Compensation Committee |
Nominees for Election
Nominees for Election David Blundin, one of our co-founders, has served as chairman of our board of directors since August 2008. Mr. Blundin is the founder of Link Ventures LLLP, a venture capital firm, where he has served as managing partner since January 2006. He is also the co-founder of Vestigo Ventures LLC, a venture capital firm, where he has served as managing partner since January 2016. Mr. Blundin is also chairman of the board of Vestmark, Inc., a portfolio management solutions company, where he served as chief executive officer from 2001 to 2008. In June 2005, Mr. Blundin co-founded Link Studio, Inc., a venture studio located in Cambridge, Massachusetts, where he has served as chairman since its founding and also served as chief executive officer until February 2017. From 1997 to 2000, Mr. Blundin was the chief executive officer and chairman of DataSage, Inc., a company he founded that used neural network technology for data analytics in industrial applications including online marketing. In 2000, DataSage was acquired by Vignette Corporation, where Mr. Blundin served as chief technologist until 2002. Since 2002, Mr. Blundin has founded and co-founded at least 10 software and internet companies in addition to Vestmark, including Autotegrity, Inc., a data analytics and online marketing company, and CourseAdvisor, an online research company. Prior to 1997, Mr. Blundin was president and chief executive officer of Cirrus Recognition Systems, one of the first commercially successful machine-learning companies. Mr. Blundin holds an S.B. degree in computer science from the Massachusetts Institute of Technology (MIT), where he researched neural network technology. His thesis at the MIT Artificial Intelligence Laboratory was entitled, “Neural Network Simulations on a Connection Machine.” We believe that Mr. Blundin is qualified to serve on our board of directors because of his extensive experience as a director of technology companies and deep knowledge of our company. Sanju Bansal has served as a member of our board of directors since May 2014. Mr. Bansal has served as chief executive officer of Hunch Analytics, LLC, a data analytics company, since November 2013. Prior to funding Hunch Analytics, Mr. Bansal served in various executive leadership positions and as a director of MicroStrategy Incorporated, a worldwide provider of business intelligence software, including as executive vice president from 1993 to 2013 and chief operating officer from 1994 to 2012. Mr. Bansal also served as a member of MicroStrategy’s board of directors from 1993 to 2013, including as vice chairman from November 2000 to November 2013. Mr. Bansal served as a director of SimilarWeb Ltd., a digital data and analytics company, from August 2021 to June 2024. Mr. Bansal also served as a director of Cvent, Inc., an event management software company, from November 1999 to June 2022, and as a director of CSRA Inc., an information technology services company specializing in national security, from November 2015 to April 2018. Mr. Bansal served as a director of The Advisory Board Company from 2009 until the company’s sale in November 2017. Mr. Bansal holds an S.B. degree in electrical engineering from the Massachusetts Institute of Technology and an M.S. degree in computer science from The Johns Hopkins University. We believe that Mr. Bansal is qualified to serve on our board of directors because of his deep background in consulting and information and systems technology, his leadership experience as a senior executive of a public company, his corporate governance experience from serving as a member of public company boards of directors, and his extensive knowledge of relevant technologies. Paul Deninger has served as a member of our board of directors since April 2019. Mr. Deninger was a senior advisor with Evercore, an investment banking advisory firm, from April 2015 to February 2020. He joined Evercore as a senior managing director in 2011 and was previously a vice chairman at Jefferies, a global securities and investment banking firm, since 2003. Prior to Jefferies, Mr. Deninger served as chairman and chief executive officer of Broadview, a technology investment banking firm he joined in 1987, from 1996 until its acquisition by Jefferies in 2003. Mr. Deninger also serves as a director, chair of the finance committee and member of the audit, technology and nominating and corporate governance committees of Resideo Technologies Inc., a publicly held provider of home automation products and services. He served as a director of Iron Mountain Inc., a publicly traded information storage and retrieval company, from August 2010 to June 2021, and as vice chairman of the board of Epiphany Technology, a publicly held blank check company seeking to acquire a business in the enterprise IT market, from January 2021 to January 2023. Mr. Deninger holds a B.S. degree from Boston College and an M.B.A. degree from Harvard Business School. We believe that Mr. Deninger is qualified to serve on our board of directors due to his deep knowledge of capital markets, merger and acquisition strategies and technology services businesses as well as his extensive management experience and prior service on audit, compensation, finance, risk and safety and technology committees of public company boards. Jayme Mendal has served as our president, chief executive officer and a member of our board of directors since November 2020. Previously Mr. Mendal served as our chief operating officer from February 2019 to November 2020 and as our chief revenue officer from August 2017 to February 2019. Mr. Mendal previously served as the vice president of sales and marketing at PowerAdvocate, Inc., an energy intelligence company, from May 2017 to August 2017. Prior to that, Mr. Mendal served in multiple positions at PowerAdvocate, Inc., including senior director of sales and marketing from June 2015 to May 2017, director of corporate strategy and marketing from August 2014 to December 2015, and manager of corporate strategy from August 2013 to August 2014. From August 2007 to July 2010, he was a management consultant within the growth strategy division of Monitor Deloitte (formerly Monitor Group). Mr. Mendal serves on the board of directors and compensation committee of Gambling.com Group Limited, a provider of marketing and sports data services for the global online gambling industry. Mr. Mendal holds a B.S. degree in finance and economics from Washington University in St. Louis and an M.B.A. degree from Harvard Business School. We believe that Mr. Mendal is qualified to serve on our board of directors due to his experience in leading our operations and previously our revenue functions, his extensive knowledge of our company and industry, as well as his vision and leadership as our president and chief executive officer. George Neble has served as a member of our board of directors since May 2018. Since July 2017, Mr. Neble has served as a business consultant. Mr. Neble has also served as a director of Intapp, Inc., a publicly held leading provider of cloud-based software solutions for the financial services industry, since June 2021. Mr. Neble served as the audit committee chair and a board member of LumiraDx, a diagnostics company, from July 2020 to
Nominees for Election
April 2024, and as a director of Real Goods Solar, Inc., a publicly held provider of solar equipment from June 2019 to July 2021. From November 2012 to June 2017, Mr. Neble served as managing partner of the Boston office of Ernst & Young LLP, an accounting firm. Prior to that, Mr. Neble was a senior assurance partner at Ernst & Young from 2002 to 2012. Mr. Neble is a certified public accountant. He holds a B.S. degree in accounting from Boston College. We believe that Mr. Neble is qualified to serve on our board of directors because of his financial expertise, his experience in public accounting and his over 40 years of experience working with emerging growth technology-based companies. John Shields has served as a member of our board of directors since May 2018. He has served as the president of Advisor Guidance, Inc., a business consulting firm, since August 2018, as a trustee, audit committee chair and lead independent director of Domini Investment Trust, a registered investment company, since 2004, as a director and audit committee member of Vestmark, Inc. since December 2015, as a director of Cogo Labs, Inc., a startup incubator, since May 2008, and as a consultant in the financial services industry since 2002. From October 2016 to June 2018, Mr. Shields served as managing director, head of risk and regulatory compliance at CFGI, LLC, a financial consulting firm. From January 2014 to October 2016, he served as director, head of investment management consulting at Navigant Consulting, Inc. From 1998 to 2002, he served as chief executive officer of Citizens Advisers, Inc., an investment management company, chief executive officer of Citizens Securities, Inc., a registered broker-dealer, and president and interested trustee of the Citizens Funds mutual fund complex. Mr. Shields is a certified public accountant (inactive). He holds a B.S. degree in accounting from Saint Peter’s University. We believe that Mr. Shields is qualified to serve on our board of directors because of his financial and accounting expertise, including providing complex accounting and reporting support, valuation, tax and risk and regulatory compliance services. Mira Wilczek has served as a member of our board of directors since February 2017. Since December 2019, Ms. Wilczek has served as a general partner of XLIX Ventures, a family investment office. Ms. Wilczek has also served as an Advisor at Link Ventures LLLP, a venture capital firm, since January 2020, and previously served as a managing director from July 2015 to December 2019. She previously served as president and chief executive officer of Cogo Labs, Inc., a startup incubator, from February 2017 to November 2019 and was entrepreneur in residence at Cogo Labs from December 2013 until February 2017. Prior to joining Link Ventures, Ms. Wilczek founded Red Panda Security, a research consultancy specializing in mobile behavioral analytics, and served as its chief executive officer from 2012 to 2013. From 2009 to 2012, she served as director of business development at Lyric Semiconductor, a fabless semiconductor company. Ms. Wilczek holds an S.B. degree in electrical engineering and computer science and an M.B.A. degree from the Massachusetts Institute of Technology. We believe that Ms. Wilczek is qualified to serve on our board of directors because of her investment and operations experience in the technology industry, including her experience in data security, digital marketing and artificial intelligence.
Compensation Committee
| • | reviewing and making recommendations to our board of directors with respect to director compensation; and |
Compensation Discussion and Analysis
Compensation Discussion and Analysis This Compensation Discussion and Analysis discusses our compensation philosophy and explains how our executive compensation program is structured to advance our goal of aligning our executives’ compensation with the long-term interests of EverQuote stockholders. We also explain how the Board’s Compensation Committee determined compensation for our named executive officers (our “NEOs”) and the Compensation Committee’s rationale for specific pay decisions. Our NEOs for 2025 were:
Compensation Discussion and Analysis
| | | | | | Jayme Mendal Chief Executive Officer and President Age: 40 | Joseph Sanborn Chief Financial Officer, Chief Administrative Officer, Treasurer and Secretary Age: 56 | David Brainard Chief Technology Officer Age:54 | Jon Ayotte Chief Accounting Officer Age: 42 |
Compensation Discussion and Analysis
In addition, Julia Brncic (age 52), our Former General Counsel and Secretary, served as an executive officer until her resignation on September 12, 2025, and is therefore also an NEO for 2025.
Executive Compensation Practices
| What We Do | | | Limited perquisites | NEOs participate in our health and welfare benefits on the same basis as all employees. Other perquisites and personal benefits, if any, are modest. | | Compensation at risk | The vast majority of our NEOs’ compensation is at risk and tied to our performance and stock price to align their interests with those of our stockholders. | | Long-term focus | We provide significant equity-based compensation with multi-year vesting schedules to encourage durable growth and consistent, well-rounded performance. | | Independent decision-maker | All members of EverQuote’s Compensation Committee are independent directors, and they are supported by an independent compensation consultant. | | Hedging transactions | Our insider trading policy prohibits all employees, executives, and directors from engaging in hedging transactions. | | Clawback policy | Our Compensation Recovery Policy allows for the recoupment of incentive compensation in the event of a restatement of financial results without a specific finding of fault. | | What We Don’t Do | | | No retirement programs | Other than our Section 401(k) plan, which is generally available to all employees, we do not offer defined benefit or contribution retirement plans or arrangements or nonqualified deferred compensation plans or arrangements for any executives, including the NEOs. | | No guaranteed incentive compensation | Our annual cash bonuses and performance-based equity awards are tied to company performance and may not pay out at all in a given year. Our equity incentive awards have value only if our stock price increases after the grant date. |
How We Determine Compensation
How We Determine Compensation Role of the Compensation Committee The Compensation Committee administers our executive compensation program, subject to the oversight of our full Board of Directors. In particular, the Compensation Committee provides regular compensation-related updates to our Board of Directors so the full Board can make inquiries and consult on executive compensation matters. Our Compensation Committee reviews our executive compensation practices on an annual basis. Based on this review, the Committee approves, in consultation with our Board of Directors, base salary and bonus amounts for EverQuote’s executives. The Compensation Committee makes recommendations to the Board with respect to equity awards, which the Board then approves or modifies. When setting NEOs’ compensation, the Compensation Committee assesses the competitiveness of NEOs’ compensation compared to the compensation for comparable executives within our compensation peer group and obtains input from its independent compensation consultant taking into consideration our pay philosophy and objectives. Other factors considered in addition to market competitiveness include job responsibilities; individual, and company performance; future potential for advancement; tenure; and internal pay equity. Role of Management The Compensation Committee receives base salary, bonus, and equity compensation recommendations from our Chief Executive Officer (except with respect to his own compensation). At the invitation of the Compensation Committee, other members of our senior management also participate in Committee meetings to share their perspective and relevant information on topics the Committee is discussing. However, no executive is present when the Compensation Committee is making decisions with respect to his/her own compensation. Role of the Compensation Consultant Our Compensation Committee engages the services of an independent compensation consulting firm to help it design our executive compensation program. Compensia, Inc. has served as the Committee’s independent compensation consultant since 2018. In 2025, Compensia provided comparative data on executive compensation practices in our industry, helped our Compensation Committee develop an appropriate list of peer companies, and advised on our executive compensation program for 2025 and 2026. Although our Compensation Committee and Board of Directors consider the advice and recommendations of an independent compensation consultant, ultimately, they make their own decisions about executive compensation matters. In the future, we expect that our Compensation Committee will continue to engage an independent compensation consultant to provide additional guidance on our executive compensation programs and to conduct further competitive benchmarking against a peer group of publicly traded companies. Our Compensation Committee reviews information regarding the independence and potential conflicts of interest of any compensation consultant it may engage, taking into account, among other things, the factors set forth in Nasdaq rules. With respect to services provided in 2025 and to be provided in 2026, our Compensation Committee concluded that the engagement of Compensia did not raise any conflict of interest.
Use of Market Data
Use of Market Data The Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies to assess the competitive market positioning of our executive compensation program. This peer group consists primarily of technology and insurance companies that are similar to us in terms of industry, revenue, size, growth rate, business model, maturity as a public company, and market capitalization. At least annually, the Compensation Committee reviews the peer group with our compensation consultant to ensure it remains appropriate. In October 2024, the Compensation Committee reviewed the current peer group constituents with Compensia to ensure continued alignment with our business direction and financial profile. Based on the review, no changes were recommended and the Compensation Committee approved the 2025 peer group shown below.
2025 Executive Compensation
2025 Executive Compensation 2025 Compensation Elements Our executive compensation program consists primarily of the cash and equity components described below. NEOs’ 2025 equity compensation was unique in that they received two types of LTI grants: a standard annual grant comprised of performance share units (PSUs) and restricted share units (RSUs), and a grant of outperformance PSUs. The Compensation Committee does not intend for the outperformance PSUs to become a regular feature of our compensation program. For more information on these grants, see “—Outperformance PSUs.” While the Compensation Committee believes this structure is most appropriate for the NEOs at our current stage, as part of its ongoing review of our compensation programs, the Committee will continue to consider whether our incentive structure should change as EverQuote matures. Base Salary Consistent with our long-term oriented philosophy, base salaries represent a small portion of the NEOs’ total direct compensation. Base salary payable to each NEO is intended to reflect the executive’s skill set, experience, role, and responsibilities. In addition, we aim for internal equity among executives in similar roles and with similar performance and tenure. Salaries are set in January each year, after considering peer market data and industry trends information provided by Compensia, but our Board and Compensation Committee may adjust base salaries from time to time in their discretion, such as in connection with promotions.
Fiscal 2025 Base Salaries
Annual Incentive Plan Our annual incentive plan is structured to promote the achievement of specific goals, approved by the Compensation Committee at the beginning of the year, tied to quarterly adjusted EBITDA. We define adjusted EBITDA (a non-GAAP financial measure) as net income (loss), adjusted to exclude stock-based compensation expense, depreciation and amortization expense, legal settlement expense, restructuring and other charges, acquisition-related costs, interest income and income taxes. Adjusted EBITDA is a key measure used by our management and Board of Directors to understand and evaluate our operating performance, to establish budgets, and to develop operational goals for managing our business. The Compensation Committee believes relying on this performance metric creates a bonus plan that ties payouts to a key metric used internally and by investors to assess our ongoing performance, and encourages our executives to reach stretch goals. We use the same metric to determine annual incentives for all of our executives to promote an enterprise-wide mindset. Target Incentive Opportunities In February 2025, the Compensation Committee set the target bonus opportunities for each NEO as outlined under “Final Annual Incentive Awards” below. Final payouts for each NEO were determined by multiplying the NEO’s target bonus by a company performance multiplier, ranging from 0% to 200%, fixed by the Compensation Committee at the end of the year based on EverQuote’s actual aEBITDA results. Performance Metrics and Results The Compensation Committee, in consultation with management, established a range of quarterly goals for aEBITDA, set relative to our annual operating plan at the start of each fiscal year, and incorporate known risks, opportunities and customer demand patterns and forecasts. The table below sets forth our threshold to maximum aEBITDA goals on aggregate annual basis. We do not disclose a quarterly breakdown of these goals as doing so would provide competitors with insights into our business seasonality and strategy that could cause us competitive harm. Our fiscal 2025 annual plan was calibrated relative to the challenging business environment as we entered Fiscal 2025. Considering these factors, our Compensation Committee viewed these performance metrics as difficult to achieve at target the time they were set. (1) There is no linear interpolation of payouts for performance achieved between quarterly performance goals. Final payout reflects aggregation of the following achievement levels attained by quarter were: Quarter 1 – 100%; Quarter 2: 75%; Quarter 3: 175%; and Quarter 4: 200%.(2) Goals at each level reflect rounding to the nearest whole number. Final Annual Incentive Awards Based on EverQuote’s performance against aEBITDA goals and a company performance result of 137.5%, the NEOs earned the annual incentive awards shown below.
Fiscal 2025 Base Salaries
| Executive | Salary | Target Bonus (%) | Target Bonus ($) | Actual Bonus Earned ($) | | Jayme Mendal | $595,000 | 100% | $595,000 | $818,125 | | Joseph Sanborn | $460,000 | 65% | $300,000 | $412,500 | | David Brainard | $435,000 | 69% | $300,000 | $412,500 | | Jon Ayotte | $390,000 | 36% | $140,000 | $192,500 | | Julia Brncic | $425,000 | 53% | $225,000 | $196,875 |
Fiscal 2025 Base Salaries
Standard Long-Term Equity Incentive Awards Our standard equity awards serve as a long-term retention tool, encouraging executives to remain with EverQuote and build value over the long term. The NEOs’ equity compensation is delivered in the form of PSUs and RSUs. For Fiscal 2025, our CEO and CFO received an equal mix of RSUs and PSUs, and other NEOs received approximately three-fourths of their target equity value in RSUs and one-fourth in PSUs. Target Equity Grants In February 2025, the Compensation Committee granted NEOs an equal mix of RSUs and PSUs with target values as follows:
Fiscal 2025 Base Salaries
| (1) The Committee uses a trailing 10 day volume weighted average stock price to convert NEOs’ target equity award opportunities to a number of shares. Accordingly, the amounts reported above vary from the amounts reported in our Summary Compensation Table, which reflect the awards’ grant date fair values determined in accordance with ASC 718. |
Fiscal 2025 Base Salaries
In determining the aggregate number of shares underlying our equity awards, in addition to the factors outlined in “How We Determine Compensation” above, the Compensation Committee considers the dilutive effect of our equity incentive compensation practices and the overall impact that equity awards will have on stockholder value. The Committee also considers the value of each NEO’s existing equity holdings, including the current economic value and vesting schedules of any unvested equity awards, and the ability of those unvested holdings to satisfy our reward and retention objectives.
Performance Stock Units
Performance Stock Units Performance Metric PSUs promote the achievement of a specific goal, approved by the Compensation Committee at the beginning of the year, for annual Variable Marketing Dollars, or VMD. We define variable marketing margin, or VMM, as VMD divided by revenue. We calculate VMD starting with revenue, as reported in our consolidated statements of operations and comprehensive income (loss), and subtracting advertising costs (a component of sales and marketing expense, as reported in our consolidated statements of operations and comprehensive income (loss)). We use VMD and VMM to measure the efficiency of individual advertising and consumer acquisition sources and to make trade-off decisions to manage our return on advertising. We do not use VMD or VMM as a measure of profitability. Performance Goals The PSUs were designed to be earned, if at all, to the extent EverQuote attained fiscal 2025 VMD goals as established by the Compensation Committee, in consultation with management, at the beginning of the performance period. The VMD goals required performance well above our prior year actual results in order to achieve target results. Details regarding related payout levels and actual achievement are set forth below. The number of PSUs to be earned by each NEO is determined by multiplying the NEO’s target grant by the actual performance level achieved, ranging from 0% to 150% as set forth in the table below, fixed by the Compensation Committee at the end of the year based on EverQuote’s actual VMD results. Results. The VMD performance and payout levels function as hurdles, such that there is no linear interpolation of payouts for performance achieved between performance levels.
Performance Stock Units
| * There is no linear interpolation of payouts for performance achieved between performance levels. |
Performance Stock Units
Final PSU Awards and Vesting Terms Based on EverQuote’s 2025 Variable Marketing Dollars of $191.9 million, the NEOs earned the PSUs at 100% of target (except for Ms. Brncic, whose award was forfeited due to her resignation during the year).
Performance Stock Units
| Executive | Target PSUs (#) | PSUs Earned (#) | | Jayme Mendal | 121,108 | 121,108 | | Joseph Sanborn | 47,690 | 47,690 | | David Brainard | 16,566 | 16,566 | | Jon Ayotte | 4,393 | 4,393 | | Julia Brncic | 13,177 | — |
Performance Stock Units
Each PSU represents a contingent right to receive one share of our common stock upon vesting. One quarter of these earned shares vested in January 2026. The remaining 75% of the earned shares will vest in equal quarterly increments through the end of fiscal 2028.
Restricted Stock Units
Restricted Stock Units The Compensation Committee believes that RSUs that vest over several years are effective at retaining talented executives and motivating them to continue to pursue EverQuote’s long-term goals because the value of RSUs is directly tied to our stock price. The RSUs granted in 2025 will vest in 16 equal quarterly increments over 2025 – 2028 so long as the recipient remains employed by EverQuote. Each RSU represents a contingent right to receive one share of our common stock upon vesting.
Outperformance PSUs
Outperformance PSUs Purpose EverQuote recently emerged successfully from a difficult two-year period characterized by a downturn in the auto insurance industry. During that time, we debuted an updated corporate strategy and associated long-term model that incorporates multi-year goals for annual topline growth and aEBITDA margins. The outperformance PSUs were designed in relation to our updated strategy to achieve several objectives:
Outperformance PSUs
| • | Rally our executive team around this updated corporate strategy by creating an incentive plan that aligns with the financial objectives in our long-term model; |
Outperformance PSUs
| • | Incentivize management to achieve a milestone that opens additional opportunities for EverQuote and drives successful execution of our long-term business strategy; |
Outperformance PSUs
| • | Reinforces a longer-term mindset for our executives and further aligns their interests with stockholders by incentivizing a substantial growth in profitability; |
Outperformance PSUs
| • | Offer a pay opportunity that strongly incentives and rewards accelerated achievement of our long-term ambitions. |
Outperformance PSUs
The Compensation Committee does not intend for outperformance PSUs of this nature to be a regular feature of EverQuote’s executive compensation program, or to grant additional awards of this nature while the current award remains outstanding. Target Grants In February 2025 (October 2025 for Mr. Ayotte), the Compensation Committee granted outperformance PSUs to the NEOs with target values as set forth below:
Outperformance PSUs
| Executive | Total Target Value ($)(1) | | Jayme Mendal | $2,412,500 | | Joseph Sanborn | $950,000 | | David Brainard | $660,000 | | Jon Ayotte | $123,132 | | Julia Brncic | $525,000 |
Outperformance PSUs
| (1) The Committee uses a trailing 10 day volume weighted average stock price to convert NEOs’ target equity award opportunities to a number of shares. Accordingly, the amounts reported above vary from the amounts reported in our Summary Compensation Table, which reflect the awards’ grant date fair values determined in accordance with ASC 718. |
Outperformance PSUs
The Compensation Committee determined, with the assistance of its independent compensation consultant, that these target awards, together with the NEOs’ other target compensation, are in line with market-competitive annual compensation. Performance Metric and Vesting Terms The outperformance PSUs promote the achievement of a challenging aEBITDA goal over a multi-year period. For competitive reasons, we are not disclosing the goal in advance, but it will be disclosed if and when these PSUs are earned. In setting the goal, the Compensation Committee established a goal that would require significant growth from our fiscal 2024 year end aEBITDA performance, and considered that achievement of the aEBITDA goal established by 2027 fiscal year end correlated with strong performance relative to our updated strategy and long-term operating model, which in turn is expected to drive significant value creation for our shareholders, and therefore should result in payout at target, or above target if outperformance relative to our aEBITDA goal is achieved by that date. Thereafter, the potential payout that NEOs may earn is reduced by 10% per subsequent calendar quarter it takes to achieve our aEBITDA goal after December 31, 2027, such that target aEBITDA performance is required to be achieved by December 31, 2029 for executives to receive any payout under the outperformance PSUs. Accordingly, the outperformance PSU awards will be forfeited if the multi-year aEBITDA goal is not achieved by December 31, 2029. The number of PSUs earned by each NEO will be determined by multiplying the NEO’s target grant by a company performance multiplier, ranging from 0% to 200%, fixed by the Compensation Committee if and when EverQuote attains the aEBITDA goal. Further, if the award is earned after the initial measurement date the maximum achievement is 100% and is measured quarterly thereafter, declining by 10% each quarter through December 31, 2029.
Compensation Practices and Policies
| • | Shares owned directly (including through open market purchases, vesting of restricted stock awards or exercise of stock options); and |
Accounting and Tax Considerations
Accounting and Tax Considerations Accounting Considerations We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based awards made to employees and directors, including stock options and RSUs, based on the grant-date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. Tax Considerations Section 162(m) of the Internal Revenue Code provides that public companies may not take a federal income tax deduction for compensation in excess of $1 million per year paid to certain executives, including current and former NEOs. We believe the Compensation Committee’s ability to provide compensation that is non-deductible allows us to tailor compensation to the needs of our company and our NEOs and benefits our stockholders.
Summary Compensation Table
Summary Compensation Table The following table sets forth the total compensation paid to our named executive officers for the years presented.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jayme Mendal President and Chief Executive Officer | 2025 | 595,000 | — | 7,781,866 | — | 818,125 | 14,240 | 9,209,231 | | | 2024 | 565,000 | 107,272 | 4,181,765 | — | 847,500 | 24,366 | 5,725,903 | | | 2023 | 375,000 | 1,400,000 | 948,600 | 1,329,600 | 70,313 | 4,751 | 4,128,264 | | Joseph Sanborn (5) Chief Financial Officer, Chief Administrative Officer, Treasurer and Secretary | 2025 | 460,000 | 1,250 | 3,064,376 | — | 412,500 | 15,032 | 3,953,158 | | | 2024 | 416,000 | 108,522 | 1,344,405 | — | 450,000 | 25,182 | 2,344,109 | | | 2023 | 314,085 | — | 1,013,460 | 148,277 | 35,120 | 7,507 | 1,518,449 | | David Brainard Chief Technology Officer | 2025 | 435,000 | — | 2,127,161 | — | 412,500 | 14,552 | 2,989,213 | | | 2024 | 406,000 | 107,272 | 854,033 | — | 420,000 | 24,702 | 1,812,007 | | | 2023 | 330,000 | — | 1,232,400 | 173,762 | 46,875 | 4,656 | 1,787,693 | | Jon Ayotte Chief Accounting Officer | 2025 | 390,000 | 100,000 | 499,304 | — | 192,500 | 14,240 | 1,196,044 | | Julia Brncic (6) Former General Counsel and Secretary | 2025 | 294,231 | — | 1,692,070 | — | 196,875 | 14,000 | 2,197,176 | | | 2024 | 375,000 | 100,000 | 1,006,530 | — | 337,500 | 24,702 | 1,843,732 | | | 2023 | 294,231 | — | 955,725 | 762,581 | 37,500 | 506 | 2,050,543 |
Summary Compensation Table
| (1) For 2025, Mr. Ayotte received a special one-time discretionary cash bonus of $100,000 in recognition of his performance in fiscal year 2025. For 2024, each NEO received a special one-time cash bonus of $100,000 based upon achievement of a specified 2024 performance goal. On December 26, 2023, the board of directors, upon the recommendation of the compensation committee, approved the payment of a discretionary cash bonus in the amount of $1.4 million, subject to all required taxes and withholdings, to Mr. Mendal in recognition of his performance in fiscal year 2023. |
Summary Compensation Table
| (2) The amounts reported represent the aggregate grant-date fair value of the stock grants awarded to the named executive officer during the year in question, calculated in accordance with FASB ASC Topic 718. Such grant-date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant-date fair value of the sale of the stock or equity |
Summary Compensation Table
| awards reported in this column are set forth in Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for these equity awards and do not correspond to the actual economic value that may be received by the named executive officers in connection therewith. In the stock awards column for 2025, the amounts reported for performance based restricted stock units represents the grant date fair value assuming probable achievement, which was determined to be $5.2 million for Mr. Mendal, $2.0 million for Mr. Sanborn, $1.1 million for Mr. Brainard and $0.2 million for Mr. Ayotte. Assuming maximum achievement, the grant date fair value of the performance based restricted stock units is $9.1 million for Mr. Mendal, $3.6 million for Mr. Sanborn, $1.9 million for Mr. Brainard and $0.4 million for Mr. Ayotte. |
Summary Compensation Table
| (3) The amounts reported reflect the cash incentive amounts earned by the executives under our executive bonus plan. |
Summary Compensation Table
| (4) Consists of benefits made available to employees generally and includes matching 401(k) contributions ($14,000 for each NEO for the year ended December 31, 2025), company paid life insurance premiums and company paid parking in excess of tax-deductible amounts. |
Summary Compensation Table
| (5) Mr. Sanborn was appointed as our Chief Financial Officer in June 2023. |
Summary Compensation Table
| (6) Ms. Brncic was appointed as our General Counsel and Secretary in January 2023 and resigned in September 2025. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table contains information relating to the plan-based award grants made to our named executive officers in the year ended December 31, 2025 and is intended to supplement the Summary Compensation Table above.
Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jayme Mendal | 2/11/2025 | $297,500 | $595,000 | $1,190,000 | | | | | | | | | | 2/11/2025 | | | | 59,649 | 121,108 | 180,757 | | | | $2,602,594 | | | 2/11/2025 | | | | 24,100 | 120,504 | 241,009 | | | | $2,589,642 | | | 2/11/2025 | | | | | | | 120,504 | | | $2,589,631 | | Joseph Sanborn | 2/11/2025 | $150,000 | $300,000 | $600,000 | | | | | | | | | | 2/11/2025 | | | | 23,489 | 47,690 | 71,179 | | | | $1,024,857 | | | 2/11/2025 | | | | 9,490 | 47,452 | 94,905 | | | | $1,019,754 | | | 2/11/2025 | | | | | | | 47,453 | | | $1,019,765 | | David Brainard | 2/11/2025 | $150,000 | $300,000 | $600,000 | | | | | | | | | | 2/11/2025 | | | | 8,159 | 16,566 | 24,725 | | | | $355,998 | | | 2/11/2025 | | | | 6,593 | 32,967 | 65,934 | | | | $708,461 | | | 2/11/2025 | | | | | | | 49,451 | | | $1,062,702 | | Jon Ayotte | 2/11/2025 | $70,000 | $140,000 | $280,000 | | | | | | | | | | 2/11/2025 | | | | 2,163 | 4,393 | 6,556 | | | | $94,395 | | | 2/11/2025 | | | | | | | 13,112 | | | $281,777 | | | 10/21/2025 | | | | 1,240 | 6,200 | 12,400 | | | | $123,132 | | Julia Brncic (3) | 2/11/2025 | $112,500 | $225,000 | $450,000 | | | | | | | | | | 2/11/2025 | | | | 6,491 | 13,177 | 19,668 | | | | $283,186 | | | 2/11/2025 | | | | 5,244 | 26,224 | 52,448 | | | | $563,554 | | | 2/11/2025 | | | | | | | 39,336 | | | $845,331 |
Grants of Plan-Based Awards
| (1) Equity awards were granted under our 2018 Stock Plan. Vesting of the equity awards is described in the table below under “Outstanding Equity Awards at Fiscal Year-End.” |
Grants of Plan-Based Awards
| (2) Represents the grant date fair value of the respective awards of stock options and awards, computed in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are described in Note 8 “Stock-Based Compensation,” to our annual consolidated financial statements for the year ended December 31, 2025, which is included in our 2025 Annual Report. |
Grants of Plan-Based Awards
| (3) Ms. Brncic was appointed as our General Counsel and Secretary in January 2023 and resigned in September 2025. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards held as of December 31, 2025 by our named executive officers.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Jayme Mendal | 10/18/2017(1) | 125,880 | — | $6.96 | 10/17/2027 | — | $— | | | | | 6/11/2019(2) | | | | | 14,286 | $385,722 | | | | | 2/11/2022(3) | | | | | 3,553 | $95,931 | | | | | 2/11/2022(4) | 117,218 | 7,815 | $15.69 | 2/10/2032 | | | | | | | 2/17/2023(5) | | | | | 18,750 | $506,250 | | | | | 2/17/2023(6) | 82,500 | 37,500 | $15.81 | 2/16/2033 | | | | | | | 2/12/2024(7) | | | | | 75,301 | $2,033,127 | | | | | 2/12/2024(8) | | | | | | $— | 112,952 | $3,049,704 | | | 2/11/2025(9) | | | | | 97,910 | $2,643,570 | | | | | 2/11/2025(10) | | | | | | | 121,108 | $2,190,844 | | | 2/11/2025(11) | | | | | | | 120,504 | $1,626,804 | | Joseph Sanborn | 4/26/2022(12) | | | | | 855 | $23,085 | | | | | 6/28/2022(13) | 21,875 | 3,125 | $9.41 | 6/27/2032 | | $— | | | | | 2/17/2023(14) | | | | | 6,563 | $177,201 | | | | | 6/29/2023(15) | | | | | 39,375 | $1,063,125 | | | | | 7/24/2023(16) | 30,447 | — | $7.10 | 7/23/2033 | | $— | | | | | 2/12/2024(17) | | | | | 31,495 | $850,365 | | | | | 2/12/2024(18) | | | | | | | 25,438 | $686,826 | | | 2/11/2025(19) | | | | | 38,556 | $1,041,012 | | | | | 2/11/2025(20) | | | | | | | 47,690 | $862,712 | | | 2/11/2025(21) | | | | | | | 47,452 | $640,602 | | David Brainard | 2/11/2022(22) | | | | | 792 | $21,384 | | | | | 6/28/2022(23) | 3,125 | 3,125 | $9.41 | 6/27/2032 | | | | | | | 10/24/2022(24) | 2,500 | 5,000 | $5.54 | 10/23/2032 | | | | | | | 2/17/2023(25) | | | | | 18,750 | $506,250 | | | | | 7/24/2023(26) | | | | | 17,500 | $472,500 | | | | | 7/24/2023(27) | 1,250 | 4,375 | $7.10 | 7/23/2033 | | | | | | | 7/24/2023(28) | 3,172 | — | $7.10 | 7/23/2033 | | | | | | | 2/12/2024(29) | | | | | 30,834 | $832,518 | | | | | 2/11/2025(30) | | | | | 40,179 | $1,084,833 | | | | | 2/11/2025(31) | | | | | | | 16,566 | $299,679 | | | 2/11/2025(32) | | | | | | | 32,967 | $445,055 |
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Jon Ayotte | 6/28/2022(33) | | | | | 1,250 | $33,750 | | | | | 6/29/2023(34) | | | | | 10,500 | $283,500 | | | | | 7/24/2023(35) | 3,156 | — | $7.10 | 7/23/2033 | | | | | | | 2/12/2024(36) | | | | | 4,405 | $118,935 | | | | | 7/24/2024(37) | | | | | 6,667 | $180,009 | | | | | 2/11/2025(38) | | | | | 10,654 | $287,658 | | | | | 2/11/2025(39) | | | | | | | 4,393 | $79,469 | | | 10/21/2025(40) | | | | | | | 6,200 | $83,700 |
Outstanding Equity Awards at Fiscal Year-End
| (1) The shares of our Class A common stock subject to this option were fully vested as of September 30, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (2) These Restricted Stock Units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest in equal quarterly installments over seven years from the grant date, subject to continued service with us through each applicable vesting date, with the first installment having vested on August 25, 2019. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The shares of our Class A common stock subject to this award are scheduled to vest over four years, with 25% vesting twelve months after the vesting commencement date of January 1, 2022, with the remainder scheduled to vest in equal quarterly installments, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The shares of our Class A common stock subject to this option are scheduled to vest in equal annual installments over four years from January 1 2022, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from January 1 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (7) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1 2024, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) These performance stock units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest over four years, with 25% vesting after one year after the vesting commencement date of January 1, 2024, with the remainder scheduled to in equal quarterly installments, subject to (i) continued service with us through each applicable vesting date, and (ii) the achievement of certain financial metrics as measured at the time of filing our Annual Report on Form 10-K with the SEC. |
Outstanding Equity Awards at Fiscal Year-End
| (9) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1, 2025, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (10) These performance stock units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest over four years, with 25% vesting after one year after the vesting commencement date of January 1, 2025, with the remainder scheduled to in equal quarterly installments, subject to (i) continued service with us through each applicable vesting date, and (ii) the achievement of certain financial metrics as measured at the time of filing our Annual Report on Form 10-K with the SEC. |
Outstanding Equity Awards at Fiscal Year-End
| (11) These performance stock units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest immediately upon achievement of the performance goal, initially measured on December 31, 2027, and measured quarterly thereafter if the initial performance is not achieved through December 31, 2029, subject to (i) continued service with us through each applicable vesting date, and (ii) the achievement of certain financial metrics as measured at the time of filing our Annual Report on Form 10-K with the SEC. |
Outstanding Equity Awards at Fiscal Year-End
| (12) The shares of our Class A common stock subject to this award are scheduled to vest over four years, with 12.5% vesting six months after the vesting commencement date of January 1, 2022, with the remainder scheduled to vest in equal quarterly installments, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (13) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from May 20, 2022, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (14) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from January 1 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (15) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from May 20, 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (16) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over two years from August 20 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (17) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1 2024, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (18) These performance stock units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest over four years, with 25% vesting after one year after the vesting commencement date of January 1, 2024, with the remainder scheduled to in equal quarterly installments, subject to (i) continued service with us through each applicable vesting date, and (ii) the achievement of certain financial metrics as measured at the time of filing our Annual Report on Form 10-K with the SEC. |
Outstanding Equity Awards at Fiscal Year-End
| (19) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1, 2025, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (20) These performance stock units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest over four years, with 25% vesting after one year after the vesting commencement date of January 1, 2025, with the remainder scheduled to in equal quarterly installments, subject to (i) continued service with us through each applicable vesting date, and (ii) the achievement of certain financial metrics as measured at the time of filing our Annual Report on Form 10-K with the SEC. |
Outstanding Equity Awards at Fiscal Year-End
| (21) These performance stock units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest immediately upon achievement of the performance goal, initially measured on December 31, 2027, and measured quarterly thereafter if the initial performance is not achieved through December 31, 2029, subject to (i) continued service with us through each applicable vesting date, and (ii) the achievement of certain financial metrics as measured at the time of filing our Annual Report on Form 10-K with the SEC. |
Outstanding Equity Awards at Fiscal Year-End
| (22) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1, 2022, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (23) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from May 20, 2022, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (24) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over two years from November 20, 2024, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (25) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from January 1, 2023, subject to continued service with us through each appli cable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (26) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from August 20, 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (27) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from August 20 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (28) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over two years from August 20 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (29) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1 2024, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (30) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1, 2025, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (31) These performance stock units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest over four years, with 25% vesting after one year after the vesting commencement date of January 1, 2025, with the remainder scheduled to in equal quarterly installments, subject to (i) continued service with us through each applicable vesting date, and (ii) the achievement of certain financial metrics as measured at the time of filing our Annual Report on Form 10-K with the SEC. |
Outstanding Equity Awards at Fiscal Year-End
| (32) These performance stock units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest immediately upon achievement of the performance goal, initially measured on December 31, 2027, and measured quarterly thereafter if the initial performance is not achieved through December 31, 2029, subject to (i) continued service with us through each applicable vesting date, and (ii) the achievement of certain financial metrics as measured at the time of filing our Annual Report on Form 10-K with the SEC. |
Outstanding Equity Awards at Fiscal Year-End
| (33) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from May 20, 2022, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (34) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from May 20, 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (35) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over two years from August 20 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (36) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1 2024, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (37) The shares of our Class A common stock subject to this award are scheduled to vest over three years, with 33% vesting twelve months after the vesting commencement date of November 20, 2024, with the remainder scheduled to vest in equal quarterly installments, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (38) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1, 2025, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (39) These performance stock units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest over four years, with 25% vesting after one year after the vesting commencement date of January 1, 2025, with the remainder scheduled to in equal quarterly installments, subject to (i) continued service with us through each applicable vesting date, and (ii) the achievement of certain financial metrics as measured at the time of filing our Annual Report on Form 10-K with the SEC. |
Outstanding Equity Awards at Fiscal Year-End
| (40) These performance stock units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest immediately upon achievement of the performance goal, initially measured on December 31, 2027, and measured quarterly thereafter if the initial performance is not achieved through December 31, 2029, subject to (i) continued service with us through each applicable vesting date, and (ii) the achievement of certain financial metrics as measured at the time of filing our Annual Report on Form 10-K with the SEC. |
Outstanding Equity Awards at Fiscal Year-End
Severance and Change in Control Benefits We have entered into employment offer letters and agreements with our executive officers that, in certain cases, provide for severance and other benefits upon termination. We adopted an Executive Severance Plan, effective November 5, 2023, as amended and restated effective February 12, 2026 (the “Restated Severance Plan”), which provides compensation and benefits to certain executives upon separation from employment with the Company. In addition, in accordance with the terms of our 2008 Stock Incentive Plan (our “2008 Plan”) and our 2018 Plan, our board of directors has discretion to take certain actions in connection with specified corporate events that may provide benefits our executive officers and employees. We have provided more detailed information about these benefits below under “—Employment Offer Letters and Agreements” and “—Potential Payments upon Termination or Change in Control.” We believe that these additional benefits are reasonable and consistent with the objectives of our executive compensation program and with market practice among the companies with which we compete for executive talent. Other Benefits In addition to base salary, annual cash incentive bonuses, equity incentive awards and severance and change in control benefits, our executive officers receive certain perquisite and other benefits that are made available to employees generally, including matching 401(k) contributions, company paid life insurance premiums and company paid parking in excess of tax-deductible amounts. Anti-Hedging Policy We have adopted an insider trading policy that, among other things, expressly prohibits all of our employees, including our named executive officers, as well as our directors, and certain of their family members and related entities, from engaging in activities that are designed to hedge or offset any decrease in the market value of our securities. For additional detail, see “Directors, Executive Officers and Corporate Governance—Anti-Hedging Policy.” Incentive Compensation Recovery Policy We have adopted a compensation recovery policy that provides that, in the event there is an “Accounting Restatement” of the company’s financial statements, our compensation committee will attempt to recover any incentive-based compensation erroneously awarded to our executive officers. For additional detail, see “Directors, Executive Officers and Corporate Governance—Compensation Recovery Policy.”
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information regarding the number and value of stock options exercised and stock awards vested during 2025 for our named executive officers.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Jayme Mendal | — | — | 201,692 | 4,919,141 | | Joseph Sanborn | — | — | 83,188 | 1,975,462 | | David Brainard | 13,218 | 200,489 | 53,002 | 1,239,878 | | Jon Ayotte | 11,500 | 214,108 | 22,275 | 518,782 | | Julia Brncic | 58,423 | 668,536 | 35,803 | 859,238 |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control In the event of a qualifying termination of employment and/or the occurrence of a change of control of the Company, certain of our NEOs are entitled to certain payments and benefits under their employment agreements, severance compensation agreements and/or our severance policies. For a detailed summary of these payments and benefits, see the section entitled “Employment and Severance Compensation Agreements” that follows the table below. Ms. Brncic, our former general counsel and secretary, resigned in September 2025 and did not receive any payments or benefits in connection with her resignation.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our non-employee director compensation program was originally adopted in connection with our initial public offering in June 2018 and was updated by our board of directors in April 2025. Under our current non-employee director compensation program, non-employee directors who are not affiliated with Link Ventures receive cash retainers for their service on our board of directors or a committee of the board of directors as set forth below. Additionally, non-employee directors who are not affiliated with Link Ventures, subject to their continued service, each receive an annual restricted stock unit award with a value of $165,000, which vests quarterly over a one-year period. These restricted stock unit awards are measured using the closing price of our Class A common stock on the Nasdaq Global Market on the date of grant. We do not provide any other benefits, including retirement benefits or perquisites, to our non-employee directors. Our employee director Mr. Mendel does not receive additional compensation for his service as a director. Each non-employee director who is not affiliated with Link Ventures is eligible to receive compensation for his or her service on our board of directors or the audit committee or compensation committee of our board of directors, consisting of annual cash retainers paid quarterly in arrears, as set forth in the table below.
DIRECTOR COMPENSATION
| Position | Retainer | | Board member | $40,000 | | Audit committee chair | $20,000 | | Audit committee member | $10,000 | | Compensation committee chair | $14,000 | | Compensation committee member | $7,000 |
DIRECTOR COMPENSATION
The following table sets forth information regarding compensation earned by our non-employee directors during the year ended December 31, 2025.
DIRECTOR COMPENSATION
| Name | Fees earned or paid in cash ($) | Stock awards ($)(1)(2) | Option awards ($)(2)(3) | Total ($) | | David Blundin | — | — | — | — | | Sanju Bansal | 47,342 | 164,985 | — | 212,327 | | Paul Deninger | 57,000 | 164,985 | — | 221,985 | | George Neble | 60,000 | 164,985 | — | 224,985 | | John Shields | 50,000 | 164,985 | — | 214,985 | | Mira Wilczek | 54,000 | 164,985 | — | 218,985 |
DIRECTOR COMPENSATION
| (1) The values disclosed represent the aggregate grant date fair value of restricted stock units granted to the director, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the restricted stock unit grants reported in this column are set forth in Note 8 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
DIRECTOR COMPENSATION
| (2) The following table sets forth, with respect to each of our non-employee directors, the aggregate number of stock awards and the aggregate number of option awards outstanding as of December 31, 2025: |
DIRECTOR COMPENSATION
| Name | Stock Awards (#) | Option Awards (#) | | David Blundin | — | — | | Sanju Bansal | 3,352 | — | | Paul Deninger | 3,352 | — | | George Neble | 3,352 | — | | John Shields | 3,352 | — | | Mira Wilczek | 3,352 | 180,000 |
DIRECTOR COMPENSATION
| (3) The values disclosed represent the aggregate grant date fair value of options to purchase shares granted to the director calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the option grants reported in this column are set forth in Note 8 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S-K, which was mandated by Section 953(b) of the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. For fiscal year 2025, the annual total compensation for our median employee of the Company (excluding our CEO) was $122,786. For fiscal year 2025, the annual total compensation of our CEO was $9,209,231. For fiscal year 2025 the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 75.0 to 1. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The methodology we used to identify the median of the annual total compensation of all our employees is as follows:
CEO Pay Ratio
| • | We identified our median employee from among our employee population (excluding our CEO) as of December 31, 2025, the last day of our fiscal year. |
CEO Pay Ratio
| • | We used a consistently applied compensation measure for annual total compensation (“CACM”) consisting of: (i) annual base pay as of the determination date, (ii) annual target bonuses or other cash incentive compensation for fiscal year 2025, and (iii) the grant date fair value of equity awards granted during fiscal year 2025. |
CEO Pay Ratio
| • | Compensation amounts were determined from our human resources and payroll systems of record. Payments not made in U.S. dollars were converted to U.S. dollars by our human resources system of record using an average exchange rate for fiscal year 2025. We calculated the annual total compensation of our median employee by using our CACM for our global employee population. |
CEO Pay Ratio
| • | We then calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table. |
CEO Pay Ratio
SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management used the pay ratio measure in making compensation-related decisions.
Pay Versus Performance
Pay Versus Performance The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer, or PEO, and our non-PEO named executive officers, or Other NEOs, as presented in the Summary Compensation Table, or the SCT Amounts, (ii) the compensation actually paid, or CAP, to our PEO and Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, or the CAP Amounts, (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act. The compensation committee does not utilize CAP for compensation considerations and determinations.
Pay Versus Performance
| Year | Summary Compensation Table Total For PEO (1) | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Other NEOs(2)(3) | Average Compensation Actually Paid to Other NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income/ (Loss) (in thousands) | | 2025 | $9,209,231 | $13,517,260 | $2,583,898 | $2,178,828 | $72.29 | $99,311 | | 2024 | $5,725,903 | $9,450,223 | $2,078,058 | $3,715,968 | $53.52 | $32,169 | | 2023 | $4,128,264 | $2,532,429 | $1,907,033 | $1,559,418 | $32.77 | $(51,287) | | 2022 | $2,786,272 | $2,205,651 | $1,583,445 | $1,015,913 | $39.46 | $(24,416) |
Pay Versus Performance
| (1) Jayme Mendal, our chief executive officer and president, was PEO for all years in the table. |
Pay Versus Performance
| (2) For 2025, Joseph Sanborn, our chief financial officer, David Brainard, our chief technology officer, Jon Ayotte, our chief accounting officer, and Julia Brncic, our former general counsel and secretary, were Other NEOs. For 2024, Joseph Sanborn, our chief financial officer, and David Brainard, our chief technology officer, were Other NEOs. For 2023, Julia Brncic, our former general counsel and secretary, and David Brainard, our chief technology officer, were Other NEOs. For 2022, John Wagner, our former chief financial officer and treasurer, David Brainard, our chief technology officer, and David Mason, our former general counsel and secretary, who served in this role until October 2022, were Other NEOs. |
Pay Versus Performance
| (3) The following table summarizes the adjustments made in accordance with Item 402(v) of Regulation S-K in order to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. |
Pay Versus Performance
| | 2025 | | 2024 | | 2023 | | 2022 | | | Adjustments† | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | | SCT Amounts | $9,209,231 | $2,583,898 | $5,725,903 | $2,078,058 | $4,128,264 | $1,907,033 | $2,786,272 | $1,583,445 | | (Subtraction): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | (7,781,866) | (1,845,728) | (4,181,765) | (1,099,219) | (2,278,200) | (1,550,149) | (2,239,566) | (1,147,540) | | Addition: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 9,167,086 | 1,651,433 | 6,188,324 | 1,351,864 | 1,382,550 | 1,421,349 | 2,085,548 | 845,560 | | Addition (Subtraction): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | 1,861,611 | 366,812 | 1,439,751 | 801,231 | (627,912) | (80,893) | (174,577) | (26,958) |
Pay Versus Performance
| | 2025 | | 2024 | | 2023 | | 2022 | | | Adjustments† | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | | Addition: Vesting date fair value of awards granted and vested during the covered fiscal year | $550,917 | $157,071 | $512,208 | $211,985 | $236,625 | $74,075 | $— | $135,093 | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | 510,281 | 137,813 | 864,431 | 372,049 | (308,898) | (211,997) | (139,321) | (196,567) | | (Subtraction): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | — | (872,471) | (1,098,629) | — | — | — | (112,705) | (177,120) | | CAP Amounts (as calculated) | $13,517,260 | $2,178,828 | $9,450,223 | $3,715,968 | $2,532,429 | $1,559,418 | $2,205,651 | $1,015,913 |
Pay Versus Performance
| † Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the SCT Amounts. |
Relationship Between “Compensation Actually Paid” and Performance Measures
Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with SEC rules, the charts below illustrate how the CAP to our NEOs aligns with our company’s financial performance as measured by our TSR, Revenue, Variable Marketing Dollars, Net Income and Adjusted EBITDA.