DEF 14A of Trupanion, Inc., Apr 27, 2026

DEF 14A of Trupanion, Inc.

Filed Apr 27, 2026 · FY20250001371285-26-000081

Open on EDGAR

  1. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors As of the date of this Proxy Statement, our Board of Directors consists of ten directors, and immediately prior to the Annual Meeting the size of our Board of Directors will be automatically reduced to nine directors. Mr. Max Brodén will not be standing for re-election at the Annual Meeting. Mr. Brodén's departure from the Board of Directors was for personal reasons and does not impact the strategic partnership between Aflac and Trupanion; Aflac remains committed to the partnership and continues to be a supportive, aligned shareholder. The Company thanks Mr. Brodén for his years of dedicated service and significant contributions to the Company. Our nominating and corporate governance committee has nominated, Jacqueline "Jackie" Davidson, Paulette Dodson, Richard Enthoven, Murray Low, Elizabeth "Betsy" McLaughlin, Bradley "Brad" Powell, Darryl Rawlings, Howard Rubin, and Margaret “Margi” Tooth for election as directors at the 2026 Annual Meeting, and at the recommendation of our nominating and corporate governance committee, our Board of Directors proposes that Ms. Davidson, Ms. Dodson, Mr. Enthoven, Dr. Low, Ms. McLaughlin, Mr. Powell, Mr. Rawlings, Mr. Rubin, and Ms. Tooth each be elected as a director to serve until the next annual meeting and until their successor is duly elected and qualified or until their earlier resignation or removal. Our nominating and corporate governance committee regularly considers and will continue to assess Board size, tenure and refreshment, and whether our Board of Directors has the right mix of skills, qualifications and experiences. We believe our Board size of nine directors is appropriate at this time. Under our Bylaws, each director is elected by a plurality of the votes cast at the Annual Meeting. This means that the nine individuals nominated for election to the Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” any or all of the nominees or you may “WITHHOLD” your vote with respect to any or all nominees. Shares represented by proxies will be voted “FOR” the election of each of the nominees, unless the proxy is marked to withhold authority to so vote. You may not cumulate votes in the election of directors. If any nominee for any reason is unable to serve, the proxies may be voted for such substitute nominees as the proxy holders, who are our officers, might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than nine directors.

  2. Proposal No. 1: Election of Directors

    | OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ELECTION OF EACH OF THE NOMINATED DIRECTORS. |

  3. Our Board of Directors

    Our Board of Directors

  4. Board of Directors Snapshot

    Board of Directors Snapshot Our Board of Directors and their respective ages as of April 14, 2026 are as follows:

  5. Board of Directors Snapshot

    | Name | Age | | Max Brodén | 47 | | Jackie Davidson | 65 | | Paulette Dodson | 62 | | Richard Enthoven | 55 | | Murray Low | 73 | | Betsy McLaughlin | 65 | | Brad Powell | 65 | | Darryl Rawlings | 56 | | Howard Rubin | 73 | | Margi Tooth | 47 |

  6. Board of Directors Snapshot

    Information regarding our director nominees (see Proposal 1), including their principal occupations, certain other directorships they hold, or have held, and their other skills and qualifications, is set forth below. There are no familial relationships among our directors and officers. No director nominee has an arrangement or understanding with another person under which he or she was or is to be selected as a director or nominee.

  7. Our Directors and Nominees

    Our Directors and Nominees

  8. Our Directors and Nominees

    | MAX BRODÉN Senior Executive Vice President and Chief Financial Officer of Aflac Incorporated Age: 47 | Director Since: 2023 | | | “I was told that Yorkies don’t swim……First time Bijou saw a pool he jumped in and wouldn’t get out for an hour and he hasn’t stopped since.” – Max | Biography: | | | Max Brodén has served as a member of our Board of Directors since July 2023. Mr. Brodén is the Senior Executive Vice President and Chief Financial Officer of Aflac Incorporated where he has served in various leadership roles of ascending responsibility since April 2017. Before joining Aflac, he served as senior portfolio manager at Norges Bank from July 2007 to April 2017. Max holds a Master of Science in both accounting and finance from Stockholm School of Economics. Mr. Brodén's term as a director will end immediately prior to the Annual Meeting. We thank Mr. Brodén for his years of dedicated service and significant contributions to the Company. | | | Skills and Qualifications: | | | Mr. Brodén was chosen to serve on our Board of Directors based on his industry experience, finance and accounting knowledge, and strategic alignment. | | | Board Committees: | | | •Audit Committee |

  9. Our Directors and Nominees

    | JACQUELINE “JACKIE” DAVIDSON Independent Business Consultant and Advisor Age: 65 | Director Since: 2018 | | | Jackie is pictured above with her cats, Bear (left) and Sky (right), Tonkinese siblings. "We have had dogs and cats over the years and currently have two Tonkinese cats, Bear and Sky, siblings that are 14 years old. They are quite talkative, yet very calm and affectionate. Then there are the moments where play turns into sibling rivalry for a treat or toy, or the biggest prize, a place in our laps.” – Jackie | Biography: | | | Jackie Davidson has served as a member of our Board of Directors since September 2018. Ms. Davidson is an independent business consultant and advisor. Previously, she served as the Chief Financial Officer of Market Leader, a SaaS software and lead generation service for real estate professionals from 2008 to 2014, and as Market Leader's Vice President of Finance from 2004 to 2008. She has held financial leadership positions at other public companies, including Penford Corporation and The Cobalt Group, and at other private companies. Ms. Davidson started her career at PricewaterhouseCoopers LLC. Ms. Davidson has served on private company and nonprofit boards, including the Washington CPA Foundation. Ms. Davidson holds a B.A. in Business Administration from Washington State University and is a Certified Public Accountant in the State of Washington. She is a Board Leadership Fellow of the National Association of Corporate Directors (NACD) and holds the NACD Director Certification. | | | Skills and Qualifications: | | | Ms. Davidson was chosen to serve on our Board of Directors based on her deep finance and accounting knowledge, expertise in recurring revenue businesses, and significant public company experience. | | | Board Committees: | | | •Audit Committee (Chair) |

  10. Our Directors and Nominees

    | PAULETTE DODSON Member of the Board of Directors For Bark, Inc., Portillo’s Inc., and Trupanion, Inc. Age: 62 | Director Since: 2023 | | | Paulette is pictured above with Finley, a mixed breed dog. "My fondest memory of Teddy was his dedication to being the best office mate when I started to work from home due to the pandemic. He made sure I was at my work station on time and reminded me of when he thought it was high time for us to quit for the evening, not to mention the comfort he gave during those inevitably challenging days.” – Paulette | Biography: | | | Paulette Dodson has served as a member of our Board of Directors since April 2023. Ms. Dodson has served as a member of the Board of Directors of Portillo's Inc., a public restaurant chain, since December 2021 and as a member of the Board of Directors for Bark, Inc., a public company that specializes in dog toys, treats and meal plans, since March 2023. Previously, she served as the General Counsel and Corporate Secretary at Alight Solutions LLC, an information technology and consulting public company, from May 2018 to August 2022. Prior to this, she was the Senior Vice President, General Counsel and Corporate Secretary at PetSmart Inc., a formerly public chain of pet superstores, from July 2012 to May 2018. Ms. Dodson holds a B.A. in Urban Legal Studies from City College of New York and a J.D. from Cornell Law School. | | | Skills and Qualifications: | | | Ms. Dodson was chosen to serve on our Board of Directors based on her extensive corporate governance experience and significant public company experience. | | | Board Committees: | | | •Nominating and Corporate Governance Committee (Chair) |

  11. Our Directors and Nominees

    | RICHARD ENTHOVEN Director at PetSure Australia & Founder of Hollard Insurance Company Australia Age: 55 | Director Since: 2023 | | | Richard is pictured with his dog. "Bailey, my Cavoodle, is my companion. Every day, while I work, she lies beneath my desk by my feet. If she senses that I might leave, she runs into the garage and waits by the car hoping to come with. I will never forget the joy and wellness she brought to our family during the lockdowns. Our kids would emerge from the home-schooling sessions, and she would run into their arms giving them love and joy!” – Richard | Biography: | | | Richard Enthoven has served as a member of our Board of Directors since November 2023. Mr. Enthoven currently serves as the Chairman of Greenstone and as a Director of Hollard Holdings Australia and PetSure Australia. Mr. Enthoven is the founder, and former Chief Executive Officer (1999 to 2021) of The Hollard Insurance Company Pty Ltd and the co-founder of Greenstone Financial Services Ltd and PetSure Australia Pty Ltd. Mr. Enthoven also served as a Director of The Hollard Insurance Company and The Hollard Life Insurance Company in South Africa from 2004 to 2014, including Chairman of both companies from 2008 to 2014. Mr. Enthoven is also the Deputy President, and former President, of the Insurance Council of Australia. Mr. Enthoven holds a Master of Science from the London School of Economics and a Bachelor of Arts from the University of Southern California. | | | Skills and Qualifications: | | | Mr. Enthoven was chosen to serve on the Board based on his significant industry experience, track record growing global businesses, and strategic alignment. | | | Board Committees: | | | •Compensation Committee |

  12. Our Directors and Nominees

    | MURRAY LOW Professor, Executive Education, Columbia Business School Age: 73 | Director Since: 2006 | | | Murray is pictured above with his dog, Maggie, a toy poodle. “A few years ago I took a road trip around Cape Breton, Nova Scotia in my Airstream trailer with Maggie, my 12 year old, five-pound, toy poodle. We did lots of hiking, with Maggie leading the way. But then we came across a trail where dogs were not allowed. It was a moose pasture high on the hill above the wild Atlantic Ocean. So I stuffed Maggie in my backpack. Sure enough, after a short distance we came across a cow moose and a calf just a few feet off the trail. Maggie and I watched quietly, delighted to have shared the moment together." – Murray | Biography: | | | Murray Low is currently the lead independent director on our Board of Directors and has served as a member of our Board of Directors since April 2006. Dr. Low previously served as the chairperson of our Board of Directors. In addition, Dr. Low served as our Secretary and Treasurer from April 2006 to June 2006. Dr. Low has been a professor at Columbia Business School since 1990 and was the Founding Director of the Eugene M. Lang Center for Entrepreneurship at Columbia Business School from July 2000 to September 2013. From September 2013 to July 2015, Dr. Low was the Director of Entrepreneurship Education at Columbia Business School. Since July 2015, Dr. Low has been Faculty of Executive Education at Columbia Business School. Since 1997, Dr. Low has also served as President of Low & Associates. Dr. Low holds a Ph.D. from the University of Pennsylvania, and an M.B.A. and a B.A. from Simon Fraser University. | | | Skills and Qualifications: | | | Dr. Low was chosen to serve on our Board of Directors due to his expertise in the areas of entrepreneurship and strategic management and his deep knowledge of our business. | | | Board Committees: | | | •Lead Independent Director •Nominating and Corporate Governance Committee |

  13. Our Directors and Nominees

    | ELIZABETH “BETSY” MCLAUGHLIN Member of the Board Of Directors For Bark, Inc. and Trupanion, Inc. Age: 65 | Director Since: 2023 | | | Betsy is pictured above with her dogs, Max and Emma, both Labradoodles. "My dog is a happy Trupanion customer for life. Living in Park City, UT, Max is thrilled with the mountain smells and landscape – sniffing, chasing squirrels and rolling endlessly in the snow!” – Betsy | Biography: | | | Betsy McLaughlin has served as a member of our Board of Directors since April 2023. Ms. McLaughlin has served as a member of the Board of Directors for Bark Inc., a public company that specializes in dog toys, treats and meal plans, since December 2017. Previously, Ms. McLaughlin served in various leadership roles of ascending responsibility at Hot Topic, Inc., a public teen-oriented apparel and accessories chain, since joining the company in 1993, including serving as Chief Executive Officer and Director from 2000 to 2011. Ms. McLaughlin holds a B.A. in Economics from the University of California, Irvine. | | | Skills and Qualifications: | | | Ms. McLaughlin was chosen to serve on our Board of Directors based on her significant executive leadership experience and public company expertise. | | | Board Committees: | | | •Compensation Committee •Nominating and Corporate Governance Committee |

  14. Our Directors and Nominees

    | Brad Powell Director, Trupanion, Inc. Age: 65 | Director Since: 2025 | | | Brad is pictured above with his cat, Ellie. "Cats and dogs have been a significant part of our family for most of my life. Our cat Ellie excels at interrupting zoom calls and walking across keyboards when she's not getting enough attention. She always brings a big smile to everyone's face." – Brad | Biography: | | | Brad Powell has served as a member of our Board of Directors since October 2025. Mr. Powell served as Chief Financial Officer of Expeditors International of Washington, Inc., a publicly-traded global logistics company, from October 2008 to September 2025. Prior to joining Expeditors, Mr. Powell held several executive positions, including as President and Chief Financial officer of Eden Bioscience Corporation, a publicly-traded biotechnology company. Mr. Powell started his career at KPMG LLP and holds a B.S. in Accounting from Central Washington University. | | | Skills and Qualifications: | | | Mr. Powell was chosen to serve on the Board based on his accounting and financial acumen and his public company experience. | | | Board Committees: | | | •Audit Committee •Compensation Committee |

  15. Our Directors and Nominees

    | DARRYL RAWLINGS Chair of the Board, Trupanion, Inc. Age: 56 | Director Since: 2000 | | | Darryl is pictured above with his dog, Murray. "Murray got to see the airplane cockpit the first time he flew!” – Darryl | Biography: | | | Darryl Rawlings has served as a member and Chairman of our Board of Directors since June 2006. Mr. Rawlings founded Trupanion in 1998 and served as our CEO from 1999 until his retirement in August 2024. In 2000, Trupanion issued its first policy to Mr. Rawlings' dog, Monty. Darryl is a graduate of the British Columbia Institute of Technology. | | | Skills and Qualifications: | | | Mr. Rawlings was chosen to serve on our Board of Directors based on his experience founding high-growth companies and his experience and familiarity with our business as its former Chief Executive Officer. | | | Board Committees: | | | •None |

  16. Our Directors and Nominees

    | HOWARD RUBIN Director, Trupanion, Inc. Age: 73 | Director Since: 2010 | | | Howard is pictured above with his dog, Calvin, a Cavapoo. “Calvin is our sweet 13 year old Cavapoo who is eager to befriend all he meets. He has always joined us when visiting my 100 year old mother-in-law. During Covid’s lockdown periods, even when we were prohibited from visiting her, we made sure that Calvin visited regularly so no opportunity was missed to bring pure joy.” – Howard | Biography: | | | Howard Rubin has served as a member of our Board of Directors since March 2010 and he was a consultant to Trupanion from May 2014 until December 2020. Mr. Rubin previously served as our Chief Operating Officer from March 2010 to May 2014, and as our Secretary from July 2012 to August 2013. Mr. Rubin founded and served as Chief Executive Officer at BrightHeart Veterinary Centers, a company operating specialty and emergency veterinary hospitals, from November 2007 to October 2009, and as the Chief Executive Officer of the National Commission on Veterinary Economic Issues, a non-profit association supporting the animal health and veterinary industry, from January 2001 to October 2007. Previously, he served as the Chief Executive Officer of Cardiopet, Inc., Divisional Vice President of IDEXX Laboratories, Inc., on the Board of Trustees of the Animal Medical Center in New York City, on the Dean’s Advisory Board for the College of Veterinary Medicine at Western University of Health Sciences and on the Board of Overseers of the Cummings School of Veterinary Medicine at Tufts University. Mr. Rubin also founded the Veterinary Referral Centre, a comprehensive, multi-specialty veterinary hospital. Mr. Rubin holds an M.B.A. from Washington University in St. Louis’ Olin Business School and a B.A. from Ohio Wesleyan University. | | | Skills and Qualifications: | | | Mr. Rubin was chosen to serve on our Board of Directors based on his extensive experience in the veterinary care and animal health industries. | | | Board Committees: | | | •Audit Committee •Compensation Committee (Chair) |

  17. Our Directors and Nominees

    | MARGARET “MARGI” TOOTH Chief Executive Officer & President, Trupanion, Inc. Age: 47 | Director Since: 2024 | | | Margi is pictured above with her two dogs, Mabel, an English Bulldog, and Gertie, a Maltipoo. "Pets have always been a part of my life, from my early years on a farm, surrounded by cattle, horses, dogs, cats, chickens and the odd pygmy goat! Today, I have my three pets - Gertie, a mighty 3 pound maltipoo, Mabel, a divaish English Bulldog and Reggie, a tough 2 year old tortoise. While the three of them tend to operate rather independently of one another, the gift they give to my family and me are constant reminders of why we, at Trupanion, do what we do.” – Margi | Biography: | | | Margi Tooth serves as our President and Chief Executive Officer. Margi is a 20-year pet insurance veteran and has been with Trupanion for over 12 years, she has been in the current position as CEO since taking over from founder, Darryl Rawlings in 2024. As Chief Executive Officer, Margi has a track record of driving Trupanion’s growth, having been at the helm of revenue delivery for the company since 2015. Ms. Tooth drives Trupanion’s strategic roadmap, spearheading initiatives to bring transparency to the pet insurance world, expanding market presence and fostering a culture of excellence through execution. As Trupanion expands globally, British native, Margi is eager to share Trupanion’s veterinary-first approach across global markets while driving awareness in Trupanion’s home territories in Canada and the United States. Margi and her family reside in Seattle which include a Maltipoo and English Bulldog – both reminders of why Team Trupanion exists. | | | Skills and Qualifications: | | | Ms. Tooth serves as our Chief Executive Officer and President. | | | Board Committees: | | | •None |

  18. Non-Employee Director Compensation

    Non-Employee Director Compensation

  19. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We maintain a non-employee director compensation program (NED Program). Under the NED Program in effect for 2025, each non-employee director was eligible to earn an annual retainer in the amount of $150,000 for their service as a Board member, and an additional $50,000 for service as the lead independent director or as the chair of each of the Board of Directors, audit committee, compensation committee and nominating and corporate governance committee. In 2025 the payment period for non-employee director compensation was changed from a calendar year period to an annual period that is more closely aligned with the term of a director's service that generally begins with their election at each annual meeting of stockholders. As a result of the change in the payment period under the NED Program, eligible directors serving during the first half of 2025 received a "stub year" retainer that was awarded in January 2025. This "stub year" retainer was equal to half of their eligible full-year retainer and vested based on service over the first half of the year. For example, directors serving during the first half of 2025 received a retainer for Board service equal to $75,000 that vested in two quarterly installments over the first half of the year. Under the new payment period, annual director compensation is to be awarded at the Board meeting occurring immediately prior to the annual shareholders meeting, which Board meeting usually occurs in May before the annual meeting that generally occurs in June, and such awards vest quarterly over the subsequent annual period. Accordingly, in May 2025, each non-employee director then serving received a full-year retainer that vests in equal quarterly installments, beginning in August 2025, with half the retainer vesting in 2025 and the remainder in 2026, subject to continued service on each vesting date. For example, directors serving in May 2025, received a retainer for Board service of $150,000 that vested half in 2025 and half in 2026. Brad Powell joined our Board in October 2025, and received a pro-rata retainer for his service that vests in three equal quarterly installments that aligned with the vesting date of the retainers awarded to directors in May 2025, subject to his continued service. Under the NED Plan, any director who, in connection with the annual shareholders meeting, resigns from the Board or declines to stand for reelection will vest in 25% of the annual retainer on or about the date of the annual shareholder meeting. Any unvested director retainer will be forfeited on the date service ceases. Director retainers may be paid in the form of (i) restricted stock units (RSUs) or non-qualified stock options, as our Board of Directors determines each year and/or (ii) cash, subject to certain limitations. Directors may elect to receive (i) 50% of their retainer in cash and 50% in equity or (ii) 100% in cash if the director holds at least the minimum amount of equity required under our stock ownership guidelines, unless otherwise approved by the compensation committee. Beginning in 2025, directors may also elect to defer settlement of their vested RSUs until they cease to provide services to Trupanion. Directors who make a timely deferral election will have no right as stockholders with respect to amounts credited to their deferred RSU accounts until such RSUs are settled. Settlement of any RSUs credited to the deferred RSU account in shares of fully vested common stock will occur as soon as practicable following the director’s termination of service. Our Board of Directors determined that the equity portion of retainers awarded during 2025 would be in the form of RSUs with the number of shares of common stock underlying RSU grants determined by dividing the applicable dollar amount by the lesser of (i) by the volume-weighted average price of the Common Stock on the NASDAQ Stock Market as measured between the closing price on the last day before the regularly scheduled trading window opens for the prior quarter and the last day before the regularly scheduled trading window opens for the quarter in which the NED Awards are granted and (ii) the then-most current calculation of the intrinsic value of a share of Common Stock, as determined by the Company. For 2025, Max Brodén, Betsy McLaughlin and Brad Powell received their retainers in RSUs only. Paulette Dodson elected to receive 50% of her retainer in cash and 50% in the form of RSUs, and she, as well as Max Brodén and Betsy McLaughlin, elected to defer the settlement of their vested RSUs. Jackie Davidson, Richard Enthoven, Murray Low, Darryl Rawlings, and Howard Rubin elected to receive their retainers in cash. Effective for 2026, the NED Program was amended primarily to increase the retainer for Board service to $165,000 (from $150,000) and add a retainer of $5,000 per independent committee on which the director serves, if the director is not serving as a chair of such independent committee.

  20. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors during the year ended December 31, 2025. Other than as set forth in the table, during the year ended December 31, 2025, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the non-employee members of our Board of Directors, with the exception of reimbursement of travel expenses as described above. Margi Tooth, our current Chief Executive Officer, received no compensation for her service as a director during the year ended December 31, 2025. The compensation provided to Ms. Tooth as an employee is discussed in the section entitled “Executive Compensation”.

  21. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) (3) | All Other Compensation | Total | | Max Brodén | $— | $268,975 | $— | $268,975 | | Jacqueline "Jackie" Davidson | $200,000 | $— | $— | $200,000 | | Paulette Dodson | $100,000 | $179,240 | $— | $279,240 | | Richard Enthoven | $150,000 | $— | $— | $150,000 | | Murray Low | $200,000 | $— | $— | $200,000 | | Elizabeth "Betsy" McLaughlin | $— | $268,975 | $— | $268,975 | | Brad Powell | $— | $74,963 | $— | $74,963 | | Darryl Rawlings (4) | $200,000 | $— | $200,000 | $400,000 | | Howard Rubin (5) | $200,000 | $74,345 | $— | $274,345 |

  22. 2025 Non-Employee Director Compensation Table

    (1)Reflects applicable cash elections and prorations, as described above in "—-Non-Employee Director Compensation Program." (2)Reflects RSUs granted in 2025, net of cash elections and prorations, as described above in "—Non-Employee Director Compensation Program." The amounts in this column represent the aggregate grant date fair value of the RSUs, as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our directors. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a summary of the assumptions we apply in calculating these amounts. (3)All Directors who received RSUs, except for Mr. Powell, received both a stub-year grant and a May 2025 grant as a result of the change in the payment period under our NED Program to align better non-employee director compensation with the director's term of service. The stub-year grant vested over the first half of the year and the May 2025 grant vests quarterly, beginning in August 2025, subject to the director's continued service. Mr. Powell joined the Board in October 2025 and received a pro-rated annual grant that vests in three equal quarterly installments that aligned with the vesting date of the retainers awarded to directors in May 2025, subject to his continued service. Following is the total number of RSU shares awarded and the number of vested and unvested shares, as well as directors who elected to defer settlement of their vested RSUs as of December 31, 2025:

  23. 2025 Non-Employee Director Compensation Table

    | | | As of December 31, 2025 | | | | Name | Total RSU Shares Awarded in 2025 | Vested Shares | Unvested Shares | Deferred Settlement | | Max Brodén | 5,869 | 3,749 | 2,120 | Yes | | Paulette Dodson | 3,911 | 2,497 | 1,414 | Yes | | Elizabeth "Betsy" McLaughlin | 5,869 | 3,749 | 2,120 | Yes | | Brad Powell | 1,906 | 629 | 1,277 | No | | Howard Rubin | 1,758 | 1,122 | 636 | No |

  24. 2025 Non-Employee Director Compensation Table

    (4)Mr. Rawlings received a total of $200,000 for service as a non-employee Director and Chairman of our Board of Directors and $200,000 in consideration for his consulting services in connection with our pet food initiative, pursuant to a consulting agreement we entered into with Mr. Rawlings in 2024. (5)Reflects cash for service on our Board of Directors and grant date value of RSUs (as described in footnote (2)) received for service on the boards of directors of three of our wholly-owned subsidiaries, namely American Pet Insurance Company, GPIC Insurance Company and ZPIC Insurance Company.

  25. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and corporate governance committee is responsible for identifying, evaluating and recommending nominees to our Board of Directors. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons. Our nominating and corporate governance committee will recommend to our Board of Directors for selection all nominees to be proposed by our Board of Directors for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by our Board of Directors for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by our Board of Directors to fill interim director vacancies. Our Board of Directors encourages selection of directors who will contribute to our overall corporate mission. The nominating and corporate governance committee may from time to time review and recommend to our Board of Directors the desired qualifications, expertise and characteristics of directors, including such factors as business experience, diversity and professional experience in management, animal health, technology, finance, marketing, financial reporting and other areas that are expected to contribute to an effective Board of Directors. In evaluating potential candidates for our Board of Directors, the nominating and corporate governance committee considers these factors, among others, in the light of the specific needs of our Board of Directors at that time. We value diversity on a company-wide basis but have not adopted a policy regarding board diversity. In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board of Directors and committees on which such director sits and to review materials distributed to the director. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as their other professional responsibilities, will be considered. Under our Corporate Governance Guidelines, there are no limits on the number of terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the nominating and corporate governance committee considers director tenure.

  26. Company Performance and Alignment with Pay

    Company Performance and Alignment with Pay We achieved success on many fronts in 2025, including the following: •Total revenue increased 12% to $1,439.3 million. •Subscription business revenue increased 16% to $989.3 million. •Net income was $19.4 million, or $0.45 per basic and diluted share, compared to a net loss of $(9.6) million, or $(0.23) per basic and diluted share, in 2024. •Operating cash flow was $89.5 million and free cash flow was $75.4 million in 2025. This compared to operating cash flow of $48.3 million and free cash flow of $38.6 million in 2024. •At December 31, 2024, the Company held $370.7 million in cash and short-term investments, including $50.0 million held outside the insurance entities, with an additional $5 million available under its credit facility. In 2025, we estimate that intrinsic value increased by approximately $960 million to $3.0 billion. This strong performance was evidenced in incentive outcomes for the year: •In aggregate, short-term incentive compensation in 2025 was awarded at a higher rate than in 2024, driven by a substantial increase in corporate goal attainment scores for 2025. •Based on strong intrinsic value growth during 2025 and consistent with our historical practice of granting performance RSUs when intrinsic value growth exceeds 10%, the equity allocation pool increased by 1.4 million shares. Our NEOs as well as other service providers, including other employees and contractors, received RSU awards from this pool.

  27. Key Operational and Governance Features of our Executive Compensation Framework

    | ✔ | Deliver compensation primarily through performance-based incentives that encourage achieving both short- and long-term business goalsx | Do not allow automatic vesting of equity upon termination after a change in control or in other circumstances. | | ✔ | Cap short-term incentive payout opportunities at 200% of target to maintain reasonable compensation levels and discourage excessive risk-takingx | Avoid providing excessive benefits or perquisites, ensuring compensation remains aligned with our values | | ✔ | Engage with stakeholders through annual say-on-pay votes and regularly communicate with major stockholders to ensure transparencyx | Prohibit short sales, hedging and pledging of company securities to uphold integrity and transparency | | ✔ | Employ an independent compensation consultant who advises the Compensation Committee for unbiased decision-makingx | Refrain from entering into individual employment agreements with predetermined terms unless legally required | | ✔ | Undertake an annual risk review of incentive programs and other compensation policies | | | ✔ | Maintain robust share ownership guidelines to align executives' interests with stockholders. | | | ✔ | Maintain compensation clawback policies that exceed SEC and NASDAQ requirements | | | ✔ | Annually nominate all directors for election to ensure accountability to stockholders | |

  28. Role of Consultant

    Role of Consultant In 2025, the compensation committee engaged Willis Towers Watson (WTW) as its independent compensation consultant. WTW reports directly to the compensation committee and advises the committee on various executive pay issues. Pursuant to SEC rules, the compensation committee assessed the independence of WTW, concluding that WTW is independent and that it has neither had or has any conflict of interests with the Company, its directors or its executive officers.

  29. Peer Group

    Peer Group The compensation committee identifies a comparator set of companies (peer group) to evaluate the competitiveness of Trupanion's compensation levels, policies, programs, and dilution. Given the lack of direct publicly-traded competitors in the pet insurance industry of similar size, Trupanion's peer set includes peers across tangential industries that we compete with for executive talent. The following criteria were assessed when developing the 2025 peer group: •Publicly-traded and headquartered in the U.S. •Operates as an animal health or insurance company •Revenues are within a reasonable range of Trupanion Based on these criteria, the committee identified the following peers for 2025:

  30. Peer Group

    | Company | Ticker | Industry | | Central Garden & Pet Company | CENT | Animal Health | | Freshpet, Inc. | FRPT | Animal Health | | Greenlight Capital | GLRE | Insurance | | Heritage Insurance Holding Inc. | HRTG | Insurance | | IDEXX Laboratories | IDXX | Animal Health | | Lemonade | LMND | Insurance | | Phibro Animal Health Corporation | PAHC | Animal Health | | Proassurance Corporation | PRA | Insurance | | RLI Corporation | RLI | Insurance | | Root, Inc. | ROOT | Insurance | | Safety Insurance Group | SAFT | Insurance | | SelectQuote, Inc. | SLQT | Insurance | | Skyward Specialty Insurance Group | SKWD | Insurance | | Stewart Information Services Corp | STC | Insurance | | Tiptree Inc. | TIPT | Insurance | | Universal Insurance Holdings | UVE | Insurance |

  31. Peer Group

    In addition to reviewing data available for peers, the compensation committee assesses survey data to inform its evaluation of pay levels and design.

  32. Short-Term Incentives - 2025 Management Incentive Plan (2025 MIP)

    Short-Term Incentives - 2025 Management Incentive Plan (2025 MIP) Short-term incentives are intended to focus our NEOs on the achievement of annual financial, operational and strategic goals that contribute to longer-term value creation for our stockholders. Our compensation committee approved the 2025 MIP design, individual targets and final payout for all NEOs, with the exception of our CEO. Our Board, upon the compensation committee's recommendation, approved our CEO's target bonus percentage and actual payout under the 2025 MIP. 2025 Target Bonus Percentages For 2025, the compensation committee, after consulting with WTW and reviewing comparative market data for each executive officer, approved the following annual target opportunities, expressed as a percentage of annual base salary:

  33. Short-Term Incentives - 2025 Management Incentive Plan (2025 MIP)

    | | Target Bonus % | | 2025 Target Annual Bonus Opportunity (1) | | Name | 2024 | 2025 | | | Margi Tooth | 100% | 110% | $715,000 | | Fawwad Qureshi (2) | 75% | 100% | $440,000 | | John Gallagher | 75% | 75% | $281,250 | | Emily Dreyer (2)(3) | 50% | 60% | $198,000 | | Dr. Steve Weinrauch (2) | 50% | 60% | $198,000 |

  34. Short-Term Incentives - 2025 Management Incentive Plan (2025 MIP)

    (1)Target opportunity is based on annual base salary approved in 2025 and does not reflect actual base salary paid in 2025 due to base salary increases that were approved after the start of the fiscal year. (2)Target bonus percentage was increased in May 2025. (3)Ms. Dreyer is no longer deemed an executive officer, and is expected to become a consultant upon her departure in July 2026. 2025 Performance Metrics The 2025 MIP included three different performance metrics that were intended to fundamentally drive the same overall corporate objectives for the year and future profitable growth. Positive free cash flow was required for any payout under the 2025 MIP. Payouts under the 2025 MIP could range from 0% to 200% of target based on performance.

  35. Short-Term Incentives - 2025 Management Incentive Plan (2025 MIP)

    | Metric | Weighting | Summary Definition (1) | Why it Matters | | Total Trupanion Adjusted Operating Income (AOI) | 50% | Adjusted operating income (non-GAAP) excludes acquisition costs, development expenses, nonrecurring items, and the gain/loss from a joint venture. Non-cash items like goodwill impairment, stock-based compensation, and depreciation/amortization are also excluded. | Reflects our performance in areas related to operating expense management, accurate pricing strategies, driving subscriber growth, retaining current subscriber and achieving operating efficiency goals | | Lifetime Value per Pet (LVP) | 25% | Lifetime value of a pet (including allocated fixed expenses) is calculated by taking subscription revenue less cost of subscription revenue (excluding related stock-based compensation, sign-up fees, and deferred revenue changes) over the past 12 months. This is further reduced by a pro-rata portion of general & administrative and technology expenses (less related stock-based compensation), all on a per-pet basis and multiplied by the implied average subscriber life in months. | Reflects our performance in areas related to ARPU, subscriber retention and profit per insured pet | | Internal Rate of Return (IRR) | 25% | This discount rate, assuming new pets mirror the average of the past 36 months, represents the rate at which the present value of a new pet's projected lifetime cash flows equals its initial costs (acquisition and a 1% monthly capital charge on average new pet revenue). Future cash inflows are derived from the margin per pet applied to average new pet revenue for the period. | Reflects our performance in disciplined pet acquisition (PAC) spend, ARPU, subscriber retention and profit per insured pet |

  36. Short-Term Incentives - 2025 Management Incentive Plan (2025 MIP)

    (1)Please see Appendix A for a description of our Key Performance Metrics. Adjusted Annual Operating Income (AOI) For purposes of the 2025 MIP, AOI was weighted at 50% of the total payout and required a threshold achievement for payout. The maximum payout for this metric was 200%. The table below outlines the general progression of the AOI metric for 2025:

  37. Short-Term Incentives - 2025 Management Incentive Plan (2025 MIP)

    | | AOI | Incremental AOI | Payout % of Target | | Maximum | $153,084,899 | $1,114,625 | 200% | | Above Target | $144,167,899 | $820,375 | 150% | | Target | $137,604,899 | $719,698 | 100% | | Threshold | $131,847,312 | — | 50% |

  38. Short-Term Incentives - 2025 Management Incentive Plan (2025 MIP)

    Achievement below the threshold would result in no payout for the AOI metric. At the threshold of $131,847,312, this metric would pay out at 50% of target. Then, for each approximately $719,698 in additional AOI, the payout percentage would increase by approximately 6 percentage points, until reaching 100% of target payout when AOI reached $137,604,899. Then, for each additional $820,375 in AOI up to $144,167,899, the payout percentage would increase approximately 6 percentage points, up to 150% of target. Each additional $1,114,625 in AOI would increase the payout percentage by approximately 6 percentage points, until reaching $153,084,899 and a maximum payout for AOI of 200%. Actual payout was pro-rated based on achievement. For 2025, AOI was $151,884,061, resulting in a payout of 193% for this metric. Lifetime Value of Pets (LVP) For purposes of the 2025 MIP, LVP was weighted at 25% of the total payout and required a threshold achievement for payout. The maximum payout for this metric was 200%. The table below outlines the general progression of the LVP metric for 2025:

  39. Short-Term Incentives - 2025 Management Incentive Plan (2025 MIP)

    | | LVP | Incremental LVP | Payout % of Target | | Maximum | $673 | $3 | 200% | | Above Target | $647 | $4 | 150% | | Target | $620 | $6 | 100% | | Threshold | $572 | | 50% |

  40. Short-Term Incentives - 2025 Management Incentive Plan (2025 MIP)

    Achievement below the threshold for LVP would result in no payout for the LVP metric. At the threshold of $572, this metric would pay out at 50% of target. Then, for each approximately $6 in LVP, the payout percentage would increase by approximately 6 percentage points, until reaching 100% of target payout when LVP reached $620. Then, for each additional approximately $4 in LVP up to $647, the payout percentage would increase approximately 6 percentage points, up to 150% payout of target. Each additional $3 in LVP would then increase the payout percentage by approximately 6 percentage points, until reaching $673 and a maximum payout for LVP of 200%. For 2025, LVP was $706, resulting in a maximum payout of 200% for this metric. Internal Rate of Return (IRR) For purposes of the 2025 MIP, IRR was weighted at 25% of the total payout and required a threshold achievement of an IRR for the subscription business of approximately 31% for payout. The maximum payout for this metric was 200%. IRR was achieved at 30%, which resulted in no payout for this metric. 2025 Payouts Trupanion achieved positive free cash flow, which was a gating requirement before any payouts could be made under the 2025 MIP. Based on achievement and weighting of the metrics, the compensation committee approved a 147% payout relative to target, driven by significant outperformance in Adjusted AOI and LVP. These positive results were offset by IRR, which did not meet the threshold for payout. Based on the achievement and payment policy, the compensation committee approved the following payouts for our NEOs under the 2025 MIP, except for Ms. Tooth, for whom the compensation committee recommended to the Board and the Board approved Ms. Tooth's payout:

  41. Short-Term Incentives - 2025 Management Incentive Plan (2025 MIP)

    | Name | Actual Base Salary in 2025(1) | Bonus Target % | Total Target Bonus Opportunity | Total Earned Incentive (% of Target) | Total Earned Incentive (Cash Value) | | Margi Tooth | $641,667 | 110% | $705,834 | 147% | $1,037,575 | | Fawwad Qureshi | $436,667 | 100% | $436,667 | 147% | $641,900 | | John Gallagher | $375,000 | 75% | $281,250 | 147% | $413,438 | | Emily Dreyer | $317,500 | 60% | $190,500 | 147% | $280,035 | | Dr. Steve Weinrauch | $327,500 | 60% | $196,500 | 147% | $288,855 |

  42. Short-Term Incentives - 2025 Management Incentive Plan (2025 MIP)

    (1) Base salary amounts reflect actual salary paid during 2025. All NEOs, except Mr. Gallagher, received base salary increases during the year, resulting in the amount above being less than the amount approved in 2025 by the compensation committee. Ms. Dreyer is no longer deemed an executive officer, and is expected to become a consultant upon her departure in July 2026.

  43. Annual Long-Term Incentive Awards

    Annual Long-Term Incentive Awards Our annual long-term incentive program delivers equity-based awards to executives and other employees who contribute to the long-term success of Trupanion. The intent is to reward for performance that contributed to value creation for our long-term stockholders and retain participants during the subsequent vesting period which generally requires continued service. For a discussion of equity vesting acceleration, please see the discussion below regarding our Severance Policy and Change of Control Policy under in the section titled "Severance and Change-in-Control Protection." Awards are issued in the form of RSUs under our 2024 Equity Incentive Plan that can vest over two years based on continued service. The value of the RSUs granted is informed by prior performance, based on estimates of the growth in our intrinsic value per share. The higher the growth of our intrinsic value per share, the larger the amount of equity we made available for grant in aggregate to executives and other employees. This pool is then allocated based on consideration of a number of factors, which, for our NEOs, includes their relative contribution to growth and other key financial metrics. For awards granted to our NEOs in 2025, the compensation committee, in consultation with management, evaluated after completion of fiscal 2024 the growth of our intrinsic value per share on a year-over-year basis. As in prior years, our compensation decisions are filtered through our model using inputs that are grounded by historical performance and analysis approved by the Board of Directors. As such, our intrinsic value growth per share in connection with compensation decisions is intended to be consistent with the following principles: •Give credit for company performance, generally based on historical three-year average trends, as well as the year-over-year growth rate of resulting intrinsic value per share changes, rather than performance we hope to achieve in the future. •Incorporate controllable factors, like advertising spending, but not give credit for or penalize participants for certain other factors that a participant is less likely to be able to influence, like changes in interest rates and foreign exchange rates, without compensation committee approval. •Allow for period-over-period comparisons not susceptible to manipulation by management. We generally base our inputs on the most recent three-year actual performance trend and prefer to avoid changing inputs such as the weighted average cost of capital when making compensation decisions. •Subject the calculation, including assumptions, to the scrutiny of the compensation committee, which may adjust the calculation and/or our awards if it determines that the equity pool and/or resulting grants are inappropriate or inconsistent with the long-term interests of stockholders. Ultimately, the compensation committee retains the discretion to modify the model by which we calculate intrinsic value per share, as it deems appropriate. If the growth in our intrinsic value per share is 10% or lower, we provide no long-term incentive awards to NEOs. For each increment of our calculated intrinsic value per share growth above 10%, the percentage of the incremental value is allocated between all employees and stockholders according to the following schedule:

  44. Annual Long-Term Incentive Awards

    | Estimated Increase to Our Calculation of Intrinsic Value Per Share | % of Value Creation Going to Stockholders | % of Value Creation Going to Employees | | 1 - 10% | 1 - 10% | 0.0% | | 11% | 10.7% | 0.3% | | 20% | 19.0% | 1.0% | | 30% | 27.5% | 2.5% | | 35% | 32.0% | 3.0% | | 40% | 36.5% | 3.5% | | 45% | 41.0% | 4.0% | | 50% | 45.5% | 4.5% | | 60% | 54.5% | 5.5% | | 70% | 63.5% | 6.5% |

  45. Annual Long-Term Incentive Awards

    (Progression between identified points is not linear due to the degree of difficulty in achieving greater increases to our calculation of intrinsic value per share. In the event our calculation of intrinsic value per share shows growth in excess of 70%, our compensation committee will determine the amount of equity we make available to grant in aggregate to all employees and non-employee directors.) Below is a depiction of how we reward intrinsic value per share growth using long-term incentive awards: Annual Equity Allocations for the 2025 Performance Year: For the 2025 performance year, we estimated a year-over-year growth of our intrinsic value per share at 45%. After adjustments for foreign exchange and cash usage, this resulted in an equity pool of 1.4M shares. Deductions were made for various grants as well as for repayment of historical grants for performance in prior years when the intrinsic value growth did not warrant equity dilution. This left approximately 680,874 shares to be allocated as RSUs for 2025 performance. Our President & Chief Executive Officer, with team input, assessed each NEO’s contribution to growth and leadership. The compensation committee reviewed these recommendations and approved the following long-term incentive grants to executive officers in February 2026 based on 2025 performance, except for Ms. Tooth, for whom the compensation committee recommended to the Board and the Board approved Ms. Tooth's long-term incentive grant. These awards will be reported next year in our 2026 Summary Compensation Table.

  46. Annual Long-Term Incentive Awards

    | Name | Annual RSUs Granted in February 2026 (Based on 2025 Performance) | Grant Date Fair Value (1) | | Margi Tooth | 65,497 | $1,888,933 | | Fawwad Qureshi | 35,482 | $1,023,301 | | John Gallagher | 16,609 | $479,004 | | Emily Dreyer | 10,282 | $296,533 | | Dr. Steve Weinrauch | 12,260 | $353,578 |

  47. Annual Long-Term Incentive Awards

    (1) The amounts represent aggregate grant date fair value of the RSUs, as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our officers. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a summary of the assumptions we apply in calculating these amounts.

  48. Off-Cycle Awards

    Off-Cycle Awards From time-to-time the compensation committee or our Board of Directors may approve off-cycle awards to address talent and business needs, not including any equity awards received upon an NEOs election to receive RSUs in lieu of cash bonuses. During 2025, the following award was approved.

  49. Off-Cycle Awards

    | Name | Rationale | Value (1) | Key terms | | Emily Dreyer | Promotion | $488,419 | Time-vested RSUs that vest as to 1/4th on the approximate one year anniversary of the date of grant and then 1/16th quarterly thereafter, subject to the named executive officer being a service provider through each vesting date. |

  50. Employment Agreements

    Employment Agreements No NEO has an employment agreement, although we did enter into an offer letter with Mr. Qureshi in connection with his appointment as our Chief Financial Officer. Pursuant to his offer letter, Mr. Qureshi is entitled to an annual base salary initially set at $300,000 and subject to adjustment, an annual bonus of up to 40% of his base salary (based 50% on corporate goals and 50% on individual goals), and participation in our Severance Plan (as defined below) with six months of salary and estimated COBRA premiums (less required tax withholding). Mr. Qureshi’s offer letter also entitled him to receive RSUs representing 60,000 shares of our common stock. This summary is not complete and is qualified in its entirety by reference to the full text and terms of the offer letter. Mr. Qureshi's employment is at-will. Mr. Qureshi received his 2025 incentive bonus based on achievement of corporate goals as set forth in the 2025 Management Incentive Plan described above under "Short-Term Incentives - 2025 Management Incentive Plan (2025 MIP)".

  51. Severance and Change-in-Control Protection

    Severance and Change-in-Control Protection Our Employee Severance and Change in Control Plan (our Severance Plan) provides certain severance benefits to eligible employees. Our Severance Plan is intended to standardize the severance paid to current and future employees. We believe our Severance Plan creates an equitable framework for situations when an employee leaves us involuntarily that applies equally to all team members regardless of title. Severance Policy: Under our Severance Plan, if an employee, including any NEO, is terminated without cause (defined to include willful or gross neglect of job duties, material breach of a fiduciary duty or Company policy, willful failure to comply with instructions from the Board or such person’s supervisor, continued unsatisfactory performance which has continued for more than thirty days following written notice, engagement in dishonest or illegal or gross misconduct, and conviction of a felony), then they are entitled to the following benefits: •a payment equal to the employee’s salary for a minimum of two weeks with an additional two weeks for each completed year of employment, up to a maximum of 26 weeks; •for each full calendar quarter prior to the date of termination, any bonuses earned by the employee but unpaid as of the date of such termination; and •a payment equal to one month of the medical insurance premium for the team member. In order to receive these benefits, the employee must sign a separation agreement containing a full and unconditional release of claims. Change in Control Policy: If an employee, including any NEO, is terminated without cause in the three-month period before the occurrence of a Change in Control (the definition of "Change in Control" is set forth in footnote 5 to the "Termination of Employment and Change of Control Payments Table" below) or during the period of time beginning on the first occurrence of a Change in Control and lasting through the one-year anniversary of the occurrence of the Change in Control, then, in lieu of the severance payments set forth above, we will provide the employee with the following benefits: •six months of salary; •for each full calendar quarter prior to the date of such termination, any bonuses earned by the employee but unpaid as of the date of such termination; and •immediate vesting of all unvested equity awards. In order to receive these benefits, the employee must sign a separation agreement containing a full and unconditional release of claims. If any total payment determined by this policy would result in an “excess parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (Code)), then we would reduce the payment to produce a payment value that would maximize the “net after-tax amount” payable to the employee.

  52. Risk Assessment

    Risk Assessment Our compensation committee assessed the risk profile of our executive pay programs and determined that it does not encourage undue risk-taking by executives. Pay opportunities reflect a mix of fixed and at-risk compensation. At-risk compensation is tied to short- and long-term Company objectives and supports the pay-for-performance philosophy. The Company's pay program emphasized the sustained viability of the business through the use of long-term incentive awards, especially for senior management. The long-term incentive awards are typically subject to an objective measurement (i.e., our calculation of intrinsic values per share) that assesses our long-term sustainable growth and health, and all of the long-term incentive awards carry four or two-year vesting, which encourages executives to make decisions that are in the best long-term interests of the business. Further, we require executives to hold meaningful levels of Company stock, subject to a phase-in period, which results in stockholder alignment and a long-term focus. We also maintain a clawback policy, as more fully described below.

  53. Timing of Equity Awards

    Timing of Equity Awards We generally do not grant stock options (or similar awards) at times when there is MNPI about Trupanion, and rather generally grant equity awards in the open window immediately following the public release of our annual or quarterly results. MNPI is not taken into account when determining the timing and terms of any equity award. Similarly, we do not time the disclosure of MNPI for the purpose of affecting the value of executive compensation.

  54. Summary Compensation Table

    Summary Compensation Table The following table and related footnotes describe the total compensation earned for services rendered by our NEOs during fiscal years 2025, 2024, and 2023, except for Ms. Dreyer who was an NEO only in fiscal 2025. Mr. Weinrauch was an NEO only in 2023 and 2025, however his compensation earned for 2024 is included pursuant to SEC rules.

  55. Summary Compensation Table

    | Name and Principal Position (1) | Year | Salary (2) | Bonus | Stock Awards (3) | Non-Equity Incentive Plan Compensation (4) | All Other Compensation | Total | | Margi Tooth Chief Executive Officer, President | 2025 | $641,667 | $— | $2,434,500(5) | $1,037,575 | $— | $4,113,742 | | | 2024 | $462,500 | $2,245,611(6) | $1,363,500(7) | $336,951(8) | $— | $4,408,563 | | | 2023 | $358,333 | $— | $579,400(9) | $26,861(10) | $— | $964,594 | | Fawwad Qureshi Chief Financial Officer | 2025 | $436,667 | $— | $2,044,006(5) | $641,900 | $— | $3,122,573 | | | 2024 | $366,667 | $154,024(11) | $199,180(7) | $232,813 | $23,529(12) | $976,212 | | | 2023 | $81,250 | $— | $1,362,000(9) | $25,935 | $28,940(13) | $1,498,125 | | John Gallagher Chief Operating Officer | 2025 | $375,000 | $— | $1,296,079(5) | $413,438 | $— | $2,084,517 | | | 2024 | $324,375 | $— | $1,103,370(7) | $143,701(14) | $— | $1,571,447 | | | 2023 | $287,501 | $— | $239,508(9) | $61,785(15) | $— | $588,794 | | Emily Dreyer Chief Revenue Officer | 2025 | $317,500 | $— | $1,010,521(5) | $280,035 | $— | $1,608,056 | | | 2024 | $— | $— | $— | $— | $— | $— | | | 2023 | $— | $— | $— | $— | $— | $— | | Dr. Steve Weinrauch Chief Product & Veterinary Officer | 2025 | $327,500 | $— | $1,141,927(5) | $288,855 | $— | $1,758,282 | | | 2024 | $300,001 | $— | $442,565(7) | $114,343(8) | $— | $856,909 | | | 2023 | $300,000 | $— | $219,761(9) | $79,864(16) | $— | $599,625 |

  56. Summary Compensation Table

    (1)Mr. Weinrauch was an NEO in 2025 and 2023, but not in 2024, but his compensation for all periods is included pursuant to SEC rules. Ms. Dreyer was not an NEO in fiscal 2023 or 2024. Ms. Dreyer is no longer deemed an executive officer, and is expected to become a consultant upon her departure in July 2026. (2)Amounts reflect salaries earned in each respective year. For fiscal 2025, the base salary amounts for all executives other than Mr. Gallagher were less than the base salaries approved by the compensation committee for the year, because the salary increases were approved after the beginning of the fiscal year. For more information, see base salary discussion in the Compensation Discussion and Analysis section. (3)Amounts represent aggregate grant date fair value of RSUs (except RSUs received in lieu of cash incentive bonuses for the prior year (see footnote (4)), as computed in accordance with ASC Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our officers. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a summary of the assumptions we apply in calculating these amounts. (4)Amounts consist of cash-based incentive compensation earned for the achievement of performance objectives approved by our compensation committee for each respective fiscal year. In lieu of receiving their short-term incentive award in cash, team members may convert all or a portion of their short-term incentive award into Company equity, in the form of RSUs, with a 20% premium to the cash value and subject to a two year lock-up. To avoid duplication, this Summary Compensation Table reflects only the cash incentive compensation earned for a particular year and any RSUs received in lieu of such cash incentive compensation are noted in the footnotes below and reflected in the Grants of Plan-Based Awards table. (5)For fiscal 2025, reflects RSUs for shares of the Company's common stock issued in February 2025 to the following executive officers in connection with the company and executive's 2024 performance, which RSUs will vest over two years subject to the officer's continued service: Margi Tooth (50,000 shares), Fawwad Qureshi (41,980 shares), John Gallagher (26,619 shares), Emily Dreyer (10,723 shares), and Dr. Steve Weinrauch (23,453 shares). The amount for Ms. Dreyer also includes an RSU for 10,108 shares granted in August 2025 connection with her promotion to Chief Revenue Officer, which RSU vests quarterly over 4 years, subject to her continued service with the Company. (6)Includes RSUs representing (i) 5,000 shares of the Company’s common stock issued in February 2024 as a spot bonus, which will vest over four years and (ii) 48,679 shares of the Company’s common stock issued in August 2024 as a spot bonus in connection with Ms. Tooth’s appointment as Chief Executive Officer, which will vest over four years, in each case subject to her continued service. (7)For fiscal 2024, reflects RSUs for shares of the Company's common stock issued in February 2024 to the following executive officers in connection with the company and executive's 2023 performance, which RSUs will vest over two years subject to the officer's continued service: Margi Tooth (50,000 shares), Fawwad Qureshi (7,304 shares), John Gallagher (20,559 shares), and Steve Weinrauch (16,229 shares). The amount for Ms. Tooth also includes RSUs representing (i) 5,000 shares of the Company’s common stock issued in February 2024 as a spot bonus, which will vest over four years and (ii) 48,679 shares of the Company’s common stock issued in August 2024 as a spot bonus in connection with Ms. Tooth’s appointment as Chief Executive Officer, which will vest over four years, subject to her continued service. The amount for Mr Gallagher also includes an RSU for 13,838 shares of the Company's common stock granted in November 2024 in connection with Mr. Gallagher’s appointment as Chief Operating Officer, which will vest over four years, subject to his continued service. (8)For performance year 2024, Ms. Tooth earned a short-term incentive award in the amount of $336,951. Ms. Tooth converted 100% of her short-term incentive award into RSUs. Such RSUs were granted in February 2025 in the amount of 8,790 shares with an aggregate grant date fair value of $210,696. In addition, Mr. Weinrauch earned short term incentive awards in 2024 in the amount of $53,623, which he converted to RSUs with an aggregate of 2,424 shares with an overall grant date fair value of $54,970 that were granted as follows: 1,007 shares on February 27,2024; 1,004 shares on May 13, 2024; and 413 shares on August 19, 2024. (9)For fiscal 2023, for Margi Tooth, reflects RSUs 20,000 for shares of the Company's common stock issued in August 2023 in connection with 2023 performance, which will vest over four years, subject to her continued service. For Mr. Qureshi, includes RSUs representing 60,000 shares of the Company’s common stock issued in November 2023 pursuant to Mr. Qureshi’s offer letter, which will vest over four years. For Mr. Gallagher, includes RSUs representing (i) 7,223 shares of the Company’s common stock issued in August 2023 in connection with 2023 performance, which will vest over four years, (ii) 460 shares of the Company’s common stock issued in May 2023 as a promotion bonus, which will vest over four years, and (iii) 721 shares of the Company’s common stock issued in August 2023 as a promotion bonus, which will vest over four years. For Mr, Weinrauch, includes RSUs representing (i) 5,655 shares of the Company’s common stock issued in August 2023 in connection with 2023 performance, which will vest over four years, (ii) 649 shares of the Company’s common stock issued in February 2023 as a promotion bonus, which will vest over four years, and (iii) 498 shares of the Company’s common stock issued in February 2023 as a spot bonus, which were fully vested at grant. (10) For performance year 2023, Ms. Tooth earned a short-term incentive award in the amount of $21,674. Ms. Tooth converted 100% of her short-term incentive award into RSUs. Such RSUs were granted in February 2024 in the amount of 985 shares with an aggregate grant date fair value of $26,861. (11)Mr. Qureshi was granted RSUs representing 5,000 shares of the Company’s common stock in February 2024 as a spot bonus, which will vest over four years and a bonus in the amount of $17,674 in connection with additional responsibilities. (12)Represents $20,704 in relocation expenses and $2,825 tax gross up for such expenses. (13)Represents $17,457 in travel reimbursement and $11,483 tax gross up for such expenses. (14)For performance year 2024, Mr. Gallagher earned an aggregate short-term incentive award in the amount of $143,701. Mr. Gallagher converted a portion of his short-term incentive award into RSUs. Such RSUs were granted in (i) May 2024 in the amount of 636 shares with an aggregate grant date fair value of $14,100 and (ii) August 2024 in the amount of 152 shares with an aggregate grant date fair value of $4,686. (15)For performance year 2023, Mr. Gallagher earned a short-term incentive award in the amount of $60,754. Of that amount, Mr. Gallagher received cash in an aggregate amount of $13,332 and elected to convert the remainder of his short-term incentive awards into an aggregate of 2,207 RSUs with an aggregate grant date fair value of $48,453. (16)For performance year 2023, Dr. Weinrauch earned a short-term incentive award in the amount of $95,276. Dr. Weinrauch converted his short-term incentive awards into an aggregate of 3,953 RSUs with an aggregate grant date fair value of $79,864.

  57. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding long-term incentive awards granted to our named executive officers in fiscal year 2025.

  58. Grants of Plan-Based Awards

    | Name | Award Type | Approval Date | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan (1) | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards (2) | | | | | | Threshold | Target | Maximum | | | | Margi Tooth | Cash | 01/28/25 | — | $357,500 | $715,000 | $1,430,000 | | | | | RSU (3) | 02/27/25 | 02/27/25 | | | | 50,000 | $2,434,500 | | | RSU (4) | 02/27/25 | 02/27/25 | | | | 8,790 | $210,696 | | Fawwad Qureshi | Cash | 01/28/25 | — | $220,000 | $440,000 | $880,000 | | | | | RSU (3) | 02/27/25 | 02/27/25 | | | | 41,980 | $2,044,006 | | John Gallagher | Cash | 01/28/25 | — | $140,625 | $281,250 | $562,500 | | | | | RSU (3) | 02/27/25 | 02/27/25 | | | | 26,619 | $1,296,079 | | Emily Dreyer | Cash | 01/28/25 | — | $99,000 | $198,000 | $396,000 | | | | | RSU (3) | 02/27/25 | 02/27/25 | | | | 10,723 | $522,103 | | | RSU (5) | 02/26/25 | 02/27/25 | | | | 10,108 | $488,419 | | Steve Weinrauch | Cash | 01/28/25 | — | $99,000 | $198,000 | $396,000 | | | | | RSU (3) | 02/27/25 | 02/27/25 | | | | 23,453 | $1,141,927 |

  59. Grants of Plan-Based Awards

    (1)The amounts in these columns represent the threshold, target and maximum amounts of cash that might have become payable to each named executive officer as a short-term incentive award under our 2025 Management Incentive Plan (2025 MIP). Although Trupanion employees (including named executive officers) may elect to take their short-term awards in the form of equity with a 20% premium to cash on value but subject to a two-year lock-up, none of the named executive officers made such election for their cash bonus under the 2025 MIP. (2)The amounts represent the aggregate grant date fair value of the RSUs, as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our officers. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a summary of the assumptions we apply in calculating these amounts. (3)Reflects the long-term incentive awards received in the form of RSUs, which vests as to 1/8th of the award quarterly, subject to the recipient being a service provider through each vesting date. (4)Represents a portion of a short-term incentive award for 2024 paid in the form of fully-vested RSUs with a 20% premium to the cash value, based on a volume-weighted average market price, and subject to a two-year lock-up. (5)Reflects a promotion grant received in the form of RSUs, which vests as to 1/4th on the approximate one year anniversary of the date of grant and then 1/16th quarterly thereafter, subject to the named executive officer being a service provider through each vesting date.

  60. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding stock options and RSUs held by our named executive officers as of December 31, 2025.

  61. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Options Total Grant | 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 (1) | | Margi Tooth | 2/27/2025(2) | | | | | | 31,250 | $1,167,813 | | | 8/19/2024(3) | | | | | | 33,467 | $1,250,662 | | | 2/27/2024(4) | | | | | | 2,813 | $105,122 | | | 2/27/2024(5) | | | | | | 6,250 | $233,563 | | | 8/14/2023(6) | | | | | | 8,750 | $326,988 | | | 2/28/2022(7) | | | | | | 3,266 | $122,050 | | | 5/4/2017(8) | 23,448 | 23,448 | — | $17.97 | 5/4/2027 | | | | Fawwad Qureshi | 2/27/2025(2) | | | | | | 26,238 | $980,514 | | | 2/27/2024(4) | | | | | | 2,813 | $105,122 | | | 2/27/2024(5) | | | | | | 913 | $34,119 | | | 11/13/2023(9) | | | | | | 30,000 | $1,121,100 | | John Gallagher | 02/27/2025(2) | | | | | | 16,637 | $621,725 | | | 11/12/2024(10) | | | | | | 10,378 | $387,826 | | | 2/27/2024(5) | | | | | | 2,570 | $96,041 | | | 8/14/2023(6) | | | | | | 3,160 | $118,089 | | | 8/14/2023(6) | | | | | | 315 | $11,772 | | | 5/15/2023(11) | | | | | | 173 | $6,465 | | | 2/28/2022(7) | | | | | | 735 | $27,467 | | Emily Dreyer | 8/15/2025(12) | | | | | | 10,108 | $377,736 | | | 2/27/2025(2) | | | | | | 6,702 | $250,454 | | | 2/27/2024(5) | | | | | | 2,249 | $84,045 | | | 8/14/2023(6) | | | | | | 2,401 | $89,725 | | | 2/28/2022(7) | | | | | | 1,482 | $55,382 | | Steve Weinrauch | 2/27/2025(2) | | | | | | 14,659 | $547,807 | | | 2/27/2024(5) | | | | | | 2,029 | $75,824 | | | 8/14/2023(6) | | | | | | 2,474 | $92,453 | | | 2/27/2023(13) | | | | | | 203 | $7,586 | | | 2/28/2022(7) | | | | | | 531 | $19,843 | | | 5/4/2017(8) | 23,448 | 23,448 | — | $17.97 | 5/4/2027 | | | | | 7/22/2016(14) | 8,500 | 8,500 | — | $15.46 | 7/22/2026 | | |

  62. Outstanding Equity Awards at Fiscal Year-End

    (1)Value is calculated by multiplying the number of RSUs or restricted stock awards that have not vested by the closing market price of our stock ($37.37) as of the close of trading on December 31, 2025 (the last trading day of the fiscal year). (2)RSUs vest as to 1/8th of the shares on May 22, 2025 and 1/8th vests each quarter thereafter. (3)RSUs vest as to 1/4th of the shares on August 22, 2025 and 1/16th vests each quarter thereafter. (4)RSUs vest as to 1/4th of the shares on February 22, 2025 and 1/16th vests each quarter thereafter. (5)RSUs vest as to 1/8th of the shares on May 22, 2024 and 1/8th vests each quarter thereafter. (7)RSUs vest as to 1/4th of the shares on February 25, 2023 and 1/16th vests each quarter thereafter. (8)Stock option vested as to 1/4th of the shares underlying this option on May 4, 2018 and 1/48th vested monthly thereafter. (9)RSUs vest as to 1/4th of the shares on November 25, 2024 and 1/16th vests each quarter thereafter. (10)RSUs vest as to 1/4th of the shares on November 22, 2025 and 1/16th vests each quarter thereafter. (11)RSUs vest as to 1/4th of the shares on May 25, 2024 and 1/16th vests each quarter thereafter. (12)RSUs vest as to 1/8th of the shares on August 22, 2025 and 1/8th vests each quarter thereafter. (13) RSUs vest as to 1/4th of the shares on February 25, 2024 and 1/16th vests each quarter thereafter. (14)Stock option vested as to 1/4th of the shares underlying this option on July 22, 2017 and 1/48th vested monthly thereafter.

  63. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table provides information regarding stock options exercised, restricted stock and RSUs vested which were held by our named executive officers during fiscal year 2025.

  64. Option Exercises and Stock Vested Table

    | | | Option Awards | | Stock Awards | | | Name | Grant Date | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Margi Tooth | 2/27/2025 | | | 27,540 | $1,084,069 | | | 8/19/2024 | | | 15,212 | $675,174 | | | 2/27/2024 | | | 27,187 | $1,078,812 | | | 8/14/2023 | | | 5,000 | $203,863 | | | 2/28/2022 | | | 13,062 | $532,572 | | | 2/22/2021 | | | 2,927 | $99,869 | | | 12/21/2015 | 36,000 | 1,059,734 | | | | | 7/24/2015 | 4,200 | 155,872 | | | | Fawwad Qureshi | 2/27/2025 | | | 15,742 | $662,271 | | | 02/27/2024 | | | 5,839 | $226,920 | | | 11/13/2023 | | | 15,000 | $611,588 | | John Gallagher | 2/27/2025 | | | 9,982 | $419,936 | | | 11/12/2024 | | | 3,460 | $122,484 | | | 2/27/2024 | | | 10,280 | $410,223 | | | 8/14/2023 | | | 1,986 | $80,976 | | | 5/15/2023 | | | 115 | $4,684 | | | 2/28/2022 | | | 2,938 | $119,788 | | | 2/22/2021 | | | 835 | $28,490 |

  65. Option Exercises and Stock Vested Table

    | | | Option Awards | | Stock Awards | | | Name | Grant Date | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Emily Dreyer | 2/27/2025 | | | 4,021 | $169,157 | | | 2/27/2024 | | | 8,996 | $358,985 | | | 8/14/2023 | | | 1,372 | $55,940 | | | 2/28/2022 | | | 5,927 | $241,654 | | | 2/22/2021 | | | 823 | $28,081 | | | 5/04/2017 | 4,250 | 61,381 | | | | | 10/07/2016 | 5,000 | 81,863 | | | | | 7/22/2016 | 700 | 11,867 | | | | | 7/24/2015 | 704 | 17,341 | | | | Steve Weinrauch | 2/27/2025 | | | 8,794 | $369,968 | | | 2/27/2024 | | | 8,115 | $323,822 | | | 8/14/2023 | | | 1,414 | $57,654 | | | 2/27/2023 | | | 162 | $6,604 | | | 2/28/2022 | | | 2,122 | $86,521 | | | 2/22/2021 | | | 1,171 | $39,955 |

  66. Pay Ratio

    Pay Ratio For fiscal year 2025: •the annual total compensation, calculated as described below, of our Chief Executive Officer, Margi Tooth, was $4,131,365; and •the estimated median of the annual total compensation of all employees of our Company, other than Margi Tooth, our Chief Executive Officer, calculated as described below was $101,692. Based on this information, for 2025 the ratio of annual total compensation of our Chief Executive Officer to the median of the annual compensation of all employees was 41:1. To determine the median employee as of December 31, 2025, we used the total base earnings, bonuses earned, and the grant date fair value of equity granted in 2025 for all employees, full-time and part–time who were employed as of December 31, 2025 (excluding Ms. Tooth). We excluded independent contractors, as they are not employees. We also excluded four employees located in Belgium, twenty-three employees located in Czechia, two employees located in Poland, and two employees located in Slovakia. Finally, we also excluded three employees who had not received compensation during 2025 because they were either on leave or were hired in December, who collectively represent less than 5% of our worldwide workforce as of December 31, 2025. For employees hired throughout the year, we annualized earnings based on amounts paid during the portion of 2025 in which they were employed. With the factors noted above, we identified the median role. We then took the actual total compensation set forth in the summary compensation table for Ms. Tooth, added to it the amounts we pay on behalf of Ms. Tooth pursuant to benefits programs that are available on a non-discriminatory basis to all our employees, including health, life and disability insurance premiums, child care at our headquarters, and enrollment of employee pets in our Trupanion medical insurance policy (Non-discriminatory Benefits) and compared that amount to the total compensation paid in 2025 for the identified role, which also included the Non-discriminatory Benefits paid out for the identified role. For the identified role and Ms. Tooth, we included (a) base salary paid in 2025, (b) bonuses for performance during 2025, which included bonuses paid in 2026 and (c) grant date value of RSUs awarded in 2025. This determined the ratio set forth above. In identifying the median employee under SEC rules, companies are permitted to use reasonable estimates, assumptions, and methodologies based on their own facts and circumstances. As a result, the disclosure regarding the compensation of our median employee may not be directly comparable to similar disclosure by other reporting companies.

  67. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our Chief Executive Officer and to our other named executive officers and certain company financial performance metrics. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please refer to the Compensation Discussion and Analysis section of this proxy statement.

  68. Pay Versus Performance Table

    Pay Versus Performance Table

  69. Pay Versus Performance Table

    | Year | SCT Total Compensation For CEO | | Compensation Actually Paid to CEO (2) | | Average SCT Total Compensation for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) | Company Selected Measure – Adjusted Operating Income(4) ($) | | | Darryl Rawlings ($) | Margi Tooth ($) | Darryl Rawlings ($) | Margi Tooth ($) | | | Cumulative TSR ($) | Peer Group Cumulative TSR(3) ($) | | | | 2025 | — | 4,113,742 | — | 2,580,122 | 2,143,357 | 1,552,002 | 31.22 | 166.80 | 19,433,000 | 151,884,000 | | 2024 | 1,703,370 | 4,408,563 | 2,978,754 | 6,556,782 | 1,401,629 | 2,399,235 | 131.12 | 188.76 | (9,633,000) | 114,468,000 | | 2023 | 321,898 | N/A | (231,457) | N/A | 705,736 | 252,893 | 83.00 | 176.19 | (44,693,000) | 83,545,000 | | 2022 | 1,656,281 | N/A | (4,037,132) | N/A | 3,470,294 | (1,316,756) | 129.30 | 105.70 | (44,672,000) | 89,255,000 | | 2021 | 4,962,422 | N/A | 5,890,091 | N/A | 3,953,082 | 4,603,908 | 359.17 | 175.96 | (35,530,000) | 78,454,000 |

  70. Pay Versus Performance Table

    (1)The CEO and other NEOs for the indicated years were as follows: (i) for 2025, our CEO was Margi Tooth, and our other NEOs were Fawwad Qureshi, John Gallagher, Emily Dreyer, and Dr. Steve Weinrauch, (ii) for 2024, our CEOs were Darryl Rawlings and Margi Tooth, and our other NEOs were Fawwad Qureshi, John Gallagher, Chris Kearns, and Brenna McGibney, (iii) for 2023, our CEO was Mr. Rawlings, and our other NEOs were Mr. Qureshi, Wei Li, Drew Wolff, Ms. Tooth, Mr. Gallagher, and Dr. Steve Weinrauch, (iv) for 2022, our CEO was Mr. Rawlings, and our other NEOs were Mr. Wolff, Ms. Tooth, Tricia Plouf, and Emily Dreyer, and (v) for 2021, our CEO was Mr. Rawlings, and our other NEOs were Mr. Wolff, Ms. Tooth, Ms. Plouf, and Gavin Friedman. (2)Amounts reported in this column are based on total compensation reported for our CEO and other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with our methodology used for financial reporting purposes.

  71. Pay Versus Performance Table

    | Year | Executive(s) | Summary Compensation Table Total | Subtract Stock Awards | Add Year-End Equity Value (i) | Change in Value of Prior Equity Awards | Add Change in Value of Vested Equity Awards | Subtract Value of Equity Awards that Failed to Meet Vesting Conditions | Compensation Actually Paid | | 2025 | CEO Ms. Tooth | $4,113,742 | $(2,434,500) | $1,956,625 | $(590,733) | $(465,012) | $— | $2,580,122 | | | Other NEOs | $2,143,357 | $(1,373,133) | $1,099,893 | $(169,019) | $(149,096) | $— | $1,552,002 | | 2024 | Mr. Rawlings | $1,703,370 | $(1,499,850) | $2,548,375 | $132,091 | $94,767 | $— | $2,978,754 | | | Ms. Tooth | $4,408,563 | $(3,609,111) | $4,894,703 | $583,858 | $278,769 | $— | $6,556,782 | | | Other NEOs | $1,401,629 | $(923,206) | $1,531,048 | $271,373 | $118,391 | $— | $2,399,235 | | 2023 | CEO | $321,898 | $— | $— | $(268,695) | $(284,660) | $— | $(231,457) | | | Other NEOs | $705,736 | $(418,688) | $605,318 | $(507,704) | $(131,770) | $— | $252,893 | | 2022 | CEO | $1,656,281 | $(1,356,281) | $719,224 | $(3,095,658) | $(1,960,698) | $— | $(4,037,131) | | | Other NEOs | $3,470,294 | $(3,169,003) | $1,680,494 | $(2,038,922) | $(1,259,619) | $— | $(1,316,756) | | 2021 | CEO | $4,962,422 | $(4,623,067) | $5,788,691 | $340,352 | $(578,307) | $— | $5,890,092 | | | Other NEOs | $3,953,082 | $(3,635,556) | $4,529,917 | $376,093 | $(619,628) | $— | $4,603,908 |

  72. Pay Versus Performance Table

    i.With the exception of named executive officers, the Company issued short-term incentive awards (cash bonuses) to its team members on a monthly basis. In lieu of taking their full cash bonus amount, team members may elect to convert all or a portion of their cash bonus into equity, in the form of RSUs, with a 20% premium to cash on value, fully vested on grant date and subject to a two year lock-up. To avoid double counting, the average grant date fair value of RSUs granted pursuant to certain named executive officers electing to convert their cash bonus into RSUs is excluded from the column in this table for each covered fiscal year. (3)The Company used the NASDAQ-100 Tech Peer Group Cumulative TSR for each covered fiscal year. (4)In accordance with SEC rules, we are required to include in the Pay versus Performance table the "most important" financial measure (as determined by us) used to link compensation actually paid to our Chief Executive Officer and to our other named executive officers to our performance for the most recently completed fiscal year. We determined adjusted operating income, which is a measure included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table.

  73. Description of the Relationship Between Compensation Actually Paid to Our Named Executive Officers and Company Performance

    Description of the Relationship Between Compensation Actually Paid to Our Named Executive Officers and Company Performance The charts below describe the relationship between compensation actually paid to our Chief Executive Officers and to our other named executives officers (as calculated above) and our financial and stock performance for the indicated years. In addition, the first table below compares our cumulative TSR and peer group cumulative TSR for the indicated years.