Hippo Holdings Inc

This management-sponsored non-binding resolution asks stockholders to approve, on an advisory basis, the Company’s disclosed compensation of its named executive officers (NEOs). Management and the independent Compensation Committee designed the program to balance fixed salary with cash and equity incentives tied to financial and operational metrics (including revenue, GAAP net income and TSR performance for the CEO), with PRSUs reintroduced at the CEO level to strengthen long-term, performance-based pay. The Board is seeking shareholder endorsement to validate its approach to pay-for-performance, to demonstrate alignment between executive incentives and creation of long-term shareholder value, and to show that the Compensation Committee followed market benchmarking and independent advisor input (Aon). The proposal is advisory and not binding, but the Board commits to consider the outcome in future compensation decisions. Key context includes the Company’s 2025 milestone of achieving net income profitability and a shift toward more performance-based equity for the CEO; the Compensation Committee increased incentive target levels to strengthen pay-for-performance while limiting fixed salary increases. Management’s recommendation to vote FOR reflects their view that the program is competitive and appropriate given company performance, governance practices (independent committee and consultant), and clawback, anti-hedging, and stock ownership policies. A sophisticated evaluator should weigh the advisory nature of the vote, the specific metrics used (some CEO metrics include TSR versus the HSCM Insurtech Index), one-time awards and cash payouts described for 2025, and how the Compensation Committee’s discretion and plan design (e.g., double-trigger acceleration, vesting schedules) affect alignment and risk-taking incentives. The vote provides investors an opportunity to approve or signal concerns about overall compensation philosophy, plan design, and specific realized payouts disclosed in the proxy; it also influences future committee decisions even though it does not mandate change.

This management proposal asks stockholders to select the preferred frequency for future advisory votes on executive compensation — annual (1 year), biennial (2 years), or triennial (3 years) — with the option receiving a plurality of votes representing the stockholder recommendation. Management and the Compensation Committee recommend an annual (1‑year) frequency, arguing that yearly votes provide more timely and regular input on executive pay and better align with the annual disclosure cycle in the proxy. The vote is advisory and non-binding, but the Board has committed to take the result into account when determining the cadence of future say-on-pay votes. In context, many companies choose annual votes to maintain continuous shareholder engagement on pay matters; less frequent votes can reduce governance responsiveness and delay corrective actions in rapidly changing compensation environments. For an analyst, evaluate how often pay plans and performance metrics are updated at the Company and whether an annual vote meaningfully improves oversight versus multi-year votes; consider the Board’s recent compensation changes (increased incentive weight, reintroduction of PRSUs for the CEO) that suggest ongoing active compensation governance. Also weigh the administrative and engagement burden of annual votes against the benefit of more frequent shareholder feedback. The Board’s explicit recommendation for a 1‑year frequency signals a preference for regular accountability and suggests management expects to continue active compensation adjustments that would benefit from yearly stockholder input.