Independent
Tenure on this board
10.9 yrs
2 nominees · 3 ballot items.
Elect two Class III directors (Michael Eisenberg and Debra Schwartz); ratify Ernst & Young LLP as independent auditors for 2026; and approve, on an advisory (non-binding) basis, the compensation of the named executive officers (Say-on-Pay).
Elect Michael Eisenberg and Debra Schwartz as Class III Directors to serve until the 2029 Annual Meeting of Stockholders.
Ratify the appointment of Ernst & Young LLP as Lemonade’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative.
This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy, commonly known as a Say-on-Pay vote. Management frames the vote as a vehicle for stockholders to express their views on overall executive pay rather than any single element, and the Board and Compensation Committee state they will consider the advisory outcome when making future compensation decisions. The Company’s 2025 compensation program places substantial emphasis on equity-based awards (about 88% of named executive officers’ target compensation in 2025), designed to align executives with long‑term shareholder value through stock options and RSUs; equity vesting schedules and severance/change-in-control protections are intended to promote retention. The proxy discloses that the Compensation Committee relied on an independent consultant (Aon) and a peer group to benchmark pay, and describes governance safeguards including a clawback policy, independent Compensation Committee membership, and limits on hedging and pledging. Company performance in 2025 showed material revenue and IFP growth (gross written premium +26%, total revenue +40%) and an improved gross loss ratio, which management uses to justify its pay-for-performance alignment even as the company remains net loss-making. Because the vote is advisory, approval would not alter compensation contracts directly but would validate the Board’s approach and likely reinforce continuation of the current compensation design; a negative result would likely trigger additional investor outreach and potential redesign. A material consideration for sophisticated evaluators is the tension between heavy equity weighting (which ties pay to stock performance) and the volatility of equity valuations—this amplifies sensitivity of “compensation actually paid” to market moves and grant timing. Overall, the Board recommends FOR on the grounds of alignment, retention, market benchmarking, and responsiveness to investor feedback, but analysts should weigh past stock-price-driven swings in reported compensation against operating metrics when assessing whether pay is economically aligned with long-term shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.93% | 3,018,092 | $189M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.88% | 2,981,857 | $187M |
| 3 | JPMORGAN CHASE CO | 3.39% | 2,601,438 | $153M |
| 4 | BlackRock, Inc. | 2.96% | 2,270,381 | $142M |
| 5 | BlackRock, Inc. | 2.50% | 1,918,903 | $120M |
| 6 | BAILLIE GIFFORD CO | 2.27% | 1,744,886 | $109M |
| 7 | STATE STREET CORP | 2.02% | 1,554,499 | $97M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.95% | 1,495,774 | $94M |
| 9 | JPMORGAN CHASE CO | 1.38% | 1,063,481 | $62M |
| 10 | TWO SIGMA INVESTMENTS, LP | 1.23% | 948,554 | $59M |
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