Not independent
Tenure on this board
5.4 yrs
8 nominees · 4 ballot items.
Four proposals: election of eight directors, ratification of Grant Thornton LLP as auditor, advisory approval of named executive officer compensation (Say on Pay), and approval/adoption of the Porch Group, Inc. Employee Stock Purchase Plan (ESPP).
Elect eight named director nominees to serve one-year terms until the 2027 annual meeting.
Ratify the appointment of Grant Thornton LLP as Porch Group’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal requests an annual, non-binding advisory vote approving the compensation paid to Porch Group’s named executive officers as disclosed in the proxy materials. Management and the Compensation Committee argue the program is strongly pay-for-performance: a large majority of CEO and NEO compensation is at-risk and tied to short- and long-term financial metrics (Porch Shareholder Interest Revenue, Adjusted EBITDA, and rTSR), with features such as PRSUs and RSUs and an STI that includes a Reciprocal Health Modifier tying payouts to the insurance business capital health. The Compensation Committee also engaged an independent consultant (WTW), used peer benchmarking, and conducted shareholder outreach in 2025 to design and refine the program. Payout mechanics for 2025 resulted in above-target STI awards (182%) due to strong company performance, with part of payouts delivered in immediately vested stock to preserve cash. The proposal is advisory and non-binding, but the Board commits to consider shareholder feedback and to engage if significant negative votes occur. Key governance mitigants include caps, negative discretion by the Committee, clawback/recovery policies, stock ownership guidelines, no repricing, and double-trigger equity acceleration for change-in-control. The Committee also added safeguards such as the Reciprocal Health Modifier to align executive pay with the long-term capital health of the Porch Reciprocal Exchange. Given these design elements and recent performance, the Board recommends a vote FOR the proposal to demonstrate shareholder support for the disclosed compensation framework.
Approve and adopt the Porch Group, Inc. Employee Stock Purchase Plan, reserving up to 2,300,000 shares to allow employees to purchase company stock through payroll deductions, with Qualified (Section 423) and Nonqualified offerings and optional share matching.
This management proposal seeks shareholder approval to adopt an Employee Stock Purchase Plan that would reserve up to 2,300,000 shares for employee purchase through payroll deductions, with the plan structured to permit both Section 423-qualified offerings and Nonqualified offerings where appropriate. Management contends the ESPP will advance strategic HR objectives by broadening employee ownership, aiding attraction and retention across employee levels, and aligning employee and shareholder interests; the Board and Compensation Committee recommend approval. The ESPP allows offering periods (typically semiannual), contribution limits (1%–15% of eligible pay), an 85% discount floor for Section 423 Offerings, optional share matching for Nonqualified Offerings (up to 25%), cashless participation loans for certain employees, and administrative flexibility (including non-U.S. sub-plans and blackout/withholding provisions). The Committee retains discretion to set specific offering terms, designate which affiliates participate, and amend offering parameters; shares not used in one category can be used for the other, subject to the 2.3 million cap. The company highlights that non-employee directors are ineligible and that the plan requires shareholder approval to be effective; if approved, the Company will register the shares on Form S-8 and activate the plan. From a governance perspective, the ESPP includes tax and Section 409A compliance language, withholding mechanics, and anti-dilution/adjustment provisions in the event of corporate transactions. The Board’s rationale balances potential dilution against anticipated benefits in retention, recruitment, and employee engagement, while preserving flexibility to structure offerings differently across jurisdictions. Given these features and the Compensation Committee’s recommendation, the Board recommends a vote FOR adoption of the ESPP.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Granahan Investment Management, LLC | 9.9% | 12,674,987 | $91M |
| 2 | Park West Asset Management LLC | 4.0% | 5,097,192 | $37M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.4% | 4,346,800 | $31M |
| 4 | GILDER GAGNON HOWE CO LLC | 3.3% | 4,174,917 | $30M |
| 5 | GC Wealth Management RIA, LLC | 3.2% | 4,076,745 | $29M |
| 6 | BlackRock, Inc. | 2.8% | 3,589,559 | $26M |
| 7 | D. E. Shaw Co., Inc.Activist | 2.6% | 3,309,344 | $24M |
| 8 | BlackRock, Inc. | 2.4% | 3,079,051 | $22M |
| 9 | GOLDMAN SACHS GROUP INC | 2.3% | 2,976,674 | $21M |
| 10 | Jefferies Financial Group Inc. | 1.9% | 2,412,555 | $17M |
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