Independent
Tenure on this board
5.7 yrs
Also a director at
Installed Building Products Inc (IBP)
3 nominees · 4 ballot items.
Election of three Class III directors; Ratification of Deloitte & Touche LLP as independent auditors; Advisory approval of named executive officer compensation (“Say-on-Pay”); Approval of an amendment to the Certificate of Incorporation to permit officer exculpation under Delaware law.
Elect Lawrence Hilsheimer, Alexander Timm, and Douglas Ulman as Class III directors to serve until the 2029 annual meeting.
Ratify the audit, risk and finance committee’s selection of Deloitte & Touche LLP as Root’s independent registered public accounting firm for fiscal year 2026.
This proposal asks stockholders to ratify Deloitte & Touche LLP as Root’s independent registered public accounting firm for fiscal 2026. Management seeks shareholder ratification as a matter of good corporate practice though it is not legally required; the audit committee already selected Deloitte & Touche, which has audited Root since 2017. Ratification provides auditor selection legitimacy and allows stockholders to express confidence in the auditor’s independence and performance; failure to ratify would prompt the audit committee to reconsider the engagement. The board recommends a vote FOR the proposal, highlighting Deloitte’s historical engagement and the audit committee’s oversight of auditor independence and pre-approval of fees and services. The recommendation notes that even if ratified, the audit committee retains discretion to change auditors if circumstances warrant.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management-sponsored non-binding advisory proposal requests stockholder approval of the named executive officers’ compensation as disclosed in the proxy. Management uses SAY-ON-PAY to gauge stockholder support; the company historically received strong approval (approx. 92% in 2025). The compensation committee designed a pay-for-performance program emphasizing PSUs and an annual cash incentive tied to growth and Adjusted EBITDA, with governance features like an independent compensation consultant, clawback policy and stock ownership guidelines. While advisory, the board will consider the vote in future compensation decisions. The board recommends a vote FOR to reaffirm the compensation approach and support retention and performance alignment.
Amend the Company’s Amended and Restated Certificate of Incorporation to add a provision exculpating certain officers from monetary liability for breaches of the duty of care to the maximum extent permitted under Delaware law.
This management proposal requests stockholder approval to amend the Company’s certificate of incorporation to add officer exculpation under DGCL Section 102(b)(7). Management frames the amendment as a targeted change that would permit elimination or limitation of monetary liability for certain officers for breaches of the duty of care in direct stockholder claims, while preserving liability for acts involving bad faith, disloyalty, intentional misconduct, or unlawful personal benefit. The board argues the change is necessary to remain competitive in recruiting and retaining senior officers and to reduce litigation and insurance costs driven by plaintiffs naming officers to avoid director exculpation; it emphasizes that the protection would apply only to a narrow class of officers defined by statute, SEC filings, or written consent and would not impact derivative claims or corporate suits. The board recommends a vote FOR the amendment and reserves the right to abandon the amendment prior to filing even if approved.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Ribbit Management Company, LLC | 7.79% | 1,232,607 | $54M |
| 2 | T. Rowe Price Investment Management, Inc. | 7.49% | 1,185,073 | $52M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.26% | 516,632 | $23M |
| 4 | BlackRock, Inc. | 3.02% | 477,772 | $21M |
| 5 | Capital Research Global Investors | 3.01% | 477,124 | $21M |
| 6 | BlackRock, Inc. | 2.57% | 406,528 | $18M |
| 7 | FINDELL CAPITAL MANAGEMENT LLC | 2.37% | 375,000 | $17M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.73% | 273,377 | $12M |
| 9 | STATE STREET CORP | 1.68% | 265,939 | $12M |
| 10 | Galileo (PTC) Ltd | 1.60% | 252,669 | $11M |
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