Jacqueline "Jackie" Davidson
Independent
Tenure on this board
New nominee
9 nominees · 3 ballot items.
Three proposals: (1) election of nine directors, (2) ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2026, and (3) a non-binding advisory vote to approve the compensation paid to the Company's named executive officers for 2025 (say-on-pay).
Elect nine director nominees (Jacqueline "Jackie" Davidson; Paulette Dodson; Richard Enthoven; Murray Low; Elizabeth "Betsy" McLaughlin; Bradley "Brad" Powell; Darryl Rawlings; Howard Rubin; Margaret "Margi" Tooth) to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the appointment of Ernst & Young LLP as Trupanion's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the Company's named executive officers for the 2025 performance year, as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve, on an advisory basis, the overall compensation paid to Trupanion’s named executive officers for the 2025 performance year as disclosed in the proxy (including the CD&A, compensation tables and narrative). Management urges approval to confirm that its pay framework—comprised of base salary, a short-term incentive plan (2025 MIP) tied to Adjusted Operating Income (AOI), Lifetime Value per Pet (LVP) and Internal Rate of Return (IRR), and long-term RSU awards tied to intrinsic value per share growth—is aligned with stockholder interests and the company’s long-term strategy. The 2025 MIP produced a 147% payout driven by strong AOI and LVP results (AOI of $151.9M and LVP of $706), while IRR did not meet threshold; long-term equity allocations were increased after estimated 45% intrinsic value per share growth, resulting in an aggregate 1.4M-share pool for 2025 performance and significant RSU grants to NEOs. The advisory vote does not bind the Board but serves as a stockholder signal; the proxy states the Board and compensation committee will consider stockholder feedback and may adjust practices if there is significant opposition. Key governance features noted include pay-for-performance orientation, caps on short-term incentive payouts, clawback policies, share ownership guidelines, independent consultant engagement, and an annual review of incentive program risk, which management cites to justify its recommendation. Potential investor concerns include the size and form of equity grants, the use of non-GAAP metrics (AOI) as a material performance measure, and the advisory (non-binding) nature of the vote that does not require corrective action absent Board discretion. In evaluating the proposal, a sophisticated analyst should weigh (a) the demonstrable 2025 financial performance and resulting incentive payouts; (b) whether the incentive metrics and payout formulas create appropriate long-term alignment without encouraging excessive short-term behavior; (c) the company’s governance safeguards (clawbacks, consultant independence, compensation committee oversight); and (d) the Board’s responsiveness to prior say-on-pay outcomes (97.8% approval in 2025) and stated willingness to consider stockholder feedback. The Board’s recommendation to vote FOR is therefore rooted in both the substantive payoff for 2025 and the governance structures intended to align future pay with sustainable shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 8.67% | 3,781,639 | $97M |
| 2 | BlackRock, Inc. | 8.40% | 3,662,243 | $94M |
| 3 | AFLAC INC | 8.34% | 3,636,364 | $93M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.04% | 1,762,577 | $45M |
| 5 | Polar Capital Holdings Plc | 3.73% | 1,625,000 | $42M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.33% | 1,453,156 | $37M |
| 7 | FMR LLC | 3.10% | 1,354,190 | $35M |
| 8 | STATE STREET CORP | 3.02% | 1,317,443 | $34M |
| 9 | BlackRock, Inc. | 2.88% | 1,256,066 | $32M |
| 10 | GREENLEA LANE CAPITAL MANAGEMENT, LLC | 1.78% | 776,490 | $20M |
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