UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

EverQuote, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 30, 201929, 2020

Dear EverQuote Stockholder:

I am pleased to invite you to attend the 20192020 Annual Meeting of Stockholders (the “Annual Meeting”) of EverQuote, Inc. (“EverQuote”) to be held via the internet at a virtual web conference athttps://www.virtualshareholdermeeting.com/EVER2020on Tuesday,Thursday, June 11, 20192020, at 10:00 a.m., Eastern Time,Time. To support the health and well-being of our stockholders, employees and directors in light of the recent novel coronavirus(“COVID-19”) outbreak, our Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via the internet at a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the officesAnnual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned internet site. In light of Wilmer Cutler Pickering Halethe public health and Dorr LLP, 60 State Street, Boston, MA 02109.safety concerns related toCOVID-19, we believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location around the world. We intend to resume holding anin-person meeting next year.

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 20192020 Annual Meeting of Stockholders and Proxy Statement.

Pursuant to rules of the Securities and Exchange Commission that allow issuers to furnish proxy materials to stockholders over the internet, we are also posting the proxy materials on the internet.internet and delivering a notice of internet availability of the proxy materials. On or about April 30, 2019,29, 2020, we will begin mailing to our stockholders thea Notice of Internet Availability (the “Notice”) containing instructions on how to access or request a copy of our Proxy Statement for the Annual Meeting and our Annual Report on Form10-K for the year ended December 31, 2018.2019.

Your vote is important. Whether or not you plan to attend the Annual Meeting online, I hope you will vote as soon as possible. You may vote over the internet in person,or during the meeting or, if you requested printed copies of proxy materials, you may also vote by telephone, or by completing and returning the enclosedmailing a proxy card in the envelope provided. Voting over the internet,or voting by telephone or by written proxy will ensure your representation at the Annual Meeting if you do not attend in person.telephone. Please review the instructions in this Proxy Statementon the Notice or on the proxy card regarding your voting options.

We look forward to seeing you at our virtual Annual Meeting.

Sincerely,

Seth Birnbaum

President and Chief Executive Officer

allow ample time for the admittance process. A complete list of registered stockholders will be available at least 10 days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to annualmeeting@everquote.com, stating the purpose of the request and providing proof of ownership of Company stock. The list of these stockholders will also be available on the bottom of your screen during the Annual Meeting after entering the control number included on the Notice of Internet Availability of Proxy Materials that you received, on your proxy card, or on the materials provided by your bank or broker. For instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section titled “Voting” beginning on page 2 of the attached Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy card.

By Order of our Board of Directors,

David Mason

General Counsel

Cambridge, MA

April 30, 201929, 2020

TABLE OF CONTENTS

PROXY STATEMENT

FOR THE 20192020 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD

TUESDAY,THURSDAY, JUNE 11, 20192020

GENERAL INFORMATION

Our board of directors solicits your proxy on our behalf for the 20192020 Annual Meeting of Stockholders (the “Annual Meeting”), and at any postponement or adjournment of the Annual Meeting, for the purposes set forth in this Proxy Statement. The Annual MeetingTo support the health and well-being of our stockholders, employees and directors in light of the recent novel coronavirus(“COVID-19”) outbreak, the meeting will be held via the internet at a virtual web conference athttps://www.virtualshareholdermeeting.com/EVER2020 on Thursday, June 11, 2020, at 10:00 a.m., Eastern Time, on Tuesday, June 11, 2019 at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, MA 02109.Time. We intend to mail thisa Notice of Internet Availability of Proxy StatementMaterials to stockholders of record and to make this Proxy Statement and accompanying materials available on the internet on or about April 30, 2019.29, 2020.

In this Proxy Statement the terms “EverQuote,” “the company,” “we,” “us,” and “our” refer to EverQuote, Inc. The mailing address of our principal executive offices is EverQuote, Inc., 210 Broadway, Cambridge, MA 02139. All website addresses set forth in this Proxy Statement are for information only and are not intended to be an active link or to incorporate any website information into this document.

EXPLANATORY NOTE

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this Proxy Statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in RuleRule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We may remain an emerging growth company until December 31, 2023, provided that, if the market value of our common stock that is held bynon-affiliates exceeds $700 million as of any June 30 before that time or if we have annual gross revenues of $1.07 billion or more in any fiscal year, we would cease to be an emerging growth company as of December 31 of that year.

PROPOSAL ONE

ELECTION OF DIRECTORS

Number of Directors; Board Structure

Our board of directors currently consists of eight members, elected each year at the annual meeting of stockholders for a term of one year. The terms of our current directors expire at the Annual Meeting. Directors are elected to hold office for aone-year term or until the election and qualification of their successors in office, subject to their earlier death, resignation or removal.

Under the terms of a voting agreement, which we refer to as the Link voting agreement, each of Seth Birnbaum and Tomas Revesz and one other employee stockholder has agreed to vote on all matters presented to our stockholders all voting capital stock held by him in the manner directed by Link Ventures, LLLP. The Link voting agreement is the only agreement containing contractual obligations regarding the election of our directors. The Link voting agreement will continue in full force and effect until terminated by written consent of Link Ventures, LLLP in its sole discretion.

Nominees

Our board of directors has nominated David Blundin, Sanju Bansal, Seth Birnbaum, Paul Deninger, John Lunny, George Neble, John Shields and Mira Wilczek for election as directors to hold office until our 20202021 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. Each of the nominees is a current member of our board of directors and has consented to serve if elected.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received“FOR”the election of each nominee. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the members of our board of directors. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on our board of directors.

Our board of directors may fill such vacancy at a later date or reduce the size of our board of directors. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

Recommendation of our Board of Directors

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board of Directors

The biographies of each of the director nominees and continuing directors below contain information regarding each such person’s service as a director on our board of directors, business experience and other experiences, qualifications, attributes or skills that caused our board of directors to determine that the person should serve as a director of the company. In addition to the information presented below regarding each such person’s specific experience, qualifications, attributes and skills that led our board of directors to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors, including a commitment to understanding our business and industry. We also value our directors’ experience in relevant areas of business management and on other boards of directors and board committees.

Below is information regarding our director nominees and directors whose terms are continuing after the Annual Meeting.

Nominees for Election

David Blundin, one of ourco-founders, has served as chairman of our board of directors since August 2008. Mr. Blundin is the founder of Link Ventures, where he has served as managing partner since January 2006. He is also theco-founder of Vestigo Ventures LLC, a venture capital firm, where he has served as managing partner since January 2016. In June 2005, Mr. Blundinco-founded Cogo Labs, Inc., a technology incubator, data analytics and quantitative marketing company, where he has served as the chairman since its founding and also served as chief executive officer from its founding to February 2017. Previously, Mr. Blundin was the chairman of Autotegrity, Inc., a data analytics and online marketing company that heco-founded, from 2008 until its sale to ADP in 2011, and chief technologist at Vignette Corporation, a content management and delivery company, from 2000 to 2002. Prior to Vignette, heco-founded DataSage, Inc., a software company, and served as its chief executive officer and chairman from 1996 to 2000. Mr. Blundin holds an S.B. degree in computer science from the Massachusetts Institute of Technology. We believe that Mr. Blundin is qualified to serve on our board of directors because of his extensive experience as a director of technology companies and deep knowledge of our company.

Sanju Bansal has served as a member of our board of directors since May 2014. Mr. Bansal has served as chief executive officer of Hunch Analytics, LLC, a data analytics company that he founded, since November 2013. Previously, Mr. Bansal served in various executive leadership positions and as a director of MicroStrategy Incorporated, a worldwide provider of business intelligence software, including as executive vice president from 1993 to 2013 and chief operating officer from 1993 to 2012. Mr. Bansal also served as a member of MicroStrategy’s board of directors from 1993 to 2013, including as vice chairman from November 2000 to November 2013. Mr. Bansal has served as a director of Cvent, Inc., an event management software company,

since November 1999. Mr. Bansal also served as a director of CSRA Inc., an information technology services company specializing in national security, sincefrom November 2015.2015 to April 2018. Mr. Bansal served as a director of The Advisory Board Company from 2009 until the company’s sale in November 2017. Mr. Bansal holds an S.B. degree in electrical engineering from the Massachusetts Institute of Technology and an M.S. degree in computer science from The

registered investment company, since 2004, as a director of Vestmark, Inc. since December 2015, as a director of Cogo Labs, Inc. since May 2008, and as a consultant in the financial services industry since 2002. From October 2016 to June 2018, Mr. Shields has served as managing director, head of risk and regulatory compliance at CFGI, LLC, a financial consulting firm. He has served as the president of Advisor Guidance, Inc., a business consulting firm, since 2010. Mr. Shields has served as a trustee of Domini Investment Trust, a registered investment company, since 2004 and as a consultant in the financial services industry since 2002. From January 2014 to October 2016, he served as director, head of investment management consulting at Navigant Consulting, Inc. From 1998 to 2002, he served as chief executive officer of Citizens Advisers, Inc., an investment management company. Mr. Shields is a

marketing at PowerAdvocate, Inc., an energy intelligence company, from May 2017 to September 2017. Prior to that, Mr. Mendal served in multiple positions at PowerAdvocate, Inc., including manager of corporate strategy from August 2013 to August 2014, director of corporate strategy and marketing from August 2014 to December 2015 and senior director of sales and marketing from June 2015 to May 2017. From August 2007 to July 2010, he was a management consultant within the growth strategy division of Monitor Deloitte (formerly

independent directors, and (3) the requirement that we have a compensation committee composed entirely of independent directors with a written charter specifying, among other things, the scope of the committee’s responsibilities. We currently avail ourselves of certain of these exemptions and, for so long as we are a “controlled company,” we will maintain the option to utilize from time to time some or all of these exemptions. In accordance with these exemptions, we do not have a compensation committee or nominations committee, and director nominees are not selected or recommended for the board’s selection by independent directors constituting a majority of the independent directors and our compensation committee is not composed entirely of independent directors. Even as a “controlled company,” we must comply with the rules applicable to audit committees set forth in the Nasdaq Stock Market rules.

At least annually, our board of directors will evaluate all relationships between us and each director in light of relevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, our board of directors will make an annual determination of whether each director is independent within the meaning of the independence standards of the Nasdaq Stock Market rules, the Securities and Exchange Commission (“SEC”) and of our audit committee.applicable board committees.

In April 2019February 2020, our board of directors determined that each of Messrs. Bansal, Deninger, Lunny, Neble and Shields is “independent” as defined under the rules of the Nasdaq Stock Market. Our board of directors also has determined that Messrs. Bansal, Deninger, Neble and Shields, who comprise our audit committee, and Messrs. Deninger and Lunny, who serve on our compensation committee, satisfy the independence standards for such committees established by the SEC and the rules of the Nasdaq Stock Market, as applicable. Our board of directors determined that Ms. Wilczek, the chair of our compensation committee, does not satisfy the independence standards for such committee established by the SEC and the rules of the Nasdaq Stock Market, as applicable. In making such determinations, our board of directors considered the relationships that each suchnon-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by eachnon-employee director and any institutional stockholder with which he or she is affiliated.

Board Leadership Structure

Our corporate governance guidelines provide that the roles of chairman of the board and chief executive officer may be separated or combined. Our board of directors has considered its leadership structure and determined that, at this time, the roles of chairman of the board of directors and chief executive officer should be separate. Separating the chairman and the chief executive officer positions allows our chief executive officer, Mr. Birnbaum, to focus on running the business, while allowing the chairman of our board of directors, Mr. Blundin, to lead the board in its fundamental role of providing advice to and oversight of management. Mr. Blundin has been an integral part of the leadership of our company and our board of directors since August 2008, and his strategic vision has guided our growth and performance. Our board of directors believes that Mr. Blundin is best situated to focus the board of director’s attention and efforts on critical matters. Mr. Birnbaum has served as our president and chief executive officer and as a director since September 2010. Our board of directors believes that the board’s leadership structure is appropriate because it strikes an effective balance between independent oversight and management participation in the board process.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is postedavailable under the heading “Corporate Governance–Governance Documents” on the corporate governanceInvestors section of our website,www.everquote.com. which is located at investors.everquote.com. In addition, we intend to post on our website all disclosures that are required by law or Nasdaq Stock Market rules concerning any amendments to, or waivers from, any provision of the code.

Anti-Hedging Policy

We have adopted an insider trading policy that, among other things, expressly prohibits all of our employees, including our named executive officers, as well as our directors, and certain of their family members and related entities, from engaging in short sales of our securities, including short sales “against the box”; purchases or sales of puts, calls or other derivative securities based on our securities; and purchases of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our securities.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of our company and our stockholders. The guidelines provide, among other things, that:

A copy of the corporate governance guidelines is posted under the heading “Corporate Governance–Governance Documents” on the Investors section of our website, which is located at investors.everquote.com.

Board Meetings

Our board of directors meets on a regularly scheduled basis during the year to review significant developments affecting us and to act on matters requiring its approval. It also holds special meetings when important matters require action between scheduled meetings. Members of senior management regularly attend meetings to report on and discuss their areas of responsibility. Our board of directors held nineseven meetings (including regularly scheduled and special meetings) during the fiscal year ended December 31, 2018.2019.

During 2018,2019, each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by the audit committee and compensation committee of our board of directors during any periods in which he or she served. Our board of directors periodically holds executive sessions of the independent directors. Executive sessions do not include employee directors or directors who do not qualify as independent under the Nasdaq Stock Market and SEC rules.

Annual Meeting Attendance

It is our policy that members of our board of directors are encouraged to attend annual meetings of our stockholders.

Committees

Our amended and restated bylaws provide that our board of directors may delegate responsibility to committees. Our board of directors has established an audit committee and a compensation committee, which operatesoperate under a chartercharters approved by our board of directors. TheBoth the audit committee charter isand the compensation committee charter are available under the heading “Corporate Governance–Governance Documents” on the Investors section of our website, which is located at investors.everquote.com.

Audit Committee

Our audit committee’s responsibilities include:

The members of our compensation committee are Messrs. Lunny and Deninger and Ms. Wilczek. Ms. Wilczek is the chair of our compensation committee.

Our compensation committee was formed in July 2019 and held two meetings during the fiscal year ended December 31, 2019. Our compensation committee operates under a written charter adopted by our board of directors, a current copy of which is available under the heading “Corporate Governance–Governance Documents” on the Investors section of our website, which is located at investors.everquote.com.

Compensation Consultants

Our boardcompensation committee may, in its sole discretion, retain or obtain the advice of one or more compensation consultants. Our boardcompensation committee engaged Compensia, Inc. as its independent compensation consultant, to provide comparative data on executive compensation practices in our industry, to assist our boardcompensation committee in developing an appropriate list of peer companies, and to advise on our executive compensation program for 20182019 and 20192020 generally. Our boardcompensation committee also engaged Compensia, Inc. for recommendations and review ofnon-employee director compensation in 20182019 and 2019.2020.

Although our compensation committee and board considersconsider the advice and recommendations of independent compensation consultants as to our executive compensation program, our compensation committee and board ultimately makes itsmake their own decisions about these matters. In the future, we expect that our boardcompensation committee will continue to engage independent compensation consultants to provide additional guidance on our executive compensation programs and to conduct further competitive benchmarking against a peer group of publicly traded companies.

Our boardcompensation committee will review information regarding the independence and potential conflicts of interest of any compensation consultant it may engage, taking into account, among other things, the factors set forth in the Nasdaq Stock Market rules. With respect to services provided in 2018,2019, our board did not identify any matterscompensation committee concluded that would create any conflict of interest regarding the engagement of Compensia, Inc. did not raise any conflict of interest. Outside of services provided for the compensation committee and the board, Compensia, Inc. provided nominal additional services to us in 2019 related to benchmarking data with respect to certain executive andnon-executive positions in an effort to ensure that our compensation was competitive so that we could attract, reward, motivate and retain our employees. The total amount paid to Compensia, Inc. in connection with these additional engagements was less than $120,000 in 2019.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or a committee of our board of directors.the compensation committee.

committee reports to the full board of directors on a regular basis, including reports with respect to the committee’s risk oversight activities as appropriate. In addition, because risk issues often overlap, the committee from time to time requests that the full board of directors discuss particular risks.

Director Nomination Process

Our board of directors is responsible for selecting its own members. The process followed by our board to identify and evaluate director candidates may include requests to members of our board of directors and others for recommendations, evaluation of the performance on our board of directors and its audit committee of any existing directors being considered for nomination, consideration of biographical information and background material relating to potential candidates and, particularly in the case of potential candidates who are not then serving on our board of directors, interviews of selected candidates by members of our board of directors.

Generally, our board identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as our board deems to be helpful to identify candidates. Once candidates have been identified, our board confirms that the candidates meet all of the minimum qualifications for director nominees established by our board.

Our board of directors may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that our board deems to be appropriate in the evaluation process. Our board then discusses and evaluates the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, our board determines the persons to be nominated for election as directors. In considering whether to nominate any particular person for election as a director, our board applies the criteria set forth in our corporate governance guidelines described above under “Corporate Governance Guidelines.” Consistent with these criteria, our board expects every nominee to have the following attributes or characteristics, among others: integrity, honesty, adherence to high ethical standards, business acumen, good judgment and a commitment of service to our company, including a commitment to understand our business and industry. Our board considers the value of diversity when selecting nominees, and believes that our board of directors, taken as a whole, should embody a diverse set of skills, experiences and abilities. The board does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.

All of the director nominees are currently members of our board of directors. The biographies of such director nominees under the heading “Nominees for Election” in this Proxy Statement indicate the experience, qualifications, attributes and skills of each of the director nominees that led our board of directors to conclude he or she should continue to serve as a director of our company. Our board of directors believes that each of the nominees has the individual attributes and characteristics required of a director of our company, and that the nominees as a group possess the skill sets and specific experience desired of our board of directors as a whole.

Stockholders also have the right under our amended and restated bylaws to directly nominate director candidates, without any action or recommendation on the part of our board of directors, by following the procedures set forth below under the heading “Procedures for Submitting Stockholder Proposals.”

In evaluating proposed director candidates, our board may consider, in addition to the minimum qualifications and other criteria approved by it from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of professional experience or other background characteristics, his or her independence and the needs of our board of directors.

Stockholder Communications

Stockholders or other interested parties may contact our board of directors or one or more of our directors with issues or questions about EverQuote, by mailing correspondence to our General Counsel at 210 Broadway, Cambridge, MA 02139. Our legal team will review incoming communications directed to our board of directors and, if appropriate, will forward such communications to the appropriate member(s) of the board of directors or, if none is specified, to the chairman of our board of directors. For example, we will generally not forward a communication that is primarily commercial in nature, is improper or irrelevant, or is a request for general information about EverQuote.

Compensation Risk Assessment

We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with ourpay-for-performance compensation philosophy that applies to our executive officers. In addition, we believe that the equity compensation component of our executive compensation program assists in protecting against excessive or unnecessary risk taking by providing our executives with a strong link to our long-term performance, creating an ownership culture and helping to align the interests of our executives and our stockholders. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

PROPOSAL TWO

RATIFICATION OF THE APPOINTMENT OF

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2019,2020, and we are asking you and other stockholders to ratify this appointment. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 2014.

Our audit committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. As a matter of good corporate governance, our board of directors determined to submit to stockholders for ratification the appointment of PricewaterhouseCoopers LLP. A majority of the votes properly cast is required in order to ratify the appointment of PricewaterhouseCoopers LLP. In the event that a majority of the votes properly cast do not ratify this appointment of PricewaterhouseCoopers LLP, we will review our future appointment of PricewaterhouseCoopers LLP.

Our audit committee’s charter, which was adopted in connection with our IPO in June 2018, contains a formal policy concerning approval of audit, audit-related andnon-audit services to be provided to the company by its independent registered public accounting firm. The policy requires that all services to be provided by our independent registered public accounting firm, including audit and audit-related services and permittednon-audit services, must be preapproved by our audit committee, provided that de minimisnon-audit services may instead be approved in accordance with applicable SEC rules. Our board of directors or our audit committee approved all audit, audit-related andnon-audit services provided by PricewaterhouseCoopers LLP during fiscal years 20172018 and 2018.2019. We expect that a representative of PricewaterhouseCoopers LLP will attend the virtual Annual Meeting and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.

Principal Accounting Fees and Services

The following table sets forth the aggregate professional fees billed or to be billed by PricewaterhouseCoopers LLP for audit, audit-related, tax and other services rendered for 20172018 and 20182019 (in thousands).

Audit Fees.Represents fees for professional services provided in connection with the audit of our annual consolidated financial statements and the reviews of our quarterly consolidated financial statements.

Audit-Related Fees. RepresentsFor 2018 the amount represents fees for services provided in connection with the submission of our Registration Statement on FormForm S-1 in connection with our IPO.IPO, and for 2019 the amount represents fees for services provided in connection with SEC filings other than our quarterly and annual reports.

Tax Fees. Represents fees for professional services provided for tax advice and planning.

Recommendation of our Board of Directors

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information known to us regarding the beneficial ownership of our capital stock as of March 31, 2019,2020, for:

Applicable percentage ownership is based on 8,775,00016,500,670 shares of Class A common stock and 16,664,18310,413,805 shares of Class B common stock outstanding at March 31, 2019.2020. The number of shares beneficially owned by each stockholder is determined under rules of the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Class A common stock and Class B common stock subject to options, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days after March 31, 20192020 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of all listed stockholders is c/o EverQuote, Inc., 210 Broadway, Cambridge, MA 02139. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Exchange Act requires our directors, and executive officers and persons who own more than 10% of our common stock to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all such reports. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that for 20182019 all required reports were filed on a timely basis under Section 16(a), except that, Zachary Abrams, the managing partner of Stratim Capital, LLC,Jeffrey Considine filed a Form 34 on November 19, 2018January 17, 2019 reporting that he wasthe conversion on January 7, 2019 of 136,544 shares of Class B common stock into 136,544 shares of Class A common stock; Shimrit Markette filed a 10% stockholder asForm 4 on February 7, 2019 reporting the sale of June 28, 2018; John Wagner and David Mason each filed Forms 3 on June 27, 2018 that incorrectly reported that they each owned 96,000880 shares of Class A common stock insteadon February 1, 2019; each Darryl Auguste, Jayme Mendal, David Mason, and John Wagner, filed a Form 4 on April 4, 2019 reporting the acquisition of 96,0007,197 shares of Class A common stock on April 1, 2019 upon the vesting of a performance stock unit; Shimrit Markette filed a Form 4 on April 4, 2019 for 4,132 shares of Class A common stock that she acquired on April 1, 2019 upon the vesting of a performance stock unit; Eugene Suzuki filed a Form 4 on April 4, 2019 for 2,066 shares of Class A common stock that he acquired on April 1, 2019 upon the vesting of a performance stock unit; John Wagner filed a Form 4 on May 7, 2019 reporting the conversion of an option to acquire 10,000 shares of Class B common stock;stock to an option to acquire 10,000 shares of Class A common stock and the exercise of such option on May 1, 2019; John Shields filed a Form 4 on August 26, 2019 reporting the sale of 5,000 shares of Class A common stock on August 21, 2019; Elyse Neumier filed a Form 4 on January 28, 2020 reporting her receipt of a restricted stock unit for 41,194 shares of Class A common stock on October 29, 2019; Zachary Abrams filed a Form 4 on November 13, 2019 reporting the conversion of 513,784 shares of Class B common stock into an equal number of Class A common stock on November 8, 2019; Zachary Abrams filed a Form 4 on November 19, 20182019 reporting his purchasesthe sale of 5,000 shares and 12,000 shares, respectively, of Class A common stock on June 28, 2018 and September 5, 2018, respectively; Shimrit Markette filed a Form 4 on December 26, 2018 reporting her acquisition of 25,000224,682 shares of Class A common stock on November 6, 2018; Edward Hammond14, 2019; Sanju Bansal filed a Form 4 on January 3, 2019March 6, 2020 reporting the conversion on December 19, 2018 of 43,400387,304 shares of Class B common stock into 43,400an equal number of shares of Class A common stock; Edward Walkerstock on November 7, 2019; and Zachary Adams filed a Form 4 on January 3, 20196, 2020 reporting (i) the conversion on December 13, 2018 of 50,680410,424 shares of Class B common stock into 50,680an equal number of shares of Class A common stock;stock and Jonathan Shapiro filed a Form 4 on January 10, 2019 reporting(ii) the conversion on December 13, 2018distribution of 154,064 shares of Class B common stock into 154,064513,784 shares of Class A common stock.stock, each on December 31, 2019.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the total compensation paid to our chief executive officer and each of our two other most highly compensated executive officers for the years ended December 31, 20172018 and 2018.2019. We refer to these individuals as our “named executive officers.”

Outstanding Equity Awards at FiscalYear-End

The following table sets forth information regarding outstanding stock awards held as of December 31, 20182019 by our named executive officers.

Potential Payments upon Termination or Change in Control

Upon or in anticipation of a sale event, the 2008 Stock Incentive Plan and all outstanding awards under the 2008 Stock Incentive Plan shall terminate upon the effective date of such sale event, unless provision is made otherwise in connection with the sale event in the sole discretion of the parties to the sale event. Upon such termination of the 2008 Stock Incentive Plan, each participant under the plan may exercise all vested options, including those that will become vested upon consummation of the sale event, within a specified period of time prior to the sale event. Our board of directors has sole discretion to cancel any award in exchange for cash and/or consideration as calculated under the plan, provided that, if the fair market value per share of common stock on the date of the change in control does not exceed the exercise price, our board of directors may cancel that award without any payment.

Under our 2018 Equity Incentive Plan, our board of directors may provide that outstanding awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an award shall lapse, in whole or in part, in connection with (a) any merger or consolidation of the company with or into another entity as a result of which all of the common stock of the company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (b) any transfer or disposition of all of the common stock of the company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the company. Further, under our 2018 Equity Incentive Plan, our board of directors has complete discretion to cause any award to become immediately exercisable in whole or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.

As discussed below in “—Employment Offer Letters and Agreements,” we have also agreed to (i) provide certain severance benefits to John Wagner, our chief financial officer and treasurer, in the event his employment with us is terminated without cause or he resigns for good reason, and (ii) upon a sale event, accelerate 50% of the then unvested shares underlying an option to purchase shares of Class B common stock held by Jayme Mendal, our chief operating officer.

Employment Offer Letters and Agreements

Seth Birnbaum

On August 27, 2010, we entered into an offer letter with Seth Birnbaum, who currently serves as our president and chief executive officer. The offer letter provides for Mr. Birnbaum’sat-will employment, beginning August 27, 2010, and sets forth his initial annual base salary, an initialsign-on bonus of $6,250, target bonus and initial option grants, as well as his eligibility to participate in our benefit plans generally. Mr. Birnbaum’s current annual base salary is $250,000. Mr. Birnbaum is subject to our standard Employee Agreement Regarding Inventions, Confidentiality andNon-Competition pursuant to which Mr. Birnbaum is subject to covenants for confidentiality in perpetuity,non-solicitation of employees and customers for 24 months post-termination andnon-competition for 18 months post-termination.

Tomas ReveszJohn Wagner

On August 31, 2010, we entered into an offer letter with Tomas Revesz, who currently serves as our chief technology officer. The offer letter provides for Mr. Revesz’sat-will employment, beginning September 6, 2010, and sets forth his initial annual base salary, an initialsign-on bonus of $11,250, target bonus and initial option grants, as well as his eligibility to participate in our benefit plans generally. Mr. Revesz’s current annual base salary is $250,000. Mr. Revesz is subject to our standard Employee Agreement Regarding Inventions, Confidentiality andNon-Competition pursuant to which Mr. Revesz is subject to covenants for confidentiality in perpetuity,non-solicitation of employees and customers for 24 months and 12 months, respectively, post-termination andnon-competition for 18 months post-termination.

non-revocation (if applicable) of a general release in a form satisfactory to us within 60 days after the termination date, Mr. MasonWagner shall be entitled to receive, among other things, (i) payments equal to his annual base salary, payable in accordance with our normal payroll practices, over the 12 months following his termination date, (ii) acceleration of unvested equity pursuant to the terms of Mr. Mason’sWagner’s stock option agreements or other equity award agreements and (iii) continuation of welfare benefit plans for 12 months following his termination date.

Jayme Mendal

On July 31, 2017, we entered into an offer letter with Jayme Mendal, who currently serves as our chief operating officer. The offer letter provides forMr. Mendal’s at-will employment, beginning September 4, 2017, and sets forth his initial annual base salary, an initialsign-on bonus of $39,200, target bonus and initial option grants, as well as his eligibility to participate in our benefit plans generally. Mr. Mendal’s current annual base salary is $200,000, and he is eligible to receive a discretionary cash annual target bonus of $200,000 based on the achievement of agreed upon targets. Mr. Mendal was granted an initial option grant under our 2008 Stock Incentive Plan to purchase an aggregate of 266,880 shares of our Class B common stock. The option vests with respect to 25% of the shares on theone-year anniversary of the date of grant and 1/48th of the shares each month thereafter, subject to Mr. Mendal’s continued service with us on each applicable vesting date. Upon a sale event, as defined in the 2008 Stock Incentive Plan, 50% of Mr. Mendal’s then unvested shares underlying the option shall immediately vest. Mr. Mendal is subject to our standard Employee Agreement Regarding Inventions, Confidentiality andNon-Competition pursuant to which Mr. Mendal is subject to covenants for confidentiality in perpetuity,non-solicitation of employees and customers for 24 months post-termination andnon-competition for 18 months post-termination.

Equity Compensation Plan Information

Our equity compensation plan consists of our 2008 Stock Incentive Plan and our 2018 Equity Incentive Plan. Prior to our IPO, we granted awards under the 2008 Stock Incentive Plan. Following our IPO, any remaining shares available for issuance under our 2008 Stock Incentive Plan were added to the shares reserves under our 2018 Equity Incentive Plan.

The following table shows certain information concerning all of our equity compensation plans in effect as of December 31, 2018:2019:

Retirement Benefits

We maintain a retirement plan for the benefit of our employees, including our named executive officers. The plan is intended to qualify as atax-qualified 401(k) plan so that contributions to the 401(k) plan, and income earned

on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan (except in the case of contributions under the 401(k) plan designated as Roth contributions). The 401(k) plan provides that each participant may contribute up to an annual statutory limit. Additionally, we match employee contributions up to 2% of the employee’s salary. Participants who are at least 50 years old can also contribute additional amounts based on statutory limits for“catch-up” contributions. Under the 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan’s trustee as directed by participants.

DIRECTOR COMPENSATION

Under ournon-employee director compensation program, which our board of directors approved in May 2018 and became effective as of immediately prior to the commencement of trading of our Class A common stock on the Nasdaq Global Market,non-employee directors that are not affiliated with Link Ventures receive the cash compensation set forth below, and on the date of the first board meeting held on or after the date of each annual meeting of our stockholders, eachnon-employee director that is not affiliated with Link Ventures will be granted restricted stock units with respect to the number of shares of Class A common stock determined by dividing $125,000 by the closing price of our Class A common stock on the Nasdaq Global Market on the date of grant. Unless otherwise provided at the time of grant, and subject to thenon-employee director’s continued service as a director, each such restricted stock unit will vest with respect to 100% of the shares subject thereto on the earlier of the first anniversary of the grant date and the date of our next annual meeting of stockholders and, in the event of a change in control of our company, the vesting of such restricted stock units will accelerate in full.

Eachnon-employee director that is not affiliated with Link Ventures is eligible to receive compensation for his or her service on our board of directors or the audit committee of our board of directors, consisting of annual cash retainers paid quarterly in arrears, as follows:set forth in the table below. The directors serving on the compensation committee of our board of directors do not currently receive any compensation for such service.

The following table sets forth information regarding compensation earned by ournon-employee directors during the year ended December 31, 2018.2019.

Certain of ournon-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors. We have agreed that we will be the indemnitor of “first resort,” however, with respect to any claims against these directors for indemnification claims that are indemnifiable by both us and their employers. Accordingly, to the extent that indemnification is permissible under applicable law, we will have full liability for such claims (including for the advancement of any expenses) and we have waived all related rights of contribution, subrogation or other recovery that we might otherwise have against these directors’ employers.

RELATED PERSON TRANSACTIONS

Other than compensation arrangements for our executive officers and directors which are described elsewhere in this proxy statement, below we describe transactions since January 1, 2018 to which we were or will be a participant and in which:

Agreements with Entities Affiliated with Link Ventures

Cogo Labs, Inc., or Cogo Labs, a wholly owned subsidiary of Link Equity Partners, LLC, which is wholly owned by David Blundin, and various other affiliates and subsidiaries of Link Ventures, LLLP provide a range of marketing-related services to us, including email advertising, search engine marketing and market research data sharing services.

We are also party to various data license and marketing services agreements with Cogo Labs, AMN, Reference Advisor, LLC, Cognius, LLC, Meta42 LLC, Nufit Media, Inc., Jobcase, Inc. (formerly known as Percipio Media) and Tenizen, Inc., each of which is a direct or indirect subsidiary of Link Ventures, LLLP, whereby each such entity provides marketing services to us by delivering EverQuote-related advertisements through websites, social media platforms, emails and other marketing campaigns.

We believe that the terms and conditions of each of these agreements are no less favorable to us than those that could be obtained in arms-length dealings. Pursuant to these agreements, we paid an aggregate of approximately $8.7 million in 2018 and $5.7 million in 2019 to Link Ventures and entities affiliated with Link Ventures.

Office Space Agreement with Cogo Labs

In October 2016, we entered into a license agreement with Cogo Labs to license a portion of office space leased by Cogo Labs from the landlord at 210 Broadway, Cambridge, Massachusetts. Under the terms of the license, we agreed to pay Cogo Labs $500 per occupied desk, plus reimbursement for snacks and lunches. In June 2018, we entered into a new license agreement with Cogo Labs, where we agreed to license between 1,250 and 2,250 square feet of office space, plus a pro rata portion of shared space, for a license fee between $13,250 and $18,000 per month. The June 2018 license agreement superseded the October 2016 license agreement in its entirety. During 2018, we paid approximately $150,000 to Cogo Labs under the October 2016 license agreement and the June 2018 license agreement. Between January 1, 2019 and March 23, 2019, we paid approximately $36,000 to Cogo Labs under the June 2018 license agreement. On March 24, 2019, we began to lease directly from our landlord the space previously occupied by Cogo Labs at 210 Broadway and we and Cogo Labs terminated the June 2018 license agreement. Since we did not yet have a need for the entirety of the space, we agreed to licenselicensed approximately 5,000 square feet to Cogo Labs, commencing on March  24, 2019, and ending on December 31, 2019, for $29,200 per month. Cogo Labs can terminate this license at any time on 45 days advance notice.

Registration Rights

We are a party to an investors’ rights agreement, originally entered into in August 2008 and most recently amended and restated in June 2016, with certain holders of our Class B common stock and certain holders of our preferred stock, including entities affiliated with Link Ventures and Stratim Capital. The investors’ rights agreement provides these holders the right to demand that we file a registration statement or request that their shares be included in a registration statement that we are otherwise filing. Pursuant to the investors’ rights agreement, we are required to pay all registration expenses and indemnify these holders with respect to each registration of registrable shares that is effected.

Indemnification Agreements

Our restated certificate of incorporation provides that we will indemnify our officers and directors to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with each of our directors and executive officers. See “Executive Compensation—Limitation of Liability and Indemnification.”

Stock Purchase

Pursuant to a directed share program offered in connection with our IPO, the brother of Zachary Abrams, managing director of Stratim Capital, LLC, acquired 12,000 shares of our Class A common stock for $216,000.

TRANSACTION OF OTHER BUSINESS

Our board of directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons appointed in the accompanying proxy intend to vote the shares represented thereby in accordance with their best judgment on such matters, under applicable laws.

ADDITIONAL INFORMATION

Procedures for Submitting Stockholder Proposals

Requirements for Stockholder Proposals to be Brought Before the Annual Meeting.We must receive notice of proposals of stockholders (including director nominations) intended to be presented at the 20202021 annual meeting of stockholders but not included in the proxy statement by March 13, 2020,2021, but not before February 12, 2020.11, 2021. However, in the event the 20202021 annual meeting of stockholders is scheduled to be held on a date before May 12, 2020,2021, or after August 10, 2020,2021, notice must be delivered not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. A stockholder must give written notice of such proposals to our Secretary at 210 Broadway, Cambridge, MA 02139. Any nomination must include all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in election contests or is otherwise required under Regulation 14A of the Exchange Act, the person’s written consent to be named in the proxy statement and to serve as a director if elected, and such information as we might reasonably require to determine the eligibility of the person to serve as a director. As to other business, the notice must include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest of such stockholder (and the beneficial owner) in the proposal. The proposal must be a proper subject for stockholder action. In addition, to make a nomination or proposal, the stockholder must be of record at the time the notice is made and must provide certain information regarding itself (and the beneficial owner), including the name and address, as they appear on our books, of the stockholder proposing such business, the number of shares of our capital stock which are, directly or indirectly, owned beneficially or of record by the stockholder proposing such business or its affiliates or associates (as defined in RuleRule 12b-2 promulgated under the Exchange Act) and certain additional information.

The advance notice requirements for the Annual Meeting required a stockholder’s notice to be delivered to our Secretary at the address set forth above not later than the close of business on April 28, 2019 in order to be timely.

Requirements for Stockholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials. In addition to the requirements stated above, any stockholder who wishes to submit a proposal for inclusion in our proxy materials must comply with RuleRule 14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our 20202021 annual meeting of stockholders, all applicable requirements of RuleRule 14a-8 must be satisfied and we must receive such proposals no later than January 1,December 30, 2020. Such proposals must be delivered to our Secretary, c/o EverQuote, Inc., 210 Broadway, Cambridge, MA 02139.