EVERQUOTE
Notice of Annual Meeting and Proxy Statement
Annual Meeting of Stockholders to be held on June 9, 20228, 2023
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:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, FOR Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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 all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
EVERQUOTE
Notice of Annual Meeting and Proxy Statement
Annual Meeting of Stockholders to be held on June 9, 20228, 2023
Our Mission
To empower insurance shoppers to better protect life'slife’s most important assets-theirassets—their family, health, property, and future.
Our Values
BOOTSTRAPPING: We bootstrap our growth
EverQuote was built as a bootstrap, largely funding our growth under our own power. Today, this approach continues to enable us to retain control over our destiny. With every new thing we do, we value speed to unit profitability, and expect initiatives to drive increasing value as they scale.
TENACITY: We are tenacious entrepreneurs
We have fire and grit. We think constantly about reducing the friction and cost of protecting consumers'consumers’ most important assets. We are impatient to change a massive industry and are energized about building a mammoth business as we do it.
DATA CENTRICITY: We are data driven
We expect discussions at all levels to be rooted in and guided by data and follow our north star of getting the consumer protected. We believe data democratizes decision making and enables us to embrace diversity of perspectives and direct, if not always comfortable, communication.
IMPACT: We are obsessed with execution
Effort matters, but consistent execution wins. We are proactive, solution-oriented owners focused on generating high value for our customers. We test, learn and adapt with urgency to execute against our ambitious goals.
HEART: We have fun together as we work together
Goats are high achievers, but life is too short not to have fun and enjoy the company of our colleagues. We recognize that collaboration is key to our success, and we seek to create a respectful and inclusive environment for all employees, partners and customers. We also value honesty and integrity, and realize that our actions reflect on ourselves and our community.
Dear Fellow Stockholders, Our company's vision
EverQuote’s mission is to become the largest online source ofempower insurance policies by using datashoppers to better protect life’s most important assets – their family, health, property, and technology to make insurance simpler, more affordable, and personalized, ultimately reducing cost and risk. We are making significant strides towards our strategy of capturing a greater portion of the insurance value chain, by enabling richer connections between shoppers and providers, selling policies directly to consumers, and building deeper customer relationships. In 2021, we delivered revenue and variable marketing margin, or VMM, year-over-year growth of 21% and 19%, respectively, while generating meaningful adjusted EBITDA. As we continued to diversify our business, revenue from our other insurance verticals, which includes home and renters, life, and health insurance, increased 38% to $87.6 million. Despite significant headwinds emerging in the auto insurance industry in the second half of the year, the EverQuote team exhibited tenacity, and our business showed its resilience. On the shopper side of our marketplace, 50 new partners joined our Verified Partner Network in 2021 to gain access for consumers to our industry leading distribution platform. On the provider side of our marketplace, our investments in our third-party local agent business resulted in a record 39% of revenue from the channel in both the fourth quarter and last year, demonstrating the resiliency of our model in the face of significant headwinds in the auto insurance vertical. "Our vision is to become the largest online source of insurance policies by using data and technology to make insurance simpler, more affordable and personalized, ultimately reducing cost and risk." Our Direct-to-Consumer-Agency, or DTCA, which has been a cornerstone investment area for us over the last two years, ended 2021 by delivering a breakthrough fourth quarter in the health vertical with associated revenue increasing 281% year-over-year. Our DTCA customers have given us a positive 84 Net Promoter Score effusively citing the helpfulness and friendliness of our advisors. We also successfully integrated PolicyFuel, which we acquiredfuture. To achieve this past summer, into our broader DTCA operations. This has enabled us to develop more seamless buying experiences and deeper relationships with consumers.
For 2022, we continue to believe that the auto insurance industry dynamics are temporary in nature and will correct as carriers adjust their rates to reflect a new underwriting environment over the coming quarters. We expect our non-auto verticals to continue to be unaffected by these challenges, and that our local third-party agent and DTCA distribution channels will continue to demonstrate strong resiliency and growth. We expect that as auto insurance carriers increase rates, many consumers will see renewals at significantly higher pricing levels, which we believe will lead to more shopping through EverQuote to find lower-cost alternatives. We are approaching this year with discipline and agility. We will apply discipline in managing profitability by sharpening our near-term focus to a limited set of strategic initiatives. At the same time, we will invest judiciously in areas, where we have the opportunity to extend competitive advantages and emerge from the auto downturn in a position of relative strength. "Our progress in 2021 in our DTCA operations has set the foundation for EverQuote's next phase of growth as we build the one-stop-insurance-shop for the digital age." In closing,mission, we remain steadfast in building towards our long-term visionpursuit of becoming the largest online source of insurance policies by using data, technology and technologyknowledgeable advisors to make insurance simpler, more affordable and personalized. It has been a busy first year as CEO of EverQuote. I couldn't be prouder of our team's ability to navigate changes in the industry, or more excited by the long-term opportunity. Our progress in 2021 in our DTCA operations has set the foundation for EverQuote's next phase of growthIn 2022, EverQuote expanded on its leadership position and gained market share, as we continued to work to redefine the category of insurance distribution and to build the one-stop-insurance-shopone-stop insurance destination for the digital age.
In 2022, we delivered full year revenue and Variable Marketing Margin, or VMM, of $404.1 million and $128.3 million, respectively, while generating positive Adjusted EBITDA. Last year proved to be a formidable year for us, as the challenging auto insurance market tested our team’s resolve and our business model’s resilience. Throughout the year, our team continued to demonstrate its agility and strength by adjusting operations to a rapidly changing environment in order to deliver solid financial results. Our customer acquisition teams drove higher ad spend efficiency and our agent distribution channels proved resilient, enabling us to achieve a record annual level of VMM as a percentage of revenue and a nearly 20% year-over-year increase in consumers shopping in our marketplace. We implemented disciplined expense management to generate positive Adjusted EBITDA for 2022.
Looking to 2023, we continue to make steady progress to capture a market opportunity that remains enormous. Insurance distribution and advertising is a $171 billion market and we are prepared with the assets, team, and conviction to deliver the type of insurance shopping experience that we believe the industry, including carriers, agents, and consumers, ultimately needs to bring the full potential of the digital age to insurance buying and selling.
We have assembled a highly effective combination of insurance distribution assets by integrating capabilities from our marketplace and Direct-to-Consumer agency, or DTC, which we refer to as our “hybrid marketplace.” This unique strategy supports the broadest range of carriers in their pursuit of profitable growth. From the consumer’s perspective, our hybrid marketplace enables access to a comprehensive set of insurance products across major personal lines, resulting in each consumer being more likely to find the right teamproduct for them, delivered in placetheir preferred manner.
EverQuote continues to be a data and technology company first. This element of our DNA has enabled us to scale our customer acquisition platform into one of the largest sources of online insurance policies in the U.S. Our strength continues to build and compound as we amass more data and deploy machine learning and artificial intelligence capabilities across more aspects of our business over time. As we leverage our data and technology advantage, we are executing ondriving wide-ranging improvements to our strategymarketplace, from enhancing traffic bidding to become the leading online destinationexperience personalization to address all of a consumer'sproduct recommendations. We are also deepening our competitive moat by making our marketplace more effective for both consumers and insurance needs. providers, and more efficient for EverQuote.
I would like to thank our employees, customers, partners and stockholders for their ongoing support of EverQuote'sand for believing in EverQuote’s vision. Sincerely, Jayme Mendal Chief Executive Officer
April 26, 2022
Dear EverQuote Stockholder:
I am pleasedespecially want to invite you to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of EverQuote, Inc. to be held via the internet at a virtual web conference at https://www.virtualshareholdermeeting.com/EVER2022 on Thursday, June 9, 2022, at 10:00 a.m., Eastern Time. 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 Annual 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 the ongoing public health and safety concerns related to the COVID-19 pandemic, as well as overall ease in attending virtually, we believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location around the world.
Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2022 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 posting the proxy materials on the internet and delivering a notice of internet availability of the proxy materials. On or about April 26, 2022, we will begin mailingexpress my gratitude to our stockholders a Notice of Internet Availability (the “Notice”) containing instructions on howemployees for their tireless work ethic, dedication, and passion in building our company. Our experienced team is energized by the opportunity ahead, as we continue to access or request a copy of our Proxy Statement forbuild the Annual Meeting and our Annual Report onindustry’s preeminent Form 10-K forone-stop the year ended December 31, 2021.
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 or during the meeting or, if you requested printed copies of proxy materials, you may also vote by mailing a proxy card or voting by telephone. Please review the instructions on the Notice or on the proxy card regarding your voting options.
We look forward to seeing you at our virtual Annual Meeting.insurance destination.
Sincerely,
Jayme Mendal
Chief Executive Officer
April 28, 2023
Dear EverQuote Stockholder:
I am pleased to invite you to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of EverQuote, Inc. to be held via the internet as a virtual web conference atwww.virtualshareholdermeeting.com/EVER2023 on Thursday, June 8, 2023, at 10:00 a.m., Eastern Time. There will not be a physical meeting location, and stockholders will not be able to attend the Annual 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.
Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2023 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 posting the proxy materials on the internet and delivering a Notice of Internet Availability of the proxy materials (the “Notice”). On or about April 28, 2023, we will begin mailing to our stockholders the Notice, which will contain instructions on how to access or request a copy of our Proxy Statement for the Annual Meeting and our Annual Report on Form 10-K for the year ended December 31, 2022.
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 or during the meeting or, if you requested printed copies of proxy materials, you may also vote by mailing a proxy card or by telephone. Please review the instructions regarding your voting options on the Notice or, if you requested printed copies of your proxy materials, on the proxy card.
We look forward to seeing you at our virtual Annual Meeting.
Sincerely,
Jayme Mendal
President and Chief Executive Officer
YOUR VOTE IS IMPORTANT
In order to ensure your representation at the Annual Meeting, whether or not you plan to attend the Annual Meeting online, please vote your shares as promptly as possible over the internet by following the instructions on your Notice or, if you requested printed copies of your proxy materials, by following the instructions on your proxy card. Your participation will help to ensure the presence of a quorum at the Annual Meeting and save EverQuote the extra expense associated with additional solicitation. If you hold your shares through a bank, broker, trustee or other nominee, your bank, broker, trustee or other nominee is not permitted to vote on your behalf in the election of directors, unless you provide them with specific instructions to the broker by completing and returning any voting instruction form that the broker providesthey provide (or following any instructions that allow you to vote your broker-held shares via telephone or the internet). For your vote to be counted, you will need to communicate your voting decision in accordance with the instructions set forth in the proxy materials. Voting your shares in advance of the meeting will not prevent you fromfrom: (i) attending the Annual Meeting online, (ii) revoking your earlier submitted proxy in accordance with the instructions set forth in the proxy materials, or (iii) voting your shares during the meeting.
EVERQUOTE, INC.
210 Broadway
Cambridge, MA 02139
NOTICE OF 20222023 ANNUAL MEETING OF STOCKHOLDERS
Please take notice that the 20222023 Annual Meeting of Stockholders of EverQuote, Inc. (the “Annual Meeting”) will be held on Thursday, June 9, 2022,8, 2023, at 10:00 a.m., Eastern Time. This year’sThe Annual Meeting will be a completely “virtual meeting”virtual meeting of stockholders. You will be able to attend the Annual Meeting online, vote your shares during the online meeting and submit your questions during the Annual Meeting via live webcastvirtual meeting by visiting https://www.virtualshareholdermeeting.com/EVER2022www.virtualshareholdermeeting.com/EVER2023. The Annual Meeting will be held for the following purposes:
To elect nineseven directors, Darryl Auguste, David Blundin, Sanju Bansal, Paul Deninger, John Lunny, Jayme Mendal, George Neble, John Shields and Mira Wilczek, to hold office until our 20232024 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier death, resignation or removal;
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;2023; and
To transact any other business that properly comes before the Annual Meeting (including adjournments and postponements thereof).
In light of the ongoing COVID-19 pandemic, for the health and well-being of our stockholders, employees and directors, as well as overall ease in attending virtually, we have determined that theThe Annual Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. At our virtual Annual Meeting, stockholders will be able to attend, vote and submit questions by visiting https://www.virtualshareholdermeeting.com/EVER2022www.virtualshareholdermeeting.com/EVER2023. Further information about how to attend the Annual Meeting online, vote your shares online during the meeting and submit questions during the meeting is included in the accompanying proxy statement.statement (the “Proxy Statement”).
Only holders of record of our Class A common stock and Class B common stock at the close of business on April 12, 202210, 2023 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting as set forth in the enclosed proxy statement (the “Proxy Statement”).Proxy Statement. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting. If you are a stockholder of record, your ownership as of the Record Date will be verified prior to admittance into the virtual meeting. Please allow
ample time for the admittance process. If you are not a stockholder of record but hold shares through a bank, broker, trustee or other nominee,
you will receive instructions from the holder of record that you must follow for your shares to be voted. Please allow ample time for the admittance process. A complete list of registered stockholders will be available for the examination of any stockholder, for any purpose germane to the meeting for a period of 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 purposedate, during ordinary business hours at EverQuote’s principal place of the request and providing proof of ownership of our stock.business located at 210 Broadway in Cambridge, Massachusetts 02139. 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, broker, trustee or broker.other nominee. 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 MasonJulia Brncic
General Counsel and Secretary
Cambridge, MA
April 26, 202228, 2023
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | |||||||
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FORWARD-LOOKING STATEMENTS
This Proxy Statement contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (Reform Act). Statements that constitute forward-looking statements within the meaning of the Reform Act are generally identified through the inclusion of words such as “anticipate,” “believe,” “estimate,” “expect,” “confident,” “forecast,” “future,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “position,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will” or similar statements or variations of such words and other similar expressions. All statements addressing our future operating performance, and statements addressing events and developments that we expect or anticipate will occur in the future, are forward-looking statements within the meaning of the Reform Act. These forward-looking statements are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statement. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” starting on page 1211 of our Annual Report on Form 10-K for the year ended December 31, 2021,2022 filed on Form 10-K with the Securities and Exchange Commission on February 25, 2022.27, 2023. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
PROXY STATEMENT
FOR THE 20222023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
THURSDAY, JUNE 9, 20228, 2023
Our board of directors solicits your proxy on our behalf for the 20222023 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. To support the health and well-being of our stockholders, employees and directors in light of the ongoing COVID-19 pandemic, as well as overall ease in attending virtually, theThe meeting will be held via the internet atas a virtual web conference at https://www.virtualshareholdermeeting.com/EVER2022EVER2023 on Thursday, June 9, 2022,8, 2023, at 10:00 a.m., Eastern Time. We intend to mail a Notice of Internet Availability of Proxy Materials to stockholders of record and to make this Proxy Statement and accompanying materials available on the internet on or about April 26, 2022.28, 2023.
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.
IMPORTANT INFORMATION ABOUT THE PROXY PROCESS AND VOTING
| Virtual Meeting | The Annual Meeting will be |
| Attending the Meeting | We will host the Annual Meeting | |
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Internet Availability of Proxy Materials | We are providing access to our proxy materials over the internet. On or about April |
| Record Date | April | |
| Stockholders Entitled to Vote | A complete list of registered stockholders |
| Quorum | A majority of the voting power of all issued and outstanding shares of our Class A common stock and Class B common stock (voting together as a single class) entitled to vote on the Record Date must be virtually present during the meeting or represented by proxy to constitute a quorum. | |
| Shares Outstanding | 27,384,243 shares of Class A common stock and | |
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| Voting | There are four ways a stockholder of record can vote: | |
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(2) | By Telephone: If you are a stockholder as of the Record Date, you may vote by telephone by following the instructions in the Notice. |
(3) | By Mail: If you requested printed copies of proxy materials and are a stockholder as of the Record Date, you may vote by mailing your proxy as described in the proxy materials. |
| (4) | During the Meeting: If you are a stockholder as of the Record Date, you will have the ability to attend the virtual meeting and vote online during the meeting. The Annual Meeting will be a virtual only meeting, which can be accessed at |
In order to be counted, proxies submitted by telephone or internet must be received by 11:59 p.m., Eastern Time, on June |
If you hold your shares through a bank, broker, trustee or |
| Revoking Your Proxy | Stockholders of record may revoke their proxies by virtually attending the Annual Meeting and voting during the meeting, by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with our Secretary before the vote is counted or by voting again using the telephone or internet before the cutoff time (11:59 p.m., Eastern Time, on June | |
| Voting Rights | Holders of our Class A common stock are entitled to one vote per share of Class A common stock held on the Record Date in respect of any proposal presented at the Annual Meeting. Holders of our Class B common stock are entitled to ten votes per share of Class B common stock held on the Record Date in respect of any proposal presented at the Annual Meeting. | |
| Votes Required to Adopt Proposals | For Proposal | |
For Proposal |
| Effect of Votes Withheld, Abstentions and Broker Non-Votes | Votes withheld, | |
the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, |
Under |
| Voting Instructions | If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit proxy voting instructions but do not direct how your shares should be voted on each item, the persons named as proxies will voteFORthe election of the nominees for directors andFORthe ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment, although we have not received timely notice of any other matters that may be properly presented for voting at the Annual Meeting. | |
| Voting Results | We will announce preliminary results at the Annual Meeting. We will report final results by filing a Current Report on Form 8-K, or Form 8-K, within four business days after the Annual Meeting. If final results are not available at that time, we will provide preliminary voting results in the Form 8-K and final results in an amendment to the Form 8-K after they become available. | |
| Additional Solicitation/Costs | We are paying for the distribution of the proxy materials and solicitation of the proxies. |
Householding | Some |
EverQuote, Inc., 210 Broadway, Cambridge, MA 02139 or email us at investors@everquote.com or call us at (855) 522-3444. If you want to receive separate copies of the Notice, Proxy Statement or Annual Report on Form 10-K in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, trustee or other nominee record holder, or you may contact us at the above address or email or telephone number. |
ELECTION OF DIRECTORS
NumberThe first proposal on the agenda for the Annual Meeting is the election of Directors; Board Structure
Our board of directors currently consists of nine members, elected each yearseven director nominees to serve for a one-year term beginning at the Annual Meeting and ending at our 2024 annual meeting of stockholders, for a term of one year.or the 2024 Annual Meeting. The terms of our current directors expire at the Annual Meeting. Directors are elected to hold office for a one-year term or or until the election and qualification of their successors in office, subject to their earlier death, resignation or removal.
Under Mr. Auguste and Mr. Lunny are current directors who are not standing for re-election at the termsAnnual Meeting. Accordingly, our board of a voting agreement, which we refer to asdirectors reduced the Link voting agreement, each of Tomas Revesz and the heirs or estate of Seth Birnbaum have agreed to vote on all matters presented to our stockholders all voting capital stock held by him or they, respectively, in the manner directed by Link Ventures, LLLP. The Link voting agreement is the only agreement containing contractual obligations regarding the electionsize of our directors. The Link voting agreement will continue in full forceboard of directors from nine members to seven members, effective immediately following the completion of Mr. Auguste and effect until terminated by written consent of Link Ventures, LLLP in its sole discretion.
NomineesMr. Lunny’s terms at the Annual Meeting.
Our board of directors has nominated Darryl Auguste, David Blundin, Sanju Bansal, Paul Deninger, John Lunny, Jayme Mendal, George Neble, John Shields and Mira Wilczek for election as directorsre-election to the board to hold office untilfor a one-year-term expiring at our 2023 annual meeting of stockholders2024 Annual Meeting 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
The board of directors recommends that you vote “FOR” the election of each of Darryl Auguste, David Blundin, Sanju Bansal, Paul Deninger, John Lunny, Jayme Mendal, George Neble, John Shields and
Mira Wilczek as directors.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The biographies of each of the director nominees and continuing directors below containcontains 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 servenominate him or her as a director of the company.director. 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.Meeting:
Name | Age | EverQuote Director Since | Independent | Committee Membership | ||||||
Darryl Auguste | 34 | 2020 | No | — | ||||||
Sanju Bansal | 56 | 2014 | Yes | Audit Committee | ||||||
David Blundin | 55 | 2008 | No | — | ||||||
Paul Deninger | 63 | 2019 | Yes | Audit Committee, Compensation Committee | ||||||
John Lunny | 56 | 2014 | Yes | Compensation Committee | ||||||
Jayme Mendal | 36 | 2020 | No | — | ||||||
George Neble | 65 | 2018 | Yes | Audit Committee | ||||||
John Shields | 69 | 2018 | Yes | Audit Committee | ||||||
Mira Wilczek | 40 | 2017 | No | Compensation Committee | ||||||
Board Diversity Matrix (As of April 26, 2022)
Total Number of Directors: 9
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Part II: Demographic Background |
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| Name | Age | EverQuote Director Since | Independent | Committee Membership | ||||||
Sanju Bansal | 57 | 2014 | Yes | Audit Committee | ||||||
David Blundin | 56 | 2008 | No | — | ||||||
Paul Deninger | 64 | 2019 | Yes | Audit Committee, Compensation Committee | ||||||
Jayme Mendal | 37 | 2020 | No | — | ||||||
George Neble | 66 | 2018 | Yes | Audit Committee | ||||||
John Shields | 70 | 2018 | Yes | Audit Committee | ||||||
Mira Wilczek | 41 | 2017 | No | Compensation Committee | ||||||
Darryl Auguste has been a member of our board of directors since July 2020 and has served as our executive vice president of strategic projects since January 2019. Previously, he served as our senior vice president of analytics
and online marketing since December 2014 and as our vice president, consumer analytics beginning in February 2013. Prior to joining EverQuote, from 2011 to 2012, Mr. Auguste worked at Cogo Labs, Inc., a startup incubator, ultimately serving as director of analytics, email marketing. Mr. Auguste holds a B.A. degree in economics and mathematics from Yale University. We believe that Mr. Auguste is qualified to serve on our board of directors because of his extensive experience with analytics and marketing and his deep knowledge of our company.
Sanju Bansalhas 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, from November 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 Johns Hopkins University. We believe that Mr. Bansal is qualified to serve on our board of directors because of his deep background in consulting and information and systems technology, his leadership experience as a senior executive of a public company, his corporate governance experience from serving as a member of public company boards of directors, and his extensive knowledge of relevant technologies.
David Blundin, one of our co-founders, has served as chairman of our board of directors since August 2008. Mr. Blundin is the founder of Link Ventures LLLP, a venture capital firm, where he has served as managing partner since January 2006. He is also the co-founder of Vestigo Ventures LLC, a venture capital firm, where he has served as managing partner since January 2016. Mr. Blundin is also chairman of the board of Vestmark, Inc., a portfolio management solutions company, where he served as chief executive officer from 2001 to 2008. In June 2005, Mr. Blundin co-founded Cogo Labs, Inc., a technology incubator, data analytics and quantitative marketing company, venture studio located in Cambridge, Massachusetts,
where he has served as the chairman since its founding and also served as chief executive officer from its founding tountil February 2017. Previously,From 1997 to 2000, Mr. Blundin was the chief executive officer and chairman of DataSage, Inc., a company he founded that used neural network technology for data analytics in industrial applications including online marketing. In 2000, DataSage was acquired by Vignette Corporation, where Mr. Blundin served as chief technologist until 2002. Since 2002, Mr. Blundin has founded and co-founded at least 10 software and internet companies in addition to Vestmark, including Autotegrity, Inc., a data analytics and online marketing company, that he co-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.CourseAdvisor, an online research company. Prior to Vignette, he co-founded DataSage, Inc., a software company,1997, Mr. Blundin was president and served as its chief executive officer and chairman from 1996 to 2000.of Cirrus Recognition Systems, one of the first commercially successful machine-learning companies. Mr. Blundin holds an S.B. degree in computer science from the Massachusetts Institute of Technology.Technology (MIT), where he researched neural network technology. His thesis at the MIT Artificial Intelligence Laboratory was entitled, “Neural Network Simulations on a Connection Machine.” 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.
Paul Deningerhas served as a member of our board of directors since April 2019. Mr. Deninger was a senior advisor with Evercore, an investment banking advisory firm, from June 2016 to February 2020. He joined Evercore as a senior managing director in 2011 and was previously a vice chairman at Jefferies, a global securities and investment banking firm, since 2003. Prior to Jefferies, Mr. Deninger served as chairman and chief executive officer of Broadview, a technology investment banking firm he joined in 1987, from 1996 until its acquisition by Jefferies in 2003. Mr. Deninger also serves as a director of Resideo Technologies Inc., a publicly held provider of home automation products and services, and is vice chairman of the board of Epiphany Technology, a publicly held blank check company seeking to acquire a business in the enterprise IT market. Mr. Deninger holds a B.S. degree from Boston College and an M.B.A. degree from Harvard Business School. We believe that Mr. Deninger is qualified to serve on our board of directors due to his deep knowledge of capital markets, merger and acquisition strategies and technology services businesses as well as his extensive management experience.
John Lunny has served as a member of our board of directors since June 2014. Mr. Lunny co-founded Vestmark, Inc., a wealth-management SaaS technology company, and served as its vice chairman since October 2021, chief
executive officer from 2008 to 2021, and served as its president and chief operating officer from 2003 to 2008. Prior to co-founding Vestmark, Mr. Lunny co-founded DataSage, Inc., an enterprise data analytics software company, and served as its vice president of engineering from 1996 to 2001 leading to its acquisition by Vignette Corporation. Following the acquisition, Mr. Lunny served as senior director of engineering at Vignette Corporation from 2001 to 2003. In 2018, Mr. Lunny was honored as the Ernst & Young Entrepreneur of the Year in financial services. Mr. Lunny holds an S.B. degree in electrical engineering and an S.B. degree in computer science from the Massachusetts Institute of Technology. We believe that Mr. Lunny is qualified to serve on our board of directors because of his experience as an executive in the technology industry.
Jayme Mendalhas served as our president, chief executive officer and a member of our board of directors since November 2020. Previously Mr. Mendal served as our chief operating officer sincefrom February 2019 to November 2020 and as our chief revenue officer sincefrom September 2017.2017 to February 2019. Mr. Mendal previously served as the vice president of sales and 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 Monitor Group). Mr. Mendal holds a B.S. degree in finance and economics from Washington University in St. Louis and an M.B.A. degree from Harvard Business School. Mr. Mendal is qualified to serve on our board of directors due to his experience in leading our operations and previously our revenue functions, his extensive knowledge of our company and industry, as well as his vision and leadership as our president and chief operatingexecutive officer.
George Neblehas served as a member of our board of directors since May 2018. Since July 2017, Mr. Neble has served as a business consultant. Mr. Neble has served as the audit committee chair and a board member of LumiraDx, a diagnostics company, since July 2020. Mr. Neble served as a director of Real Goods Solar, Inc., a publicly held provider of solar equipment from June 2019 to July 2021. Mr. Neble has also served as a director of Intapp, Inc., a publicly held leading provider of cloud-based software solutions for the financial services industry, since June 2021. From 2012 to June 2017, Mr. Neble served as managing partner of the Boston office of Ernst & Young LLP, an accounting firm. Prior to that, Mr. Neble was a senior assurance partner at Ernst & Young from 2002 to 2012. Mr. Neble is a certified public accountant. He holds a B.S. degree in accounting from Boston College. We believe that Mr. Neble is qualified to serve on our board of directors because of his financial expertise and his experience in public accounting.
John Shieldshas served as a member of our board of directors since May 2018. He has served as the president of Advisor Guidance, Inc., a business consulting firm, since 2010, as a trustee of Domini Investment Trust, a registered investment company, since 2004, as a director of Vestmark, Inc. since December 2015, as a director of Cogo Labs, Inc., a startup incubator, since May 2008, and as a consultant in the financial services industry since 2002. From October 2016 to June 2018, Mr. Shields served as managing director, head of risk and regulatory compliance at CFGI, LLC, a financial consulting firm. 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.company, chief executive officer of Citizens Securities, Inc., a registered broker-dealer, and president and interested trustee of the Citizens Funds mutual fund complex. Mr. Shields is a certified public accountant (inactive). He holds a B.S. degree in accounting from Saint Peter’s University. We believe that Mr. Shields is qualified to serve on our board of directors because of his financial and accounting expertise.
Mira Wilczekhas served as a member of our board of directors since February 2017. Ms. Wilczek served as a managing director at Link Ventures LLLP, a venture capital firm from June 2015 to June 2021, and as an advisor since that time.2021. Since December 2019, Ms. Wilczek has served as a general partner of XLIX Ventures, a family investment office. She previously served as president and chief executive officer of Cogo Labs, Inc., a startup incubator, from October 2016 to November 2019 and was entrepreneur in residence at Cogo Labs from December 2013 until February 2017. Prior to joining Link Ventures, Ms. Wilczek founded Red Panda Security, a research consultancy specializing in mobile behavioral analytics, and served as its chief executive officer from 2012 to
2013. From 2009 to 2012, she served as director of business development at Lyric Semiconductor, a fabless semiconductor company. Ms. Wilczek holds an S.B. degree in electrical engineering and computer science and an M.B.A. degree from the Massachusetts Institute of Technology. We believe that Ms. Wilczek is qualified to serve on our board of directors because of her investment and operations experience in the technology industry.
Board Diversity Matrix (as of April 28, 2023)
Total Number of Directors: 9
| Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||||
Part I: Gender Identity | ||||||||||||||||
Directors | 1 | 5 | 3 | |||||||||||||
Part II: Demographic Background | ||||||||||||||||
African American or Black | ||||||||||||||||
Alaskan Native or Native American | ||||||||||||||||
Asian | 1 | |||||||||||||||
Hispanic or Latinx | 1 | |||||||||||||||
Native Hawaiian or Pacific Islander | ||||||||||||||||
White | 1 | 4 | ||||||||||||||
Two or More Races or Ethnicities | 1 | |||||||||||||||
LGBTQ+ | ||||||||||||||||
Did Not Disclose Demographic Background | 1 | |||||||||||||||
| * | Includes Darryl Auguste and John Lunny who will not stand for re-election at the Annual Meeting. |
The following table sets forth information regarding our executive officers as of April 22, 2022:28, 2023:
| Name | Age | Position(s) | ||||
Jayme Mendal | Chief Executive Officer and President, Director | |||||
John Wagner | Chief Financial Officer and Treasurer | |||||
David Brainard | Chief Technology Officer | |||||
| General Counsel and Secretary |
The biography of Mr. Mendal can be found under “—Nominees for Election.”
John Wagnerhas served as our chief financial officer and treasurer since March 2014. Previously, Mr. Wagner served as chief financial officer of NuoDB, Inc., a database company, from 2012 to 2014. Prior to that, Mr. Wagner served as the vice president of finance at Carbonite, Inc., an online backup company, from 2011 to 2012, as corporate controller at Constant Contact, Inc., an email marketing company, from 2006 to 2011 and as vice president of finance and chief financial officer at Salesnet, Inc., a sales software company, from 2003 to 2006. Mr. Wagner holds a B.B.A. degree in accounting from the University of Massachusetts, Amherst and an M.B.A. degree from Boston University. He is also a licensed Certified Public Accountant in Massachusetts.
David Brainardhas served as our CTOchief technology officer since January 2021 and was previously Headhead of Engineeringengineering starting in December 2019. Previously, he was Headhead of Ad Techad tech systems at Wayfair, Inc., a specialty retail company, for 2019. Prior to that, he led the Voluntary Benefitsvoluntary benefits engineering organization at Liberty Mutual, an insurance company, from 2016 to 2019. Prior to his role at Liberty Mutual, Mr. Brainard was Architecturearchitecture leader at Bank of America from 2010 to 2016. He also previously served as a Principal Consultantprincipal consultant in IBM’s global integration group, and a manager and architect at BMC Software. Mr. Brainard holds a B.A. degree from Wayne State University and a Master’san M.A. degree from Boston University.
David MasonJulia Brncic has served as our general counsel and secretary since February 2014. Previously, Mr. Mason served asJanuary 2023 and was previously the senior vice president, chief counsel and corporate secretary of the Cigna Group, a global health company, from 2019 to 2022. From 2008 to 2018, she was the vice president and deputy general counsel at KAYAK Software Corporation,Express Scripts, Inc., a leading travel metasearch site,pharmacy benefit management company. Prior to that, Ms. Brncic was a shareholder at Polsinelli, a law firm. Ms. Brncic holds J.D. and M.B.A. degrees from October 2011 to January 2014. From October 2006 to October 2011, he was an associateWashington University in the mergers, acquisitionsSt. Louis, and securities group at Bingham McCutchen, LLP (now Morgan, Lewis & Bockius LLP). Mr. Mason has also served as an adjunct professor at Boston College Law School since 2006. He holds a B.B.A.B.A. degree from the University of Massachusetts, Amherst and a J.D. degree from Boston College Law School.Purdue University.
Under the rules of the Nasdaq Stock Market, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of the Nasdaq Stock Market require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent and that director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the independent directors or by a nominations committee comprised solely of independent directors. Under the rules of the Nasdaq Stock Market, a director will only qualify as “independent” if, in the opinion of thatthe company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that such person is “independent” as defined under Nasdaq Stock Market and Securities and Exchange Commission, (“SEC”)or the SEC, rules.
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.
We are a “controlled company” as that term is set forth in Nasdaq Stock Market rules. Under Nasdaq Stock Market rules, as a “controlled company,” we are exempt from certain corporate governance requirements, including: (1) the requirement that a majority of our board of directors consist of independent directors, (2) the requirement that director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the independent directors or by a nominations committee comprised solely of 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 nominations committee, 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 evaluateevaluates 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 makemakes an annual determination of whether each director is independent within the meaning of the independence standards of the Nasdaq Stock Market rules, the SEC and our applicable board committees.
In February 2022,2023, 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 such non-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 each non-employee director and any institutional stockholder with which he or she is affiliated.
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. Mendal, 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’sdirectors’ attention and efforts on critical matters. Mr. Mendal has served as our president
since November 2020 and chief executive officer and as a director since November 2020. 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 available under the heading “Corporate
Governance–Governance Documents” on the Investors section of our website, 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.
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:
our board of directors’ principal responsibility is to oversee the management of the company;
the independent directors will meet in executive session at least semi-annually;
directors have full and free access to management and, as necessary, independent advisors; and
new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis.
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.
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 7seven meetings (including regularly scheduled and special meetings) during the fiscal year ended December 31, 2021.2022.
During 2021,2022, 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.
It is our policy that members of our board of directors are encouraged to attend annual meetings of our stockholders. All nine directors then serving attended the 20212022 Annual Meeting of Stockholders.
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 operate under
charters approved by our board of directors. Both the audit committee charter and 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.
Our audit committee’s responsibilities include:
appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;
overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;
reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;
coordinating our board of directors’ oversight of our internal control over financial reporting, disclosure controls and procedures, and code of business conduct and ethics;
discussing our risk management policies;
establishing policies regarding hiring employees from the registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;
meeting independently with our registered public accounting firm and management;
reviewing and approving or ratifying any related person transactions; and
preparing the audit committee report required by SEC rules.
All audit services and all non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.
The members of our audit committee are Messrs. Bansal, Deninger, Neble and Shields. Mr. Neble is the chair of our audit committee. Our board of directors has determined that Mr. Neble is an “audit committee financial expert” as defined by applicable SEC rules.
Our audit committee held 9seven meetings during the fiscal year ended December 31, 2021.2022. Our audit 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.
Our compensation committee’s responsibilities include:
reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our chief executive officer and our other executive officers;
reviewing and making recommendations to our board of directors with respect to incentive-compensation and equity-based plans;
recommending to the independent directors serving on our board of directors to approve any tax-qualified, non-discriminatory employee benefit plans;
reviewing and making recommendations to our board of directors with respect to director compensation;
reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure; and
preparing the compensation committee report required by SEC rules.
The members of our compensation committee are Messrs. Lunny and Deninger and Ms. Wilczek. Ms. Wilczek is the chair of our compensation committee. In designing our executive compensation program, our compensation committee engages the services of an independent compensation consulting firm.
Executive Compensation Process
Roles of Our Compensation Committee, Board of Directors and Management
Our executive compensation program is administered by the compensation committee of our board of directors, subject to the oversight and, with respect to equity awards, approval of our full board of directors. Our compensation committee held 10reviews our executive compensation practices on an annual basis and based on this review approves, in consultation with our board of directors, base salary and bonus amounts, and with respect to equity awards, makes recommendations to our board of directors. The board of directors then approves or modifies the equity awards recommended by the compensation committee. While our compensation committee is responsible for approving salaries and bonuses, the compensation committee provides regular compensation related updates to our board of directors and provides our board of directors with an opportunity to make inquiries and consult on executive compensation matters.
As a part of determining executive officer compensation, the compensation committee receives base salary, bonus and equity compensation recommendations from our chief executive officer. At the invitation of the compensation committee, certain members of our senior management also participate in compensation committee meetings duringto share their perspective and relevant information on topics that the fiscal year ended December 31, 2021. compensation committee is discussing.
Role of the Compensation Committee’s Independent Compensation Consultant
In designing our executive compensation program, our compensation committee engages the services of an independent compensation consulting firm. During 2022, our compensation committee engaged Compensia, Inc. as its independent compensation consultant to provide comparative data on executive compensation practices in our industry, to assist our compensation committee in developing an appropriate list of peer companies, and to advise on our executive compensation program for 2022 and 2023. Our compensation committee reviews 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 2022, our compensation committee concluded that the engagement of Compensia, Inc. did not raise any conflict of interest.
Although our compensation committee and board of directors consider the advice and recommendations of an independent compensation consultant as to our executive compensation program, our compensation committee and board of directors ultimately make their own decisions about these matters. In the future, we expect that our compensation committee will continue to engage an independent compensation consultant to provide additional guidance on our executive compensation programs and to conduct further competitive benchmarking against a peer group of publicly traded companies.
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 Committee Interlocks and Insider Participation
Messrs. Lunny and Deninger and Ms. Wilczek served as members of our Our compensation committee in 2021. None of our executive officers serves as a member ofheld nine meetings during 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 the compensation committee.fiscal year ended December 31, 2022.
Oversight of Risk
Our board of directors oversees our risk management processes directly and through its audit committee. Our management is responsible for risk management on a day-to-day basis. The role of our board of directors and its audit committee is to oversee the risk management activities of our management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our board of directors oversees risk management activities relating to business strategy, acquisitions, capital allocation, organizational structure and certain operational risks, and our audit committee oversees risk management activities related to financial controls and legal and compliance risks, including with respect to enterprise risk, fraud and cybersecurity. The audit 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 toincludes: potentially requesting recommendations from members of our board of directors and others for recommendations,recommendations; evaluation of the performance on our board of directors and its audit committee of any existing directors being considered for nomination,nomination: consideration of biographical information and background material relating to potential candidatescandidates; 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 may recommend individuals for consideration by our board of directors as potential director candidates by submitting their names, together with appropriate biographical information and background materials, and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of capital stock owned by such stockholder or group of stockholders, to our Secretary at EverQuote, Inc., 210 Broadway, Cambridge, MA 02139. The specific requirements for the information that is required to be provided for such recommendations to be considered are specified in our amended and restated bylaws and must be received by us no later than the date referenced below under the heading “Procedures for Submitting Stockholder Proposals.” Assuming that appropriate biographical and background material has been provided on a timely basis, our board will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.
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.
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.
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 our pay-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.
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, 2022,2023, 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-relatedaudit- related and and non-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 permitted non-audit services, must be preapproved by our audit committee, provided that de minimis non-audit services may instead be approved in accordance with applicable SEC rules. Our board of directors or our audit committee approvedpre-approved all audit, audit-related and non-audit services provided by PricewaterhouseCoopers LLP during fiscal years 20202021 and 2021.2022. 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 20202021 and 20212022 (in thousands).
Fee Category | 2020 | 2021 | 2021 | 2022 | ||||||||||||
Audit Fees | $ | 1,080 | $ | 1,292 | $ | 1,300 | $ | 1,309 | ||||||||
Audit-Related Fees | 8 | 8 | ||||||||||||||
Tax Fees | 40 | 90 | 90 | 98 | ||||||||||||
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Total Fees | $ | 1,128 | $ | 1,390 | $ | 1,390 | $ | 1,407 | ||||||||
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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. The amount represents fees for services provided in connection withstatements, and SEC filings other than our quarterly and annual reports.
Tax Fees. Represents fees for professional services provided for tax compliance, tax advice and tax planning.
Recommendation of our Board of Directors
The board of directors recommends that you vote “FOR” the ratification andof the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2023.
Report of the Audit Committee of our Board of Directors
The information contained in this audit committee report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. No portion of this audit committee report shall be deemed to be incorporated by reference into any filing under the Securities Act, or the Exchange Act, through any general statement incorporating by reference in its entirety the proxy statement in which this report appears, except to the extent that EverQuote specifically incorporates this report or a portion of it by reference.
Our audit committee’s general role is to assist our board of directors in monitoring our financial reporting process and related matters. Its specific responsibilities are set forth in its charter.
Our audit committee has reviewed the company’s consolidated financial statements for 20212022 and met with management, as well as with representatives of PricewaterhouseCoopers LLP, the company’s independent registered public accounting firm, to discuss the consolidated financial statements. Our audit committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
In addition, our audit committee received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with our audit committee concerning independence, and discussed with members of PricewaterhouseCoopers LLP its independence.
Based on the foregoing communications, its review of the financial statements and other matters it deemed relevant, our audit committee recommended to our board of directors that the company’s audited consolidated financial statements for 20212022 be included in the company’s Annual Report on Form 10-K for 2021.for 2022.
Respectfully submitted by the members of the audit committee of the board of directors:
George Neble(Chair)
Sanju Bansal
Paul Deninger
John Shields
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 April 12, 2022,10, 2023, for:
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Class A common stock or Class B common stock;
each of our named executive officers;
each of our directors; and
all of our executive officers and directors as a group.
Applicable percentage ownership is based on 25,202,13027,384,243 shares of Class A common stock and 6,169,7745,604,278 shares of Class B common stock outstanding at April 12, 2022.10, 2023. The number of shares beneficially owned by each stockholder is determined under SEC 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 April 12, 202210, 2023 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.
| Shares Beneficially Owned | % of Total Voting Power | |||||||||||||||||||
| Class A | Class B | |||||||||||||||||||
| Name | Number | % | Number | % | ||||||||||||||||
5% Stockholders | ||||||||||||||||||||
Link Ventures, LLLP, directly or through the Link voting agreement(1)(2) | 5,145,197 | 20.4 | 6,215,258 | 98.7 | 74.6 | |||||||||||||||
BlackRock, Inc.(3) | 1,693,512 | 6.7 | — | — | 1.9 | |||||||||||||||
Granahan Investment Management LLC(4) | 1,619,322 | 6.4 | — | — | 1.9 | |||||||||||||||
Baillie Gifford(5) | 1,399,098 | 5.6 | — | — | 1.6 | |||||||||||||||
Rubric Capital Management LP(6) | 1,278,362 | 5.1 | — | — | 1.5 | |||||||||||||||
Named Executive Officers and Directors | ||||||||||||||||||||
Jayme Mendal(7) | 272,849 | 1.1 | — | — | * | |||||||||||||||
John Wagner(8) | 196,545 | * | 20,558 | * | * | |||||||||||||||
David Brainard(9) | 34,088 | * | — | — | * | |||||||||||||||
Nicholas Graham (10) | 32,673 | * | — | * | * | |||||||||||||||
David Mason(11) | 98,686 | * | 20,000 | * | * | |||||||||||||||
David Blundin(12) | 5,145,197 | 20.4 | 6,215,258 | 98.7 | 74.6 | |||||||||||||||
Darryl Auguste(13) | 63,192 | * | 88,958 | 1.4 | 1.1 | |||||||||||||||
Sanju Bansal (14) | 400,901 | 1.6 | 20,000 | * | * | |||||||||||||||
Paul Deninger (15) | 29,981 | * | — | — | — | |||||||||||||||
John Lunny(16) | 16,864 | * | 20,000 | * | * | |||||||||||||||
George Neble (17) | 32,512 | * | — | — | * | |||||||||||||||
John Shields (18) | 12,612 | * | — | — | * | |||||||||||||||
Mira Wilczek(19) | 236,063 | * | — | * | * | |||||||||||||||
All executive officers and directors as a group (13 persons)(20) | 6,323,457 | 25.4 | 6,621,567 | 98.8 | 78.6 | |||||||||||||||
| Shares Beneficially Owned | % of Total Voting Power | |||||||||||||||||||
| Class A | Class B | |||||||||||||||||||
| Name | Number | % | Number | % | ||||||||||||||||
5% Stockholders | ||||||||||||||||||||
Link Ventures LLLP, directly or through the Voting Agreement(1)(2)(3) | 5,345,487 | 19.5 | 5,685,258 | 99.2 | 74.6 | |||||||||||||||
Managed Account Advisors LLC(4) | 2,012,948 | 7.4 | — | — | 2.4 | |||||||||||||||
Granahan Investment Management LLC(5) | 1,641,293 | 6.0 | — | — | 2.0 | |||||||||||||||
BlackRock, Inc.(6) | 1,556,211 | 5.7 | — | — | 1.9 | |||||||||||||||
Named Executive Officers and Directors | ||||||||||||||||||||
Jayme Mendal(7) | 355,372 | 1.3 | — | — | * | |||||||||||||||
John Wagner(8) | 209,237 | * | 20,558 | * | * | |||||||||||||||
David Brainard(9) | 27,797 | * | — | — | * | |||||||||||||||
David Blundin(10) | 5,345,487 | 19.5 | 5,685,258 | 99.2 | 74.6 | |||||||||||||||
Darryl Auguste(11) | 88,538 | * | 97,847 | 1.7 | 1.3 | |||||||||||||||
Sanju Bansal(12) | 414,805 | 1.5 | 20,000 | * | * | |||||||||||||||
Paul Deninger(13) | 34,487 | * | — | — | * | |||||||||||||||
John Lunny(14) | 50,768 | * | — | — | * | |||||||||||||||
George Neble(15) | 46,416 | * | — | — | * | |||||||||||||||
John Shields(16) | 19,661 | * | — | — | * | |||||||||||||||
Mira Wilczek(17) | 270,897 | * | — | — | * | |||||||||||||||
All executive officers and directors as a group (12 persons)(18) | 6,863,465 | 24.7 | 5,823,663 | 99.2 | 78.0 | |||||||||||||||
| * | Less than 1%. |
| (1) | Consists of (i) |
| (2) | Pursuant to the |
| (3) |
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| (4) | Based on a Schedule 13G filed with the SEC by |
| (5) | Based on a Schedule 13G/A filed with the SEC by Granahan Investment Management LLC on February 14, 2023. According to the Schedule 13G/A, as of December 31, 2022, sole voting power is held by Granahan Investment Management LLC over |
Based on a Schedule |
|
| (7) | Consists of (i) |
| (8) | Consists of (i) |
| (9) | Consists of (i) |
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| (10) | Consists of (i) 750,345 shares of Class A common stock |
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Consists of (i) |
Consists of (i) |
Consists of (i) |
Consists of (i) |
Consists of (i) |
Consists of (i) |
Consists of (i) 90,897 shares of Class A common stock and (ii) |
Includes (i) |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, 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 20212022 all required reports were filed on a timely basis under Section 16(a), except that:for:
Nicholas GrahamDarryl Auguste filed a Form 4 on March 1, 20214, 2022 reporting receiptthe sale of a grant from us on February 23, 2021 of restricted stock units representing the right to receive 37,838821 shares of Class A common stock upon vesting.on February 16, 2022. Darryl Auguste filed a Form 4 on April 4, 2022 reporting the sale of 638 shares of Class A common stock on March 29, 2022. Tomas Revesz Jr. filed a Form 4 on April 4, 2022 reporting the sale of 7,119 shares of Class A common stock on March 29, 2022. David Brainard filed a Form 4 on March 1, 2021 reporting receipt of a grant from us on February 23, 2021 of restricted stock units representing the right to receive 29,730 shares of Class A common stock upon vesting. Tomas Revesz Jr. filed a Form 4 on March 4, 2021October 26, 2022 reporting the sale of 1,8476,054 shares of Class A common stock on March 1,February 25, 2021.John Brandon Wagner filed a Form 4 on March 29, 2021 reporting the amendment of an outstanding option exercisable for 20,000 shares of Class B common stock, resulting in the deemed cancellation of such outstanding option and the grant of a replacement option exercisable for 20,000 shares of Class A common stock, and the subsequent exercise of such replacement option for 20,000 shares of Class A common stock on March 24, 2021. Craig Lister filed a Form 4 on May 20, 2021 reporting receipt of a grant from us on February 23, 2021 of restricted stock units representing the right to receive 48,780 shares of Class A common stock upon vesting. David B. Blundin filed a Form 4 on June 9, 2021 reporting a purchase of 100 shares of Class A common stock on May 21, 2021. Darryl Auguste filed a Form 4 on August 6, 2021 reporting receipt of a grant from us on July 28, 2021 of restricted stock units representing the right to receive 9,116 shares of Class A common stock upon vesting; and filed a Form 4 on November 2, 2021 reporting receipt of a grant from us on October 27, 2021 of restricted stock units representing the right to receive 13,333 shares of Class A common stock upon vesting.
Compensation Discussion and Analysis
Overview
This section explains our executive compensation philosophy and objectives, our process for determining executive compensation, the elements of our executive compensation program, and the decisions made regardingThe following discussion relates to the compensation paid with respect to 2021 to (i)of Jayme Mendal, our president and chief executive officer, (ii)John Wagner, our chief financial officer and (iii) each other individual that served as an executivetreasurer, David Brainard, our chief technology officer, of ours duringand David Mason, our former general counsel and secretary, for the yearyears ended December 31, 2022 and December 31, 2021. We referThese individuals are collectively referred to these individualsin this proxy statement as our “named executive officers.”
General Philosophy and Compensation Objectives
The goal of our compensation program for our executive officers is the same as our goal for operating our company: to create long-term value for our stockholders. In furtherance of this goal, our executive compensation program is designed to reward, motivate and provide incentives for exceptional individual performance and effective leadership by our executive officers, to reward executive officers for superior financial and operating results of our company, and to align our executive officers’ interests with those of our stockholders. It is also designed to attract and retain executive officers who may be presented with other professional opportunities, including ones at potentially higher compensation levels, by providing an overall compensation package that is market competitive over time and provides significant long-term incentives through the grant of equity awards. These objectives serve as the basis for determining the overall compensation of each executive officer, all in the context of general economic and industry conditions and company performance.
Key elements of our executive compensation program for 2021 that were designed to achieve these objectives included:
a base salary for each of our executive officers, designed to help retain them and reward them for overall performance;
a quarterly performance-based cash bonus program for our executive officers, designed to help retain, reward and motivate them based on their achievement of financial objectives that support our goal of enhancing stockholder value; and
restricted stock units (“RSUs”) granted to each of our executive officers under our 2018 Equity Incentive Plan (our “2018 Plan”), designed to provide them with long-term incentives that are intended to further align their interests with those of our stockholders.
We have also entered into employment offer letters and agreements with our executive officers that, in certain cases, provide for severance and other benefits upon termination. We believe that these additional benefits are reasonable and consistent with the objectives of our executive compensation program and with market practice among the companies with which we compete for executive talent.
In addition, our executive officers receive certain perquisite and other benefits that are made available to employees generally, including matching 401(k) contributions, company paid life insurance premiums and company paid parking in excess of tax deductible amounts.
Executive Compensation Process
Roles of Our Compensation Committee, Board of Directors and Management
Our executive compensation program is administered by the compensation committee of our board of directors, subject to the oversight and, with respect to equity awards, approval of our full board of directors. Our compensation committee reviews our executive compensation practices on an annual basis and based on this
review approves, in consultation with our board of directors, base salary and bonus amounts, and with respect to equity awards, makes recommendations to our board of directors. The board of directors then approves or modifies the equity awards recommended by the compensation committee. While our compensation committee is responsible for approving salaries and bonuses, the compensation committee provides regular compensation related updates to our board of directors and provides our board of directors with an opportunity to make inquiries and consult on executive compensation matters.
As a part of determining executive officer compensation, the compensation committee receives base salary, bonus and equity compensation recommendations from our chief executive officer. At the invitation of the compensation committee, certain members of our senior management also participate in compensation committee meetings to share their perspective and relevant information on topics that the compensation committee is discussing.
Role of the Compensation Committee’s Independent Compensation Consultant
In designing our executive compensation program, our compensation committee engages the services of an independent compensation consulting firm. Our compensation committee engaged Compensia, Inc. as its independent compensation consultant to provide comparative data on executive compensation practices in our industry, to assist our compensation committee in developing an appropriate list of peer companies, and to advise on our executive compensation program for 2021 and 2022 generally. Our compensation committee also engaged Compensia, Inc. for recommendations and review of non-employee director compensation in 2021. Our compensation committee reviews 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 2021, our compensation committee concluded that the engagement of Compensia, Inc. did not raise any conflict of interest.
Although our compensation committee and board of directors consider the advice and recommendations of an independent compensation consultant as to our executive compensation program, our compensation committee and board of directors ultimately make their own decisions about these matters. In the future, we expect that our compensation committee will continue to engage an independent compensation consultant to provide additional guidance on our executive compensation programs and to conduct further competitive benchmarking against a peer group of publicly traded companies.
Executive Compensation Peer Group
Our compensation committee benchmarks our executive compensation against a peer group of companies to determine competitiveness and market trends. The compensation committee reviews the companies in our peer group annually, reviews Compensia, Inc.’s recommendations regarding which companies should be included in the peer group and makes adjustments as necessary to ensure the peer group continues to properly reflect the market in which we compete for talented executives. The compensation committee also annually reviews the executive pay practices of other similarly-situated companies as reported by Compensia, Inc. through industry surveys and proxy analysis. The compensation committee requests customized reports of these surveys so that the compensation data reflect the practices of companies that are similar to us. The compensation committee considers this information when making determinations or recommendations for each element of compensation for our executive officers.
In developing the peer group of companies to inform 2021 compensation decisions, our compensation committee, with the assistance of Compensia, Inc., established a peer group of public online marketplace and technology companies with revenues, market capitalizations and revenue growth metrics generally comparable to our own, which consisted of the following companies:
2021 Peer Group
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Say-on-Pay Vote Results
At our 2021 Annual Meeting of Stockholders on June 10, 2021, we held our first stockholder advisory vote on the compensation of our named executive officers, or “say-on-pay” vote, as required by Section 14A of the Exchange Act. At the meeting, 96.9% of the stockholder votes cast were in favor of our say-on-pay proposal. The say-on-pay proposal was voted on after our compensation committee and board of directors had formulated our 2021 executive compensation program and, accordingly, our compensation committee and board of directors did not consider the results of the say-on-pay proposal in determining our executive compensation for 2021.NEOs.
ExecutiveSummary Compensation Elements & DecisionsTable
The primary elements of our executive compensation program are:
base salary;
a quarterly performance-based cash bonus program; and
equity incentive awards.
We do not have any formal or informal policy or target for allocating compensation between long-term and short-term compensation, or between cash and non-cash compensation or among different forms of non-cash compensation. Instead, our compensation committee in consultation with our board of directors, and board of directors, with respect to equity incentive awards, establish these allocations for each executive officer annually after reviewing market practices, company performance and each executive’s individual performance.
Base Salary
Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our executive officers. None of our named executive officers is currently party to an employment agreement that provides for automatic or scheduled increases in base salary. Our compensation committee evaluates the base salaries of our executive officers for adjustment on an annual basis, based on a subjective assessment of each executive’s performance, the other components of compensation paid to that executive officer and general compensation trends in our industry.
For 2021, our compensation committee determined to generally maintain the base salaries of our named executive officers at or below the averages for executives holding equivalent offices within our peer group. In making this determination, our compensation committee considered the overall allocation of compensation across the components of our executive compensation program and determined to maintain a greater weighting of compensation in the form of long-term equity as compared to base salaries. The compensation committee also considered the need to continue to retain our named executive officers, who were determined to be critical to our success, as well as our corporate performance, as measured by revenue, revenue growth, operating margin, net margin, market capitalization and total shareholder return, against the performance of the companies in our peer group. Our compensation committee concluded that, on the whole, our business performance in 2020 and into early 2021, was at or above the market median. The compensation committee, in consultation with Compensia, Inc. determined to provide for salary increases between zero and 10%, other than increases in connection with a change in role or title. As a result, in connection with his promotion to chief executive officer in November 2020, our compensation committee raised Mr. Mendal’s salary from $200,000 to $315,000 effective as of May 1, 2021, and in connection with Mr. Graham’s promotion to chief revenue officer, our compensation committee increased Mr. Graham’s salary from $190,000 to $225,000, effective as of March 2021. Mr. Lister’s base salary was established by the compensation committee in consultation with Compensia, Inc. in connection with his hiring as chief marketing officer in 2021. Mr. Lister’s employment with us terminated in September 2021. The table below sets forth salary increases from 2020 to 2021 for all our named executive officers.
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Quarterly Performance-based Cash Bonus Program
We have designed our quarterly performance-based cash bonus program, which is entirely based on the achievement of corporate goals, to emphasize pay-for-performance and reward our named executive officers for our overall company performance.
Award Opportunities. Our compensation committee establishes a target award opportunity for each named executive officer under our performance-based cash bonus program based on competitive market analyses, the desired emphasis on pay at risk and internal equity. Our compensation committee generally establishes target award opportunities, as a percentage of base salary, at approximately the 50th percentile of our peer group. For 2021, after giving effect to salary increases during the year, the target award opportunity for each named executive officer was as follows:
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Performance Metrics, Goals and Weightings. The performance periods for our named executive officers under our performance-based cash bonus program comprise each fiscal quarter of the year and bonus amounts payable under the program are paid out quarterly based on achievement against quarterly performance goals. In April 2021, our compensation committee established the financial performance metrics, goals and weightings for 2021 under the program. The compensation committee assigned a weighting of 100% to variable marketing margin, or VMM, performance in reflection of our focus on expanding VMM, which is the primary financial metric we use to measure the core performance of our marketplace. The compensation committee weighted all of the 2021 performance-based cash bonus opportunity to VMM in an effort to incentivize our leadership team to focus on the efficiency of our marketplace as measured by a return on advertising costs. All of our named executive officers were assigned a 100% weighting to VMM performance, reflecting their shared accountability for corporate results.
The compensation committee established a target performance goal for VMM for each quarter of 2021 with a performance range built around it, with a commensurate increase or decrease in the associated award opportunity. The compensation committee established target quarterly award opportunities for each named executive officer by dividing their total target award opportunity for the year equally across each fiscal quarter. The range of performance goals and associated award opportunities under the program were expressed in the form of achievement thresholds that provided for payouts of 25%, 50%, 75%, 100% and 125% of the target award opportunity for each quarter, except that with respect to the first quarter the minimum achievement threshold was set a level associated with payout at 50% of the target award opportunity for the quarter. If results for a quarter fell below the level associated with the minimum 25% opportunity (or 50% in the case of the first quarter), none of the bonus opportunity for that quarter would be payable. If results for a quarter exceeded the level associated with the maximum 125% opportunity, the bonus opportunity for that quarter would be capped at 125% of the target opportunity for the quarter. The compensation committee believed that a maximum cap would reduce the likelihood of windfalls and make the maximum cost of the program predictable.
The ranges of quarterly performance goals for VMM were established by our compensation committee primarily based on our annual operating plan and our budget for the year. External performance expectations were also considered. The goals for “minimum” level payments were set to reasonable performance levels and would result in only 25% (or 50% in the case of the first quarter) payments, as described above. The goals for “target” level payments reflected our business plan goals and would result in payments at 100% of the opportunity for the quarter. The goals for “maximum” level payments at 125% of the opportunity for the quarter reflected aggressive goals which could be attained only when business results exceeded expectations. The following table sets forth the performance goals for VMM established by the compensation committee for each quarter.
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Finally, the bonus opportunities payable under the program due to achievement of quarterly VMM goals were subject to adjustment to the extent payment of the awards themselves would result in our failure to meet our Adjusted EBITDA margin goal for the quarter. As a result, any bonus opportunities earned by our named executive officers upon achievement of the VMM performance goals for a quarter would be decreased as necessary to achieve our Adjusted EBITDA margin goal for the quarter, or decreased entirely, if a partial award would still prevent us from meeting our Adjusted EBITDA margin goal for the quarter. Our Adjusted EBITDA margin goals for 2021 were 5.9% for the first quarter, 6.1% for the second quarter, 7.0% for the third quarter and 8.0% for the fourth quarter.
Performance Against Goals and Bonus Payments. The following table sets forth our actual VMM results for each quarter of 2021, the resulting percentage of the award opportunity payable in respect of such quarter under the program due to such achievement, our actual Adjusted EBITDA margin for each quarter, the resulting downward adjustment, if any, that was made to the bonus opportunities to the quarter to allow us to meet our Adjusted EBITDA margin goal for the quarter and the final percentage of the award opportunity for the quarter that was payable to each of our named executive officers.
Fiscal Quarter of 2021 | VMM Achieved | Percentage of Award Opportunity Payable Based on VMM Achievement | Adjusted EBITDA Margin Achieved | Downward Adjustment to Award Opportunity Due to Adjusted EBITDA Margin | Percentage of Award Opportunity Payable | |||||||||||||||
Q1 | $ | 31.4 million | — | 4.6 | % | — | — | |||||||||||||
Q2 | $ | 32.8 million | 50 | % | 6.3 | % | — | 50 | % | |||||||||||
Q3 | $ | 32.4 million | — | 2.5 | % | — | — | |||||||||||||
Q4 | $ | 33.0 million | — | 0.5 | % | — | — | |||||||||||||
The following table sets forth the target quarterly bonus opportunities for each named executive officer, the percentage of the award opportunity payable with respecttotal compensation paid to each quarter based on actual achievement calculated as shown in the table above and the resulting payments made to theour named executive officers underfor the program.years presented.
Name | Q1 Target Bonus Opportunity | Percentage of Q1 Opportunity Payable | Q1 Bonus Payment | Q2 Target Bonus Opportunity | Percentage of Q2 Opportunity Payable | Q2 Bonus Payment | Q3 Target Bonus Opportunity | Percentage of Q3 Opportunity Payable | Q3 Bonus Payment | Q4 Target Bonus Opportunity | Percentage of Q4 Opportunity Payable | Q4 Bonus Payment | Total 2021 Bonus Payments | |||||||||||||||||||||||||||||||||||||||
Jayme Mendal | $ | 50,000 | — | — | $ | 50,000 | 50 | % | $ | 25,000 | $ | 50,000 | — | — | $ | 50,000 | — | — | $ | 25,000 | ||||||||||||||||||||||||||||||||
John Wagner | $ | 50,000 | — | — | $ | 50,000 | 50 | % | $ | 25,000 | $ | 50,000 | — | — | $ | 50,000 | — | — | $ | 25,000 | ||||||||||||||||||||||||||||||||
David Brainard | $ | 43,750 | — | — | $ | 43,750 | 50 | % | $ | 21,875 | $ | 43,750 | — | — | $ | 43,750 | — | — | $ | 21,875 | ||||||||||||||||||||||||||||||||
David Mason | $ | 50,000 | — | — | $ | 50,000 | 50 | % | $ | 25,000 | $ | 50,000 | — | — | $ | 50,000 | — | — | $ | 25,000 | ||||||||||||||||||||||||||||||||
Nicholas Graham | $ | 50,000 | — | — | $ | 50,000 | 50 | % | $ | 25,000 | $ | 50,000 | — | — | $ | 50,000 | — | — | $ | 25,000 | ||||||||||||||||||||||||||||||||
Craig Lister(1) | $ | 50,000 | — | — | $ | 50,000 | 50 | % | $ | 25,000 | $ | 50,000 | — | — | — | — | — | $ | 25,000 | |||||||||||||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||||||||||||
Jayme Mendal President and Chief Executive Officer | 2022 | 317,300 | 891,710 | 1,347,856 | 225,000 | 4,406 | (4) | 2,786,272 | ||||||||||||||||||||
| 2021 | 272,981 | 1,116,310 | — | 25,000 | 4,274 | (4) | 1,418,565 | |||||||||||||||||||||
John Wagner Chief Financial Officer and Treasurer | 2022 | 302,300 | 1,354,565 | 164,000 | 150,000 | 9,411 | (4) | 1,980,276 | ||||||||||||||||||||
| 2021 | 300,000 | 1,028,872 | — | 25,000 | 7,860 | (4) | 1,361,732 | |||||||||||||||||||||
David Brainard Chief Technology Officer | 2022 | 302,300 | 475,745 | 201,700 | 131,250 | 4,204 | (4) | 1,115,199 | ||||||||||||||||||||
| 2021 | 268,269 | 2,221,997 | — | 21,875 | 2,975 | (4) | 2,515,116 | |||||||||||||||||||||
David Mason(5) General Counsel | 2022 | 250,244 | 1,082,610 | 164,000 | 150,000 | 8,005 | (4) | 1,654,859 | ||||||||||||||||||||
| 2021 | 300,000 | 684,583 | — | 25,000 | 6,937 | (4) | 1,016,520 | |||||||||||||||||||||
| (1) |
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Equity Incentive Awards
Our equity award program is the primary vehicle for offering long-term incentives to our executives. Under our 2018 Plan, our employees, including our executive officers, are eligible to receive grants of stock options, stock appreciation rights, restricted stock awards, RSUs and other stock-based awards at the discretion of our board of directors.
We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe the vesting features of our equity grants further our goal of executive retention because these features provide incentives to our executive officers to remain in our employment during the vesting periods.
In determining the size of equity grants to our employees, including our executive officers, our board of directors, with recommendations from our compensation committee, considers the comparative long term incentive compensation and share ownership levels of employees in our peer group, our corporate performance, the applicable employee’s individual performance, the amount of equity previously awarded to the employee, the vesting terms of such awards and the recommendations of management. In assessing our corporate performance for the purposes of determining the sizes of equity grants to be made, our board of directors evaluates our corporate performance, considering metrics such as revenue, revenue growth, operating margin, net margin, market capitalization, and total shareholder return, as well as the performance of the companies in our peer group.
We typically make an initial equity award to new executive officers in connection with the start of their employment. We also typically make equity awards to our executives and certain other employees at the beginning of each year, considering both our performance and the individual executive’s or employee’s performance during the prior year. Annual grants of equity awards, including those to executives, are generally recommended by our compensation committee and reviewed and approved by our board of directors. Since our initial public offering in 2018, the equity awards we have granted to our executives and other employees have generally been RSUs that vest in equal quarterly installments over the four years following the grant date.
In determining equity incentive compensation awards made in 2021, our board of directors took into account our board’s subjective assessment that our overall corporate performance had been strong in 2020 and that each of Messrs. Mendal, Wagner, Brainard, Mason, and Graham had performed well. Since Mr. Lister’s employment commenced in December 2020, he was not granted an equity award as part of our regular annual grants. Instead, he received an equity award in connection with his initial hire the amount of which was based upon our board’s assessment of his industry experience and expertise, as well as new hire grants for competitive positions in the market.
| (2) | The amounts reported reflect the cash incentive amounts earned by the executives under our executive bonus plan. |
| (3) | Consists of benefits made available to employees generally and includes matching 401(k) contributions, company paid life insurance premiums and company paid parking in excess of tax-deductible amounts. |
| (4) | Consists of benefits made available to employees generally includes matching 401(k) contributions, company paid life insurance premiums and company paid parking in excess of taxable amounts. |
| (5) | Mr. Mason’s employment with us ended in October 2022. |
In determining annual equity award grants made to our named executive officers other than Mr. Lister, our board of directors evaluated the named executive officer’s individual performance on a subjective basis without reference to any specific metric. Our board of directors also assessed the equity incentive granting practices of our peer group, based on analyses prepared by the compensation committee with the assistance of Compensia, Inc., the compensation committee’s compensation consultant. In addition to these considerations, the equity incentive award provided to Mr. Graham, also reflected Mr. Graham’s promotion to chief revenue officer in November 2020.Outstanding Equity Awards at Fiscal Year-End
In light of these factors, our board of directors awarded RSUs to our named executive officers in early 2021. The RSUs are generally scheduled to vest in equal quarterly installments over the four years. The following table sets forth the aggregate numberinformation regarding outstanding equity awards held as of RSUs granted to each ofDecember 31, 2022 by our named executive officers in 2021, as well as the vesting commencement date and vesting period with respect to each award:officers.
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Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards; number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | ||||||||||||||||||||||||
Jayme Mendal | 10/18/2017(1) | 125,880 | $ | 6.96 | 10/17/2027 | |||||||||||||||||||||||||||
| 6/11/2019(2) | 100,000 | $ | 1,474,000 | |||||||||||||||||||||||||||||
| 2/20/2020(3) | 265,554 | $ | 45.17 | 2/19/2030 | ||||||||||||||||||||||||||||
| 2/11/2022(4) | 56,833 | $ | 837,718 | |||||||||||||||||||||||||||||
| 2/11/2022(5) | 125,033 | $ | 15.69 | 2/10/2032 | ||||||||||||||||||||||||||||
John Wagner | 4/2/2014(6) | 17,502 | $ | 1.61 | 4/1/2024 | |||||||||||||||||||||||||||
| 1/11/2016(7) | 3,056 | $ | 6.88 | 1/10/2026 | ||||||||||||||||||||||||||||
| 6/11/2019(8) | 6,250 | $ | 92,125 | |||||||||||||||||||||||||||||
| 2/20/2020(9) | 10,737 | $ | 158,263 | |||||||||||||||||||||||||||||
| 3/8/2021(10) | 13,266 | $ | 195,541 | |||||||||||||||||||||||||||||
| 02/11/2022(11) | 70,146 | $ | 1,033,952 | |||||||||||||||||||||||||||||
| 06/28/2022(12) | 3,125 | 21,875 | $ | 9.41 | 6/27/2032 | |||||||||||||||||||||||||||
David Brainard | 2/13/2020(13) | 14,261 | $ | 210,207 | ||||||||||||||||||||||||||||
| 2/23/2021(14) | 16,724 | $ | 246,512 | |||||||||||||||||||||||||||||
| 10/27/2021(15) | 26,667 | $ | 393,072 | |||||||||||||||||||||||||||||
| 2/11/2022(16) | 10,292 | $ | 151,704 | |||||||||||||||||||||||||||||
| 6/28/2022(17) | 3,125 | 21,875 | $ | 9.41 | 6/27/2032 | |||||||||||||||||||||||||||
| 10/24/2022(18) | 50,000 | $ | 737,000 | |||||||||||||||||||||||||||||
| 10/24/2022(19) | 10,000 | $ | 5.54 | 10/23/2032 | ||||||||||||||||||||||||||||
David Mason | 1/11/2016(20) | 20,000 | $ | 6.88 | 9/14/2023 | |||||||||||||||||||||||||||
| 6/28/2022(21) | 1,562 | $ | 9.41 | 9/14/2023 | ||||||||||||||||||||||||||||
| (1) |
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| (2) | These restricted stock units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest in equal quarterly installments over seven years from the grant date, subject to continued service with us through each applicable vesting date, with the first installment having vested on August 25, 2019. |
| (3) | This performance stock option represents the right to purchase shares of our Class A common stock upon the achievement of certain market and performance conditions. The vesting of the performance option is subject to the achievement of certain value-weighted average price targets of the Class A common stock and the achievement of a performance condition of both trailing twelve months revenue and variable marketing dollar targets as determined based on our most recent financial statements filed with the Securities and Exchange Commission, or the SEC, provided that if the performance condition is not immediately satisfied, it may later be satisfied by determining achievement of both trailing twelve month targets based on any future financial statements filed by us with the SEC where the twelve month period measured includes the date on which the price target was achieved for the applicable shares. The price target and performance condition are measured monthly, and the performance option will vest with respect to 25% of the shares |
| underlying the award on the first date both the price target and the performance condition are met. After the initial vesting of the performance option, the performance option will vest in additional 25% tranches at each time the target price and performance condition are met as measured on each anniversary of the initial vesting date. If the target price or market condition are not satisfied for any of the subsequent three annual vesting tranches, achievement will be reassessed monthly thereafter until the earlier of such time that the target price and the market condition are satisfied until the performance option is fully vested or the award terminates. If the initial target price is not achieved by February 20, 2024, the performance option will terminate on such date. Vesting is further subject to Mr. Mendal’s continued service through the applicable vesting date as our chief executive officer. In the event of a change of control at a price per share greater than or equal to the price target, the market condition and the performance condition will be considered satisfied, and the performance option will vest with respect to 25% of the number of shares originally underlying the award. If Mr. Mendal’s employment is terminated without cause or for good reason within one year after or six months prior to a change of control that results in a vesting of the award, the performance option will vest in full and Mr. Mendal will have 12 months following his termination date to exercise the performance option. |
| (4) | The shares of our Class A common stock subject to this award are scheduled to vest in equal annual installments over four years from January 1 2022, subject to continued service with us through each applicable vesting date. |
| (5) | The shares of our Class A common stock subject to this option are scheduled to vest in equal annual installments over four years from January 1 2022, subject to continued service with us through each applicable vesting date. |
| (6) | The shares of our Class B common stock subject to this option were fully vested as of April 2, 2018. |
| (7) | The shares of our Class B common stock subject to this option are scheduled to vest in equal monthly installments over six years commencing on December 31, 2015, subject to continued service with us through each applicable vesting date. |
| (8) | These restricted stock units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest in equal quarterly installments over four years from the grant date, subject to continued service with us through each applicable vesting date, with the first installment having vested on August 25, 2019. |
| (9) | The shares of our Class A common stock subject to this award are scheduled to vest in quarterly installments over four years—15% after year 1, 15% after year 2, 30% after year 3, and 40% after year 4, commencing after February 20, 2020, subject to continued service with us through each applicable vesting date. |
| (10) | The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1, 2021, |
| (11) | The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1, 2022, subject to continued service with us through each applicable vesting date. |
| (12) | The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from May 20, 2022, subject to continued service with us through each applicable vesting date. |
| (13) | The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from February 13, 2020, subject to continued service with us through each applicable vesting date |
| (14) | The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from February 15, 2021, subject to continued service with us through each applicable vesting date. |
| (15) | The shares of our Class A common stock subject to this award vested as |
| (16) | The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1, 2022, subject to continued service with us through each applicable vesting date. |
| (17) | The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from May 20, 2022, subject to continued service with us through each applicable vesting date. |
| (18) | The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over two years from November 20, 2022, subject to continued service with us through each applicable vesting date. |
| (19) | The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over two years from November 20, 2024, subject to continued service with us through each applicable vesting date. |
| (20) | The shares of our Class B common stock subject to this option were |
| (21) | The shares of our |
Our board of directors established a vesting period of one year in equal quarterly installments for the RSUs granted to Mr. Mendal on April 28, 2021 to serve as a mechanism to align Mr. Mendal’s near-term compensation with overall company performance, while simultaneously providing our board of directors additional time to develop a long-term compensation philosophy for Mr. Mendal in light of his recent promotion to chief executive officer. Our board of directors made a grant of 53,333 RSUs to Mr. Brainard on October 27, 2021, outside of our regular annual equity award granting process as a retention mechanism considering recent declines in the value of our stock. Our board established a vesting period of two years with vesting occurring in equal quarterly installments for this award to align Mr. Brainard’s compensation with overall company performance, while increasing his near-term compensation and at the same time providing flexibility to evaluate and implement additional long-term incentive compensation in future years. This October 2021 award to Mr. Brainard served to supplement the award that Mr. Brainard received in March 2022 as part of our annual 2022 compensation review process.
At the discretion of our board of directors, we expect to continue to approve new equity awards annually to our executives consistent with our overall incentive compensation program objectives.
Severance and Change in Control Benefits
We have entered into employment offer letters and agreements with our executive officers that, in certain cases, provide for severance and other benefits upon termination. In addition, in accordance with the terms of our 2008 Stock Incentive Plan (our “2008 Plan”) and our 2018 Plan, our board of directors has discretion to take certain actions in connection with specified corporate events that may provide benefits our executive officers and employees. We have provided more detailed information about these benefits below under “—Employment Offer Letters and Agreements” and “—Potential Payments upon Termination or Change in Control.”
We believe that these additional benefits are reasonable and consistent with the objectives of our executive compensation program and with market practice among the companies with which we compete for executive talent.
Other Benefits
In addition to base salary, annual cash incentive bonuses, equity incentive awards and severance and change in control benefits, our executive officers receive certain perquisite and other benefits that are made available to employees generally, including matching 401(k) contributions, company paid life insurance premiums and company paid parking in excess of tax deductibletax-deductible amounts.
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 activities that are designed to hedge or offset any decrease in the market value of our securities. For additional detail, see “Directors, Executive Officers and Corporate Governance—Anti-Hedging Policy.”
Stock Ownership Policy
In February 2022, we adopted stock ownership guidelines for our non-employee directors, chief executive officer and other named executive officers. Our non-employee directors, chief executive officer and other named executive officers are required to own shares of our Class A and Class B common stock with a value equal to at least the following:
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Each individual has five years from the later of the date of adoption of these guidelines or the date of appointment of the individual as a director or a named executive officer of EverQuote to achieve the required ownership levels. We believe that these guidelines promote the alignment of the long-term interests of our named executive officers and members of our board of directors with our stockholders. Under our stock ownership guidelines, only shares owned outright count toward the satisfaction of the ownership guidelines. Subject to the phase in periods, the non-employee directors, chief executive officer and other named executive officers are currently compliant with the stock ownership guidelines.
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021.
Respectfully submitted by the members of the compensation committee of the board of directors:
Mira Wilczek (Chair)
Paul Deninger
John Lunny
The following table sets forth the total compensation paid to our named executive officers for the years presented.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total | ||||||||||||||||||||||||
Jayme Mendal(3) | 2021 | 272,981 | — | 1,116,310 | — | 25,000 | 4,274 | (4) | 1,418,565 | |||||||||||||||||||||||
President and Chief | 2020 | 200,000 | — | — | 4,048,371 | 137,500 | 4,434 | (4) | 4,390,305 | |||||||||||||||||||||||
Executive Officer | 2019 | 200,000 | — | 2,498,000 | — | 205,000 | 4,752 | (4) | 2,907,752 | |||||||||||||||||||||||
John Wagner | 2021 | 300,000 | — | 1,028,872 | — | 25,000 | 7,860 | (4) | 1,361,732 | |||||||||||||||||||||||
Chief Financial | 2020 | 300,000 | 150,000 | 1,020,978 | — | 200,000 | 8,640 | (4) | 1,679,618 | |||||||||||||||||||||||
Officer and Treasurer | 2019 | 295,289 | — | 624,500 | — | — | 6,280 | (4) | 926,069 | |||||||||||||||||||||||
David Brainard | 2021 | 268,269 | — | 2,221,997 | — | 21,875 | 2,975 | (4) | 2,515,116 | |||||||||||||||||||||||
Chief Technology | 2020 | 250,000 | 3,000 | 2,299,974 | — | — | 3,052 | (4) | 2,556,026 | |||||||||||||||||||||||
Officer | ||||||||||||||||||||||||||||||||
David Mason | 2021 | 300,000 | — | 684,583 | — | 25,000 | 6,937 | (4) | 1,016,520 | |||||||||||||||||||||||
General Counsel and Secretary | ||||||||||||||||||||||||||||||||
Nicholas Graham | 2021 | 215,577 | — | 1,882,441 | — | 25,000 | 3,722 | (4) | 2,126,740 | |||||||||||||||||||||||
Chief Revenue Officer | ||||||||||||||||||||||||||||||||
Craig Lister(5) | 2021 | 180,769 | 200,000 | 2,426,805 | — | 25,000 | 166,131 | (4)(7) | 2,998,705 | |||||||||||||||||||||||
Former Chief Marketing Officer | ||||||||||||||||||||||||||||||||
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Grants of Plan-Based Awards Table
The following table sets forth information regarding grants of compensation in the form of plan-based awards during the year ended December 31, 2021 to our named executive officers. All equity awards were granted under our 2018 Plan.
| Estimated possible payouts under non-equity incentive plan awards | All other stock awards; number of shares of stock or units (#)(2) | Grant date fair value of stock and option awards ($)(3) | ||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | ||||||||||||||||||||
Jayme Mendal | 4/28/2021 | 31,000 | $ | 1,116,310 | ||||||||||||||||||||
| $ | 62,500 | $ | 200,000 | $ | 250,000 | |||||||||||||||||||
John Wagner | 3/8/2021 | 26,531 | $ | 1,028,872 | ||||||||||||||||||||
| $ | 62,500 | $ | 200,000 | $ | 250,000 | |||||||||||||||||||
David Brainard | 2/23/2021 | 29,730 | $ | 1,479,068 | ||||||||||||||||||||
| 10/27/2021 | 53,333 | $ | 742,929 | |||||||||||||||||||||
| $ | 54,688 | $ | 175,000 | $ | 218,750 | |||||||||||||||||||
David Mason | 3/8/2021 | 17,653 | $ | 684,583 | ||||||||||||||||||||
| $ | 62,500 | $ | 200,000 | $ | 250,000 | |||||||||||||||||||
Nicholas Graham | 2/23/2021 | 37,838 | $ | 1,882,441 | ||||||||||||||||||||
| $ | 62,500 | $ | 200,000 | $ | 250,000 | |||||||||||||||||||
Craig Lister | 2/23/2021 | 48,780 | $ | 2,426,805 | ||||||||||||||||||||
| $ | 62,500 | $ | 200,000 | $ | 250,000 | |||||||||||||||||||
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Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information regarding outstanding equity awards held as of December 31, 2021 by our named executive officers.
Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards; number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) | ||||||||||||||||||||||||||||||
Jayme Mendal | 10/18/2017 | (2) | 125,880 | $ | 6.96 | 10/17/2029 | ||||||||||||||||||||||||||||||||||
| 6/28/2018 | (3) | 7,197 | $ | 112,705 | ||||||||||||||||||||||||||||||||||||
| 6/28/2018 | (4) | 3,598 | $ | 56,345 | ||||||||||||||||||||||||||||||||||||
| 6/11/2019 | (5) | 128,572 | $ | 2,013,438 | ||||||||||||||||||||||||||||||||||||
| 2/20/2020 | (6) | 265,554 | $ | 45.17 | 2/19/2030 | |||||||||||||||||||||||||||||||||||
| 4/28/2021 | (7) | 7,750 | $ | 121,365 | ||||||||||||||||||||||||||||||||||||
John Wagner | 4/2/2014 | (8) | 37,502 | $ | 1.61 | 4/1/2024 | ||||||||||||||||||||||||||||||||||
| 1/11/2016 | (9) | 3,056 | $ | 6.88 | 1/10/2026 | |||||||||||||||||||||||||||||||||||
| 10/4/2016 | (10) | 6,000 | $ | 93,960 | ||||||||||||||||||||||||||||||||||||
| 6/28/2018 | (11) | 3,598 | $ | 56,345 | ||||||||||||||||||||||||||||||||||||
| 6/28/2018 | (12) | 7,197 | $ | 112,705 | ||||||||||||||||||||||||||||||||||||
| 8/1/2018 | (13) | 9,375 | $ | 146,813 | ||||||||||||||||||||||||||||||||||||
| 6/11/2019 | (14) | 18,750 | $ | 293,625 | ||||||||||||||||||||||||||||||||||||
| 2/20/2020 | (15) | 16,670 | $ | 261,052 | ||||||||||||||||||||||||||||||||||||
| 3/8/2021 | (16) | 19,899 | $ | 311,618 | ||||||||||||||||||||||||||||||||||||
David Brainard | 2/13/2020 | (17) | 28,522 | $ | 446,655 | |||||||||||||||||||||||||||||||||||
| 2/23/2021 | (18) | 24,156 | $ | 378,283 | ||||||||||||||||||||||||||||||||||||
| 10/27/2021 | (19) | 53,333 | $ | 835,195 | ||||||||||||||||||||||||||||||||||||
David Mason | 1/11/2016 | (9) | 20,000 | $ | 6.88 | 1/10/2026 | ||||||||||||||||||||||||||||||||||
| 10/4/2016 | (10) | 4,000 | $ | 62,640 | ||||||||||||||||||||||||||||||||||||
| 6/28/2018 | (11) | 3,598 | $ | 56,345 | ||||||||||||||||||||||||||||||||||||
| 6/28/2018 | (12) | 7,197 | $ | 112,705 | ||||||||||||||||||||||||||||||||||||
| 8/1/2018 | (13) | 9,375 | $ | 146,813 | ||||||||||||||||||||||||||||||||||||
| 2/20/2020 | (15) | 12,882 | $ | 201,732 | ||||||||||||||||||||||||||||||||||||
| 3/8/2021 | (16) | 13,240 | $ | 207,338 | ||||||||||||||||||||||||||||||||||||
Nicholas Graham | 5/1/2018 | (20) | 666 | 667 | $ | 10.42 | 4/30/2028 | |||||||||||||||||||||||||||||||||
| 11/6/2018 | (21) | 6,250 | $ | 97,875 | ||||||||||||||||||||||||||||||||||||
| 2/23/2021 | (22) | 30,744 | $ | 481,451 | ||||||||||||||||||||||||||||||||||||
Craig Lister(23) | ||||||||||||||||||||||||||||||||||||||||
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Option Exercises and Stock Vested Table
The following table sets forth information concerning the number of shares acquired and the value realized on exercise of stock options and vesting of stock awards during the year ended December 31, 2021 by each of our named executive officers.
| Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired On Exercise (#) | Value Realized On Exercise ($) | Number of Shares Acquired On Vesting (#) | Value Realized On Vesting ($) | ||||||||||||
John Wagner | 33,385 | $ | 1,159,933 | 73,417 | $ | 2,236,213 | ||||||||||
Jayme Mendal | — | — | 66,215 | $ | 1,847,138 | |||||||||||
David Brainard | — | — | 19,835 | $ | 534,305 | |||||||||||
David Mason | 20,317 | $ | 271,919 | 57,927 | $ | 1,827,496 | ||||||||||
Nicholas Graham | 12,667 | $ | 139,988 | 13,344 | $ | 339,066 | ||||||||||
Craig Lister | — | — | 20,325 | $ | 482,231 | |||||||||||
Employment Offer Letters and Agreements
Jayme Mendal
On July 31, 2017, we entered into an offer letter with Jayme Mendal, who currently serves as our president and chief executive officer. The offer letter provides for Mr. Mendal’s at-will employment, beginning September 4, 2017, and sets forth his initial annual base salary an initial sign-on bonus of $39,200, target bonus and initial option grants, as well as his eligibility to participate in our benefit plans generally. Under the terms of his offer letter, Mr. Mendal’s annualcurrent base salary was $200,000,is $375,000 and he is eligible to receive a discretionary cash annual target bonus of $200,000$375,000 based on the achievement of agreed upon targets. Mr. Mendal’s current base salary is $315,000. Mr. Mendal is subject to our standard Employee Agreement Regarding Inventions, Confidentiality and Non-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 and non-competition for 18 months post-termination.
John Wagner
On March 17, 2014, we entered into an employment agreement with John Wagner, who currently serves as our chief financial officer and treasurer. The employment agreement provides for Mr. Wagner’s at-will employment, beginning March 17, 2014, and sets forth his initial annual base salary as well as his eligibility to participate in our benefit plans generally. Mr. Wagner’s current annual base salary is $300,000. In March 2019, Mr. Wagner was awarded a retention bonus of $150,000, contingent upon his remaining an employee in good standing until March 2020,$330,000 and this bonus was paid in March 2020. For fiscal year 2020, Mr. Wagner washe is eligible to receive a discretionary cash annual target bonus of up to $200,000$300,000 based uponon the achievement of agreed upon targets. Mr. Wagner is also eligible to receive the same bonus amount in 2021 based upon the achievement of agreed upon targets. Mr. Wagner is subject to an employee non-disclosure, non-solicitation and invention assignment agreement. In the event that Mr. Wagner’s employment with us is terminated without cause or he resigns for good reason, each as defined in his employment agreement, then, subject to and contingent upon Mr. Wagner’s execution, delivery and non-revocation (if applicable) of a general release in a form satisfactory to us within 60 days after the termination date, Mr. Wagner 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. Wagner’s stock option agreements or other equity award agreements and (iii) continuation of welfare benefit plans for 12 months following his termination date. Mr. Wagner is subject to our standard Employee Agreement Regarding Inventions, Confidentiality and Non-Competition pursuant to which Mr. Wagner is subject to covenants for confidentiality in perpetuity, non-solicitation of employees and customers for 24 months post-termination and non-competition for 18 months post-termination.
David Brainard
On November 8, 2019, we entered into an offer letter with David Brainard, who currently serves as our chief technology officer. The offer letter provides for Mr. Brainard’s at-will employment, beginning December 9, 2019, and sets forth his initial annual base salary, an initial sign-on bonus of $100,000, target bonus and initial grant of restricted stock units, as well as his eligibility to participate in our benefit plans generally. Mr. Brainard’s current annual base salary is $300,000, and he is eligible to receive a discretionary cash annual target bonus of $175,000 based on the achievement of agreed upon targets. Mr. Brainard is subject to our standard Employee Non-Competition and Non-Solicitation Agreement as well as our standard Invention and Non-Disclosure Agreement, and pursuant to these agreements, Mr. Brainard is subject to covenants for confidentiality in perpetuity, non-solicitation of employees and customers for 24 months post-termination and non-competition for 12 months post-termination.
David Mason
On February 3, 2014, we entered into an employment agreement with David Mason, who currently serves as our general counsel and secretary. The employment agreement provides for Mr. Mason’s at-will employment, beginning February 3, 2014, and sets forth his initial annual base salary as well as his eligibility to participate in our benefit plans generally. Mr. Mason’sBrainard’s current annual base salary is $300,000. Mr. Mason is subject to an employee non-disclosure, non-solicitation and invention assignment agreement. In the event that Mr. Mason’s employment with us is terminated without cause or he resigns for good reason, each as defined in his employment agreement, then, subject to and contingent upon Mr. Mason’s execution, delivery and non-revocation (if applicable) of a general release in a form satisfactory to us within 60 days after the termination date, Mr. Mason 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’s stock option agreements or other equity award agreements and (iii) continuation of welfare benefit plans for 12 months following his termination date.
Nicholas Graham
On November 14, 2017, we entered into an offer letter with Nicholas Graham, who currently serves as our chief revenue officer. The offer letter provides for Mr. Graham’s at-will employment, beginning January 2, 2018, and sets forth his initial annual base salary, an initial sign-on bonus of $40,000, target bonus and initial grant of stock options, as well as his eligibility to participate in our benefit plans generally. Mr. Graham’s current annual base salary is $225,000,$330,000, and he is eligible to receive a discretionary cash annual target bonus of $200,000$250,000 based on the achievement of agreed upon targets. Mr. GrahamBrainard is subject to our standard employeeEmployee non-disclosure, non-solicitationNon-Competition and invention assignment agreement,Non-Solicitation Agreement as well as our standard Invention and Non-Disclosure Agreement, and pursuant to this agreement,these agreements, Mr. GrahamBrainard is subject to covenants for confidentiality in perpetuity, non-solicitation of employees and customers for 24 months post-termination and non-competition for 18 months post-termination.
Craig Lister
On December 28, 2020, we entered into an offer letter with Craig Lister, to serve as our chief marketing officer. The offer letter provided for Mr. Lister’s at-will employment, beginning December 28, 2020, and set forth his initial annual base salary, an initial sign-on bonus of $200,000, target bonus and initial grant of restricted stock units, as well as his eligibility to participate in our benefit plans generally. Mr. Lister’s employment with us ended in September 2021. Mr. Lister continues to be subject to our standard Employee Non-Solicitation
Agreement as well as our standard Invention and Non-Disclosure Agreement, and pursuant to these agreements, Mr. Lister is also subject to covenants for confidentiality in perpetuity, non-solicitation of employees and customers for 2412 months post-termination.
Potential Payments upon Termination or Change in Control
Upon or in anticipation of a sale event, our 2008 Plan and all outstanding awards under our 2008 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 our 2008 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 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 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 above in “—Employment Offer Letters and Agreements,” we have also agreed to provide certain severance benefits to John Wagner, our chief financial officer and treasurer, and David Mason, our general counsel and secretary, in the event theirhis employment with us is terminated without cause or they resignhe resigns for good reason. In addition, as discussed above under “—Outstanding Equity Awards at Fiscal Year-End,” we have granted a stock option to Mr. Mendal to purchase up to 265,554 shares of our Class A common stock at a price of $45.17 per share that has the potential to vest with respect to 25% of the shares subject thereto in the event of a change of control at a price per share greater than or equal to the price target specified in the option, or with respect to all of the shares subject thereto in the event that Mr. Mendal’s employment is terminated without cause or for good reason within one year after or six months prior to a change of control that results in a vesting of the award. Mr. Lister’s equity award agreement with us provided that in the event of a change of control within 12 months of his hire date, 25% of Mr. Lister’s total equity award would vest. In addition, in the event Mr. Lister was terminated without cause within 12 months following a change of control, all of Mr. Lister’s then-unvested equity would vest if the change of control was within 18 months of his hire date, and 50% of his then-unvested equity, would vest if the change of control was more than 18 months after his hire date.
The table below sets forth the benefits potentially payable to each named executive officer in the event of the termination of such officer without cause or the resignation of such officer for good reason. These amounts are calculated on the assumption that the employment termination took place on December 31, 2021,2022, and excludes additional vesting of options that were out of the money on December 31, 2021. The exercise price of Mr. Mendal’s option to purchase up to 265,554 shares of our Class A common stock exceeded the closing price of our Class A common stock on December 31, 2021, accordingly we have ascribed no value to the acceleration of the vesting of such option to which Mr. Mendal could be entitled in connection with a change of control, as well as upon the termination of his employment without cause or for good reason in connection with such change of control.2022.
Name | Severance Payments ($) | Continuation of Welfare Benefit Plans ($) | Value of Additional Vested Equity Awards ($) | |||||||||
Jayme Mendal | — | — | — | |||||||||
John Wagner | $ | 300,000 | $ | 22,300 | — | |||||||
David Brainard | — | — | — | |||||||||
Nicholas Graham | — | — | — | |||||||||
David Mason | $ | 300,000 | $ | 22,300 | — | |||||||
Craig Lister(1) | $ | 9,615 | — | $ | 162,112 | |||||||
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Pursuant to applicable SEC rules, presented below is the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
In identifying our median employee, we calculated the annual base pay of each employee for the twelve-month period that ended on December 31, 2021. Base salary, including overtime pay, was calculated using internal payroll and records.
We selected the median employee from a group of 579 full-time, part-time, temporary and seasonal workers who were employed as of October 1, 2021. We selected the first business day after the beginning of the three month period before the end of our fiscal year to compile the required employee information. We did not include independent contractors or leased workers in our employee population for purposes of making our determination. We also excluded 136 employees who joined our company as part of our acquisitions of Parachute Insurance Services Corp (74 employees), Kanopy Insurance Center, LLC (24 employees), and Policy Fuel, LLC (38 employees), each of which closed during fiscal 2021.
As disclosed in the Summary Compensation Table appearing on page 32, the 2021 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $1,418,565. The 2021 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $94,637. Based on the foregoing, our estimate of the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2021 is 15 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies.
Name | Severance Payments ($) | Continuation of Welfare Benefit Plans ($) | Value of Additional Vested Equity Awards ($) | |||||||||
Jayme Mendal | — | — | — | |||||||||
John Wagner | $ | 302,000 | $ | 22,300 | — | |||||||
David Brainard | — | — | — | |||||||||
Equity Compensation Plan Information
Our equity compensation plan consists of our 2008 Plan and our 2018 Plan. Prior to our IPO, we granted awards under our 2008 Plan. Following our IPO, any remaining shares available for issuance under our 2008 Plan were added to the share reserves under our 2018 Plan.
The following table shows certain information concerning all of our equity compensation plans in effect as of December 31, 2021:
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights(1) | Number of securities remaining available for future issuance under equity compensation plans | ||||||||||
Equity compensation plans approved by security holders | ||||||||||||
2008 Stock Incentive Plan | 1,180,835 | $ | 7.42 | — | ||||||||
2018 Equity Incentive Plan | 358,738 | $ | 14.75 | 1,730,218 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 1,539,573 | $ | 7.95 | 1,730,218 | ||||||||
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We maintain a retirement plan for the benefit of our employees, including our named executive officers. The plan is intended to qualify as a tax-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”“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.
Employee Benefits and Perquisites
Our named executive officers are eligible to participate in our health and welfare plans to the same extent as all full-time employees.
The following table shows certain information concerning all of our equity compensation plans in effect as of December 31, 2022:
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights(1) | Number of securities remaining available for future issuance under equity compensation plans | ||||||||||
Equity compensation plans approved by security holders | ||||||||||||
2008 Stock Incentive Plan | 1,024,455 | $ | 7.48 | — | ||||||||
2018 Equity Incentive Plan | 1,047,783 | $ | 9.35 | 1,518,804 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
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Total | 2,072,238 | $ | 8.16 | 1,518,804 | ||||||||
| (1) | The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the shares of our common stock underlying restricted stock units, which have no exercise price. |
Under our non-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 thatdirectors who 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, each non-employee director thatdirector who 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 the non-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.
Each non-employee director thatdirector who 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 or compensation committee of our board of directors, consisting of annual cash retainers paid quarterly in arrears, as set forth in the table below.
| Position | Retainer | |||
Board member | $ | 30,000 | ||
Audit committee chair | $ | 20,000 | ||
Audit committee member | $ | 10,000 | ||
Compensation committee chair | $ | 12,000 | ||
Compensation committee member | $ | 5,000 | ||
The following table sets forth information regarding compensation earned by our non-employee directors during the year ended December 31, 2021.2022.
Name | Fees earned or paid in cash ($) | Stock awards ($)(1)(2) | Option awards ($)(2) | Total ($) | Fees earned or paid in cash ($) | Stock awards ($)(1)(2) | Option awards ($)(2) | Total ($) | ||||||||||||||||||||||||
David Blundin | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Sanju Bansal | $ | 40,000 | $ | 124,996 | — | $ | 164,996 | $ | 40,000 | $ | 124,997 | — | $ | 164,997 | ||||||||||||||||||
Paul Deninger | $ | 45,000 | $ | 124,996 | — | $ | 169,996 | $ | 45,000 | $ | 124,997 | — | $ | 169,997 | ||||||||||||||||||
John Lunny | $ | 35,000 | $ | 124,996 | — | $ | 159,996 | $ | 35,000 | $ | 124,997 | — | $ | 159,997 | ||||||||||||||||||
George Neble | $ | 50,000 | $ | 124,996 | — | $ | 174,996 | $ | 50,000 | $ | 124,997 | — | $ | 174,997 | ||||||||||||||||||
John Shields | $ | 40,000 | $ | 124,996 | — | $ | 164,996 | $ | 40,000 | $ | 124,997 | — | $ | 164,997 | ||||||||||||||||||
Mira Wilczek | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| (1) | The values disclosed represent the aggregate grant date fair value of restricted stock units granted to the director, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the restricted stock unit grants reported in this column are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, |
| (2) | The following table sets forth, with respect to each of our non-employee directors, the aggregate number of stock awards and the aggregate number of option awards outstanding as of December 31, |
Name | Stock Awards (#) | Option Awards (#)(3) | Stock Awards (#) | Option Awards (#)(3) | ||||||||||||
David Blundin | — | — | — | — | ||||||||||||
Sanju Bansal | 915 | 20,000 | 6,952 | 20,000 | ||||||||||||
Paul Deninger | 915 | — | 6,952 | — | ||||||||||||
John Lunny | 915 | 20,000 | 6,952 | 20,000 | ||||||||||||
George Neble | 915 | — | 6,952 | — | ||||||||||||
John Shields | 915 | — | 6,952 | — | ||||||||||||
Mira Wilczek | — | 180,000 | — | 180,000 | ||||||||||||
| (3) | The values disclosed represent the aggregate grant date fair value of options to purchase shares granted to the director calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the option grants reported in this column are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer, or PEO, and our non-PEO named executive officers, or Other NEOs, as presented in the Summary Compensation Table, or the SCT Amounts, (ii) the compensation actually paid, or CAP, to our PEO and Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, or the CAP Amounts, (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures.
This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act. The compensation committee does not utilize CAP for compensation considerations and determinations.
Year | Summary Compensation Table Total For PEO (1) | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Other NEOs(2)(3) | Average Compensation Actually Paid to Other NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income/ (Loss) (in thousands) | ||||||||||||||||||
2022 | $ | 2,786,272 | $ | 2,205,651 | $ | 1,583,445 | $ | 1,015,914 | $ | 45.59 | $ | (24,416 | ) | |||||||||||
2021 | $ | 1,418,565 | $ | (4,773,602 | ) | $ | 1,931,340 | $ | (46,047 | ) | $ | 42.91 | $ | (19,434 | ) | |||||||||
| (1) | Jayme Mendal, our chief executive officer and president, was PEO for all years in the table. |
| (2) | For all years in the table, John Wagner, our chief financial officer and treasurer, David Brainard, our chief technology officer, and David Mason, our former general counsel and secretary, who served in this role until October 2022, were Other NEOs. In addition, Nicholas Graham, our former chief revenue officer, and Craig Lister, our former chief marketing officer, were Other NEOs in 2021. |
| (3) | The following table summarizes the adjustments made in accordance with Item 402(v) of Regulation S-K in order to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. |
| 2022 | 2021 | |||||||||||||||
Adjustments† | PEO | Other NEOs* | PEO | Other NEOs* | ||||||||||||
SCT Amounts | $ | 2,786,272 | $ | 1,583,445 | $ | 1,418,565 | $ | 1,931,340 | ||||||||
(Subtraction): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | $ | (2,239,566 | ) | (1,147,540 | ) | (1,116,310 | ) | (1,648,940 | ) | |||||||
Addition: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 2,085,548 | 845,560 | 114,235 | 326,131 | ||||||||||||
Addition (Subtraction): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (174,577 | ) | (26,958 | ) | (4,969,705 | ) | (551,637 | ) | ||||||||
Addition: Vesting date fair value of awards granted and vested during the covered fiscal year | — | 135,093 | 505,688 | 208,574 | ||||||||||||
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | (139,321 | ) | (196,567 | ) | (726,075 | ) | (311,515 | ) | ||||||||
(Subtraction): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | (112,705 | ) | (177,120 | ) | — | — | ||||||||||
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CAP Amounts (as calculated) | $ | 2,205,651 | $ | 1,015,914 | $ | (4,773,602 | ) | $ | (46,047 | ) | ||||||
| † | Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the SCT Amounts. |
| * | Amounts presented are averages for the entire group of Other NEOs in each respective year. The compensation that we pay to our PEO and Other NEOs reflects our primary compensation objectives of attracting and retaining key executive officers critical to our long-term success, recognizing and rewarding overall company performance and each executive officer’s individual performance and level of responsibility and continuing to align our executive officers’ incentives with stockholders’ interests. Cash compensation, including bonus incentives, is a basic element of our executive officers’ total compensation. In addition, a significant portion of our executive officers’ realizable compensation is tied to the performance of our company and our stock price. We believe stock-based compensation aligns our executive officers’ interest and our stockholders’ interest in incentivizing our executive officers to achieve performance objectives and to create long-term stockholder value. If our executive officers are unable to create long-term stockholder value and the price of our stock declines, then the realizable value of such executive officer’s long-term stock-based compensation also declines. Consistent with its pay-for-performance philosophy, the compensation committee may elect to decrease any executive officer’s compensation, or take other corrective or remedial steps, for non-performance. In 2022, we incurred a net loss of $24.4 million and our cumulative total shareholder return (“TSR”) from market close on December 31, 2020 through the end of 2022 was $45.59 based on an initial investment of $100. For 2022, the CAP Amount for our PEO was $2,205,651 and the average of the CAP Amounts for our Other NEOs was $1,015,914. In 2021, we incurred a net loss of $19.4 million and our TSR from market close on December 31, 2020 through the end of 2021 was $42.91 based on an initial investment of $100. For 2021, |
| the CAP Amount for our PEO was $(4,773,602) and the average of the CAP Amounts for our Other NEOs was $(46,047). For each of 2022 and 2021 the CAP Amounts for our PEO and Other NEOs were not correlated to our TSR or net loss as the compensation committee does not utilize CAP for compensation considerations and determinations and the compensation committee does not use net loss or TSR as a performance measure to link executive compensation to company performance. |
Limitation of Liability and Indemnification
Our restated certificate of incorporation limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the Delaware General Corporation Law and provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary duty or other duty as a director. However, these provisions do not eliminate or limit the liability of any of our directors:
for any breach of the director’s duty of loyalty to us or our stockholders;
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
for voting or assenting to unlawful payments of dividends, stock repurchases or other distributions; or
for any transaction from which the director derived an improper personal benefit.
Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to such amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.
In addition, our restated certificate of incorporation provides that we must indemnify our directors and officers and we must advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions.
We maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers. In addition, we have entered into indemnification agreements with each of our directors and executive officers.
These indemnification agreements may require us, among other things, to indemnify each such director and executive officer for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our directors or executive officers.
Certain of our non-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.
Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our capital stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend or terminate the plan in some circumstances. Our directors and executive officers may also buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material, nonpublic information.
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, 2021 to which we were or will be a participant and in which:
the amountsamount involved exceededexceeds the lesser of (i) $120,000 or will exceed $120,000;(ii) 1% of the average of our total assets at year-end for the last two completed fiscal years; and
any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.
Agreements with Entities Affiliated with Link Ventures LLLP
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, or Link Ventures, 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, Inc., Affiliate Media Network, Inc., Reference Advisor, LLC, Cognius, LLC, Meta42 LLC, Nufit Media, Inc., Tenizen, Inc., and Minerva Analytics, Inc., each of which is a direct or indirect subsidiary of Link Ventures, 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 $3.8 million in 2021 and $1.2$8.2 million through March 31,in 2022 to Link Ventures and entities affiliated with Link Ventures.
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, including entities affiliated with Link Ventures. 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.
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.”
Policies and Procedures for Related Person Transactions
Our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which our company is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.
If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our general counsel. The policy calls for the proposed related person transaction towill then be reviewed and, if deemed appropriate, approved by the audit committee of our board of directors. Whenever practicable, the reporting, review and
approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the committee will review, and, in its discretion, may ratify the related person transaction. The policy
also permits the chairman of the audit committee tomay also review and, if deemed appropriate, approve proposed related person transactions that arise between audit committee meetings, subject to ratification by the audit committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.
A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the audit committee will review and consider:
the related person’s interest in the related person transaction;
the approximate dollar value of the amount involved in the related person transaction;
the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;
whether the transaction was undertaken in the ordinary course of our business;
whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;
the purpose of, and the potential benefits to us of, the transaction; and
any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.
The audit committee may approve or ratify the transaction only if it determines that, under all of the circumstances, the transaction is in or is not inconsistent with our company’s best interests. The audit committee may impose any conditions on the related person transaction that it deems appropriate.
Pursuant to the SEC’s related person transaction disclosure rule, the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, will not be related person transactions for purposes of the policy:
interests arising only from the related person’s position as a director of another corporation or organization that is a party to the transaction;
interests arising only from the direct or indirect ownership by the related person and all other related persons in the aggregate of less than a 10% equity interest (other than a general partnership interest) in another entity which is a party to the transaction;
interests arising solely from the ownership of a class of our equity securities if all holders of that class of equity securities receive the same benefit on a pro rata basis;
compensation arrangements with executive officers if the compensation has been approved by the board of directors;
compensation for services as a director of our company if such compensation will be publicly reported pursuant to SEC rules;
interests arising solely from indebtedness of a 5% stockholder or an immediate family member of a 5% stockholder;
a transaction where the rates or charges involved in the transaction are determined by competitive bids;
a transaction that involves the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental authority; and
a transaction that involves services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.
In addition, our board of directors has determined that transactions that are specifically contemplated by our corporate charter or our amended and restated bylaws are not related person transactions for purposes of the policy. The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by our board of directors in the manner specified in its charter.
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.
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 20232024 annual meeting of stockholders but not included in the proxy statement by March 11, 2023,10, 2024, but not before February 9, 2023.2024. However, in the event the 20232024 annual meeting of stockholders is scheduled to be held on a date before May 10, 2023,9, 2024, or after August 8, 2023,7, 2024, notice must be delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting ormeeting; and (ii) the 10th day following the day on which notice of the date of such annual meeting was given or public announcementdisclosure of the date of such meeting is first made.made, whichever first occurs. A stockholder must give written notice of such proposals to our Secretary at 210 Broadway, Cambridge, MA 02139. AnyIn addition, 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 that is otherwise required under Regulation 14A of the Exchange Act, the person’s written consent to be named in the proxy statement and accompanying proxy card as a nominee 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 such stockholder and such beneficial owner and certain additional information.
In addition to satisfying the stockholder proposing such business or its affiliates or associates (as definedadvance notice provisions in our amended and restated bylaws relating to director nominations, including the earlier notice deadlines set out above, to comply with the SEC’s universal proxy rule, stockholders who intend to solicit proxies in support of director nominees other than our nominees in compliance with Rule 12b-214a-19 promulgated under the Exchange Act) and certain additional information.Act must also provide notice that sets forth the information required by Rule 14a-19 no later than April 9, 2024. If the date of the 2024 annual meeting of stockholders changes by more than 30 days from the anniversary of this year’s Annual Meeting, such notice must instead be provided by the later of 60 days prior to the date of the 2024 annual meeting of stockholders or the 10th day following public announcement by us of the date of the 2024 annual meeting of stockholders.
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 Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our 2023 annual meeting of stockholders,2024 Annual Meeting, all applicable requirements of Rule 14a-8 must be satisfied and we must receive such proposals no later than December 27, 2022.30, 2023. Such proposals must be delivered to our Secretary, c/o EverQuote, Inc., 210 Broadway, Cambridge, MA 02139.
About EverQuote
EverQuote operates a leading online insurance marketplace, connecting consumers with insurance providers. The company'scompany’s mission is to empower insurance shoppers to better protect life'slife’s most important assets-theirassets—their family, health, property, and future. Our vision is to become the largest online source of insurance policies by using data, technology, and technologyknowledgeable advisors to make insurance simpler, more affordable and personalized, ultimately reducing cost and risk.
For more information, visit everquote.com
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EVERQUOTE
210 Broadway
Cambridge, MA 02139 (C) 2022
© 2023 EverQuote, Inc.
SCAN TO VIEW MATERIALS & VOTE EVERQUOTE, INC. 210 BROADWAY CAMBRIDGE, MA 02139 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on June 8, 2022.7, 2023. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/EVER2022EVER2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on June 8, 2022.7, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D79588-P72703V13027-P92328 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY EVERQUOTE, INC. For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR the following: 1. Election Of Directors Nominees: 01) Darryl Auguste 02) David Blundin 03)02) Sanju Bansal 04)03) Paul Deninger 05) John Lunny 06)04) Jayme Mendal 07)05) George Neble 08)06) John Shields 09)07) Mira Wilczek The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2023. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. For Against Abstain
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D79589-P72703V13028-P92328 EVERQUOTE, INC. Annual Meeting of Stockholders Thursday, June 9, 2022,8, 2023, 10:00 AM Eastern Time This proxy is solicited by the Board of Directors The undersigned stockholder hereby appoints Jayme Mendal, John Wagner and David Mason,Julia Brncic, or any of them, each with the power of substitution, and hereby authorizes them to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of EverQuote, Inc. to be held at 10:00 AM Eastern Time on June 9, 2022,8, 2023, held virtually at www.virtualshareholdermeeting.com/EVER2022,EVER2023, or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the proxies will have authority to vote FOR the election of directors in Proposal 1 and FOR Proposal 2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. Continued and to be signed on reverse side