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David Brainard

Chief Technology Officer at EverQuoteEverQuote
Executive

About David Brainard

David Brainard, 53, is EverQuote’s Chief Technology Officer (CTO) since January 2021, after serving as Head of Engineering starting in December 2019. He holds a B.A. from Wayne State University and an M.A. from Boston University, with prior engineering leadership roles at Wayfair, Liberty Mutual, Bank of America, IBM, and BMC Software . Company performance during his tenure turned materially positive in 2024, with strong revenue recovery, return to profitability, and higher adjusted EBITDA, while TSR improved vs 2023.

MetricFY 2022FY 2023FY 2024
Revenue ($USD Thousands)$404,127 $287,921 $500,190
Net Income (Loss) ($USD Thousands)$(24,416) $(51,287) $32,169
Adjusted EBITDA ($USD Thousands)$5,934 $461 $58,215
TSR – Value of $100 Investment$39.46 $32.77 $53.52

Past Roles

OrganizationRoleYearsStrategic Impact
EverQuoteHead of EngineeringDec 2019–Jan 2021 Led engineering ahead of promotion to CTO
EverQuoteChief Technology OfficerJan 2021–Present Oversees technology platform powering insurance marketplace

External Roles

OrganizationRoleYearsStrategic Impact
WayfairHead of Ad Tech SystemsJun 2019–Dec 2019 Led advertising technology systems
Liberty MutualLed Voluntary Benefits EngineeringMar 2016–May 2019 Built/led engineering for voluntary benefits
Bank of AmericaArchitecture Leader2010–2016 Enterprise architecture leadership
IBMPrincipal Consultant, Global Integration GroupPrior to 2010 Consulting across integration projects
BMC SoftwareManager and ArchitectPrior to 2010 Product/architecture leadership

Fixed Compensation

YearBase Salary ($)Special One-time Bonus ($)Target Bonus ($)
2024$406,000 $100,000 $300,000 (Executive bonus plan target per offer letter)
2023$330,000 $280,000 (Executive bonus plan target per 2024 proxy)
Current (as disclosed)$435,000 $300,000

Notes:

  • 2024 fixed comp includes a special $100,000 one-time bonus tied to a specified 2024 performance goal .
  • Current salary and target bonus per employment letter; annual base salary adjustments occurred after FY 2024 .

Performance Compensation

Cash Incentive Plan

YearMetric (as disclosed)Target ($)Actual Payout ($)Vesting
2024Executive bonus plan (specific metrics not disclosed) $300,000 $420,000 N/A
2023Executive bonus plan (specific metrics not disclosed) $280,000 $46,875 N/A

Equity Awards

Select outstanding equity awards at FY 2024 year-end (counts and market value at 12/31/2024; market price $19.99/share used by company):

Grant TypeGrant DateUnvested Units/Shares (#)Market Value ($)Vesting Schedule
RSU2/23/20211,859$37,161 Equal quarterly over 4 years from 2/15/2021
RSU2/11/20223,959$79,140 Equal quarterly over 4 years from 1/1/2022
RSU2/17/202333,750$674,663 Equal quarterly over 4 years from 1/1/2023
RSU7/24/202327,500$549,725 Equal quarterly over 4 years from 8/20/2023
RSU2/12/202444,358$890,315 Equal quarterly over 4 years from 1/1/2024

Key option awards (unexercisable at 12/31/2024):

Grant DateStrike ($)ExpirationUnexercisable Options (#)Vesting
6/28/2022$9.416/7/20329,375 Equal quarterly over 4 years from 5/20/2022
10/24/2022$5.5410/23/203210,000 Equal quarterly over 2 years from 11/20/2024
7/24/2023$7.107/23/20336,875 Equal quarterly over 4 years from 8/20/2023
7/24/2023$7.107/23/20339,515 Equal quarterly over 2 years from 8/20/2023

Equity Ownership & Alignment

CategoryDetail
Total beneficial ownership15,310 shares Class A (less than 1% of outstanding)
Breakdown (within 60 days of 4/8/2025)6,201 shares Class A owned; 2,500 RSUs vesting; 6,609 options exercisable
Shares outstanding (record date)32,552,265 Class A; 3,604,278 Class B
Ownership guidelinesNEOs must hold ≥1x base salary; CEO 5x; Directors 3x; five-year compliance period; individuals “currently compliant” subject to phase-in (as of 2022)
Hedging/derivativesProhibited for employees and directors under insider trading policy
ClawbackExecutive compensation recovery policy compliant with Nasdaq/SEC, applies to incentive comp on/after Oct 2, 2023
PledgingNo pledging disclosure; anti-hedging policy addresses derivatives but not pledging

Employment Terms

  • Start date and role: Offer letter dated Nov 8, 2019; employment began Dec 9, 2019; now CTO .
  • Current compensation eligibility: Base salary $435,000; discretionary annual target bonus $300,000 .
  • Restrictive covenants: Confidentiality in perpetuity; non-solicit of employees/customers 24 months; non-compete 12 months post-termination .
  • Severance plan: Executive Severance Plan effective Nov 5, 2023 .
  • Anti-hedging and clawback policies: Company-wide; see above .
  • Retirement and benefits: 401(k) with 2% match; standard employee benefits and limited perquisites (e.g., company-paid parking above tax-deductible amounts) .

Change-of-Control Economics (Hypothetical as of 12/31/2024)

ItemAmount ($)
Severance Payments (12 months base)$406,000
Bonus Payments (1x Target)$406,000
Welfare Benefits Continuation$31,044
Additional Vested Equity Awards (accelerated)$2,094,546

Other Qualifying Termination (No Change-of-Control)

ItemAmount ($)
Severance Payments (6 months base)$203,000
Welfare Benefits Continuation$15,522
Additional Vested Equity Awards (accelerated; excludes out-of-the-money options)$622,751

Investment Implications

  • Pay-for-performance alignment: 2024 non-equity incentive payout ($420k) exceeded target amid a sharp rebound in revenue and profitability; equity is primarily in time-vested RSUs with scheduled quarterly vesting, promoting retention but fewer explicit performance ties vs PSUs granted to the CEO/CFO .
  • Retention and selling pressure: Upcoming quarterly RSU vesting and options becoming exercisable (6,609 within 60 days of 4/8/2025) may create routine liquidity windows; adoption of 10b5-1 plans is permitted but not disclosed for Brainard .
  • Change-of-control protections: Double-trigger-style tables show standard 12-month salary and target bonus multiples, and full acceleration of unvested equity upon qualifying CoC termination—balanced economics without disclosed tax gross-ups .
  • Governance and alignment: Company-wide anti-hedging and clawback policies reduce misalignment risk; stock ownership guidelines require NEOs to hold ≥1x salary with five-year compliance period, supporting long-term alignment (as of 2022, compliance noted) .
  • Execution track record context: Company’s FY 2024 revenue recovery (+73.7% y/y) and return to net income, with adjusted EBITDA expanding to $58.2M, indicate improved operational execution in the CTO’s domain supporting marketplace scaling; TSR improved vs 2023 but remains below 2022 levels, signaling recovery but continued sensitivity to insurance industry cycles .