John Shields
EverQuoteAbout John Shields
John Shields, 72, has served as an independent director of EverQuote since 2018. He is a certified public accountant (inactive) with deep experience in financial reporting, valuation, tax, risk and regulatory compliance, and holds a B.S. in accounting from Saint Peter’s University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CFGI, LLC | Managing Director, Head of Risk & Regulatory Compliance | Oct 2016–Jun 2018 | Led risk and regulatory compliance advisory for financial services clients |
| Navigant Consulting, Inc. | Director, Head of Investment Management Consulting | Jan 2014–Oct 2016 | Led consulting for investment management; risk and compliance focus |
| Citizens Advisers, Inc. | Chief Executive Officer | 1998–2002 | Ran investment management company; oversight of accounting and reporting |
| Citizens Securities, Inc. | Chief Executive Officer | 1998–2002 | Led registered broker-dealer; regulatory responsibilities |
| Citizens Funds mutual fund complex | President and Interested Trustee | 1998–2002 | Oversight of fund governance and compliance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Domini Investment Trust (registered investment company) | Trustee; Audit Committee Chair; Lead Independent Director | Since 2004 | Audit chair and LID responsibilities; long-tenured governance oversight |
| Vestmark, Inc. | Director; Audit Committee Member | Since Dec 2015 | Audit committee member; Vestmark is chaired by EverQuote’s controlling shareholder David Blundin |
| Cogo Labs, Inc. (startup incubator) | Director | Since May 2008 | Board oversight; Cogo is controlled by entities affiliated with Link Ventures (controlled by David Blundin) |
| Advisor Guidance, Inc. | President | Since Aug 2018 | Business consulting leadership |
Board Governance
- Independence: The Board determined in Feb 2025 that Shields is independent under Nasdaq and SEC rules. He serves on the Audit Committee alongside Paul Deninger and George Neble; all satisfy committee independence standards .
- Committee work: Audit Committee member; the committee met four times in 2024. Responsibilities include auditor oversight, financial statements, internal controls, risk management, and approval/ratification of related-person transactions .
- Attendance: In 2024, each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting. The Board held six meetings in 2024 .
- Board structure: Separate Chair (David Blundin) and CEO roles; independent directors meet in executive session at least semi-annually per Corporate Governance Guidelines .
- Controlled company: EverQuote is a “controlled company” under Nasdaq rules and avails certain exemptions (e.g., majority-independent board and nominations committee not required). Audit committee must still meet Nasdaq standards .
Shareholder Voting Results
| Item | Year | Votes For | Votes Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Election of John Shields to Board | 2025 | 50,745,638 | 7,609,424 | — | 5,236,920 |
| Say-on-Pay (Advisory) | 2024 | 74,206,334 (For) | 2,617,042 (Against) | 83,116 | 5,440,693 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $40,000 | $30,000 board member retainer + $10,000 audit committee member retainer |
| Equity grant (2024) | $124,999 grant-date fair value | RSU sized at $125,000 divided by closing price; granted at first board meeting after annual meeting |
| Total (2024) | $164,999 | No option awards in 2024 |
Director retainer schedule (non-Link Ventures affiliates):
- Board member: $30,000; Audit chair: $20,000; Audit member: $10,000; Compensation chair: $12,000; Compensation member: $5,000 .
Performance Compensation
| Element | Structure | Vesting/Performance | Change-in-Control Treatment |
|---|---|---|---|
| Annual Director RSU | $125,000 value per year (converted to shares at grant price) | 100% vests on earlier of first anniversary of grant or next annual meeting; no performance metrics for directors | Vesting accelerates in full upon change in control |
No performance metrics (e.g., TSR/EBITDA) are tied to director compensation; equity is time-based RSUs per the non-employee director program .
Other Directorships & Interlocks
| Entity | Interlock/Relationship | Governance Consideration |
|---|---|---|
| Vestmark, Inc. | Shields is director/audit member; company chaired by EverQuote’s Chair and controlling stockholder David Blundin | Potential influence channel; Board affirmed Shields’ independence in Feb 2025 |
| Cogo Labs, Inc. | Shields is director; controlled via Link Ventures entities; EverQuote Chair controls Link Ventures | Interlock with controlling shareholder’s affiliate; Audit Committee oversees related-person transactions |
| Link Ventures affiliates | EverQuote pays affiliates for marketing and data services; ~$12.3M paid in 2024 | Related-party exposure managed under policy; Audit Committee reviews/approves |
Expertise & Qualifications
- CPA (inactive); extensive financial and accounting expertise, including complex reporting, valuation, tax, risk and regulatory compliance services .
- Longstanding audit leadership (audit chair at Domini Investment Trust; audit member at Vestmark) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Ownership (each class) | Notes |
|---|---|---|---|---|
| John Shields | 28,515 | — | <1% | Beneficial ownership as of Apr 8, 2025 |
| Outstanding Stock Awards (John Shields) | 5,351 RSUs | — | — | Outstanding stock awards as of Dec 31, 2024 |
Policies impacting alignment:
- Anti-hedging: Prohibits short sales, derivatives (puts/calls), collars, swaps, and other instruments designed to hedge EverQuote stock .
- Insider trading policy applies to directors; trading only when not in possession of MNPI and subject to policy rules .
Governance Assessment
-
Strengths:
- Independence affirmed (Feb 2025); Shields serves on the Audit Committee that oversees financial reporting, controls, risk and related-person transactions .
- Audit/accounting depth and multi-decade governance roles (audit chair, lead independent director) bolster board effectiveness in finance and risk oversight .
- Engagement: met 75%+ attendance threshold; board met six times; audit met four times; directors attended the 2024 annual meeting .
- Director pay structure is modest cash retainer plus annual RSU grant with change-in-control acceleration; no options or performance risk-shifting elements for Shields in 2024 .
-
Potential investor-confidence risks/red flags to monitor:
- Controlled company status reduces certain governance requirements (e.g., no nominations committee; board may not be majority independent) .
- Extensive related-party dealings with Link Ventures affiliates (~$12.3M in 2024) alongside Shields’ roles on boards linked to EverQuote’s controlling shareholder (Vestmark, Cogo Labs), creating perceived interlocks even though independence has been affirmed; Audit Committee is the linchpin for conflict oversight .
- Concentrated voting power at Link Ventures (98.7% of Class B; 57.8% total voting power at Apr 8, 2025), which can override minority holders on director elections and governance matters .
-
Shareholder sentiment: Strong support for director elections (e.g., Shields 50.7M For vs. 7.6M Withheld in 2025) and strong 2024 say-on-pay approval (vote counts shown above) .